UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 24, 2016
Pacific Coast Oil Trust
(Exact name of registrant as specified in its charter)
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Delaware |
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1-35532 |
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80-6216242 |
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(State or other jurisdiction of |
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(Commission |
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(IRS Employer |
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incorporation ) |
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File Number) |
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Identification No.) |
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The Bank of New York Mellon Trust Company, N.A., Trustee |
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Global Corporate Trust |
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919 Congress Avenue |
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Austin, Texas |
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78701 |
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(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including area code: (512) 236-6555
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 2.02 Results of Operations and Financial Condition.
On March 24, 2016, Pacific Coast Oil Trust issued a press release announcing there will be no cash distribution to the holders of its units of beneficial interest of Pacific Coast Oil Trust in April 2016. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.
Pursuant to General Instruction B.2 of Form 8-K and Securities and Exchange Commission Release No. 33-8176, the press release attached as Exhibit 99.1 is not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, is not subject to the liabilities of that section and is not deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, but is instead furnished for purposes of that instruction.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit 99.1 Pacific Coast Oil Trust Press Release dated March 24, 2016.
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 hereunto duly authorized.
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Pacific Coast Oil Trust | |
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By: The Bank of New York Mellon Trust Company, N.A., as Trustee | |
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Date: March 24, 2016 |
By: |
/s/ Sarah Newell |
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Sarah Newell |
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Vice President |
Exhibit 99.1
Pacific Coast Oil Trust
Pacific Coast Oil Trust Announces There Will Be No April Cash Distribution
Pacific Coast Oil Trust
The Bank of New York Mellon Trust Company, N.A., Trustee
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News |
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Release |
For Immediate Release
Austin, Texas March 24, 2016 — PACIFIC COAST OIL TRUST (NYSE—ROYT) (the “Trust”) a perpetual royalty trust formed by Pacific Coast Energy Company LP (“PCEC”), announced today that there will be no cash distribution to the holders of its units of beneficial interest of record on April 5, 2016. The Trust’s distribution calculation relates to net profits and overriding royalties generated during February 2016 as provided in the conveyance of net profits and overriding royalty interest.
There were no net profits from the Developed Properties this month as operating expenses and capital expenditures exceeded revenues by $0.5 million in February as compared to $0.6 million in January. The current month’s lease operating expenses for the Developed Properties, including property taxes, were $2.2 million compared to $2.6 million in the prior month. The current month’s capital expenditures for the Developed Properties were in-line with the prior month at $0.2 million. Revenues from the Developed Properties were lower by $0.3 million stemming from lower production with two fewer days of production in February than January and lower average realized prices. Average realized prices for the Developed Properties were $22.37 per Boe in February, as compared to $23.53 per Boe in January. The net profits for the Developed Properties now has a cumulative deficit of $1.1 million, which will be subtracted from any future net profits until the cumulative net profits deficit for the Developed Properties has been reduced to zero.
The current month’s calculations included $26,000 for the 7.5% overriding royalty on the Remaining Properties from 33 Orcutt Diatomite wells and eight Orcutt Field wells. Average realized prices for the Remaining Properties were $19.29 per Boe in February, as compared to $20.34 per Boe in January. The cumulative deficit of the net profits interest on the Remaining Properties, including the 7.5% overriding royalty payments, stands at $1.8 million, unchanged from the prior month.
The current month’s expected Trust administrative expenses and the monthly operating and services fee payable to PCEC totaled $238,000, which when subtracted from $26,000 to be received from PCEC for the 7.5% overriding royalty on the Remaining Properties, will create a shortfall of $212,000. The expected shortfall will be borrowed from PCEC in April 2016. The expected current month shortfall is expected to increase the cumulative shortfall to $581,000.
PCEC has agreed to loan funds to the Trust necessary to pay such expenses at an interest rate of 8.5% per annum. PCEC previously provided the Trust with a $1 million letter of credit to be used by the Trust if its cash on hand (including available cash reserves) is not sufficient to pay ordinary course administrative expenses as they
become due. Any funds provided under the letter of credit or loaned by PCEC may only be used for the payment of current accounts or other obligations to trade creditors in connection with obtaining goods or services or for the payment of other accrued current liabilities arising in the ordinary course of the Trust’s business. No distribution will be made to Trust unitholders until the indebtedness borrowed, including interest thereon, has been paid in full.
Sales Volumes and Prices
The following table displays PCEC’s underlying sales volumes and average prices for the month of February 2016:
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Underlying Properties | ||||
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Sales Volumes |
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Average Price |
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(Boe) |
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(per Boe) |
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Developed Properties (a) |
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80,203 |
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22.37 |
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Remaining Properties (b) |
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24,464 |
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$ |
19.29 |
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(a) Crude oil sales represented 97% of sales volumes.
(b) Crude oil sales represented 99% of sales volumes.
Status of the Trust
As oil and natural gas prices continue to decline and as we are unable to predict future commodity prices with any greater precision than the futures market, it appears likely that distributions to the Trust will continue to be significantly impacted. The Trust Agreement provides that the Trust will terminate in the event that annual proceeds received by the Trust attributable to the Conveyed Interests (as defined in the Trust Agreement), in the aggregate, are less than $2 million for each of any two consecutive years.
Overview of Trust Structure
Pacific Coast Oil Trust is a perpetual Delaware statutory trust formed by PCEC to own interests in certain oil and gas properties in the Santa Maria Basin and the Los Angeles Basin in California (the “Underlying Properties”). The Underlying Properties and the Trust’s net profits and royalty interests are described in the Trust’s filings with the Securities and Exchange Commission (the “SEC”). As described in the Trust’s filings with the SEC, the amount of any periodic distributions is expected to fluctuate, depending on the proceeds received by the Trust as a result of actual production volumes, oil and gas prices, development expenses, and the amount and timing of the Trust’s administrative expenses, among other factors. For additional information on the Trust, please visit www.pacificcoastoiltrust.com.
Cautionary Statement Regarding Forward-Looking Information
This press release contains statements that are “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. All statements contained in this press release, other than statements of historical facts, are “forward-looking statements” for purposes of these provisions. These forward-looking statements include the amount and date of any anticipated distribution to unitholders. The anticipated distribution is based, in part, on the amount of cash received or expected to be received by the Trust from PCEC with respect to the relevant period. Any differences in actual cash receipts by the Trust could affect this distributable amount. Other important factors that could cause actual results to differ materially include expenses of the Trust and reserves for anticipated future expenses. Statements made in this press release are qualified by the cautionary statements made in this press release. Neither PCEC nor the Trustee intends, and neither assumes any obligation, to update any of the statements included in this press release. An investment in units issued by Pacific Coast Oil Trust is subject to the risks described in the Trust’s Annual Report on Form 10-K for the year ended December 31, 2015 filed with the SEC on March 4, 2016, and if applicable, the Trust’s Quarterly Reports on Form 10-Q. The Trust’s Annual Report on Form 10-K and the Quarterly Reports on Form 10-Q reports are available over the Internet at the SEC’s website at http://www.sec.gov.
Contact:
Pacific Coast Oil Trust
The Bank of New York Mellon Trust Company, N.A., as Trustee
Sarah Newell
1(512) 236-6555
919 Congress Avenue Austin, TX 78701