Subsidiary Guarantors | 16. Subsidiary Guarantors 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. and two immaterial subsidiaries) 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. As of December 31, 2016, the 2022 Notes and the 2023 Notes were guaranteed on a senior unsecured basis by the Company and by all of its significant subsidiaries, other than Nosley SCOOP, LLC and Nosley Acquisition, LLC. These subsidiaries have since become guarantors during the first quarter of 2017 and are therefore presented accordingly in the accompanying condensed consolidated guarantor financial information. 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 March 31, 2017, the Company held 63,373,033 JEH Units and all of the preferred units representing membership interests in JEH, and the remaining 29,832,098 JEH Units are held by the Class B shareholders. The Class B shareholders 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 Class B shareholders 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 Class B shareholders collectively have a number of votes in the Company equal to the aggregate number of JEH Units that they hold. The Class B shareholders have the right, pursuant to the terms of an exchange agreement by and among the Company, JEH and each of the Class B shareholders (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 March 31, 2017 Guarantor Non-Guarantor (in thousands of dollars) JEI (Parent) Issuers Subsidiaries Subsidiaries Eliminations Consolidated Assets Current assets Cash $ 4,781 $ 239 $ 3,668 $ 20 $ — $ 8,708 Accounts receivable, net Oil and gas sales — — 25,787 — — 25,787 Joint interest owners — — 6,533 — — 6,533 Other — 3,907 311 — — 4,218 Commodity derivative assets — 30,101 — — — 30,101 Other current assets 342 224 6,712 — — 7,278 Intercompany receivable 17,581 1,175,883 — — (1,193,464) — Total current assets 22,704 1,210,354 43,011 20 (1,193,464) 82,625 Oil and gas properties, net, at cost under the successful efforts method — — 1,764,947 — — 1,764,947 Other property, plant and equipment, net — — 2,325 595 — 2,920 Commodity derivative assets — 17,767 — — — 17,767 Other assets — 4,867 895 — — 5,762 Investment in subsidiaries 548,561 — — — (548,561) — Total assets $ 571,265 $ 1,232,988 $ 1,811,178 $ 615 $ (1,742,025) $ 1,874,021 Liabilities and Stockholders’ Equity Current liabilities Trade accounts payable $ 31 $ 29 $ 55,697 $ — $ — $ 55,757 Oil and gas sales payable — — 28,112 — — 28,112 Accrued liabilities 58 14,813 10,077 — — 24,948 Commodity derivative liabilities — 8,717 — — — 8,717 Other current liabilities 639 1,984 600 — — 3,223 Intercompany payable — — 1,583,080 2,849 (1,585,929) — Total current liabilities 728 25,543 1,677,566 2,849 (1,585,929) 120,757 Long-term debt — 701,586 — — — 701,586 Deferred revenue — 6,591 — — — 6,591 Commodity derivative liabilities — 178 — — — 178 Asset retirement obligations — — 20,035 — — 20,035 Liability under tax receivable agreement 41,720 — — — — 41,720 Other liabilities — 316 633 — — 949 Deferred tax liabilities 85 2,841 — — — 2,926 Total liabilities 42,533 737,055 1,698,234 2,849 (1,585,929) 894,742 Mezzanine equity Series A preferred stock, $0.001 par value; 1,840,000 shares issued and outstanding at March 31, 2017 89,162 — — — — 89,162 Stockholders’/ members' equity Members' equity — 495,933 112,944 (2,234) (606,643) — Class A common stock, $0.001 par value; 63,395,635 shares issued and 63,373,033 shares outstanding at March 31, 2017 63 — — — — 63 Class B common stock, $0.001 par value; 29,832,098 shares issued and outstanding at March 31, 2017 30 — — — — 30 Treasury stock, at cost: 22,602 shares at March 31, 2017 (358) — — — — (358) Additional paid-in-capital 470,107 — — — — 470,107 Retained earnings (deficit) (30,272) — — — — (30,272) Stockholders' equity 439,570 495,933 112,944 (2,234) (606,643) 439,570 Non-controlling interest — — — — 450,547 450,547 Total stockholders’ equity 439,570 495,933 112,944 (2,234) (156,096) 890,117 Total liabilities and stockholders’ equity $ 571,265 $ 1,232,988 $ 1,811,178 $ 615 $ (1,742,025) $ 1,874,021 Jones Energy, Inc. Condensed Consolidating Balance Sheet December 31, 2016 Guarantor Non-Guarantor (in thousands of dollars) JEI (Parent) Issuers Subsidiaries Subsidiaries Eliminations Consolidated