Subsidiary Guarantors | 16. Subsidiary Guarantors On April 1, 2014, the Issuers sold $500.0 million in aggregate principal amount of the 2022 Notes. On February 23, 2015, the Issuers sold $250.0 million in aggregate principal amount of the 2023 Notes. The 2022 Notes and the 2023 Notes are guaranteed on a senior unsecured basis by the Company and by all of JEH’s current subsidiaries (except Jones Energy Finance Corp., two immaterial subsidiaries and the new subsidiary formed to acquire the properties in the Merge Acquisition, which is required to become a guarantor no later than January 31, 2017) and certain future subsidiaries, including any future subsidiaries that guarantee any indebtedness under the Revolver. Each subsidiary guarantor is 100% owned by JEH, and all guarantees are full and unconditional, subject to customary exceptions pursuant to the indentures governing our 2022 Notes and 2023 Notes, as discussed below, and joint and several with all other subsidiary guarantees and the parent guarantee. Any subsidiaries of JEH other than the subsidiary guarantors and Jones Energy Finance Corp. are immaterial. Guarantees of the 2022 Notes and 2023 Notes will be released under certain circumstances, including (i) in connection with any sale or other disposition of (a) all or substantially all of the properties or assets of a guarantor (including by way of merger or consolidation) or (b) all of the capital stock of such guarantor, in each case, to a person that is not the Company or a restricted subsidiary of the Company, (ii) if the Company designates any restricted subsidiary that is a guarantor as an unrestricted subsidiary, (iii) upon legal defeasance, covenant defeasance or satisfaction and discharge of the applicable indenture, or (iv) at such time as such guarantor ceases to guarantee any other indebtedness of the Company or any other guarantor. The Company is a holding company whose sole material asset is an equity interest in JEH. The Company is the sole managing member of JEH and is responsible for all operational, management and administrative decisions related to JEH’s business. In accordance with JEH’s limited liability company agreement, the Company may not be removed as the sole managing member of JEH. As of September 30, 2016, the Company held 56,969,222 JEH Units and all of the preferred units representing membership interests in JEH, and the remaining 29,872,426 JEH Units are held by a group of investors that owned interests in JEH prior to the Company’s IPO (the “Pre-IPO Owners”). The Pre-IPO Owners have no voting rights with respect to their economic interest in JEH. The Company has two classes of common stock, Class A common stock, which was sold to investors in the IPO, and Class B common stock, and one series of preferred stock, Series A preferred stock. Pursuant to the Company’s certificate of incorporation, each share of Class A common stock is entitled to one vote per share, and the shares of Class A common stock are entitled to 100% of the economic interests in the Company. Each share of Class B common stock has no economic rights in the Company, but entitles its holder to one vote on all matters to be voted on by the Company’s stockholders generally. Except as required by law or the Company’s certificate of incorporation, which includes the certificate of designations for the Series A preferred stock, the holders of Series A preferred stock have no voting rights (other than with respect to certain matters regarding the Series A preferred stock or when dividends payable on the Series A preferred stock have not been paid for an aggregate of six quarterly dividend periods, or more, whether or not consecutive, as provided in the certificate of designations for the Series A preferred stock). In connection with a reorganization that occurred immediately prior to the IPO, each Existing Owner was issued a number of shares of Class B common stock that was equal to the number of JEH Units that such Existing Owner held. Holders of the Company’s Class A common stock and Class B common stock generally vote together as a single class on all matters presented to the Company’s stockholders for their vote or approval. Accordingly, the Pre-IPO Owners collectively have a number of votes in the Company equal to the aggregate number of JEH Units that they hold. The Pre-IPO Owners have the right, pursuant to the terms of an exchange agreement by and among the Company, JEH and each of the Pre-IPO Owners (the “Exchange Agreement”), to exchange their JEH Units (together with a corresponding number of shares of Class B common stock) for shares of Class A common stock on a one-for-one basis, subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications and other similar transactions. As a result, the Company expects that over time the Company will have an increasing economic interest in JEH as Class B common stock and JEH Units are exchanged for Class A common stock. Moreover, any transfers of JEH Units outside of the Exchange Agreement (other than permitted transfers to affiliates) must be approved by the Company. The Company intends to retain full voting and management control over JEH. Jones