California Petroleum Transport 10-Q 2010 Q3 Quarterly report

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, 2010

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: 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)

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).
 

[_] 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 3, 2010

1,000 shares Common Stock, $1.00 par value per share

California Petroleum Transport Corporation

Quarterly Report on Form 10-Q

		Page
Part I	Financial Information
Item 1	Unaudited Financial Statements	2
Item 2	Management's Discussion and Analysis of Financial Condition and Results of Operations	8
Item 3	Quantitative and Qualitative Disclosures about Market Risk	9
Item 4	Controls and Procedures	10
Part II	Other Information
Item 1	Legal Proceedings	11
Item 1A	Risk Factors	11
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	11
Item 3	Defaults Upon Senior Securities	11
Item 4	Reserved	11
Item 5	Other Information	11
Item 6	Exhibits	11
Signatures		12

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.

California 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, fluctuations in currencies and interest rates, general market conditions, including fluctuations in charterhire rates and vessel values, changes in demand in the tanker market, changes in world wide oil production and consumption and storage, changes in the Company's operating expenses, including bunker prices, drydocking and insurance costs, changes in governmental rules and regulations or actions taken by regulatory authorities, potential liability from pending or future litigation, general domestic and international politica l conditions, potential disruption of shipping routes due to accidents, political events or acts by terrorists, 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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ITEM 1 – UNAUDITED FINANCIAL STATEMENTS

California Petroleum Transport Corporation

Balance Sheets as at September 30, 2010 and December 31, 2009

(in thousands of US$)

	Sept 30, 2010		Dec 31,  2009 (audited)
ASSETS
Current assets:
Cash and cash equivalents		1		1
Current portion of term loans receivable		9,526		10,256
Interest receivable		2,029		1,449
Other current assets		27		23
Total current assets		11,583		11,729
Term loans receivable, less current portion		37,732		57,317
Deferred charges		371		466
Total assets		49,686		69,512
Current liabilities:
Accrued interest		2,029		1,449
Current portion of term mortgage notes		9,526		10,256
Other current liabilities		27		23
Total current liabilities		11,582		11,728
Term mortgage notes, less current portion		38,103		57,783
Total liabilities		49,685		69,511
Stockholder's equity
Share capital		1		1
Total liabilities and stockholder's equity		49,686		69,512

See notes to the unaudited financial statements.

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California Petroleum Transport Corporation

Statements of Operations and Retained Earnings

for the three and nine month periods ended September 30, 2010 and 2009

(Unaudited)

(in thousands of US$)

Three month period ended Sept 30,		Nine month period ended Sept 30,
2010	2009	2010	2009

Revenue

Interest income	1,036		1,471		3,602		4,626
Expenses reimbursed	6		12		3,030		27
Net operating revenues	1,042		1,483		6,632		4,653
Expenses
General and administrative expenses	(6	)	(12	)	(19	)	(27	)
Amortization of debt issue costs	(21	)	(22	)	(95	)	(66	)
Other financial items	-		-		(3,011	)	-
Interest expense	(1,015	)	(1,449	)	(3,507	)	(4,560	)
	(1,042	)	(1.483	)	(6,632	)	(4,653	)
Net income	-		-		-		-
Retained earnings, beginning of period	-		-		-		-
Retained earnings, end of period	-		-		-		-

See notes to the unaudited financial statements.

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California Petroleum Transport Corporation

Statements of Cash Flows for the nine month periods ended September 30, 2010 and 2009

(Unaudited)

(in thousands of US$)

	Nine month period ended Sept 30,
	2010			2009
Net income		-			-
Adjustments to reconcile net income to net cash
provided by operating activities:
Amortization of deferred debt issue costs		95			66
Amortization of issue discount on loan receivable		(95	)		(66	)
Changes in operating assets and liabilities:
Interest receivable		580			1,236
Other current assets		4			8
Accrued interest		(580	)		(1,236	)
Other current liabilities		(4	)		(8	)
Net cash provided by operating activities		-			-
Cash flows from investing activities
Collections on loans receivable		20,410			9,970
Net cash provided by investing activities		20,410			9,970
Cash flows from financing activities
Repayments of mortgage notes		(20,410	)		(9,970	)
Net cash used in financing activities		(20,410	)		(9.970	)
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		2,927			3,324
Interest received		3,022			3,390

See notes to the unaudited financial statements.

