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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

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

For the quarterly period ended: March 31, 2015

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

Commission file number 001-35432

ZaZa Energy Corporation

(Exact name of registrant as specified in its charter)

ZaZa Energy Corporation
1301 McKinney St Suite 2800
Houston, Texas 77010

(Address of principal executive office)

Registrant’s telephone number, including area code: 713-595-1900

Indicate by check mark whether the Registrant (i) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the Registrant was required to file such reports), and (ii) has been subject to such filing requirements for the past 90 days.  Yes x  No o

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 x  No o

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes o  No x

As of April 30, 2015, there were 13,284,139 shares of common stock, par value $0.01 per share, outstanding.

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ZAZA ENERGY CORPORATION

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PART I - FINANCIAL INFORMATION

ITEM 1 - FINANCIAL STATEMENTS

ZAZA ENERGY CORPORATION

CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In thousands, except share data)

The accompanying notes are an integral part of these consolidated financial statements.

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ZAZA ENERGY CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Unaudited)

(In thousands, except per share data)

The accompanying notes are an integral part of these consolidated financial statements.

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ZAZA ENERGY CORPORATION

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT

(Unaudited)

(In thousands)

The accompanying notes are an integral part of these consolidated financial statements.

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ZAZA ENERGY CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)

The accompanying notes are an integral part of these consolidated financial statements.

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ZAZA ENERGY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1 - BASIS OF PRESENTATION

ZaZa Energy Corporation is an independent oil and gas company focused on the exploration and production of unconventional and conventional oil and gas assets.  We currently operate primarily through joint ventures in the Eagle Ford East trend in East Texas and the Eagle Ford trend in South Texas.  Our common stock is traded on the NASDAQ Capital Market under the trading symbol ZAZA. In this Quarterly Report on Form 10-Q, unless the context provides otherwise, “we”, “our”, “us” and like references refer to ZaZa Energy Corporation and its subsidiaries.

During interim periods, ZaZa follows the same accounting policies disclosed in its Annual Report on Form 10-K for the year ended December 31, 2014 (“Form 10-K”) filed with the Securities and Exchange Commission (the “SEC”). The interim financial statements should be read in conjunction with the notes to the consolidated financial statements and information presented in the Form 10-K. In management’s opinion, the accompanying interim consolidated financial statements contain all material adjustments, consisting only of normal recurring adjustments, necessary for a fair statement. The results for any interim period are not necessarily indicative of the expected results for the entire year.

All material intercompany accounts and transactions have been eliminated in consolidation.

East Texas Joint Venture with EOG

On March 21, 2013, we entered into a Joint Exploration and Development Agreement (the “JEDA”) with EOG Resources, Inc. (“our counterparty” or “EOG”) for the joint development of certain of our East Texas properties located in Walker, Grimes, Madison, Trinity, and Montgomery Counties, Texas.  As of March 31, 2015, approximately 139,000 gross acres of the joint venture in East Texas were subject to this agreement and its subsequent amendments.  Our counterparty acts as the operator, has paid us certain cash amounts, has borne 100% of the drilling and completion costs of certain specified wells, and has paid a portion of our share of additional seismic or well costs in order to earn its interest in these properties per the JEDA terms.  Initially, ZaZa has retained a 25% working interest and our counterparty has earned a 75% working interest in the acreage.  This joint development was divided into three phases.

The first phase commenced on April 2, 2013 and has been completed. In this phase, we transferred approximately 20,000 net acres to our counterparty in exchange for a cash payment by our counterparty to us of $10 million and an obligation of our counterparty to drill and pay 100% of the drilling and completion costs of three wells, the last of which was completed on December 20, 2013.

On September 25, 2013, ZaZa and its counterparty amended and restated the JEDA, which resulted in the following transactions being closed on October 15, 2013:

·                  Phase II Acceleration.  Our counterparty accelerated Phase II of the joint venture, and we assigned approximately 20,000 net acres to our counterparty in exchange for (i) cash consideration of $17 million and (ii) approximately $3 million of interests (based on an independent reserves report) in 15 producing wells of our counterparty located outside of the Area of Mutual Interest or “AMI” (established by the JEDA). Also, during Phase II, our counterparty agreed to drill two horizontal wells and one vertical well in the parties’ AMI, carry ZaZa’s interests in those wells and provide a miscellaneous work and land carry of up to $1.25 million. On August 7, 2014, we announced that our counterparty had completed drilling the second well that was required to be drilled as part of Phase II of the joint development program.  The third and final Phase II well has reached target depth and is in the process of being recompleted.

·                  Phase III Acceleration. ZaZa assigned approximately 7,800 net acres from the former Phase III acreage for which ZaZa received approximately $11 million of interests (based on an independent reserves report) in the 15 producing wells of our counterparty (part of Phase II and referenced above). In addition, our counterparty was given the option, until January 31, 2014, to acquire an interest in the remaining approximately 12,300 former Phase III net acres from ZaZa. As described below, our counterparty elected to acquire an interest in all of the remaining Phase III net acres.

·                  Exchange of Leases and Wells.  Our counterparty acquired approximately 19,000 additional net acres and interests in related wells in the parties’ Area of Mutual Interest, and assigned to ZaZa a 25% interest in the interests acquired by the counterparty in these leases and wells. In consideration for ZaZa’s participation in our counterparty’s leases

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and producing wells, ZaZa assigned to our counterparty approximately 13,875 additional net acres and paid approximately $700,000 in cash.

On March 7, 2014, ZaZa entered into a further amendment to the JEDA pursuant to which we agreed to assign to the counterparty approximately 9,600 net acres, which represents a 75% working interest in our remaining Phase III acreage, in exchange for cash consideration of approximately $4.7 million and the carry by the counterparty of our share of future drilling and completion costs in an aggregate amount up to approximately $9.2 million.  As of March 31, 2015, the $9.2 million of carried costs have been fully deployed.

Also pursuant to the amendment and effective March 7, 2014, we and our counterparty agreed to terminate that certain Participation Agreement, effective as of March 1, 2012, by and between the Company and Range Texas Production, LLC (“Range”) (such agreement, as amended, the “Range Agreement”).  Range’s rights and obligations under the Range Agreement were assigned to, and assumed by, the counterparty pursuant to that certain Quitclaim Assignment and Bill of Sale, effective as of December 1, 2013, by and between Range and the counterparty.

In December 2014, EOG satisfied the last of its drilling obligations under the JEDA.  While selected JEDA provisions survive, the joint venture is now principally governed by the Joint Operating Agreement among EOG, ZaZa, and Quantum.  Pursuant to its terms, ZaZa now has the right to propose new development wells and maintain its desired minimum drilling pace.

