Subsidiary Guarantors | 17. 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. 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 Equity interest in income (loss) and the related Eliminations for the three months ended March 31, 2017 as filed in the Company’s first quarter 2017 Form 10-Q were improperly calculated and understated by $2.1 million. In addition, 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 three months ended March 31, 2017 as filed in the Company’s first quarter 2017 Form 10-Q was improperly calculated and overstated by $2.1 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 Income Statements for the Issuer and Eliminations for the three months ended March 31, 2017 and the Condensed Consolidating Statement of Cash Flows for the three months ended March 31, 2017 to correct for these errors. Jones Energy, