BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 2014 |
BASIS OF PRESENTATION | ' |
BASIS OF PRESENTATION | ' |
NOTE 1 - BASIS OF PRESENTATION |
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ZaZa Energy Corporation is an independent oil and gas company focused on the exploration and production of unconventional oil and gas assets. In this Quarterly Report on Form 10-Q, unless the context provides otherwise, the “Company”, “we”, “our”, “us” and like references refer to ZaZa Energy Corporation and its subsidiaries. We currently operate primarily through joint ventures in the Eaglebine 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. |
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During interim periods, ZaZa follows the same accounting policies disclosed in its Annual Report on Form 10-K for the year ended December 31, 2013 (“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 presentation. 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. |
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On August 19, 2014, we completed a 1-for-10 reverse stock split of our outstanding common stock. The accompanying financial statements and notes to the financial statements give retroactive effect to the reverse stock split for all periods presented. In addition, we filed a Certificate of Amendment to the Company’s Restated Certificate of Incorporation, which provides that our authorized capital stock remains 250 million shares of common stock, $0.01 par value per share following the reverse stock split. |
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East Texas Joint Venture with EOG |
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On March 21, 2013, we entered into a Joint Exploration and Development Agreement (the “JEDA”) with EOG Resources, Inc. (“our counterparty”) for the joint development of certain of our East Texas properties located in Walker, Grimes, Madison, Trinity, and Montgomery Counties, Texas. As of September 30, 2014, approximately 144,000 net JV acres in East Texas were subject to this agreement and its subsequent amendments. Our counterparty acts as the operator, has paid us certain cash amounts, bears 100% of the drilling and completion costs of certain specified wells, and pays a portion of our share of any additional seismic or well costs in order to earn its interest in these properties. Generally, 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. |
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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. |
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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: |
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· 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. |
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· 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. |
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· 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 and producing wells, ZaZa assigned to our counterparty approximately 13,875 additional net acres and paid approximately $700,000 in cash. |
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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. Additionally, the counterparty committed to drill two additional test wells, the first of which was spud in September 2014. |
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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. The Range Agreement provided for the joint development by Range and the Company of oil and gas leases in the Eaglebine trend. The joint development of such leases will now be governed by the JEDA. |
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East Texas Joint Venture with Quantum |
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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: |
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· 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 JV. ZaZa retained its interest in all existing wells in the East Texas JV 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”). |
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· ZaZa received $11 million in cash as initial consideration. |
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· 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. |
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· 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”). |
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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: |
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· Southern Development Area (Madison, Walker, and Grimes counties). The Southern Development Area comprises approximately 144,000 acres and is operated by EOG Resources, Inc. ZaZa holds a 20.8% working interest, or approximately 30,000 net acres and Quantum holds a 4.2% 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 Southern Development Area. ZaZa also retained its full 25% working interest in all wells spudded prior to the closing of the Quantum Agreements. |
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· Northern Development Areas (Houston, Trinity, and Leon counties). The Northern Development Areas comprise over 10,000 net acres and is operated and owned 100% by ZaZa. This acreage is not subject to the Quantum Agreements. Through the remainder of 2014 ZaZa will be preparing the acreage block in Houston and Trinity counties to be drill ready from a unit formation perspective, and the Company’s leasing is now focused on contiguous acreage additions. |
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Working interests in 6,000 net acres were sold and assigned to Quantum on September 18, 2014. US Generally Accepted Accounting Principles (“GAAP”) prevents sale accounting due to the Quantum put option. Accordingly, the related oil and gas properties continue to be included on ZaZa’s consolidated balance sheet, and we created a liability, the Quantum put option, 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 will be disclosed as contingent liabilities and recorded as additional liability when and if payment becomes probable. The Quantum transaction did not have any impact on revenue, income from continuing operations, net income, or income per share. |
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South Texas Joint Venture with Sabine |
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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 net 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. |
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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 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. 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)). |
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Sale of Moulton Properties |
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On April 5, 2013 the Company closed a purchase and sale agreement and sold certain of its properties in the Eagle Ford trend located in Fayette, Gonzalez and Lavaca Counties, Texas, which we refer to as our Moulton properties, for approximately $9.2 million. Net proceeds from the sale, after closing purchase price adjustments and expenses were approximately $8.8 million. We used approximately $4.6 million of the proceeds to pay down our 10.00% Senior Secured Notes due 2017 (the “Senior Secured Notes”). |
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We also entered into an agreement on June 27, 2013 to sell approximately 10,000 net acres of our properties in the Eagle Ford trend located in Fayette, Gonzalez and Lavaca Counties, Texas, including seven producing wells located on the Moulton properties, for approximately $28.8 million. We closed this transaction on July 26, 2013 and received cash proceeds of $29.3 million. We used approximately $1.8 million of the proceeds to pay down our Senior Secured Notes. |
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Crede Securities Purchase Agreement |
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On July 21, 2014, we entered into a Securities Purchase Agreement (the “Crede Securities Purchase Agreement”) with Crede CG III, Ltd. (“Crede”). Under the terms of the Crede Securities Purchase Agreement, the Company sold and issued to Crede 602,410 shares of common stock, at $8.30 per share, and warrants to purchase 361,493 shares of Common Stock with an exercise price of $11.2036 for no additional consideration (the “2019 Warrants”). Net proceeds of the offering, after expenses, were approximately $4.5 million. |
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We estimated the 2019 Warrants’ fair value at issuance was approximately $1.3 million and in accordance with US GAAP allocated the remaining residual amount of $3.2 million, calculated as the difference between the $4.5 million net proceeds and the $1.3 million fair value attributed to the 2019 Warrants, to common stock and additional paid-in capital. |
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On October 21, 2014, Crede attempted to exchange warrants received in the first investment for 1,422,908 shares of common stock. The Company believes the contractual provisions of the 2019 Warrants limit their exchange to a maximum of 361,493 shares of common stock. Because the Company and Crede were unable to agree upon an interpretation of the contractual provisions in the 2019 Warrants with respect to the number of shares of common stock into which the 2019 Warrants could be exchanged, the Company filed suit on November 4, 2014 in the United States District Court for the Southern District of New York requesting a declaratory judgment that the 2019 Warrants are exchangeable for a maximum of 361,493 shares of common stock. |
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According to the Crede Securities Purchase Agreement, a second investment of $2.5 million was scheduled to close on October 20, 2014. As a result of a dispute between ZaZa and Crede related to whether the conditions to the second closing had been satisfied, this second investment did not occur and the Company does not expect for it to occur. |