Energy, Inc. Condensed Consolidating Balance Sheet September 30, 2016 Guarantor Non-Guarantor (in thousands of dollars) JEI (Parent) Issuers Subsidiaries Subsidiaries Eliminations Consolidated Assets Current assets Cash $ $ $ $ $ — $ Accounts receivable, net Oil and gas sales — — — — Joint interest owners — — — — Other — — — Commodity derivative assets — — — — Other current assets — — — Intercompany receivable — — — Total current assets Oil and gas properties, net, at cost under the successful efforts method — — — Other property, plant and equipment, net — — — Commodity derivative assets — — — — Other assets — — — Investment in subsidiaries — — — — Total assets $ $ $ $ $ $ Liabilities and Stockholders’ Equity Current liabilities Trade accounts payable $ $ $ $ — $ — $ Oil and gas sales payable — — — — Accrued liabilities — — Commodity derivative liabilities — — — — Asset retirement obligations — — — — Intercompany payable — — — Total current liabilities Long-term debt — — — — Deferred revenue — — — — Commodity derivative liabilities — — — — Asset retirement obligations — — — — Liability under tax receivable agreement — — — — Other liabilities — — — Deferred tax liabilities — — — Total liabilities Mezzanine equity Series A preferred stock, $0.001 par value; 1,840,000 shares issued and outstanding at September 30, 2016 — — — — Stockholders’/ members' equity Members' equity — — Class A common stock, $0.001 par value; 56,991,824 shares issued and 56,969,222 shares outstanding at September 30, 2016 — — — — Class B common stock, $0.001 par value; 29,872,426 shares issued and outstanding at September 30, 2016 — — — — Treasury stock, at cost: 22,602 shares at September 30, 2016 — — — — Additional paid-in-capital — — — — Retained earnings (deficit) — — — — Stockholders' equity Non-controlling interest — — — — Total stockholders’ equity Total liabilities and stockholders’ equity $ $ $ $ $ $ Jones Energy, Inc. Condensed Consolidating Balance Sheet December 31, 2015 Guarantor Non-Guarantor (in thousands of dollars) JEI (Parent) Issuers Subsidiaries Subsidiaries Eliminations Consolidated Assets Current assets Cash $ $ $ $ $ — $ Accounts receivable, net Oil and gas sales — — — — Joint interest owners — — — — Other — — — Commodity derivative assets — — — — Other current assets — — — Intercompany receivable — — — Total current assets Oil and gas properties, net, at cost under the successful efforts method — — — — Other property, plant and equipment, net — — — Commodity derivative assets — — — — Other assets — — — Investment in subsidiaries — — — — Total assets $ $ $ $ $ $ Liabilities and Stockholders’ Equity Current liabilities Trade accounts payable $ — $ $ $ — $ — $ Oil and gas sales payable — — — — Accrued liabilities — — — Commodity derivative liabilities — — — — Asset retirement obligations — — — — Intercompany payable — — — Total current liabilities — Long-term debt — — — — Deferred revenue — — — — Asset retirement obligations — — — — Liability under tax receivable agreement — — — — Other liabilities — — — — Deferred tax liabilities — — — Total liabilities Stockholders’/ members' equity Members' equity — — Class A common stock, $0.001 par value; 30,573,509 shares issued and 30,550,907 shares outstanding at December 31, 2015 — — — — Class B common stock, $0.001 par value; 31,273,130 shares issued and outstanding at December 31, 2015 — — — — Treasury stock, at cost: 22,602 shares at December 31, 2015 — — — — Additional paid-in-capital — — — — Retained earnings (deficit) — — — — Stockholders' equity Non-controlling interest — — — — Total stockholders’ equity Total liabilities and stockholders’ equity $ $ $ $ $ $ Jones Energy, Inc. Condensed Consolidating Statement of Operations Three Months Ended September 30, 2016 Guarantor Non-Guarantor (in thousands of dollars) JEI (Parent) Issuers Subsidiaries Subsidiaries Eliminations Consolidated Operating revenues Oil and gas sales $ — $ — $ $ — $ — $ Other revenues — — — Total operating revenues — — — Operating costs and expenses Lease operating — — — — Production and ad valorem taxes — — — — Exploration — — — — Depletion, depreciation and amortization — — — Accretion of ARO liability — — — — General and administrative — — Total operating expenses — — Operating income (loss) — — Other income (expense) Interest expense — — — Net gain (loss) on commodity derivatives — — — — Other income (expense) — — Other income (expense), net — — Income (loss) before income tax — Equity interest in income — — — — Income tax provision (benefit) — — — Net income (loss) Net income (loss) attributable to non-controlling interests Net income (loss) attributable to controlling interests $ $ — $ — $ — $ — $ Dividends and accretion on preferred stock — — — — Net income (loss) attributable to common shareholders $ $ — $ — $ — $ — $ Jones Energy, Inc. Condensed Consolidating Statement of Operations Nine Months Ended September 30, 2016 Guarantor Non-Guarantor (in thousands of dollars) JEI (Parent) Issuers Subsidiaries Subsidiaries Eliminations Consolidated Operating revenues Oil and gas sales $ — $ — $ $ — $ — $ Other revenues — — — Total operating revenues — — — Operating costs and expenses Lease operating — — — — Production