East Texas Joint Venture with Quantum

On September 18, 2014, ZaZa and an affiliate of Quantum Energy Partners (“Quantum”) closed the Purchase and Sale Agreement originally entered into on August 21, 2014 (the “Quantum Purchase and Sale Agreement”). The Quantum Purchase and Sale Agreement was amended by Amendment No. 1 to Quantum Purchase and Sale Agreement, dated September 16, 2014 (“Quantum Amendment No.1”), to allow Quantum to assign its rights under the Purchase and Sale Agreement to a different affiliate and to address other technical matters. The Company also entered into an East Texas Development Agreement, dated September 18, 2014, by and between ZaZa and Quantum (the “Quantum Development Agreement”).  The Quantum Development Agreement establishes an area of mutual interest for future acreage acquisitions in Walker, Grimes, Madison, Trinity and Houston counties in Texas. The Quantum Purchase and Sale Agreement, Quantum Amendment No.1 and the Quantum Development Agreement are collectively referred to as the “Quantum Agreements”. Pursuant to the terms of the Quantum Agreements:

·                  ZaZa assigned to Quantum an approximately 4 percent working interest (6,000 of ZaZa’s net acres) in undeveloped leases within ZaZa’s East Texas joint venture.  ZaZa retained its interest in all existing wells in the East Texas joint venture and is reserving the right to participate with respect to Quantum’s working interest in the next 15 East Texas joint venture wells that are spudded, drilled and completed after the closing of the Quantum transaction, as long as those wells are spudded, drilled and completed on or before the second anniversary of the closing of the transaction (the “Reserved Wells”).

·                  ZaZa received $11 million in cash as initial consideration and the right to receive Quantum’s interest in certain of the Reserved Wells.

·                  ZaZa will receive ongoing G&A and cost reimbursements from Quantum for providing services related to their jointly owned assets in Walker, Grimes, Madison, Trinity, and Houston counties.

·                  Quantum has the right to cause ZaZa to purchase Quantum’s interest in the jointly owned assets on an all or nothing basis for a cash price based on Quantum’s initial consideration paid of $11 million plus any out-of-pocket cost of acquiring and renewing leases under the Quantum Agreements on September 17, 2016 (the “Quantum Put Option”).

Following the closing of these Quantum Agreements, ZaZa’s East Texas acreage holdings comprise two separate development areas, each with different operators and ownership structures:

·                  Madison, Walker, and Grimes Counties. The Madison-Walker-Grimes Development Area comprises approximately 139,000 gross acres of the East Texas joint venture and is operated by EOG. ZaZa holds an approximately 21% working interest, or approximately 30,000 net acres and Quantum holds and approximately 4% working interest, or 6,000 net acres in this area. During the next two years, ZaZa has the option to participate for both its and Quantum’s working interest—for a total of a 25% working interest to ZaZa—in the next 15 wells drilled within the Madison-Walker-Grimes Development Area. ZaZa also retained its full 25% working interest in all wells spudded prior to the closing of the Quantum Agreements.

·                  Houston, Trinity, and Leon Counties. The Houston-Trinity-Leon Development Areas comprises approximately 10,000 net acres and is operated and owned 100% by ZaZa. This acreage is not subject to the Quantum Agreements.

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Working interests in 6,000 net acres were sold and assigned to Quantum on September 18, 2014.  U.S. generally accepted accounting principles (“U.S. GAAP”) prevents sale accounting due to the Quantum Put Option. Accordingly, the related oil and gas properties continue to be included in the consolidated balance sheet, and a liability was recorded for the Quantum Put Option in an amount equal to Quantum’s initial cash payment of $11 million. Quantum’s out of pocket costs that are incurred subsequent to the initial $11 million represent contingent liabilities and will be recorded as a liability when and if payment becomes probable. As of March 31, 2015, this contingent liability totaled approximately $0.1 million.  The Quantum transaction did not have any impact on revenue, income from continuing operations, net income, or income per share.

South Texas Joint Venture with Sabine

On September 17, 2013, ZaZa entered into an agreement with Sabine South Texas LLC (“Sabine”), a subsidiary of Sabine Oil & Gas LLC, for the joint development of a prospect in the Eagle Ford shale formation located in Lavaca and DeWitt Counties, Texas.  Under this agreement, Sabine agreed to jointly develop with us up to approximately 7,600 gross acres that we owned and that comprised a portion of our interest in South Texas.  Sabine agreed to bear 100% of the drilling and completion costs of two commitment wells and up to $750,000 of construction costs related to gathering and infrastructure in order to earn a 75% working interest in 7,600 acres in the “Sweet Home Prospect,” which is in DeWitt and Lavaca Counties, and a well that we refer to as the “Boening well.”  Sabine also agreed to carry up to $300,000 of ZaZa’s expenses related to the extension and renewal of certain leases in the Sweet Home Prospect.

Sabine completed the first commitment well on February 14, 2014 and ZaZa transferred to Sabine a 75% working interest in approximately 3,200 net acres, the majority of which is held by production, and the Boening well.  Sabine completed the second commitment well on March 11, 2014, and ZaZa transferred to Sabine a 75% working interest in the remaining net acres.  Sabine carried us for the $300,000 of expenses related to extension and renewal of leases in connection with drilling the second well.  Participating interests in any additional wells drilled or lease acreage acquired in the Sweet Home prospect will be shared 75% by Sabine and 25% by ZaZa under an area of mutual interest that will expire on September 15, 2015 (assuming affirmative elections to participate in such lease acreage acquisition(s)).

NOTE 2 — GOING CONCERN

Our independent registered public accounting firm for the year ended December 31, 2014 issued its report dated March 31, 2015, that included an explanatory paragraph describing the existence of conditions that raise substantial doubt about our ability to continue as a going concern due to our working capital deficiency and inability to generate sufficient cash flows to fund operations and meet debt service requirements.

Pursuant to an agreement with the holders of our 10% Senior Secured Notes due 2017 (the “Senior Secured Notes”), the Company will be required to repurchase on May 29, 2015 all of the Senior Secured Notes at a price equal to the $13.9 million in principal amount, plus any accrued and unpaid interest and a 3% amendment fee.  The Company does not currently have sufficient cash or cash equivalents to complete its repurchase obligations to the holders of the Senior Secured Notes.

