For the quarterly period ended | June 30, 2014 |
For the transition period from | to |
Commission File Number: | 033-79220 |
California Petroleum Transport Corporation |
(Exact name of registrant as specified in its charter) |
Delaware | 04-3232976 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
114 West 47th Street, Suite 2310, New York, New York 10036 |
(Address of principal executive offices) (Zip Code) |
(212) 302-5151 |
(Registrant's telephone number, including area code) |
(Former name, former address and former fiscal year, if changed since last report) |
Large accelerated filer | [_] | Accelerated filer | [_] | |
Non-accelerated filer | [X] | Smaller Reporting Company | [_] |
Page | ||
June 30, 2014 | December 31, 2013 | |||||
ASSETS | ||||||
Current assets | ||||||
Cash and cash equivalents | 1 | 1 | ||||
Current portion of Term Loans | 9,468 | 9,526 | ||||
Interest receivable | 203 | 406 | ||||
Other current assets | 10 | 15 | ||||
Total current assets | 9,682 | 9,948 | ||||
Term Loans, less current portion | — | 9,426 | ||||
Deferred charges | 57 | 99 | ||||
Total assets | 9,739 | 19,473 | ||||
LIABILITIES AND EQUITY | ||||||
Current liabilities | ||||||
Accrued interest | 203 | 406 | ||||
Current portion of Term Notes | 9,525 | 9,526 | ||||
Other current liabilities | 10 | 15 | ||||
Total current liabilities | 9,738 | 9,947 | ||||
Term Notes, less current portion | — | 9,525 | ||||
Total liabilities | 9,738 | 19,472 | ||||
Equity | ||||||
Share capital | 1 | 1 | ||||
Total liabilities and equity | 9,739 | 19,473 |
Three month period ended June 30, | Six month period ended June 30, | |||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||
Revenue | ||||||||||||
Interest income | 224 | 426 | 650 | 1,056 | ||||||||
Expenses reimbursed | 3 | 3 | 8 | 9 | ||||||||
Net operating revenues | 227 | 429 | 658 | 1,065 | ||||||||
Expenses | ||||||||||||
Administrative expenses | (3 | ) | (3 | ) | (8 | ) | (9 | ) | ||||
Amortization of debt issue costs | (21 | ) | (21 | ) | (42 | ) | (42 | ) | ||||
Interest expense | (203 | ) | (405 | ) | (608 | ) | (1,014 | ) | ||||
Total operating expenses | (227 | ) | (429 | ) | (658 | ) | (1,065 | ) | ||||
Net income | — | — | — | — | ||||||||
Retained earnings, beginning of period | — | — | — | — | ||||||||
Retained earnings, end of period | — | — | — | — |
Six month period ended June 30, | ||||||
2014 | 2013 | |||||
Net income | — | — | ||||
Adjustments to reconcile net income to net cash provided by operating activities: | ||||||
Amortization of deferred debt issue costs | 42 | 42 | ||||
Amortization of issue discount on loan receivable | (42 | ) | (42 | ) | ||
Changes in operating assets and liabilities: | ||||||
Interest receivable | 203 | 203 | ||||
Other current assets | 5 | 16 | ||||
Accrued interest | (203 | ) | (203 | ) | ||
Other current liabilities | (5 | ) | (16 | ) | ||
Net cash provided by operating activities | — | — | ||||
Cash flows from investing activities | ||||||
Collections on Term Loans | 9,526 | 9,526 | ||||
Net cash provided by investing activities | 9,526 | 9,526 | ||||
Cash flows from financing activities | ||||||
Repayment of Term Notes | (9,526 | ) | (9,526 | ) | ||
Net cash used in financing activities | (9,526 | ) | (9,526 | ) | ||
Net change in cash and cash equivalents | — | — | ||||
Cash and cash equivalents at beginning of period | 1 | 1 | ||||
Cash and cash equivalents at end of period | 1 | 1 | ||||
Supplemental disclosure of cash flow information | ||||||
Interest paid | 811 | 1,217 |
(in thousands of $) | June 30, 2014 | December 31, 2013 | ||||
Debt arrangement fees | 3,400 | 3,400 | ||||
Accumulated amortization | (3,343 | ) | (3,301 | ) | ||
57 | 99 |
(in thousands of $) | June 30, 2014 | December 31, 2013 | ||||