Assets Current assets Cash $ 27,164 $ 1,975 $ 5,483 $ 20 $ — $ 34,642 Accounts receivable, net Oil and gas sales — — 26,568 — — 26,568 Joint interest owners — — 5,267 — — 5,267 Other — 5,434 627 — — 6,061 Commodity derivative assets — 24,100 — — — 24,100 Other current assets — 422 2,262 — — 2,684 Intercompany receivable 15,666 1,180,859 — — (1,196,525) — Total current assets 42,830 1,212,790 40,207 20 (1,196,525) 99,322 Oil and gas properties, net, at cost under the successful efforts method — — 1,743,588 — — 1,743,588 Other property, plant and equipment, net — — 2,378 618 — 2,996 Commodity derivative assets — 34,744 — — — 34,744 Other assets — 5,265 785 — — 6,050 Investment in subsidiaries 531,363 — — — (531,363) — Total assets $ 574,193 $ 1,252,799 $ 1,786,958 $ 638 $ (1,727,888) $ 1,886,700 Liabilities and Stockholders’ Equity Current liabilities Trade accounts payable $ — $ 13 $ 36,514 $ — $ — $ 36,527 Oil and gas sales payable — — 28,339 — — 28,339 Accrued liabilities 3,874 11,227 10,597 9 — 25,707 Commodity derivative liabilities — 14,650 — — — 14,650 Other current liabilities — 1,984 600 — — 2,584 Intercompany payable — — 1,566,941 2,796 (1,569,737) — Total current liabilities 3,874 27,874 1,642,991 2,805 (1,569,737) 107,807 Long-term debt — 724,009 — — — 724,009 Deferred revenue — 7,049 — — — 7,049 Commodity derivative liabilities — 1,209 — — — 1,209 Asset retirement obligations — — 19,458 — — 19,458 Liability under tax receivable agreement 43,045 — — — — 43,045 Other liabilities — 269 523 — — 792 Deferred tax liabilities 85 2,820 — — — 2,905 Total liabilities 47,004 763,230 1,662,972 2,805 (1,569,737) 906,274 Mezzanine equity Series A preferred stock, $0.001 par value; 1,840,000 shares issued and outstanding at December 31, 2016 88,975 — — — — 88,975 Stockholders’/ members' equity Members' equity — 489,569 123,986 (2,167) (611,388) — Class A common stock, $0.001 par value; 57,048,076 shares issued and 57,025,474 shares outstanding at December 31, 2016 57 — — — — 57 Class B common stock, $0.001 par value; 29,832,098 shares issued and outstanding at December 31, 2016 30 — — — — 30 Treasury stock, at cost: 22,602 shares at December 31, 2016 (358) — — — — (358) Additional paid-in-capital 447,137 — — — — 447,137 Retained earnings (deficit) (8,652) — — — — (8,652) Stockholders' equity 438,214 489,569 123,986 (2,167) (611,388) 438,214 Non-controlling interest — — — — 453,237 453,237 Total stockholders’ equity 438,214 489,569 123,986 (2,167) (158,151) 891,451 Total liabilities and stockholders’ equity $ 574,193 $ 1,252,799 $ 1,786,958 $ 638 $ (1,727,888) $ 1,886,700 Jones Energy, Inc. Condensed Consolidating Statement of Operations Three Months Ended March 31, 2017 Guarantor Non-Guarantor (in thousands of dollars) JEI (Parent) Issuers Subsidiaries Subsidiaries Eliminations Consolidated Operating revenues Oil and gas sales $ — $ — $ 40,677 $ — $ — $ 40,677 Other revenues — 458 98 — — 556 Total operating revenues — 458 40,775 — — 41,233 Operating costs and expenses Lease operating — — 8,806 — — 8,806 Production and ad valorem taxes — — (906) — — (906) Exploration — — 2,944 — — 2,944 Depletion, depreciation and amortization — — 35,631 23 — 35,654 Accretion of ARO liability — — 201 — — 201 General and administrative — 2,993 5,004 44 — 8,041 Total operating expenses — 2,993 51,680 67 — 54,740 Operating income (loss) — (2,535) (10,905) (67) — (13,507) Other income (expense) Interest expense — (12,814) (73) — — (12,887) Net gain (loss) on commodity derivatives — 22,320 — — — 22,320 Other income (expense) 668 (24) (64) — — 580 Other income (expense), net 668 9,482 (137) — — 10,013 Income (loss) before income tax 668 6,947 (11,042) (67) — (3,494) Equity interest in income (2,055) — — — 2,055 — Income tax provision (benefit) — 21 — — — 21 Net income (loss) (1,387) 6,926 (11,042) (67) 2,055 (3,515) Net income (loss) attributable to non-controlling interests — — — — (2,128) (2,128) Net income (loss) attributable to controlling interests $ (1,387) $ — $ — $ — $ — $ (1,387) Dividends and accretion on preferred stock (2,027) — — — — (2,027) Net income (loss) attributable to common shareholders $ (3,414) $ — $ — $ — $ — $ (3,414) Jones Energy, Inc. Condensed Consolidating Statement of Operations Three Months Ended March 31, 2016 