Even without considering the repurchase of any of the Senior Secured Notes, the Company will need to access additional capital to continue as a going concern through the third quarter of 2015.  As of March 31, 2015, we had $1.1 million in cash and cash equivalents and working capital deficit of $18.0 million (of which $13.8 million related to our Senior Secured Notes).  On April 30, 2015, ZaZa closed a sale of preferred stock and warrants for approximately $2.5 million in gross proceeds (the “April 2015 Financing”) to drill and develop Buda-Rose stack and frac wells, execute workovers for production enhancement in existing wells, and for working capital. Net proceeds from the April 2015 Financing, following the payment of all expenses related thereto, were approximately $2.0 million.  Over the next year, we anticipate monthly cash general and administrative expenses and cash interest payments to average $1.3 million per month.

Without access to additional liquidity, we will not be able to fund our commitments to the holders of the Senior Secured Notes and we will be in default under the Senior Secured Notes.  If a default under the Senior Secured Notes involves an amount in excess of $10 million, we would also be in default under the indenture that governs our Convertible Senior Notes.  If a default occurs under the Senior Secured Notes or the Convertible Senior Notes, the holders of such debt could accelerate the indebtedness, demand immediate payment and use a variety of legal remedies to enforce their claims.  If any of these defaults and the acceleration of any of our debt were to occur, it is unlikely that we would be able to continue as a going concern and we may be forced to declare, or we may be forced into, bankruptcy.  We are currently discussing with potential sources of capital and holders of the Senior Secured Notes a transaction to refinance the Senior Secured Notes and to avoid a possible default.

Although we have no assurance regarding our ability to successfully negotiate a refinancing of the Senior Secured Notes, any such modification may result in significant changes to the Company’s capital structure, the disposition of material assets, and

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adjustments to its balance sheet.  These changes may adversely affect the holders of ZaZa common stock through dilution or loss in value.

These matters raise substantial doubt about the Company’s ability to continue as a going concern.  Our primary anticipated methods of fully funding our cash requirements are through changes to our debt arrangements, debt and equity financing activities, joint-ventures, asset monetization and the curtailment of capital expenditures. 

On February 24, 2015, we initiated a process to evaluate broader transactions, such as new partnerships and joint ventures.  ZaZa has retained Seaport Global Securities LLC as financial advisor to assist in evaluating such broader alternatives.  To date, we have not entered into any definitive documentation for any such transactions, and no such transactions have been consummated.  We will continue to search for possible transactions, but no assurances can be given that such transactions can be consummated on terms that are acceptable to the Company, or at all.

NOTE 3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

The preparation of financial statements in conformity with United States generally accepted accounting principles requires us to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates.

Concentration of Credit Risk

The Company maintains its cash balances at several financial institutions, which are insured by the Federal Deposit Insurance Corporation. The Company’s cash balances typically are in excess of the insured limit. This concentration may impact the Company’s overall credit risk, either positively or negatively, in that this entity may be similarly affected by changes in economic or other conditions. The Company has incurred no losses related to these accounts.

Revenue Recognition

The Company derives its oil and gas revenue primarily from the sale of produced oil and gas. The Company uses the sales method of accounting for the recognition of gas revenue whereby revenues, net of royalties are recognized as the production is sold to the purchaser. The amount of gas sold may differ from the amount to which the Company is entitled based on its working interest or net revenue interest in the properties. Revenue is recorded when title is transferred based on our nominations and net revenue interests. Pipeline imbalances occur when production delivered into the pipeline varies from the gas we nominated for sale. Pipeline imbalances, which have historically been and currently continue to be immaterial, are settled with cash approximately 30 days from date of production and are recorded as a reduction of revenue or increase of revenue depending upon whether we are over-delivered or under-delivered. Settlements of oil and gas sales occur after the month in which the product was produced. We estimate and accrue for the value of these sales using information available at the time financial statements are generated. Differences are reflected in the accounting period during which payments are received from the purchaser.

Successful Efforts Method of Accounting for Oil and Gas Activities

The Company accounts for its oil and gas exploration and production activities under the successful efforts method of accounting. Oil and gas lease acquisition costs are capitalized when incurred. Lease rentals are expensed as incurred. Oil and gas exploration costs, other than the costs of drilling exploratory wells, are charged to expense as incurred. The costs of drilling exploratory wells are capitalized pending determination of whether they have discovered proved reserves. Exploratory drilling costs are capitalized when drilling is complete if it is determined that there is economic producibility supported by either actual production or a conclusive formation test. If proved reserves are not discovered, such drilling costs are expensed. In some circumstances, it may be uncertain whether proved reserves have been found when drilling has been completed. Such exploratory well drilling costs may continue to be capitalized if the reserve quantity is sufficient to justify its completion as a producing well and sufficient progress in assessing the reserves and the economic and operating viability of the project is being made. Costs to develop proved reserves, including the costs of all development wells and related equipment used in the production of natural gas and crude oil, are capitalized. Unproved properties with individually significant acquisition costs are analyzed on a property-by-property basis for any impairment in value. If the unproved properties are determined to be productive, the appropriate related costs are transferred to proved oil and gas properties.

The Company’s third party engineers estimate proved oil and gas reserves, which directly impact financial accounting estimates, including depreciation, depletion, and amortization and impairment considerations. Our proved reserves represent estimated quantities of oil and condensate, natural gas liquids and gas that geological and engineering data demonstrate, with reasonable certainty, to be recovered in future years from known reservoirs under economic and operating conditions existing at the time the estimates were made. The process of estimating quantities of proved oil and gas reserves is very complex requiring significant subjective decisions in the evaluation of all available geological, engineering, and economic data for each reservoir. The data for a

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given reservoir may also change substantially over time as a result of numerous factors including, but not limited to, additional development activity, evolving producing history, and continual reassessment of the viability of production under varying economic conditions. Consequently, material revisions (upward or downward) to existing reserve estimates may occur from time to time.

Depreciation, depletion, and amortization of the cost of proved oil and gas properties are calculated using the unit-of-production method. The reserve base used to calculate depreciation, depletion, and amortization for leasehold acquisition costs is the sum of proved developed reserves and proved undeveloped reserves. With respect to lease and well equipment costs, which include development costs and successful exploration drilling costs, the reserve base includes only proved developed reserves. Estimated future dismantlement, restoration, and abandonment costs, net of salvage values are taken into account.

Unit-of-production rates are revised whenever there is an indication of a need, but at least annually. When circumstances indicate that an asset may be impaired, the Company compares expected undiscounted future cash flows at a producing field level to the net book value of the asset. If the future undiscounted cash flows, based on the Company’s estimate of future natural gas and crude oil prices, operating costs, anticipated production from proved reserves, and other relevant data, are lower than the net book value, the capitalized cost is reduced to fair value. Fair value is calculated by discounting the future cash flows at an appropriate risk-adjusted discount rate.

Income (Loss) Per Common Share

Basic income (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares outstanding for the period.

