Subsidiary Guarantors | 17. 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. During the preparation of the condensed consolidating financial information of Jones Energy, Inc. and Subsidiaries in the second quarter of 2017, it was determined that the Issuer Investment in subsidiaries and the related Eliminations at December 31, 2016 as filed in the Company’s 2016 Form 10-K were improperly calculated and understated by $453.2 million. Additionally, it was determined that the Guarantor Subsidiaries Intercompany payable balances and the related Eliminations and the Issuer Intercompany receivable and the related Eliminations at December 31, 2016 as filed in the Company’s 2016 Form 10-K were improperly calculated and overstated by $453.2 million and $80.0 million, respectively. In addition, it was determined that the Issuer Equity interest in income (loss) and the related Eliminations for the year ended December 31, 2016 as filed in the Company’s 2016 Form 10-K were improperly calculated and understated by $42.6 million. It was also determined that the Issuer Adjustments to reconcile net income (loss) to net cash provided by operating activities and the related Eliminations for the year ended December 31, 2016 as filed in the Company’s 2016 Form 10-K were improperly calculated and overstated by $42.6 million. In addition, it was determined that the Issuer Equity interest in income (loss) and the related Eliminations for the year ended December 31, 2015 as filed in the Company’s 2015 Form 10-K were improperly calculated and understated by $9.1 million. Lastly, it was determined that the Issuer Adjustments to reconcile net income (loss) to net cash provided by operating activities and the related Eliminations for the year ended December 31, 2015 as filed in the Company’s 2015 Form 10-K were improperly calculated and overstated by $9.1 million. The errors, which the Company has determined are not material to this disclosure, had no impact on the total assets of the Parent or the Guarantor Subsidiaries and are eliminated upon consolidation, and therefore have no impact on the Company’s consolidated financial condition, results of operations or cash flows. The Company has revised the Condensed Consolidating Balance Sheets for the Issuer, Guarantor Subsidiaries and Eliminations as of December 31, 2016, the Condensed Consolidating Income Statements for the Issuer and Eliminations for the years ended December 31, 2016 and 2015 and the Condensed Consolidating Statement of Cash Flows for the years ended December 31, 2016 and 2015 to correct for these errors. Jones Energy, Inc. Condensed Consolidating Balance Sheet December 31, 2017 Guarantor Non-Guarantor (in thousands of dollars) JEI (Parent) Issuers Subsidiaries Subsidiaries Eliminations Consolidated Assets Current assets Cash $ 5,248 $ 1,180 $ 13,024 $ 20 $ — $ 19,472 Accounts receivable, net Oil and gas sales — — 34,492 — — 34,492 Joint interest owners — — 31,651 — — 31,651 Other — — 1,236 — — 1,236 Commodity derivative assets — 3,474 — — — 3,474 Other current assets 1,866 358 12,152 — — 14,376 Intercompany receivable 383,849 1,146,647 — — (1,530,496) — Total current assets 390,963 1,151,659 92,555 20 (1,530,496) 104,701 Oil and gas properties, net, at cost under the successful efforts method — — 1,597,040 — — 1,597,040 Other property, plant and equipment, net — — 2,192 527 — 2,719 Commodity derivative assets — 172 — — — 172 Other assets — 4,427 1,004 — — 5,431 Investment in subsidiaries 242,617 116,349 — — (358,966) — Total assets $ 633,580 $ 1,272,607 $ 1,692,791 $ 547 $ (1,889,462) $ 1,710,063 Liabilities and Stockholders’ Equity Current liabilities Trade accounts payable $ 138 $ 247 $ 72,278 $ — $ — $ 72,663 Oil and gas sales payable — — 31,462 — — 31,462 Accrued liabilities 62 11,363 10,172 7 — 21,604 Commodity derivative liabilities — 36,709 — — — 36,709 Other current liabilities 1,606 1,723 720 — — 4,049 Intercompany payable — — 1,527,418 3,078 (1,530,496) — Total current liabilities 1,806 50,042 1,642,050 3,085 (1,530,496) 166,487 Long-term debt — 759,316 — — — 759,316 Deferred revenue — 5,457 — — — 5,457 Commodity derivative liabilities — 8,788 — — — 8,788 Asset retirement obligations — — 19,652 — — 19,652 Liability under tax receivable agreement 59,596 — — — — 59,596 Other liabilities — 68 743 — — 811 Deferred tax liabilities 12,852 1,429 — — — 14,281 Total liabilities 74,254 825,100 1,662,445 3,085 (1,530,496) 1,034,388 Mezzanine equity Series A preferred stock, $0.001 par value; 1,839,995 shares issued and outstanding at December 31, 2017 89,539 — — — — 89,539 Stockholders’/ members' equity (deficit) Members' equity — 447,507 30,346 (2,538) (475,315) — Class A common stock, $0.001 par value; 90,139,840 shares issued and 90,117,238 shares outstanding at December 31, 2017 90 — — — — 90 Class B common stock, $0.001 par value; 9,627,821 shares issued and outstanding at December 31, 2017 10 — — — — 10 Treasury stock, at cost: 22,602 shares at December 31, 2017 (358) — — — — (358) Additional paid-in-capital 606,319 — — — — 606,319 Retained earnings (deficit) (136,274) — — — — (136,274) Stockholders' equity (deficit) 469,787 447,507 30,346 (2,538) (475,315) 469,787 Non-controlling interest — — — — 116,349 116,349 Total stockholders’ equity 469,787 447,507 30,346 (2,538) (358,966) 586,136 Total liabilities and stockholders’ equity $ 633,580 $ 1,272,607 $ 1,692,791 $ 547 $ (1,889,462) $ 1,710,063 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 1,100,834 — — (1,116,500) — Total current assets 42,830 1,132,765 40,207 20 (1,116,500) 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 531,363 453,237 — — (984,600) — Total assets $ 574,193 $ 1,626,011 $ 1,786,958 $ 638 $ (2,101,100) $ 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 — — 1,113,704 2,796 (1,116,500) — Total current liabilities 3,874 27,874 1,189,754 2,805 (1,116,500) 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 1,209,735 2,805 (1,116,500) 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 (deficit) Members' equity — 862,781 577,223 (2,167) (1,437,837) — 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 (deficit) 438,214 862,781 577,223 (2,167) (1,437,837) 438,214 Non-controlling interest — — — — 453,237 453,237 Total stockholders’ equity 438,214 862,781 577,223 (2,167) (984,600) 891,451 Total liabilities and stockholders’ equity $ 574,193 $ 1,626,011 $ 1,786,958 $ 638 $ (2,101,100) $ 1,886,700 Jones Energy, Inc. Condensed Consolidating Statement of Operations Year Ended December 31, 2017 Guarantor Non-Guarantor (in thousands of dollars) JEI (Parent) Issuers Subsidiaries Subsidiaries Eliminations Consolidated Operating revenues Oil and gas sales $ — $ — $ 186,393 $ — $ — $ 186,393 Other revenues — 1,854 326 — — 2,180 Total operating revenues — 1,854 186,719 — — 188,573 Operating costs and expenses Lease operating — — 36,636 — — 36,636 Production and ad valorem taxes — — 6,874 — — 6,874 Exploration — — 14,145 — — 14,145 Depletion, depreciation and amortization — — 167,133 91 — 167,224 Impairment of oil and gas properties — — 149,648 — — 149,648 Accretion of ARO liability — — 960 — — 960 General and administrative 237 10,146 19,226 283 — 29,892 Total operating expenses 237 10,146 394,622 374 — 405,379 Operating income (loss) (237) (8,292) (207,903) (374) — (216,806) Other income (expense) Interest expense — (52,016) 365 — — (51,651) Net gain (loss) on commodity derivatives — (17,985) — — — (17,985) Other income (expense) 59,492 (93) (2,447) — — 56,952 Other income (expense), net 59,492 (70,094) (2,082) — — (12,684) Income (loss) before income tax 59,255 (78,386) (209,985) (374) — (229,490) Equity interest in income (loss) (211,217) (77,527) — — 288,744 — Income tax provision (benefit) (50,470) (197) — — — (50,667) Net income (loss) (101,492) (155,716) (209,985) (374) 288,744 (178,823) Net income (loss) attributable to non-controlling interests — — — — (77,331) (77,331) Net income (loss) attributable to controlling interests $ (101,492) $ (155,716) $ (209,985) $ (374) $ 366,075 $ (101,492) Dividends and accretion on preferred stock (7,924) — — — — (7,924) Net income (loss) attributable to common shareholders $ (109,416) $ (155,716) $ (209,985) $ (374) $ 366,075 $ (109,416) Jones Energy, Inc. Condensed Consolidating Statement of Operations