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California Petroleum Transport Corporation

Notes to the unaudited financial statements

1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

California Petroleum Transport Corporation (the "Company"), which is incorporated in Delaware, is a special purpose corporation that was organized solely for the purpose of issuing, as agent on behalf of CalPetro Tankers (Bahamas I) Limited, CalPetro Tankers (Bahamas II) Limited, CalPetro Tankers (Bahamas III) Limited and CalPetro Tankers (IOM) Limited (each an "Owner" and, together, the "Owners"), serial mortgage notes, which were repaid as of April 1, 2006, and term mortgage notes ("the Notes") as full recourse obligations of the Company and loaning the proceeds of the sale of the Notes to the Owners by means of serial loans, which were repaid as of April 1, 2006 and term loans ("Term Loans"), to facilitate the funding of the acquisition of four vessels (the "Vessels") from Chevron Transport Corporation ("Chevron").

Currently, the Owners charter three of the Vessels to Chevron until 2015 under bareboat charters that are expected to provide sufficient payments to cover the Owners' obligations to the Company. CalPetro Tankers (Bahamas I) Limited, CalPetro Tankers (Bahamas II) Limited and CalPetro Tankers (IOM) Limited received no notice from Chevron to terminate their bareboat charters by the required dates. Consequently, the charters will continue until 2015.

The fourth Vessel (the "Front Voyager") was chartered under a bareboat charter to Front Voyager Inc. (the "Charterer"), a wholly owned subsidiary of Frontline Ltd. (the "Front Voyager Charter"). Pursuant to the Front Voyager Charter, the Charterer agreed to charter the Front Voyager as of April 1, 2006 for an initial two-year period (the "Initial Period") with a further seven annual optional periods. The charterhire payable for the Initial Period was $5,050,000. This was prepaid in full on March 31, 2006. On March 25, 2009, the Charterer exercised its option to extend the charter for the second one-year optional period beginning April 1, 2009 at a cost of $1.8 million.  On January 5, 2010, the Charterer gave notice that it would terminate the charter and paid a termination fee of $4.9 million on April 1, 2010 in accordance wi th the bareboat charter. A Memorandum of Agreement, dated March 15, 2010, was signed regarding the sale of the Front Voyager for $8.3 million and delivery to the buyer occurred on April 8, 2010. After the sale of Front Voyager, the Owner, CalPetro Tankers (Bahamas III) Limited, will continue in existence but will not actively engage in any business other than in connection with ongoing corporate affairs.

The Company's only source of funds with respect to the Notes is the payment of the principal and interest on the Term Loans by the Owners.  The Company does not have any other source of capital for payment of the Notes. The Owners' only sources of funds with respect to its obligation to the Company are the payments by Chevron, the proceeds from the sale of any of the remaining Vessels and investment income. The Owners do not have any other source of capital for payment of the Term Loans.

The interim financial statements of the Company have been prepared in accordance with generally accepted accounting principles for interim financial information in the United States and Rule 10-01 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles in the United States 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, 2009. 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 pres entation 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.

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California Petroleum Transport Corporation

Notes to the unaudited financial statements (continued)

2.	PRINCIPAL ACCOUNTING POLICIES
(a)	Revenue and expense recognition
	Interest receivable on the Term Loans is accrued on a daily basis. Interest payable on the Notes is accrued on a daily basis. The Owners reimburse the Company for general and administrative expenses incurred on their behalf.
(b)	Deferred charges
	Deferred charges represent the capitalization of debt issue costs. These costs are amortized over the term of the Notes to which they relate on a straight line basis, which is not materially different from the effective interest rate method.
(c)	Reporting and functional currency
	The reporting and functional currency is the United States dollar.
(d)	Use of estimates
	The preparation of financial statements in accordance with generally accepted accounting principles in the United States requires the Company to make estimates and assumptions in determining the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities on the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods.  Actual results could differ from those estimates
3.	TERM LOANS
	The principal balances of the Term Loans earn interest at a rate of 8.52% per annum and are to be repaid over five years. The Term Loans are reported net of the related discounts, which are amortized over the term of the loans.
4.	TERM LOANS COLLATERAL
	The Term Loans are collateralized by first preferred mortgages on the Vessels to the Company. The earnings and insurance relating to the Vessels subject to the charters with Chevron have been collaterally assigned pursuant to an assignment of earnings and insurance to the Company, which in turn has assigned such assignment of earnings and insurance to JP Morgan Trust Company, National Association (formerly the Chemical Trust Company of California) as the collateral trustee (the "Trustee"). The charters with Chevron and the Chevron Guarantees (where the obligations of Chevron are guaranteed by Chevron Corporation) relating to the Vessels have been collaterally assigned pursuant to the assignment of initial charter and assignment of initial charter guarantee to the Company, which in turn has assigned such assignments to the collateral tr ustee. The capital stock of each of the Owners has been pledged to the Company pursuant to stock pledge agreements which have also been collaterally assigned to the Trustee.
5.	DEFERRED CHARGES