Diluted income (loss) per share reflects the potential dilutive effect of unvested share-based payments, warrants and debt instruments that can be converted into common stock. We use the treasury stock method to compute potential common shares from unvested share-based payments and warrants and the if-converted method to compute potential common shares from convertible notes. When a net loss occurs, potential common shares have an anti-dilutive effect on loss per share and are excluded from the diluted loss per share calculations.

Recent Accounting Standards

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Updates (“ASU”) No. 2014-09, “Revenue from Contracts with Customers (Topic 606)”. The new revenue recognition standard provides a five-step analysis of transactions to determine when and how revenue is recognized. The core principle of the guidance is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This ASU is effective beginning in fiscal year 2017 and can be adopted either retrospectively or as a cumulative-effect adjustment as of the date of adoption. The Company is currently evaluating the effect that adopting this guidance will have on its financial position, results of operations or cash flows and has not yet determined the transition method it will use.

In June 2014, the FASB issued ASU No. 2014-12, “Compensation — Stock Compensation (Topic 718)”. This update amends current guidance for stock compensation tied to performance targets. The amendments require that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition and apply existing guidance in Topic 718 as it relates to awards with performance conditions that affect vesting to account for such awards. ASU 2014-12 will be effective for interim and annual periods beginning after December 15, 2015 with early adoption permitted. The adoption of ASU 2014-12 is not expected to have a material impact on the Company’s consolidated financial position, results of operations or cash flows.

In August 2014, the FASB issued ASU No. 2014-15, “Presentation of Financial Statements — Going Concern (Subtopic 205-40)”. This update defines management’s responsibility to evaluate whether there is substantial doubt about an organization’s ability to continue as a going concern and to provide related footnote disclosures. This ASU provides guidance to an organization’s management, with principles and definitions that are intended to reduce diversity in the timing and content of disclosures in the financial statement footnotes. ASU 2014-15 will be effective for interim and annual periods beginning after December 15, 2016 with early adoption permitted. We are currently evaluating the provisions of this ASU and assessing the impact, if any, it may have on our financial statement footnotes.

In November 2014, the FASB issued ASU No. 2014-16, “Derivatives and Hedging (Topic 815)”.  This update clarifies how current guidance should be interpreted in evaluating the economic characteristics and risks of a host contract in a hybrid financial instrument that is issued in the form of a share.  ASU 2014-16 will be effective for interim and annual periods beginning after December 15, 2015 with early adoption permitted.  The adoption of ASU 2014-16 is not expected to have an impact on the Company’s consolidated financial position, results of operations or cash flows.

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In April 2015, the FASB issued ASU No. 2015-03, “Interest — Imputation of Interest (Subtopic 835-30)”.  This update requires that debt issuance costs be presented in the balance sheet as a direct deduction from the carrying amount of the related debt liability, consistent with debt discounts or premiums.  This accounting standards update is effective for public entities with financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years with early adoption of the amendment permitted.  We are currently evaluating the provisions of this ASU and assessing the impact, if any, it may have on our financial statements.

NOTE 4 — LOSS PER COMMON SHARE

The following table reconciles the numerators and denominators of the basic and diluted loss per common share computation:

NOTE 5 —INCOME TAXES

We are subject to income taxes primarily in the United States. The current provision for taxes on income consists primarily of income taxes based on the tax laws and rates of the countries in which operations were conducted during the periods presented. All interest and penalties related to income tax is charged to general and administrative expense. We compute our provision for deferred income taxes using the liability method. Under the liability method, deferred income tax assets and liabilities are determined based on differences between financial reporting and income tax basis of assets and liabilities and are measured using the enacted tax rates and laws. The measurement of deferred tax assets is adjusted by a valuation allowance, if necessary, to reduce the future tax benefits to the amount, based on available evidence it is more likely than not deferred tax assets will be realized.

The following table reconciles income tax expense/(benefit) at the U.S. federal statutory rate to the expense/(benefit) for income taxes (in thousands):

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Income tax for the three months ended March 31, 2015 and 2014 was an expense of $27,000 and a benefit of $1.2 million, respectively. The income tax expense for the three months ended March 31, 2015 of $27,000 is different from the statutory tax benefit (at a rate of 35%) of $2.3 million due to permanent differences related to the gain on the warrants and an increase in the valuation allowance. The income tax benefit for the three months ended March 31, 2014 of $1.2 million is different from the statutory tax benefit (at a rate of 35%) of $0.9 million due to permanent differences related to the gain on the warrants and a reduction in the valuation allowance.

We have approximately $144 million in gross net operating losses. As a result of the lack of positive evidence at the consolidated level, we recorded a valuation allowance to offset a portion of the deferred tax assets.

As of March 31, 2015 and December 31, 2014, the Company has NOLs available for carryback that exceed the $16.4 million of unrecognized tax benefit.  As such, the unrecognized tax benefit is presented as a reduction of the NOLs, resulting in no liability on the consolidated balance sheet as of March 31, 2015 and December 31, 2014. At March 31, 2015 and December 31, 2014, we are not able to reasonably estimate the period in which settlement related to the $16.4 million of uncertain tax positions could occur, if at all.

NOTE 6 — FAIR VALUE MEASUREMENTS

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The guidance requires disclosure that establishes a framework for measuring fair value expands disclosure about fair value measurements and requires that fair value measurements be classified and disclosed in one of the following categories:

Level 1:        Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. We consider active markets as those in which transactions for the assets or liabilities occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2:        Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability. This category includes those derivative instruments that we value using observable market data. Substantially all of these inputs are observable in the marketplace throughout the full term of the derivative instrument, can be derived from observable data or supported by observable levels at which transactions are executed in the market place.

Level 3:          Measured based on prices or valuation models that require inputs that are both significant to the fair value measurement and less observable from objective sources (i.e., supported by little or no market activity). Our valuation models for derivative contracts are primarily industry-standard models that consider various inputs including: (a) quoted forward prices for commodities, (b) time value, (c) volatility factors, (d) counterparty credit risk and (e) current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Level 3 instruments primarily include warrants, embedded conversion options and debt. Although we utilize third-party broker quotes to assess the reasonableness of our prices and valuation techniques, we do not have sufficient corroborating market evidence to support classifying these assets and liabilities as Level 2.

The carrying amounts of financial instruments including cash and cash equivalents, accounts receivable, and accounts payable approximate fair value, due to the short-term nature or maturity of the instruments.

The Senior Secured Notes and Subordinated Notes were valued under the income approach using discounted cash flows.  The Convertible Senior Notes and embedded conversion option were valued using a Binomial Lattice Model designed to capture incremental value attributed to the conversion options in addition to the value of the note. The warrants issued in association with the Senior Secured Notes (the “Senior Secured Notes Warrants”) were valued as written call options using a Binomial Lattice Model.

