Pacific Coast Oil Trust (NYSE:ROYT) Files An 8-K Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure.
On November 13, 2019, Pacific Coast Oil Trust filed a Notification of Late Filing on Form 12b-25 that contained the following disclosures:
As disclosed in the Current Report on Form 8-K of Pacific Coast Oil Trust (the Trust) filed on October 10, 2019, on October 4, 2019 PricewaterhouseCoopers LLP (PwC) resigned as the independent registered public accounting firm of the Trust. As previously disclosed, NewBridge Resources Pacific LLC, which is wholly owned by NewBridge Resources Group LLC, which is owned 50% by Scott Y. Wood and 50% by K4 Oil LLC, recently acquired Pacific Coast Energy Holdings LLC (PCEH). PCEH is the sole member of the general partner of Pacific Coast Energy Company, LP (PCEC), which is the sponsor of the Trust. PCEC, which owns the oil and natural gas properties in which the Trust owns certain net profits and royalty interests conveyed by PCEC, provides to the Trust such accounting, bookkeeping and informational services and other services necessary for the preparation of the reports the Trust is required to file with the Securities and Exchange Commission (the SEC). PwC informed The Bank of New York Mellon Trust Company, N.A., the Trustee of the Trust (the Trustee) that its resignation was the result of the change of ownership of PCEH. The Trustee understands that Mr. Wood was affiliated with, and may have been an executive officer of, ERG Intermediate Holdings, LLC, which filed for bankruptcy protection in 2015.
Although the Trustee has commenced a search for a successor independent registered public accounting firm, the Trustee has not yet identified a suitable successor. As the Trust has not yet appointed a successor independent registered public accounting firm, the Trust is unable to file its Quarterly Report on Form 10-Q for the period ended September 30, 2019 with the SEC within the prescribed time period without unreasonable effort or expense.
PCEC has informed the Trustee that, as permitted by the conveyances to the Trust, PCEC intends to begin deducting estimated future plugging and abandonment costs from the amounts otherwise payable to the Trust under its Net Profits Interest. PCEC has advised the Trustee that PCEC expects to begin these deductions in January 2020.
PCEC has informed the Trustee that its current undiscounted estimate of total future amount of plugging and abandonment costs attributable to the Trust is approximately $56.7 million, net of estimated equipment salvage value. As described in the Trusts filings with the SEC, PCEC has the right to deduct all costs accrued for future plugging and abandonment of any well or facility (provided that such amounts shall not be included as deductions in subsequent periods) in calculating its payments to the Trust under the Net Profits Interest. PCEC has not yet provided the Trust with the amount PCEC expects to accrue for these costs. Although the Trustee expects the amount to be less than $56.7 million, the amount is nevertheless expected to be a material amount and may not be significantly less than $56.7 million. Further, PCECs estimate of the total future amount of plugging and abandonment costs, as well as the amount PCEC accrues for the estimated future costs, may change from time to time. In any case, the amount of PCEC has estimated appears likely to eliminate the likelihood of significant payments to the Trust under its Net Profits Interest beginning in January 2020. PCEC has not yet informed the Trustee whether PCEC intends to deduct up to a specific amount each month, or intends to deduct an amount equal to the amount otherwise payable to the Trust.
PCEC is not allowed to deduct estimated future plugging and abandonment costs in calculating payments under the Trusts Royalty Interest, but such payments (which are likely to terminate completely in 2020) are relatively insignificant and they are unlikely to result in any future distributions.
As described in more detail in the Trusts filings with the SEC, the Trust will terminate if the annual cash received by the Trust from the Net Profits Interest and Royalty Interest total less than $2.0 million for each of any two consecutive calendar years, which appears to be likely to occur in 2020 and 2021. The Trust may also be terminated by other events as described in the Trusts filings with the SEC.