Year Ended December 31, 2016 Guarantor Non‑Guarantor (in thousands of dollars) JEI (Parent) Issuers Subsidiaries Subsidiaries Eliminations Consolidated Operating revenues Oil and gas sales $ — $ — $ 124,877 $ — $ — $ 124,877 Other revenues — 2,384 586 — — 2,970 Total operating revenues — 2,384 125,463 — — 127,847 Operating costs and expenses Lease operating — — 32,640 — — 32,640 Production and ad valorem taxes — — 7,768 — — 7,768 Exploration — — 6,673 — — 6,673 Depletion, depreciation and amortization — — 153,843 87 — 153,930 Accretion of ARO liability — — 1,263 — — 1,263 General and administrative — 12,028 17,244 368 — 29,640 Other operating — 199 — 199 Total operating expenses — 12,028 219,630 455 — 232,113 Operating income (loss) — (9,644) (94,167) (455) — (104,266) Other income (expense) Interest expense — (53,080) (47) — — (53,127) Gain on debt extinguishment — 99,530 — — — 99,530 Net gain (loss) on commodity derivatives — (51,264) — — — (51,264) Other income (expense) 784 (321) 73 — — 536 Other income (expense), net 784 (5,135) 26 — — (4,325) Income (loss) before income tax 784 (14,779) (94,141) (455) — (108,591) Equity interest in income (loss) (66,804) (42,571) — — 109,375 — Income tax provision (benefit) (23,468) (318) — — — (23,786) Net income (loss) (42,552) (57,032) (94,141) (455) 109,375 (84,805) Net income (loss) attributable to non-controlling interests — — — — (42,253) (42,253) Net income (loss) attributable to controlling interests $ (42,552) $ (57,032) $ (94,141) $ (455) $ 151,628 $ (42,552) Dividends and accretion on preferred stock (2,669) — — — — (2,669) Net income (loss) attributable to common shareholders $ (45,221) $ (57,032) $ (94,141) $ (455) $ 151,628 $ (45,221) Jones Energy, Inc. Condensed Consolidating Statement of Operations Year Ended December 31, 2015 Guarantor Non‑Guarantor (in thousands of dollars) JEI (Parent) Issuers Subsidiaries Subsidiaries Eliminations Consolidated Operating revenues Oil and gas sales $ — $ — $ 194,555 $ — $ — $ 194,555 Other revenues — 1,960 884 — — 2,844 Total operating revenues — 1,960 195,439 — — 197,399 Operating costs and expenses Lease operating — — 41,027 — — 41,027 Production and ad valorem taxes — — 12,130 — — 12,130 Exploration — — 6,551 — — 6,551 Depletion, depreciation and amortization — — 205,407 91 — 205,498 Accretion of ARO liability — — 1,087 — — 1,087 General and administrative — 13,565 19,707 116 — 33,388 Other operating — — 4,188 — — 4,188 Total operating expenses — 13,565 290,097 207 — 303,869 Operating income (loss) — (11,605) (94,658) (207) — (106,470) Other income (expense) Interest expense — (63,160) (1,298) — — (64,458) Net gain (loss) on commodity derivatives — 158,753 — — — 158,753 Other income (expense) 1,984 (1,663) (4) — — 317 Other income (expense), net 1,984 93,930 (1,302) — — 94,612 Income (loss) before income tax 1,984 82,325 (95,960) (207) — (11,858) Equity interest in income (loss) (4,728) (9,114) — — 13,842 — Income tax provision (benefit) (363) (2,418) — — — (2,781) Net income (loss) (2,381) 75,629 (95,960) (207) 13,842 (9,077) Net income (loss) attributable to non-controlling interests — — — — (6,696) (6,696) Net income (loss) attributable to controlling interests $ (2,381) $ 75,629 $ (95,960) $ (207) $ 20,538 $ (2,381) Dividends and accretion on preferred stock — — — — — — Net income (loss) attributable to common shareholders $ (2,381) $ 75,629 $ (95,960) $ (207) $ 20,538 $ (2,381) Jones Energy, Inc. Condensed Consolidating Statement of Cash Flows Year Ended December 31, 2017 Non- Guarantor Guarantor (in thousands of dollars) JEI (Parent) Issuers Subsidiaries Subsidiaries Eliminations Consolidated Cash flows from operating activities Net income (loss) $ (101,492) $ (155,716) $ (209,985) $ (374) $ 288,744 $ (178,823) Adjustments to reconcile net income (loss) to net cash provided by operating activities 73,536 52,870 399,795 374 (288,744) 237,831 Net cash (used in) / provided by operations (27,956) (102,846) 189,810 — — 59,008 Cash flows from investing activities Additions to oil and gas properties — — (245,364) — — (245,364) Net adjustments to purchase price of properties acquired — — 2,391 — — 2,391 Proceeds from sales of assets — — 61,290 — — 61,290 Acquisition of other property, plant and equipment — — (586) — — (586) Current period settlements of matured derivative contracts — 72,265 — — — 72,265 Net cash (used in) / provided by investing — 72,265 (182,269) — — (110,004) Cash flows from financing activities Proceeds from issuance of long-term debt — 162,000 — — — 162,000 Repayment of long-term debt — (129,000) — — — (129,000) Payment of debt issuance costs — (1,115) — — — (1,115) Payment of cash dividends on preferred stock (3,368) — — — — (3,368) Net distributions paid to JEH unitholders 1,075 (1,637) — — — (562) Net payments for share based compensation — (462) — — — (462) Proceeds from sale of common stock 8,333 — — — — 8,333 Net cash (used in) / provided by financing 6,040 29,786 — — — 35,826 Net increase (decrease) in cash (21,916) (795) 7,541 — — (15,170) Cash Beginning of period 27,164 1,975 5,483 20 — 34,642 End of period $ 5,248 $ 1,180 $ 13,024 $ 20 $ — $ 19,472 Jones Energy, Inc. Condensed Consolidating Statement of Cash Flows Year Ended December 31, 2016 Non- Guarantor Guarantor (in thousands of dollars) JEI (Parent) Issuers Subsidiaries Subsidiaries Eliminations Consolidated Cash flows from operating activities Net income (loss) $ (42,552) $ (57,032) $ (94,141) $ (455) $ 109,375 $ (84,805) Adjustments to reconcile net income (loss) to net cash provided by operating activities (105,877) (28,124) 353,426 455 (109,375) 110,505 Net cash (used in) / provided by operations (148,429) (85,156) 259,285 — — 25,700 Cash flows from investing activities Additions to oil and gas properties — — (264,462) — — (264,462) Proceeds from sales of assets — — 1,645 — — 1,645 Acquisition of other property, plant and equipment — — (310) — — (310) Current period settlements of matured derivative contracts — 132,265 — — — 132,265 Net cash (used in) / provided by investing — 132,265 (263,127) — — (130,862) Cash flows from financing activities Proceeds from issuance of long-term debt — 130,000 — — — 130,000 Repayment under long-term debt — (62,000) — — — (62,000) Purchase of senior notes — (84,589) — — — (84,589) Payment of dividends on preferred stock (1,615) — — — — (1,615) Net distributions paid to JEH unitholders 23,674 (40,993) — — — (17,319) Proceeds from sale of common stock 65,446 — — — — 65,446 Proceeds from sale of preferred stock 87,988 — — — — 87,988 Net cash (used in) / provided by financing 175,493 (57,582) — — — 117,911 Net increase (decrease) in cash 27,064 (10,473) (3,842) — — 12,749 Cash Beginning of period 100 12,448 9,325 20 — 21,893 End of period $ 27,164 $ 1,975 $ 5,483 $ 20 $ — $ 34,642 Jones Energy, Inc. Condensed Consolidating Statement of Cash Flows Year Ended December 31, 2015 Non- Guarantor Guarantor (in thousands of dollars) JEI (Parent) Issuers Subsidiaries Subsidiaries Eliminations Consolidated Cash flows from operating activities Net income (loss) $ (2,381) $ 75,629 $ (95,960) $ (207) $ 13,842 $ (9,077) Adjustments to reconcile net income (loss) to net cash provided by operating activities (120,398) (193,245) 405,214 197 (13,842) 77,926 Net cash (used in) / provided by operations (122,779) (117,616) 309,254 (10) — 68,849 Cash flows from investing activities Additions to oil and gas properties — — (311,305) — — (311,305) Proceeds from sales of assets — — 41 — — 41 Acquisition of other property, plant and equipment — — (1,101) — — (1,101) Current period settlements of matured derivative contracts — 144,145 — — — 144,145 Net cash (used in) / provided by investing — 144,145 (312,365) — — (168,220) Cash flows from financing activities Proceeds from issuance of long-term debt — 85,000 — — — 85,000 Repayment under long-term debt — (335,000) — — — (335,000) Proceeds from senior notes — 236,475 — — — 236,475 Payment of debt issuance costs — (1,556) — — — (1,556) Proceeds from sale of common stock 122,779 — — — — 122,779 Net cash (used in) / provided by financing 122,779 (15,081) — — — 107,698 Net increase (decrease) in cash — 11,448 (3,111) (10) — 8,327 Cash Beginning of period 100 1,000 12,436 30 — 13,566 End of period $ 100 $ 12,448 $ 9,325 $ 20 $ — $ 21,893 |