Cash flows were discounted utilizing the U.S. Treasury rate and our credit spread to estimate the appropriate risk adjusted rate.  A Binomial Lattice Model was used to estimate our credit spread by solving for a premium to the U.S. Treasury rate that produces a value of the Convertible Senior Notes.  The fair value measurements are considered Level 3 measurements within the fair value hierarchy.

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The following tables summarize the valuation of our liabilities measured on a recurring basis at levels of fair value at March 31, 2015 and December 31, 2014 (in thousands):

The following is a reconciliation of changes in fair value of our liabilities classified as Level 3 during the years ended March 31, 2015 and 2014 (in thousands):

On March 31, 2015, the Senior Secured Notes, which had a book value of $13.8 million (net of unamortized discount of $0.1 million), had a fair value of approximately $13.9 million.  An increase in the credit spread by 500 basis points results in no change to the fair value of the note.

On March 31, 2015, the Convertible Senior Notes, which had a book value of $31.7 million (net of unamortized discount of $8.3 million), had a fair value of approximately $31.7 million.  An increase in the credit spread by 500 basis points results in a $2.5 million decrease in the fair value of the note.

On March 31, 2015, Subordinated Notes, which had a book value of $48.3 million, had a fair value of approximately $34.0 million.  An increase in the credit spread by 500 basis points results in a $3.0 million decrease in the fair value of the note.

As of March 31, 2015, an increase in the volatility by 5% results in a $0.3 million and $0.0 million increase in the fair values of the warrants and embedded conversion options, respectively.

NOTE 7 — IMPAIRMENT OF ASSETS

The Company reviews non-producing leasehold costs and proved oil and gas properties on a field-by-field basis for impairment when events or circumstances indicate a possible decline in the recoverability of the carrying value of such property. We compare the carrying value of the property to its estimated undiscounted future cash flows. If the carrying value of the property exceeds its estimated undiscounted future cash flows, the carrying value is reduced to its estimated fair value and any impairment is charged to expense in the period incurred. Fair value is estimated using comparable market data, a discounted future cash flow method, or a combination of the two. Significant Level 3 assumptions are used in the fair value determination and include management’s expectations of future production, commodity prices, operating and development costs, risk-adjusted discount rate and other relevant data.

There were no impairments in the first quarter of 2015. In the first quarter of 2014, non-producing leasehold costs in South Texas with carrying values of $2.4 million were written down to their fair values of $0.8 million, resulting in pretax impairment charges of $1.6 million. The declines in fair value of these non-producing leases were driven by shorter remaining lease terms.

NOTE 8 — ASSET RETIREMENT OBLIGATIONS

The following table summarizes the changes in our asset retirement liability during the three months ended March 31, 2015 and 2014 (in thousands):

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NOTE 9 — LONG-TERM DEBT

As described in more detail in our 2014 Annual Report on Form 10-K, our long-term debt includes 10.00% Senior Secured Notes due 2017 (“Senior Secured Notes”), 9.00% Convertible Senior Notes due 2017 (“Convertible Senior Notes”), and 8.00% Subordinated Notes due 2017 (“Subordinated Notes”).

Our long-term debt consisted of the following (in thousands):

10.00% Senior Secured Notes due 2017 and Warrants

The Senior Secured Notes were issued under a Senior Secured Notes Purchase Agreement, dated February 21, 2012 (as amended, the “Senior Secured Notes Purchase Agreement”) and will mature on February 21, 2017 (subject to an early put option as described below).  The Senior Secured Notes are guaranteed by all of our subsidiaries and secured by a first-priority lien on substantially all of our assets and of our domestic subsidiaries.

Pursuant to the Senior Secured Notes Purchase Agreement, the purchasers of our Senior Secured Notes were also issued the Senior Secured Notes Warrants, which were originally exercisable for 26,315,789 shares of our common stock at an exercise price of $3.15 per share. Due to various transactions in prior periods having triggered anti-dilution adjustments in the Senior Secured Notes Warrants and considering the impact of the reverse stock split, as of March 31, 2015, the number of outstanding shares of Common Stock represented by the Senior Secured Notes Warrants was 3,404,275 with an exercise price of $15.96 per share. The Senior Secured Notes Warrants expire on August 21, 2020.

Effective as of February 24, 2015, the Company entered into Amendment No. 7 to the Senior Secured Notes Purchase Agreement. Prior to Amendment No. 7, the Senior Secured Notes Purchase Agreement provided that each holder of Senior Secured Notes had the right, beginning on February 21, 2015, to give notice to the Company, requiring the Company to repurchase up to 100% of such Purchaser’s Senior Secured Notes at par plus accrued and unpaid interest (the “Senior Secured Notes Put Option”). The Company would have had 60 days after such notice to repurchase any such Senior Secured Notes.  Amendment No. 7 amended the Senior Secured Notes Purchase Agreement to delay the earliest date that any noteholder could exercise the Senior Secured Notes Put Option by 30 days (from February 21, 2015 to March 23, 2015).  Amendment No. 7 also contained a corresponding decrease from 60 days to 30 days of the time period afforded to the Company to complete the repurchase of the Senior Secured Notes of any holder that exercises its rights in accordance with the terms of Senior Secured Notes Put Option.

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On April 6, 2015, the holders of the Senior Secured Notes began to exercise the Senior Secured Notes Put Option resulting in a requirement for the Company to repurchase on May 6, 2015 substantially all of the $13.9 million in principal amount of the Senior Secured Notes plus accrued and unpaid interest. Refer to Note 12 — Subsequent events for further discussion of changes to the Senior Secured Notes that occurred after March 31, 2015, including the extension, from May 6, 2015 to May 29, 2015, of the prepayment date under the Senior Secured Put Option.

The outstanding principal of the Senior Secured Notes was $13.9 million at March 31, 2015 and December 31, 2014. The next interest payment on the Senior Secured Notes is due May 21, 2015 in the amount of $0.3 million.

9.00% Convertible Senior Notes due 2017

As of December 31, 2014, the Company had $40,000,000 aggregate principal amount of Convertible Senior Notes. The Convertible Senior Notes are the senior, unsecured obligations of the Company, bear interest at a fixed rate of 9.0% per year, payable semiannually in arrears and mature August 1, 2017 unless earlier converted, redeemed or repurchased. The Convertible Senior Notes are convertible, at the option of the holder, at any time prior to the third trading day immediately preceding the maturity date, into shares of the Company’s common stock, par value $0.01 per share (the “Conversion Shares”), and cash in lieu of fractional shares of common stock.  The reverse stock split adjusted conversion rate is 40.0052 shares per $1,000 Convertible Senior Notes which equated to an initial conversion price of $25.00 per share.