Guarantor Non-Guarantor (in thousands of dollars) JEI (Parent) Issuers Subsidiaries Subsidiaries Eliminations Consolidated Operating revenues Oil and gas sales $ — $ — $ 25,080 $ — $ — $ 25,080 Other revenues — 645 133 — — 778 Total operating revenues — 645 25,213 — — 25,858 Operating costs and expenses Lease operating — — 8,617 — — 8,617 Production and ad valorem taxes — — 1,601 — — 1,601 Exploration — — 162 — — 162 Depletion, depreciation and amortization — — 41,739 23 — 41,762 Accretion of ARO liability — — 293 — — 293 General and administrative — 2,878 4,601 25 — 7,504 Total operating expenses — 2,878 57,013 48 — 59,939 Operating income (loss) — (2,233) (31,800) (48) — (34,081) Other income (expense) Interest expense — (15,038) 240 — — (14,798) Gain on debt extinguishment — 90,652 — — — 90,652 Net gain (loss) on commodity derivatives — 17,219 — — — 17,219 Other income (expense) 429 (200) (4) — — 225 Other income (expense), net 429 92,633 236 — — 93,298 Income (loss) before income tax 429 90,400 (31,564) (48) — 59,217 Equity interest in income 28,968 — — — (28,968) — Income tax provision (benefit) 10,486 217 — — — 10,703 Net income (loss) 18,911 90,183 (31,564) (48) (28,968) 48,514 Net income (loss) attributable to non-controlling interests — — — — 29,603 29,603 Net income (loss) attributable to controlling interests $ 18,911 $ — $ — $ — $ — $ 18,911 Jones Energy, Inc. Condensed Consolidating Statement of Cash Flows Three Months Ended March 31, 2017 Guarantor Non-Guarantor (in thousands of dollars) JEI (Parent) Issuers Subsidiaries Subsidiaries Eliminations Consolidated Cash flows from operating activities Net income (loss) $ (1,387) $ 6,926 $ (11,042) $ (67) $ 2,055 $ (3,515) Adjustments to reconcile net income (loss) to net cash provided by operating activities (23,060) (11,848) 53,994 67 (2,055) 17,098 Net cash (used in) / provided by operations (24,447) (4,922) 42,952 — — 13,583 Cash flows from investing activities Additions to oil and gas properties — — (47,110) — — (47,110) Net adjustments to purchase price of properties acquired — — 2,391 — — 2,391 Proceeds from sales of assets — — 144 — — 144 Acquisition of other property, plant and equipment — — (192) — — (192) Current period settlements of matured derivative contracts — 27,854 — — — 27,854 Net cash (used in) / provided by investing — 27,854 (44,767) — — (16,913) Cash flows from financing activities Proceeds from issuance of long-term debt — 30,000 — — — 30,000 Repayment of long-term debt — (53,000) — — — (53,000) Payment of dividends on preferred stock (1,840) — — — — (1,840) Net distributions paid to JEH unitholders 1,075 (1,637) — — — (562) Net payments for share based compensation — (31) — — — (31) Proceeds from sale of common stock 2,829 — — — — 2,829 Net cash (used in) / provided by financing 2,064 (24,668) — — — (22,604) Net increase (decrease) in cash (22,383) (1,736) (1,815) — — (25,934) Cash Beginning of period 27,164 1,975 5,483 20 — 34,642 End of period $ 4,781 $ 239 $ 3,668 $ 20 $ — $ 8,708 Jones Energy, Inc. Condensed Consolidating Statement of Cash Flows Three Months Ended March 31, 2016 Guarantor Non-Guarantor (in thousands of dollars) JEI (Parent) Issuers Subsidiaries Subsidiaries Eliminations Consolidated Cash flows from operating activities Net income (loss) $ 18,911 $ 90,183 $ (31,564) $ (48) $ (28,968) $ 48,514 Adjustments to reconcile net income (loss) to net cash provided by operating activities (18,911) (134,122) 70,677 48 28,968 (53,340) Net cash (used in) / provided by operations — (43,939) 39,113 — — (4,826) Cash flows from investing activities Additions to oil and gas properties — — (7,176) — — (7,176) Proceeds from sales of assets — — 3 — — 3 Acquisition of other property, plant and equipment — — 40 — — 40 Current period settlements of matured derivative contracts — 42,298 — — 42,298 Net cash (used in) / provided by investing — 42,298 (7,133) — — 35,165 Cash flows from financing activities Proceeds from issuance of long-term debt — 75,000 — — — 75,000 Purchase of senior notes — (73,427) — — — (73,427) Net cash (used in) / provided by financing — 1,573 — — — 1,573 Net increase (decrease) in cash — (68) 31,980 — — 31,912 Cash — Beginning of period 100 12,448 9,325 20 — 21,893 End of period $ 100 $ 12,380 $ 41,305 $ 20 $ — $ 53,805 |