and ad valorem taxes — — — — Exploration — — — — Depletion, depreciation and amortization — — — Accretion of ARO liability — — — — General and administrative — — Total operating expenses — — Operating income (loss) — — Other income (expense) Interest expense — — — Gain on debt extinguishment — — — — Net gain (loss) on commodity derivatives — — — — Other income (expense) — — Other income (expense), net — — Income (loss) before income tax — Equity interest in income — — — — Income tax provision (benefit) — — — Net income (loss) Net income (loss) attributable to non-controlling interests — — — — Net income (loss) attributable to controlling interests $ $ — $ — $ — $ — $ Dividends and accretion on preferred stock — — — — Net income (loss) attributable to common shareholders $ $ — $ — $ — $ — $ Jones Energy, Inc. Condensed Consolidating Statement of Operations Three Months Ended September 30, 2015 Guarantor Non-Guarantor (in thousands of dollars) JEI (Parent) Issuers Subsidiaries Subsidiaries Eliminations Consolidated Operating revenues Oil and gas sales $ — $ — $ $ — $ — $ Other revenues — — — Total operating revenues — — — Operating costs and expenses Lease operating — — — — Production and ad valorem taxes — — — — Exploration — — — — Depletion, depreciation and amortization — — — Accretion of ARO liability — — — — General and administrative — — Total operating expenses — — Operating income (loss) — — Other income (expense) Interest expense — — — Net gain (loss) on commodity derivatives — — — — Other income (expense) — — — Other income (expense), net — — — Income (loss) before income tax — — Equity interest in income — — — — Income tax provision (benefit) — — — Net income (loss) Net income (loss) attributable to non-controlling interests — — — — Net income (loss) attributable to controlling interests $ $ — $ — $ — $ — $ Jones Energy, Inc. Condensed Consolidating Statement of Operations Nine Months Ended September 30, 2015 Guarantor Non-Guarantor (in thousands of dollars) JEI (Parent) Issuers Subsidiaries Subsidiaries Eliminations Consolidated Operating revenues Oil and gas sales $ — $ — $ $ — $ — $ Other revenues — — — Total operating revenues — — — Operating costs and expenses Lease operating — — — — Production and ad valorem taxes — — — — Exploration — — — — Depletion, depreciation and amortization — — — Accretion of ARO liability — — — — General and administrative — — Other operating — — — — Total operating expenses — — Operating income (loss) — — Other income (expense) Interest expense — — — Net gain (loss) on commodity derivatives — — — — Other income (expense) — — — Other income (expense), net — — — Income (loss) before income tax — — Equity interest in income — — — — Income tax provision (benefit) — — — Net income (loss) Net income (loss) attributable to non-controlling interests — — — — Net income (loss) attributable to controlling interests $ $ — $ — $ — $ — $ Jones Energy, Inc. Condensed Consolidating Statement of Cash Flows Nine Months Ended September 30, 2016 Guarantor Non-Guarantor (in thousands of dollars) JEI (Parent) Issuers Subsidiaries Subsidiaries Eliminations Consolidated Cash flows from operating activities Net income (loss) $ $ $ $ $ $ Adjustments to reconcile net income (loss) to net cash provided by operating activities Net cash (used in) / provided by operations — Cash flows from investing activities Additions to oil and gas properties — — — Proceeds from sales of assets — — — — Acquisition of other property, plant and equipment — — — — Current period settlements of matured derivative contracts — — — — Net cash (used in) / provided by investing — — Cash flows from financing activities Proceeds from issuance of long-term debt — — — — Repayment under long-term debt — — — — Purchase of senior notes — — — — Net distributions paid to JEH unitholders — — — Proceeds from sale of common stock — — — — Proceeds from sale of preferred stock — — — — Net cash (used in) / provided by financing — — — Net increase (decrease) in cash — — Cash Beginning of period — End of period $ $ $ $ $ — $ Jones Energy, Inc. Condensed Consolidating Statement of Cash Flows Nine Months Ended September 30, 2015 Guarantor Non-Guarantor (in thousands of dollars) JEI (Parent) Issuers Subsidiaries Subsidiaries Eliminations Consolidated Cash flows from operating activities Net income (loss) $ $ $ $ $ $ Adjustments to reconcile net income (loss) to net cash provided by operating activities Net cash (used in) / provided by operations — — Cash flows from investing activities Additions to oil and gas properties — — — — Proceeds from sales of assets — — — — Acquisition of other property, plant and equipment — — — — Current period settlements of matured derivative contracts — — — Net cash (used in) / provided by investing — — — Cash flows from financing activities Proceeds from issuance of long-term debt — — — — Repayment under long-term debt — — — — Proceeds from senior notes — — — — Payment of debt issuance costs — — — — Proceeds from sale of common stock, net of expense — — — — Net cash (used in) / provided by financing — — — Net increase (decrease) in cash — — — Cash — Beginning of period — End of period $ $ $ $ $ — $ |