In the first quarter of 2015, ZaZa successfully completed a test of the exchange mechanism and exchanged $18,000 of Convertible Senior Notes into 12,833 shares of common stock thereby reducing the aggregate principal amount of Convertible Senior Notes to $39,982,000 as of March 31, 2015. The Convertible Senior Notes holders received a 20% premium to market when they converted their debt into common shares and the Company recognized a loss on extinguishment of debt of $5 thousand.

At March 31, 2015 and December 31, 2014, the unamortized issuance discount related to Convertible Senior Notes was $8.3 million and $9.1 million, respectively.  At March 31, 2015 and December 31, 2014, the unamortized debt issuance costs related to the Convertible Senior Notes was $1.5 million and $1.6 million respectively.  The outstanding principal on the Convertible Senior Notes was $40.0 million at both March 31, 2015 and December 31, 2014.

8.00% Subordinated Notes due 2017

In February 2012, we issued Subordinated Notes in an aggregate amount of $47.3 million to Todd A. Brooks (President and Chief Executive Officer of the Company) and Blackstone Oil & Gas, LLC (an entity controlled by Mr. Brooks) (together, the “Brooks Note Holders”), (b) John E. Hearn, Jr. (a Director of the Company) and Lara Energy, Inc. (an entity controlled by Mr. Hearn) (together, the “Hearn Note Holders”) and (c) Gaston L. Kearby (a Director of the Company) and Omega Energy Corp. (an entity controlled by Mr. Kearby) (together, the “Kearby Note Holders,” and collectively with the Brooks Note Holders and the Hearn Note Holders, the “Subordinated Note Holders”). The Subordinated Notes accrue interest at a rate of 8% per annum payable monthly in cash, and mature on August 17, 2017.

On February 24, 2014, the Company entered into Exchange Agreements (the “Exchange Agreements”) to exchange an aggregate of $47.3 million in 8.00% Subordinated Notes due 2017 for a combination of shares of common stock of the Company and shares of a new series of 13% preferred stock of the Company. The Exchange Agreements were amended and superseded by the Subordinated Note Modification Agreements with each of the Subordinated Note Holders (the “Modification Agreements”) on January 19, 2015. The Modification Agreements provide that, instead of exchanging the Subordinated Notes for common stock and preferred stock of the Company, all interest payments to the Subordinated Note Holders will be paid in kind. These changes will occur immediately and, unlike the Exchange Agreements, are not subject to the refinancing of the Senior Secured Notes.

Simultaneously with the execution of the Modification Agreements, each Subordinated Note Holder surrendered his or its Subordinated Note effective as of January 19, 2015 in exchange for a replacement subordinated note (each, a “First Amended and Restated Subordinated Note”). The First Amended and Restated Subordinated Notes provide that interest payments will be paid in kind as additional principal beginning with the first interest payment due with respect to interest that accrues beginning January 1, 2015, and the payment-in-kind interest will continue as long as those notes remain outstanding. Interest will continue to accrue at a rate of 8.00% per annum, and the maturity date will remain August 21, 2017.

Interest expense

For the three months ended March 31, 2015 and 2014, interest expense consisted of the following (in thousands):

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NOTE 10 — STOCK-BASED COMPENSATION

Long Term Incentive Plan (the “Plan”)

We currently have 2.3 million shares authorized for issuance under the Plan adopted in March 2012.  At March 31, 2015, approximately 0.1 million shares were available for future grants under the Plan.

Stock-based compensation costs for the three months ended March 31, 2015 and 2014 were $0.6 million and $0.5 million, respectively.

The following table presents the changes in unvested stock awards pursuant to the Plan (in thousands except per share data):

The following table presents the changes in unvested stock options pursuant to the Plan (in thousands except per share data):

At March 31, 2015 and 2014, we had $4.1 million and $2.1 million, respectively, of total unrecognized compensation costs related to unvested awards which are expected to be recognized over a weighted average period of 2.14 years and 1.57 years, respectively.

NOTE 11 — COMMITMENTS AND CONTINGENCIES

From time to time, we are named as a defendant in legal proceedings arising in the normal course of business. In our opinion, the final judgment or settlement, if any, which may be awarded with any such suit or claim would not have a material adverse effect on our financial position, results of operations or cash flows.

Under the Quantum Agreements, we could also be required to repay Quantum for their proportionate interest in any additional interests and option acreage acquired outside the original $11 million investment between the date of the Quantum Agreements and two year anniversary. Quantum’s out of pocket costs that are incurred for additional interests and option acreage are contingent liabilities and only recorded as a liability when and if payment becomes probable. The Quantum Put Option cannot be enacted until the period beginning on the second anniversary of the Quantum Agreements and the 90th day following the second anniversary. As of March 31, 2015, this contingent liability totaled approximately $0.1 million.

NOTE 12 — SUBSEQUENT EVENTS

Effective April 21, 2015, the Company entered into Amendment No. 8 to the Senior Secured Notes Purchase Agreement (“Amendment No. 8”) to extend, from May 6, 2015 to May 29, 2015, the date of prepayment under the Senior Secured Put Option. Additionally, Amendment No. 8 will require the Company to repurchase all of the Senior Secured Notes, including accrued and

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unpaid interest to the date of repurchase, so the Company will be required to pay approximately $13.9 million plus accrued and unpaid interest on May 29, 2015. As consideration for the extension of the prepayment date, the Company is required to pay each of the holders an amendment fee in an amount equal to 3% of the aggregate outstanding principal amount of such holder’s Senior Secured Notes for a total of $0.4 million and the exercise price for the Senior Secured Notes Warrants is lowered from $15.96 per share to $2.50 per share. As of March 31, 2015, the Senior Secured Notes Warrants were exercisable for an aggregate of 3,404,275 shares of the Company’s common stock.

As part of our efforts to raise additional funds, on April 30, 2015, ZaZa closed the April 2015 Financing for $2.5 million in gross proceeds. Under the terms of the April 2015 Financing, ZaZa sold an aggregate of 2,500 shares of Series A 5% Convertible Preferred Stock (the “Preferred Stock”) at a negotiated price of $1,000 per share, and warrants to purchase an aggregate of 1,875,000 shares of common stock at an exercise price of $2.25 per share. The Preferred Stock sold is convertible into an aggregate of 2,500,000 shares of common stock at a ratio equal to approximately 1,000 shares of the Company’s common stock for each share of Preferred Stock.  Net proceeds from the April 2015 Financing, following the payment of all expenses related thereto, were approximately $2.0 million.

