Attached files

file filename
EXCEL - IDEA: XBRL DOCUMENT - CALIFORNIA PETROLEUM TRANSPORT CORPFinancial_Report.xls
XML - IDEA: XBRL DOCUMENT - CALIFORNIA PETROLEUM TRANSPORT CORPR6.htm
XML - IDEA: XBRL DOCUMENT - CALIFORNIA PETROLEUM TRANSPORT CORPR9.htm
XML - IDEA: XBRL DOCUMENT - CALIFORNIA PETROLEUM TRANSPORT CORPR1.htm
XML - IDEA: XBRL DOCUMENT - CALIFORNIA PETROLEUM TRANSPORT CORPR4.htm
XML - IDEA: XBRL DOCUMENT - CALIFORNIA PETROLEUM TRANSPORT CORPR5.htm
XML - IDEA: XBRL DOCUMENT - CALIFORNIA PETROLEUM TRANSPORT CORPR2.htm
XML - IDEA: XBRL DOCUMENT - CALIFORNIA PETROLEUM TRANSPORT CORPR8.htm
XML - IDEA: XBRL DOCUMENT - CALIFORNIA PETROLEUM TRANSPORT CORPR7.htm
XML - IDEA: XBRL DOCUMENT - CALIFORNIA PETROLEUM TRANSPORT CORPR24.htm
XML - IDEA: XBRL DOCUMENT - CALIFORNIA PETROLEUM TRANSPORT CORPR19.htm
XML - IDEA: XBRL DOCUMENT - CALIFORNIA PETROLEUM TRANSPORT CORPR15.htm
XML - IDEA: XBRL DOCUMENT - CALIFORNIA PETROLEUM TRANSPORT CORPR18.htm
XML - IDEA: XBRL DOCUMENT - CALIFORNIA PETROLEUM TRANSPORT CORPR20.htm
XML - IDEA: XBRL DOCUMENT - CALIFORNIA PETROLEUM TRANSPORT CORPR13.htm
XML - IDEA: XBRL DOCUMENT - CALIFORNIA PETROLEUM TRANSPORT CORPR23.htm
XML - IDEA: XBRL DOCUMENT - CALIFORNIA PETROLEUM TRANSPORT CORPR12.htm
XML - IDEA: XBRL DOCUMENT - CALIFORNIA PETROLEUM TRANSPORT CORPR22.htm
XML - IDEA: XBRL DOCUMENT - CALIFORNIA PETROLEUM TRANSPORT CORPR14.htm
XML - IDEA: XBRL DOCUMENT - CALIFORNIA PETROLEUM TRANSPORT CORPR16.htm
XML - IDEA: XBRL DOCUMENT - CALIFORNIA PETROLEUM TRANSPORT CORPR11.htm
XML - IDEA: XBRL DOCUMENT - CALIFORNIA PETROLEUM TRANSPORT CORPR17.htm
XML - IDEA: XBRL DOCUMENT - CALIFORNIA PETROLEUM TRANSPORT CORPR10.htm
XML - IDEA: XBRL DOCUMENT - CALIFORNIA PETROLEUM TRANSPORT CORPR21.htm
EX-31.1 - CALIFORNIA PETROLEUM TRANSPORT CORPd1331341_ex31-1.htm
EX-32.1 - CALIFORNIA PETROLEUM TRANSPORT CORPd1331341_ex32-1.htm
EX-32.2 - CALIFORNIA PETROLEUM TRANSPORT CORPd1331341_ex32-2.htm
EX-31.2 - CALIFORNIA PETROLEUM TRANSPORT CORPd1331341_ex31-2.htm
XML - IDEA: XBRL DOCUMENT - CALIFORNIA PETROLEUM TRANSPORT CORPR3.htm
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, 2012

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).
 
[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 8, 2012

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
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
Mine Safety Disclosures
11
Item 5
Other Information
11
Item 6
Exhibits
11
     
Signatures
 
13
     
     


 

 
 

 

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 and currencies, general market conditions, including fluctuations in charterhire 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.

We caution readers of this report not to place undue reliance on these forward-looking statements, which speak only as of their dates. These forward looking statements are not guarantees of our future performance, and actual results and future developments may vary materially from those projected in the forward looking statements. Please see our Risk Factors in Item 3 of our annual report on Form 10-K for the year ended December 31, 2011 for a more complete discussion of these and other risks and uncertainties.

 
 
 
 
 

 
1

 


 
ITEM 1 – FINANCIAL STATEMENTS

California Petroleum Transport Corporation
Unaudited Balance Sheets as at September 30, 2012 and December 31, 2011
(in thousands of US$)
 
 
 
 
             
   
September 30, 2012
   
December 31, 2011
 
ASSETS
           
Current assets:
           
Cash and cash equivalents
    1       1  
Current portion of Term Loans receivable
    9,526       9,526  
Interest receivable
    1,217       812  
Other current assets
    18       15  
Total current assets
    10,762       10,354  
Term Loans receivable, less current portion
    18,847       28,311  
Deferred charges
    204       266  
Total assets
    29,813       38,931  
                 
LIABILITIES AND EQUITY
               
Current liabilities:
               
Accrued interest
    1,217       812  
Current portion of Term Notes payable
    9,526       9,526  
Other current liabilities
    18       15  
Total current liabilities
    10,761       10,353  
Term Notes payable, less current portion
    19,051       28,577  
Total liabilities
    29,812       38,930  
Equity
               
Share capital
    1       1  
Total liabilities and equity
    29,813       38,931  

 

See notes to the unaudited financial statements.




 
2

 


 
California Petroleum Transport Corporation
Unaudited Statements of Operations and Retained Earnings for the three and nine month periods ended September 30, 2012 and 2011


(in thousands of US$)

   
Three month period
ended September 30,
   
Nine month period
ended September 30,
 
   
2012
   
2011
   
2012
   
2011
 
Revenue
                               
Interest income
   
629
     
832
     
2,091
     
2,700
 
Expenses reimbursed
   
8
     
6
     
21
     
17
 
Net operating revenues
   
637
     
838
     
2,112
     
2,717
 
   
General and administrative expenses
   
(8
)
   
(6
)
   
(21
)
   
(17
)
Amortization of debt issue costs
   
(20
)
   
(21
)
   
(62
)
   
(63
)
Interest expense
   
(609
)
   
(811
)
   
(2,029
)
   
(2,637
)
Total operating expenses
   
(637
)
   
(838
)
   
(2,112
)
   
(2,717
)
Net income
   
-
     
-
     
-
     
-
 
                                 
Retained earnings, beginning of period
   
-
     
-
     
-
     
-
 
Retained earnings, end of period
   
-
     
-
     
-
     
-
 


 
 
 
 


 

See notes to the unaudited financial statements.
 
 
 

 
3

 


 
California Petroleum Transport Corporation
Unaudited Statements of Cash Flows for the nine month periods ended September 30, 2012 and 2011
 (in thousands of US$)

   
Nine month period
ended September 30,
 
   
2012
   
2011
 
             
Net income
    -       -  
Adjustments to reconcile net income to net cash provided by operating activities:
               
        Amortization of deferred debt issue costs
    62       63  
Amortization of issue discount on loan receivable
    (62 )     (63 )
Changes in operating assets and liabilities:
               
       Interest receivable
    (405     (609
       Other current assets
    (3     6  
       Accrued interest
    405       609  
       Other current liabilities
    3       (6 )
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
    1,624       2,028  

 
 
 
See notes to the unaudited financial statements.
 