8.52% Term Notes due 2015 | 9,525 | 19,051 | ||||
Less: short-term portion | (9,525 | ) | (9,526 | ) | ||
— | 9,525 |
(in thousands of $) | ||
2015 | 9,525 | |
9,525 |
(in thousands of $) | June 30, 2014 | December 31, 2013 | ||||
Authorized, issued and fully paid share capital: | ||||||
1,000 shares of $1.00 each | 1 | 1 |
(in thousands of $) | June 30, 2014 Fair Value | June 30, 2014 Carrying Value | December 31, 2013 Fair Value | December 31, 2013 Carrying Value | ||||||||
Cash and cash equivalents | 1 | 1 | 1 | 1 | ||||||||
Term Loans | 9,477 | 9,468 | 18,781 | 18,952 | ||||||||
Term Notes | 9,534 | 9,525 | 18,880 | 19,051 |
(in thousands of $) | June 30, 2014 Fair value | Level 1 | Level 2 | Level 3 | ||||||||
Financial assets: | ||||||||||||
Cash and cash equivalents | 1 | 1 | — | — | ||||||||
Term Loans | 9,477 | — | 9,477 | — | ||||||||
Financial liabilities: | ||||||||||||
Term Notes | 9,534 | — | 9,534 | — |
(in thousands of $) | December 31, 2013 Fair value | Level 1 | Level 2 | Level 3 | |||||||||
Financial assets: | |||||||||||||
Cash and cash equivalents | 1 | 1 | — | — | — | ||||||||
Term Loans | 18,781 | — | 18,781 | — | — | ||||||||
Financial liabilities: | |||||||||||||
Term Notes | 18,880 | — | 18,880 | — | — |
Three months ended June 30, | Six months ended June 30, | ||||||||||
(in thousands of $) | 2014 | 2013 | 2014 | 2013 | |||||||
Interest income | 224 | 426 | 650 | 1,056 |
Three months ended June 30, | Six months ended June 30, | ||||||||||
(in thousands of $) | 2014 | 2013 | 2014 | 2013 | |||||||
Expenses reimbursed | 3 | 3 | 8 | 9 |
Three months ended June 30, | Six months ended June 30, | ||||||||||
(in thousands of $) | 2014 | 2013 | 2014 | 2013 | |||||||
Interest expense | (203 | ) | (405 | ) | (608 | ) | (1,014 | ) |
Three months ended June 30, | Six months ended June 30, | ||||||||||
(in thousands of $) | 2014 | 2013 | 2014 | 2013 | |||||||
Administrative expenses | (3 | ) | (3 | ) | (8 | ) | (9 | ) |
3.1* | Certificate of Incorporation of California Petroleum Transport Corporation (filed as Exhibit 3.1 to Registrant's Registration Statement on Form S-1, Commission File Number 33-79220, and incorporated herein by reference). |
3.2* | Bylaws of California Petroleum Transport Corporation (filed as Exhibit 3.2 to Registrant's Registration Statement on Form S-1, Commission File Number 33-79220, and incorporated herein by reference). |
4.4* | Bareboat Charter between CalPetro Tankers (Bahamas III) Limited and Front Voyager Inc. dated March 31, 2006 (filed July 8, 2008 as Exhibit 4.4 on Form 20-F/A, Commission File No. 33-79220). |
4.5* | Assignment of Charter between CalPetro Tankers (Bahamas III) Limited and Front Voyager Inc. dated March 31, 2006 (filed July 8, 2008 as Exhibit 4.5 on Form 20-F/A, Commission File No. 33-79220). |
4.6* | Amendment No. 2 to Management and Remarketing Agreement between CalPetro Tankers (Bahamas III) Limited and Frontline Ltd. dated as of April 8, 2010 (filed April 29, 2010 as Exhibit 4.6 on Form 20-F, Commission File No. 33-79220). |
4.7* | Amendment No. 2 to the Collateral Trust Agreement among CalPetro Tankers (Bahamas I) Limited, CalPetro Tankers (Bahamas II) Limited, CalPetro Tankers (Bahamas III) Limited, CalPetro Tankers (IOM) Limited, The Bank of New York Mellon Trust Company, N.A., as indenture trustee, The Bank of New York Trust Company, N.A., as collateral trustee and California Petroleum Transport Corporation, dated as of April 1, 2010 (filed April 29, 2010 as Exhibit 4.7 on Form 20-F, Commission File No. 33-79220). |
4.8* | Termination of Assignment of Charter between CalPetro Tankers (Bahamas III) Limited and California Petroleum Transport Corporation (dated as of April 8, 2010 as Exhibit 4.8 filed April 29, 2010 on Form 20-F, Commission File No. 33-79220). |