On April 23, 2015, the Company executed Amendment No. 9 to the Senior Secured Notes Purchase Agreement (“Amendment No. 9”) with the majority of the holders of the Senior Secured Notes in order to waive and consent to any breach by the Company resulting from the issuance of “Disqualified Stock” and any other restrictive covenants under the Senior Secured Notes Purchase Agreement in respect of the April 2015 Financing.

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ITEM 2 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

DISCLOSURES REGARDING FORWARD-LOOKING STATEMENTS

Certain matters discussed under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this Quarterly Report on Form 10-Q may contain “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  All statements, other than statements of historical fact, including without limitation, statements and projections regarding the Company’s future financial position, operations, performance, business strategy, returns, budgets, reserves, levels of production and costs, statements regarding future commodity prices and statements regarding the plans and objectives of the Company’s management for future operations, are forward-looking statements.  The Company’s forward looking statements are typically preceded by, followed by or include words such as “will,” “may,” “could,” “would,” “should,” “likely,” “believe,” “expect,” “anticipate,” “plan,” “estimate,” “target,” “goal,” “project,” “plan,” “intend” and similar words or expressions.  The Company’s forward-looking statements are not guarantees of future performance and are only predictions and statements of the Company’s beliefs based on assumptions that may prove to be inaccurate.  Forward-looking statements involve known, unknown or currently unforeseen risks and uncertainties that may be outside of the Company’s control and may cause the Company’s actual results and future developments to differ materially from those projected in, and contemplated by, such forward-looking statements.  Risks, uncertainties and other factors that could cause the Company’s actual results to materially differ from the expectations reflected in the Company’s forward-looking statements include, without limitation, the following:

·                  our registered public accounting firm for the year ended December 31, 2014 expressing doubt about our ability to continue as a going concern and our ability to maintain sufficient liquidity and continue as a going concern;

·                  requirements to repurchase our 10.00% Senior Secured Notes due 2017 or our 9.00% Convertible Senior Notes due 2017;

·                  our substantial level of indebtedness;

·                  the impact of our current financial condition on our business operations and prospects;

·                  fluctuations in the prices for, and demand for, oil, natural gas and natural gas liquids;

·                  our ability to raise necessary capital in the future;

·                  problems with our joint ventures or joint venture partners;

·                  exploratory risks associated with new or emerging oil and gas formations;

·                  risks associated with drilling and operating wells;

·                  inaccuracies and limitations inherent in estimates of oil and gas reserves;

·                  our ability to replace oil and gas reserves;

·                  our concentration in a single geographic area;

·                  uninsured losses from oil and gas operating risks;

·                  legislation and governmental regulations, including federal or state regulation of hydraulic fracturing;

·                  our dependency upon third-party gathering, transportation and processing facilities;

·                  our size relative to our peers;

·                  our ability to use net operating loss carryforwards;

·                  failures in our acquisition strategy or integration of our acquisitions;

·                  hurricanes and natural disasters;

·                  access to water to conduct hydraulic fracturing;

·                  payments for hedging activities, if undertaken, that are not offset by production sales; and

·                  our ability to assume a greater operational role with respect to our assets in the future.

In addition to these factors, important factors that could cause actual results to differ materially from our expectations, and specific risks involved with investing in our common stock, are disclosed under “Risk Factors” included under Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2014 and Item 1A of Part II of this Quarterly Report on Form 10-Q and are incorporated by reference herein.

Any forward-looking statements made by the Company in this Quarterly Report are based only on information currently available to the Company and speak only as of the date on which they are made.  The Company undertakes no obligation to update or revise any of its forward-looking statements, whether as a result of new information, future developments or otherwise.  Accordingly, you should not place any undue reliance on any of our forward-looking statements.

EXECUTIVE OVERVIEW

ZaZa Energy Corporation is an independent oil and gas company focused on the exploration and production of unconventional and conventional oil and gas assets.  We currently operate primarily through joint ventures in the Eagle Ford East

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trend in East Texas and the Eagle Ford trend in South Texas.  Our common stock is traded on the NASDAQ Capital Market under the trading symbol ZAZA.

Our strategy is to enhance shareholder value through consistent growth in cash flows by focusing on the organic development of our existing assets within our core areas.  ZaZa plans to principally implement this strategy as an operator.  We are currently preparing to drill a series of vertical wells in East Texas, leveraging our in-house engineering, drilling, and completions expertise. We also are pursuing opportunities to diversify and build upon our current portfolio through the acquisition of additional unconventional and conventional assets with a focus on Texas and onshore Gulf of Mexico.

Since the third quarter of 2014, our liquidity has been an area of concern.  The drop in oil prices that began at the end of 2014 and continues today has created further liquidity challenges as our revenues are directly linked to the price of oil.  As further discussed below under the heading “Liquidity and Capital Resources,” our prospectus for adequate liquidity in 2015 are uncertain, especially in light of the fact that on May 29, 2015, the Company is required to purchase $13.9 million of principal amount of Senior Secured Notes plus any accrued and unpaid interest and a 3% amendment fee.   Even without considering the repurchase of any of the Senior Secured Notes, the Company will need to access additional capital to continue as a going concern through the third quarter of 2015.  Our board of directors and management are actively exploring financing and partnership alternatives while seeking to restructure our debt.  We can offer no assurance that a solution will be found.

As part of our efforts to raise additional funds, on April 30, 2015, ZaZa closed the April 2015 Financing for $2.5 million in gross proceeds. Pursuant to the April 2015 Financing, ZaZa issued shares of a newly designated Series A 5% Convertible Preferred Stock (the “Preferred Stock”). The Preferred Stock has a total liquidation preference of $2.5 million and is convertible, at the option of the holder, into 2,500,000 shares of common stock, subject to anti-dilution protections customary for this type of transaction. Pursuant to the April 2015 Financing, the Company also issued warrants to purchase up to 1,875,000 shares of the Company’s common stock with an initial exercise price of $2.25, subject to anti-dilution price protections customary for this type of transaction. Each warrant will be exercisable into one share of ZaZa common stock, for a period of five years beginning October 30, 2015. Net proceeds from the April 2015 Financing, following the payment of all expenses related thereto, were approximately $2.0 million.  The net proceeds of this equity raise are earmarked to drill and develop our Buda-Rose stack and frac wells, execute workovers for production enhancement in existing wells, and for general and administrative costs associated with negotiating other financing arrangements, including a possible refinancing of the Senior Secured Notes.