(in thousands of $)	Sept 30, 2010			Dec 31, 2009
Debt arrangement fees		3,400			3,400
Accumulated amortization		(3,029	)		(2,934	)
		371			466

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California Petroleum Transport Corporation

Notes to the unaudited financial statements (continued)

6. TERM MORTGAGE NOTES PAYABLE

(in thousands of $)	Sept 30, 2010			Dec 31,  2009
8.52% Term Mortgage Notes due 2015		47,629			68,039
Less: short-term portion		(9,526	)		(10,256	)
		38,103			57,783

The outstanding debt as of September 30, 2010 is repayable as follows:

(in thousands of $)
April 1, 2011	9,526
April 1, 2012	9,526
April 1, 2013	9,526
April 1, 2014	9,526
April 1, 2015	9,525
Total debt	47,629

	A make whole premium of $2.1 million for the early redemption of debt following the sale of Front Voyager by one of the Owners was paid in April 2010. In addition, fees of $0.9 million relating to the consent solicitation process relating to the sale of Front Voyager and its release from the collateral securing the Notes, and the redemption and cancellation of the portion of the outstanding principal amount of the Notes allocated to the Front Voyager were incurred in April 2010.
	The Notes bear interest at a rate of 8.52% per annum.  Interest is payable semi-annually. The Notes include certain covenants including restriction on the payment of dividends and making additional loans or advances to affiliates. At September 30, 2010 the Company was in compliance with such covenants.
	As of September 30, 2010, the effective interest rate for the Notes was 8.52%.
7.	SHARE CAPITAL

(in thousands of $)	Sept 30, 2010		Dec 31, 2009
Authorized, issued and fully paid share capital:
1,000 shares of $1.00 each		1		1

8. FINANCIAL INSTRUMENTS

	Sept 30, 2010				Dec 31, 2009
(in thousands of $)	Fair Value		Carrying Value		Fair Value		Carrying Value
Cash and cash equivalents		1		1		1		1
8.52% Term Mortgage Notes due 2015		48,608		47,629		80,218		68,039

The methods and assumptions used in estimating the fair values of financial instruments are as follows:

The carrying value of cash and cash equivalents, which are highly liquid, is a reasonable estimate of fair value.

The estimated fair value of the mortgage notes is based on the quoted market price of these or similar notes when available.

Concentrations of risk

The Company's only sources of funds for the repayment of the principal and interest on the Notes are the repayments from the Owners. The Owners' only sources of funds for the repayment of the principal and interest on the Term Loans from the Company are from charterhire payments from Chevron, investment income and the proceeds from the sale of any of the remaining Vessels. Accordingly, the Company's ability to service its obligations on the Notes is wholly dependent upon the financial condition, results of operations and cash flows from the Owners.

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ITEM 2 – MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Results of Operations

Amounts included in the following discussion are derived from our unaudited interim financial statements for the three and nine months ended September 30, 2010 and 2009.

Interest income

	Three months ended Sept 30,				Nine months ended Sept 30,
(in thousands of $)	2010		2009		2010		2009
Interest income		1,036		1,471		3,602		4,626

Interest income decreased in the nine months ended September 30, 2010 compared to the same period in 2009 primarily due to a decrease in the principal balance of Term Loans receivable. In April 2010, the Owners repaid a total principal amount of $20.4 million on the Term Loans.

