10-Q 1 gsptc10qq32014.htm 10-Q GSPTC 10Q Q3 2014


FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended
September 30, 2014

Or

[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from
 
to
 

Commission File Number:
333-26227

Golden State Petroleum Transport Corporation
(Exact name of registrant as specified in its charter)
Delaware
 
13-392-7016
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)

c/o Frontline Ltd., 14 Par-la-Ville Road, Hamilton, Bermuda, HM 08
(Address of principal executive offices) (Zip Code)
 
(441) 295-6935
(Registrant's telephone number, including area code)
 
 
(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

[X] Yes   [_] No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

[X] Yes   [_] No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non- accelerated filer. See the definitions of "large accelerated filer", "accelerated filer", "non-accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
 



Large accelerated filer
[_]
 
Accelerated filer
[_]
Non-accelerated filer
[X]
 
Smaller reporting company
[_]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

[_] Yes   [X] No

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

[_] Yes   [_] No

Number of shares outstanding of each class of Registrant's Common Stock as of November 13, 2014:

2 shares of Common Stock, $0.00 par value per share








Golden State Petroleum Transport Corporation
Quarterly Report on Form 10-Q





CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Matters discussed in this report may constitute forward-looking statements.  The Private Securities Litigation Reform Act of 1995 provides safe harbor protections for forward-looking statements in order to encourage companies to provide prospective information about their business.  Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements, which are other than statements of historical facts.

Golden State Petroleum Transport Corporation, or the Company, desires to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and is including this cautionary statement in connection with this safe harbor legislation.  This report and any other written or oral statements made by us or on our behalf may include forward-looking statements, which reflect our current views with respect to future events and financial performance.  When used in this report, the words "believe," "anticipate," "intend," "estimate," "forecast," "project," "plan," "potential," "may," "should", "expect" and similar expressions identify forward-looking statements.

The forward-looking statements in this report are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without limitation, management's examination of historical operating trends, data contained in our records and other data available from third parties.  Although we believe that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond our control, we cannot assure you that we will achieve or accomplish these expectations, beliefs or projections.

In addition to these important factors and matters discussed elsewhere herein and in the documents incorporated by reference herein, important factors that, in our view, could cause actual results to differ materially from those discussed in the forward-looking statements include the strength of world economies and currencies, general market conditions, including fluctuations in charter hire rates and vessel values, changes in demand in the tanker market, including changes in demand resulting from changes in OPEC's petroleum production levels and world wide oil consumption and storage, changes in the Company's operating expenses, changes in governmental rules and regulations or actions taken by regulatory authorities, potential liability from pending or future litigation, general domestic and international political conditions, potential disruption of shipping routes due to accidents or political events, and other important factors described from time to time in the reports filed by the Company with the Securities and Exchange Commission, or the Commission.


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PART I - FINANCIAL INFORMATION


ITEM 1 – FINANCIAL STATEMENTS

Golden State Petroleum Transport Corporation
Unaudited Balance Sheets as of September 30, 2014 and December 31, 2013    
(in USD)

 
 
September 30, 2014

 
December 31, 2013

ASSETS
 
 
 
 
Current assets
 
 
 
 
Cash and cash equivalents
 
2

 
2

Total assets
 
2

 
2

 
 
 
 
 
LIABILITIES AND EQUITY
 
 
 
 
Equity
 
 
 
 
Common stock, $0.00 par value; 100 shares authorized, two shares issued and outstanding
 
2

 
2

Total liabilities and equity
 
2

 
2



See accompanying notes to the unaudited financial statements.



2


Golden State Petroleum Transport Corporation
Unaudited Statements of Operations and Retained Earnings for the three month and nine month periods ended September 30, 2014 and 2013
(in USD)

 
 
Three months ended September 30,
 
Nine months ended September 30,
 
 
2014

 
2013

 
2014

 
2013

Revenue
 
 
 
 
 
 
 
 
  Agency fees
 
—

 
—

 
—

 
—

Expenses
 
 
 
 
 
 
 
 
  Transaction expenses
 
—

 
—

 
—

 
—

Net income
 
—

 
—

 
—

 
—

Retained earnings, beginning of period
 
—

 
—

 
—

 
—

Retained earnings, end of period
 
—

 
—

 
—


—



See accompanying notes to the unaudited financial statements.



3


Golden State Petroleum Transport Corporation
Unaudited Statements of Cash Flows for the nine month periods ended September 30, 2014 and 2013
(in USD)

 
 
Nine months ended September 30,
 
 
2014

 
2013

Net income
 
—

 
—

  Net cash provided by operating activities
 
—

 
—

  Net cash provided by investing activities
 
—

 
—

  Net cash provided by financing activities
 
—

 
—

Net change in cash and cash equivalents
 
—

 
—

Cash and cash equivalents at beginning of period
 
2

 
2

Cash and cash equivalents at end of period
 
2

 
2



See accompanying notes to the unaudited financial statements.