ZaZa owns producing and non-producing oil and gas acreage in proven or prospective basins that are located in South Texas and East Texas.  Almost all of our assets are located within the United States.  Except for an immaterial amount of cash held by our foreign subsidiaries, which we are in the process of dissolving, we have no assets or operations outside of the United States.  In this Quarterly Report, our use of “East Texas” refers to Houston, Leon, Madison, Grimes, Walker, Trinity and Montgomery counties and the surrounding region; and our use of “South Texas” refers to DeWitt and Lavaca counties and the surrounding region.

Additionally, we have converted our natural gas reserves or production into barrel of oil equivalents in this Quarterly Report. For this purpose, six thousand cubic feet of natural gas is equal to one barrel of oil, which is based on the relative energy content of natural gas and oil.

Recent Developments

East Texas Joint Venture with EOG

On March 7, 2014, we entered into the Fourth Amendment (the “Fourth Amendment”) to our Joint Exploration and Development Agreement with EOG with respect to the joint development of certain of our East Texas properties.  Under the Fourth Amendment, we agreed to assign to EOG approximately 9,600 net acres in East Texas representing a 75% working interest in the acreage remaining in the third and final phase of the joint development program under the JEDA.  As consideration for this transfer, we received approximately $4.7 million in cash and the carry by our counterparty of our share of future drilling and completion costs in an aggregate amount up to approximately $9.2 million. As of March 31, 2015, the $9.2 million of carried costs had been fully deployed.

Also pursuant to the Fourth Amendment and effective March 7, 2014, we and EOG agreed to terminate that certain Participation Agreement, effective as of March 1, 2012, by and between the Company and Range Texas Production, LLC (“Range”) (such agreement, as amended, the “Range Agreement”).  Range’s rights and obligations under the Range Agreement were assigned to, and assumed by, our counterparty pursuant to that certain Quitclaim Assignment and Bill of Sale, effective as of December 1, 2013, by and between Range and our counterparty.

In December 2014, EOG satisfied the last of its drilling obligations under the JEDA.  While selected JEDA provisions survive, the joint venture is now principally governed by the Joint Operating Agreement among EOG, ZaZa, and Quantum.  Pursuant to its terms, ZaZa now has the right to propose new development wells and maintain its desired minimum drilling pace.

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East Texas Joint Venture with Quantum

On September 18, 2014, ZaZa entered into the Quantum Agreements with Quantum.  Pursuant to the terms of the Quantum Agreements:

·                  ZaZa assigned to Quantum an approximately 4 percent working interest (6,000 of ZaZa’s net acres) in undeveloped leases within the East Texas joint venture.  ZaZa retained its interest in all existing wells in the East Texas joint venture and is reserving the right to participate with respect to Quantum’s working interest in the next 15 East Texas JV wells that are spudded, drilled and completed after the closing of the Quantum transaction, as long as those wells are spudded, drilled and completed on or before the second anniversary of the closing of the transaction (the “Reserved Wells”).

·                  ZaZa received $11 million in cash as initial consideration and the right to receive Quantum’s interest in certain of the Reserved Wells.

·                  ZaZa will receive ongoing G&A and cost reimbursements from Quantum for providing services related to their jointly owned assets in Walker, Grimes, Madison, Trinity, and Houston counties.

·                  Quantum has the right to cause ZaZa to purchase Quantum’s interest in the jointly owned assets on an all or nothing basis for a cash price based on Quantum’s initial consideration paid of $11 million plus any out-of-pocket costs of acquiring and renewing leases under the Quantum Agreements on September 17, 2016 (the “Quantum Put Option”).

For more information on the Quantum Agreements, see “Note 1 — Basis of Presentation — East Texas Joint Venture with Quantum.”

Following the closing of the Quantum Agreements, ZaZa’s East Texas acreage holdings comprise two separate development areas, each with different operators and ownership structures:

·                  Madison, Walker, and Grimes Counties. The Madison-Walker-Grimes Development Area comprises approximately 139,000 gross acres of the East Texas joint venture and is operated by EOG. ZaZa holds an approximately 21% working interest, or approximately 30,000 net acres and Quantum holds an approximately 4% working interest, or 6,000 net acres in this area. During the next two years, ZaZa has the option to participate for both its and Quantum’s working interest—for a total of a 25% working interest to ZaZa—in the next 15 wells drilled within the Madison-Walker-Grimes Development Area. ZaZa also retained its full 25% working interest in all wells spudded prior to the closing of the Quantum Agreements.

·                  Houston, Trinity, and Leon Counties. The Houston-Trinity-Leon Development Areas comprises approximately 10,000 net acres and is operated and owned 100% by ZaZa. This acreage is not subject to the Quantum Agreements.

Working interests in 6,000 net acres were sold and assigned to Quantum on September 18, 2014.  U.S. generally accepted accounting principles (“U.S. GAAP”) prevents sale accounting due to the Quantum Put Option. Accordingly, the related oil and gas properties continue to be included in the consolidated balance sheet, and a liability was recorded for the Quantum Put Option in an amount equal to Quantum’s initial cash payment of $11 million. Quantum’s out of pocket costs that are incurred subsequent to the initial $11 million represent contingent liabilities and will be recorded as a liability when and if payment becomes probable. As of March 31, 2015, this contingent liability totaled approximately $0.1 million.  The Quantum transaction did not have any impact on revenue, income from continuing operations, net income, or income per share.

South Texas Joint Venture with Sabine

In South Texas, our joint venture partner — Sabine South Texas LLC (“Sabine”), a subsidiary of Sabine Oil & Gas Corporation, completed two fully carried commitment wells during the first quarter of 2014.  In exchange for Sabine fulfilling its obligations with respect to our South Texas joint venture, ZaZa transferred a 75% working interest in approximately 5,700 net acres, the majority of which are held by production, and a well known as the Boening well.  Participating interests in any additional wells drilled or lease acreage acquired under an area of mutual interest will be shared 75% by Sabine and 25% by ZaZa (assuming affirmative elections to participate in such lease acreage acquisition(s)).  The area of mutual interest expires on September 15, 2015.

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Financial Summary

For the three months ended March 31, 2015:

·                  Production was 54 MBOE of which 16 MBOE was oil production (30%).

·                  Revenues and other income from continuing operations were $1.3 million.

·                  Operating costs of continuing operations were $6.1 million.

·                  Net loss from continuing operations was $6.6 million.

At March 31, 2015, we had:

·                  Cash and cash equivalents of $1.1 million.

·                  Current ratio (current assets/current liabilities) of 0.14 to 1.

RESULTS OF OPERATIONS

The following is a discussion of our consolidated results of operations, financial condition and capital resources. This discussion should be read in conjunction with our consolidated financial statements and the notes thereto included in this Quarterly Report on Form 10-Q.

The following table presents our production, average prices obtained for our production and average production cost for the three months ended March 31, 2015 and 2014:

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