 
 

 
4

 


 
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"), $167,500,000 Serial First Preferred Mortgage Notes, or the Serial Notes, and $117,900,000 8.52% First Preferred Mortgage Notes due in 2015, which we refer to as the Term Notes and together with the Serial Notes as the Notes. The Serial Notes were fully repaid April 1, 2006. The proceeds from the sale of the Notes were applied by way of long-term loans, being Serial Loans in respect of the Serial First Preferred Mortgage Notes and Term Loans in respect of the First Preferred Mortgage Notes due in 2015, to the Owners to fund the acquisition of four vessels (the "Vessels") from Chevron Transport Corporation ("Chevron").
  
Currently, the Owners charter three of the Vessels to Chevron 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 April 1, 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 $5.05 million. 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 with 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 Term 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 Term Notes. The Owners' only sources of funds with respect to their obligations to the Company are the payments by Chevron. 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 ("GAAP") 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, 2011. 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.
 

 

 
5

 
 
 
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 Term 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 Term Notes to which they relate on a straight line basis, which is not materially different to 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 GAAP 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.
 
(e)           Other Comprehensive Income
 
The Company does not have any Other Comprehensive Income.
 
(f)           Recently Issued Accounting Pronouncements

There were no new accounting standards implemented in the nine months ended September 30,  2012 that had an impact on our results or new accounting standards to be implemented in the future that we expect to have an impact on our results when adopted.
 
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 in full on April 1, 2015 on the same basis as the Term Notes.

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 The Bank of New York Mellon 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 trustee.  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.

 
6

 


California Petroleum Transport Corporation
Notes to the unaudited financial statements (continued)

 
4.         TERM LOANS COLLATERAL (continued)

On October 3, 2011, pursuant to the Collateral Trust Agreement, excess funds held by the Trustee in the amount of $6.7 million allocable to CalPetro Tankers (Bahamas III) Limited became available for release from the relevant trust account as a result of sufficient funds remaining on deposit at the Trustee for the payment in full of principal and interest on the Term Notes as they become due and were released to CalPetro Tankers (Bahamas III) Limited on the same date. CalPetro Tankers (Bahamas III) Limited paid a dividend of $6.7 million on December 15, 2011.

5.
DEFERRED CHARGES

 
        (in thousands of $)
 
September
30, 2012
   
December,
31, 2011
 
        Debt arrangement fees
    3,400       3,400  
         Accumulated amortization
    (3,196 )     (3,134 )
      204       266  
 
6.
TERM NOTES

 
(in thousands of $)
 
September
30, 2012
   
December
31,  2011
 
8.52% Term Notes due 2015
    28,577       38,103  
Less: short-term portion
    (9,526 )     (9,526 )
      19,051       28,577  

The outstanding debt as of September 30, 2012 is repayable as follows:
 
(in thousands of $)
     
2013
    9,526  
2014
    9,526  
2015
    9,525  
Total debt
    28,577  

The Term Notes bear interest at a rate of 8.52% per annum. Interest is payable semi-annually. The Term Notes include certain covenants such as restriction on the payment of dividends and making additional loans or advances to affiliates. At September 30, 2012, the Company was in compliance with these covenants.

As of September 30, 2012, the effective interest rate for the Term Notes of the Company was 8.52%.

7.
SHARE CAPITAL
 
 
(in thousands of $)
 
September
30, 2012
   
December
31, 2011
 
Authorized, issued and fully paid share capital:
           
1,000 shares of $1.00 each
   
1
     
1
 


 
7

 


California Petroleum Transport Corporation
Notes to the unaudited financial statements (continued)

 
8.
FINANCIAL INSTRUMENTS
 
Fair values
 
The carrying value and estimated fair value of the Company's financial instruments at September 30, 2012 and December 31, 2011 are as follows:
 
   
September 30, 2012
   
December 31, 2011
 
(in thousands of $)
 
Fair
Value
   
Carrying
Value
   
Fair
Value
   
Carrying
Value
 
Cash and cash equivalents
   
1
     
1
     
1
     
1
 
Term Loans
   
26,698
     
28,373
     
36,544
     
37,837
 
8.52% Term Notes due 2015
   
26,891
     
28,577
     
36,801
     
38,103
 

The following methods and assumptions were used to estimate the fair value of each class of financial instrument;

Cash and cash equivalents - the carrying value is a reasonable estimate of fair value.