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Golden State Petroleum Transport Corporation
Notes to the unaudited financial statements

Description of business and basis of preparation

Golden State Petroleum Transport Corporation (the "Company") was incorporated under the laws of the State of Delaware on December 5, 1996. The Company is a special purpose corporation that was organized solely for the purpose of issuing, as agent for two affiliated entities, Golden State Petro (IOM I-A) PLC and Golden State Petro (IOM I-B) PLC (collectively, the "Owners") Serial and Term mortgage notes (together the "Notes"). These Notes were issued on December 24, 1996 and January 6, 1997 and the proceeds were used by the Owners to finance the construction and acquisition of two very large crude carriers for charter to an unaffiliated third party. The mortgage notes are not obligations of, and are not guaranteed by, the Company. The Serial Notes were fully repaid on February 1, 2006.

The Company is a wholly-owned subsidiary of Golden State Holdings I, Limited, an Isle of Man holding company, which is a wholly-owned subsidiary of Independent Tankers Corporation ("ITC"). ITC is in turn controlled by Frontline, a publicly listed Bermuda company.

In February, 2008, Frontline established an intermediary holding company, Independent Tankers Corporation Limited ("ITCL") to hold its investment in ITC. Frontline then distributed 17.53% of ITCL's common shares to Frontline's common shareholders. These shares trade on the Norwegian over-the-counter market. The balance of ITCL's common shares is indirectly owned by Frontline.

In accordance with a management agreement between each of the Owners and Frontline, Frontline provides administrative, management and advisory services to the Owners at an annual fee of $50,000 each, payable semi-annually. All cost of administering the Owners and the Company are payable by Frontline from the management fee. The management agreement is effective until termination by either party upon 30 days prior written notice.

The interim financial statements of the Company have been prepared in accordance with generally accepted accounting principles for interim financial information and Rule 10-01 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. These financial statements are unaudited and should be read in conjunction with the audited financial statements and notes thereto included in the Company's annual report on Form 10-K for the year ended December 31, 2013. The Company follows the same accounting policies in the preparation of interim reports. In the opinion of management, the financial statements reflect all adjustments, which are of a normal recurring nature, necessary for a fair statement of the financial condition, results of operations and cash flows of the Company for the interim periods presented and are not necessarily indicative of a full year's results. The Company does not have any Other Comprehensive Income.

Item 2.    Management's Discussion and Analysis of Financial Condition and Results of Operations

Not applicable.

Item 3.    Quantitative and Qualitative Disclosures about Market Risk

Not applicable.

Item 4.  Controls and Procedures
 
(a) Disclosure Controls and Procedures

Our management, including our principal executive and financial officers, with the participation of our manager, Frontline, assessed the effectiveness of the design and operation of the Company's disclosure controls and procedures pursuant to Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended, as of September 30, 2014. Based upon that evaluation, our management, including our principal executive and financial officers, with the participation of our manager, Frontline, concluded that the Company's disclosure controls and procedures were effective as of September 30, 2014.

(b) Changes in Internal Control over Financial Reporting

There were no changes in our internal controls over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

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PART II – OTHER INFORMATION


Item 1.    Legal Proceedings

None.

Item 1A. Risk Factors

Management of the Company does not believe there have been any material changes in the risk factors that were disclosed in the Company's annual report on Form 10-K for the year ended December 31, 2013, which was filed with the Commission on March 25, 2014.

Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3.    Defaults Upon Senior Securities

None.

Item 4.    Mine Safety Disclosures

None.

Item 5.    Other Information

On October 20, 2014, the Company's affiliate, Golden State Petro (IOM I-A) PLC, sold the vessel m.t. Ulriken, which served as collateral for the 8.04% First Preferred Mortgage Notes due 2019 (the "Notes") issued by the Company as agent for Golden State Petro (IOM I-A) PLC. The sale was made in accordance with the requirements of the indenture (the "Indenture") governing the Notes. As provided by the Indenture, the net proceeds from the sale, together with other funds held by or on behalf of the trustee under the Indenture for the benefit of noteholders, will be used to mandatorily redeem all remaining outstanding notes 90 days after the sale of the vessel. The Company expects that the mandatory redemption will take place on or around January 19, 2015.

Item 6.    Exhibits
 
3.1*
Certificate of Incorporation of Golden State Petroleum Transport Corporation
 
 
3.2*
Bylaws of Golden State Petroleum Transport Corporation
 
 
3.3*
Memorandum and Articles of Association of Golden State Petro (IOM I-A) PLC
 
 
3.4*
Memorandum and Articles of Association of Golden State Petro (IOM I-B) PLC
 
 
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.
 

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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.
PRE
XBRL
Taxonomy Extension Schema Presentation Linkbase
 
*
Incorporated by reference from the Registrant's Registration Statement on Form F-4, Commission File Number 333-26227, dated April 30, 1997.


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SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


 
 
 
 
Golden State Petroleum Transport Corporation
 
 
 
 
(Registrant)
 
 
 
 
 
Date
November 13, 2014
 
 
By
/s/ Kate Blankenship
 
 
 
 
 
Kate Blankenship
Director, Chief Financial Officer,
Chief Accounting Officer
(Principal Financial Officer)

 
Date
November 13, 2014
 
 
By
/s/ Tor Olav Troim
 
 
 
 
 
Tor Olav Troim
Director and President
(Principal Executive Officer)



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