4.9* | Termination of Statutory Mortgage between CalPetro Tankers (Bahamas III) Limited and The Bank of New York Mellon Trust Company, N.A., dated as of April 8, 2010 (filed April 29, 2010 as Exhibit 4.9 on Form 20-F, Commission File No. 33-79220). |
4.10* | Termination of Deed of Covenants between CalPetro Tankers (Bahamas III) Limited and California Petroleum Transport Corporation dated as of April 8, 2010 (filed April 29, 2010 as Exhibit 4.10 on Form 20-F, Commission File No. 33-79220). |
4.11* | Termination of Term Loan Agreement between CalPetro Tankers (Bahamas III) Limited and California Petroleum Transport Corporation dated as of April 8, 2010 (filed April 29, 2010 as Exhibit 4.11 on Form 20-F, Commission File No. 33-79220). |
4.12* | Termination of Debenture between CalPetro Tankers (Bahamas III) Limited and California Petroleum Transport Corporation dated as of April 8, 2010 (filed April 29, 2010 as Exhibit 4.12 on Form 20-F, Commission File No. 33-79220). |
4.13* | Termination of Assignment of Earnings and Insurances between CalPetro Tankers (Bahamas III) Limited and California Petroleum Transport Corporation dated as of April 8, 2010 (filed April 29, 2010 as Exhibit 4.13 on Form 20-F, Commission File No. 33-79220). |
4.14* | Termination of Assignment of Purchase Agreement between CalPetro Tankers (Bahamas III) Limited and California Petroleum Transport Corporation dated as of April 8, 2010 (filed April 29, 2010 as Exhibit 4.14 on Form 20-F, Commission File No. 33-79220). |
31.1 | Certification of Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended |
31.2 | Certification of Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended |
32.1 | Certifications of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
32.2 | Certifications of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
101. | INS | XBRL | Instance Document |
101. | SCH | XBRL | Taxonomy Extension Schema |
101. | CAL | XBRL | Taxonomy Extension Schema Calculation Linkbase |
101. | LAB | XBRL | Taxonomy Extension Schema Label Linkbase |
101 | DEF | XBRL | Taxonomy Extension Definition Linkbase |
101. | PRE | XBRL | Taxonomy Extension Schema Presentation Linkbase |
* | Incorporated by reference to the filing indicated. |
California Petroleum Transport Corporation (Registrant) | |||
Date: August 12, 2014 | By: | /s/ Damian A. Perez | |
Damian A. Perez | |||
Director, President and Treasurer (Principal Executive Officer and Principal Financial Officer) |
1. | I have reviewed this Form 10-Q of California Petroleum Transport Corporation; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) | Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
5. | The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
/s/ Damian A. Perez |
1. | I have reviewed this Form 10-Q of California Petroleum Transport Corporation; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) | Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
5. | The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
/s/ Damian A. Perez |
(a) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
(b) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
/s/ Damian A. Perez |
(a) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
(b) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
/s/ Damian A. Perez |
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DEFERRED CHARGES
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6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2014
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Deferred Costs [Abstract] | |||||||||||||||||||||||||||||||||||||||||||
DEFERRED CHARGES | 5. DEFERRED CHARGES
|