Term Loans – the estimated fair value of the Term Loans is based on the quoted market prices of the Term Notes.

Term Notes - the estimated fair values of the 8.52% Term Notes are based on the market price achieved in the last significant trading of the Notes adjusted for movements in the fixed income markets up to the period end (level two per ASC Topic 820).

Concentrations of risk

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

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

Three and nine months ended September 30, 2012 compared with the three and nine months ended September 30, 2011

Amounts included in the following discussion are derived from our unaudited interim financial statements for the three and nine months ended September 30, 2012 and September 30, 2011.

Interest income

   
Three months ended
September 30,
   
Nine months ended
September 30,
 
(in thousands of $)
 
2012
   
2011
   
2012
   
2011
 
                         
Interest income
   
629
     
832
     
2,091
     
2,700
 


 
8

 


Interest income decreased in the nine months ended September 30, 2012 compared to the same period in 2011 primarily due to a decrease in the principal balance of Term Loans receivable. On April 1, 2012, the Owners repaid a total principal amount of $9.5 million on the Term Loans.

Interest income has decreased in the three months ended September 30, 2012 compared to the same period in 2011 as a result of loan repayments during the year. The decrease is in line with expectations.

Interest expense

   
Three months ended
September 30,
   
Nine months ended
September 30,
 
(in thousands of $)
 
2012
   
2011
   
2012
   
2011
 
                         
Interest expense
   
609
     
811
     
2,029
     
2,637
 

The decrease in interest expense for the nine months ended September 30, 2012 compared to the same period in 2011 is primarily due to a decrease in the principal balance of Term Notes payable. On April 1, 2012, we repaid a total principal amount of $9.5 million on the Term Notes.

The decrease in interest expense for the three months ended September 30, 2012 compared to the same period in 2011 is in line with expectations resulting from the interest being charged on a lower principal balance.

Liquidity and Capital Resources

We are a passive entity, and our activities are limited to collecting cash from the Owners and making repayments on the Term Notes. We have no source of liquidity and no capital resources other than the cash receipts attributable to the Term Loans.

Off-balance Sheet Arrangements

We have 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 our 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 annual report on Form 10-K for the year ended December 31, 2011.

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 "Item 1A. Risk Factors" in our annual report on Form 10-K for the year ended December 31, 2011.
 
Quantitative information about market risk instruments as of September 30, 2012 is as follows:
 
Term Notes
 
The principal balances of the Term Notes accrue interest at a rate of 8.52% per annum and are to be repaid in full on April 1, 2015. The table below provides the final principal payments on the Term Notes.

Scheduled payment date
 
$'000
 
April 1, 2013
   
9,526
 
April 1, 2014
   
9,526
 
April 1, 2015
   
9,525
 
Total debt
   
28,577
 


 
9

 


The outstanding amount of Term Notes as of September 30, 2012 was $28.6 million.
 
The principal balances of the Term Loans earn interest at a rate of 8.52% per annum and are to be repaid in full on April 1, 2015 on the same basis as the Term Notes.

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 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, 2012.  Based upon that evaluation, our principal executive and financial officers concluded that the Company's disclosure controls and procedures were effective as of September 30, 2012.
 
(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.
 


 
10

 


 
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, 2011, which was filed with the Commission on March 16, 2012.
 
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
 
None.

Item 6 – Exhibits

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).

 
11

 


 
   
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
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
   
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

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.
 
**
Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability under such sections.


 
12

 

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 8, 2012
By:
/s/ Damian A. Perez
 
   
Damian A. Perez
   
Director, President and Treasurer
(Principal Executive Officer and
Principal Financial Officer)

  13