Interest income has decreased in the three months ended September 30, 2010 compared to the same period in 2009 as a result of loan repayments during the year. The decrease is in line with expectations.

Interest expense

	Three months ended Sept 30,				Nine months ended Sept 30,
(in thousands of $)	2010		2009		2010		2009
Interest expense		1,015		1,449		3,507		4,560

The decrease in interest expense for the nine months ended September 30, 2010 compared to the same period in 2009 is primarily due to a decrease in the principal balance of loans payable. In April 2010, we repaid a total principal amount of $20.4 million on the loans.

The fall in interest expense for the three months ended September 30, 2010 compared to the same period in 2009 is in line with expectations resulting from the interest being charged on a lower principal balance.

Amortization of debt issue costs

	Three months ended Sept 30,				Nine months ended Sept 30,
(in thousands of $)	2010		2009		2010		2009
Amortization of debt issue costs		21		22		95		66

The increase in amortization of debt issue costs for the nine months ended September 30, 2010 compared to the same period in 2009 is due to a write–off of debt issue costs in the second quarter of 2010 relating to the debt that was redeemed early following the sale of Front Voyager.

Other financial items

	Three months ended Sept 30,				Nine months ended Sept 30,
(in thousands of $)	2010		2009		2010		2009
Other financial items		-		-		3,011		-

Other financial items in the nine months ended September 30, 2010 comprises a make whole premium of $2.1 million for the early redemption of debt following the sale of Front Voyager by one of the Owners and fees of $0.9 million relating to the consent solicitation process relating to the sale of Front Voyager and its release from the collateral securing the Notes, and the redemption and cancellation of the portion of the outstanding principal amount of the Notes allocated to the Front Voyager.

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Liquidity and Capital Resources

The Company is a passive entity, and its activities are limited to collecting cash from the Owners and making repayments on the Notes. The Company has no source of liquidity and no capital resources other than the cash receipts attributable to the Term Loans.

Off-balance Sheet Arrangements

The Company has no off-balance sheet arrangements that have, or are reasonably likely to have, a material current effect or that are reasonably likely to have a material future effect on its financial condition, revenues or expenses, liquidity, capital expenditures or capital reserves.

Critical Accounting Policies

There have been no material changes to the Company's critical accounting policies and estimates from the information provided in Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations included in our 2009 Form 10-K.

ITEM 3 – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

None of the instruments issued by us are for trading purposes.  We are exposed to business risk inherent in the international tanker market as outlined in the section entitled "Risk Factors" in our 2009 Form 10-K.

Quantitative information about market risk instruments as at September 30, 2010 is as follows:

The Term Loans bear interest at a rate of 8.52% per annum. Interest is payable on April 1 and October 1 of each year. Principal is repayable on the Term Loans in accordance with a remaining 5-year sinking fund schedule.

The table below provides the scheduled sinking fund redemption amounts and final principal payment of the allocated principal amount of the Term Loans.

Scheduled payment date	$'000
April 1, 2011		9,526
April 1, 2012		9,526
April 1, 2013		9,526
April 1, 2014		9,526
April 1, 2015		9,525
		47,629

The outstanding amount of Term Loans at September 30, 2010 was $47.6 million.

9

ITEM 4 – CONTROLS AND PROCEDURES

(a) Disclosure Controls and Procedures

Our management, including our President and Treasurer, with the participation of our manager, Frontline Ltd., 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, 2010.  Based upon that evaluation, our President and Treasurer concluded that the Company's disclosure controls and procedures were effective as of September 30, 2010.

(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 filed with the Commission on March 19, 2010.

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

None.

Item 3.       Defaults Upon Senior Securities

None.

Item 4.       Reserved

Item 5.       Other Information

None.

Item 6 –     Exhibits

Exhibit 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).
Exhibit 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).
Exhibit 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
Exhibit 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
Exhibit 32.1	Certification 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
Exhibit 32.2	Certification 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
*Incorporated by reference to the filing indicated.

11

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.

	California Petroleum Transport Corporation
			(Registrant)
Date:  November 3, 2010	By:	/s/ Frank B. Bilotta
		Frank B. Bilotta
		Director and President

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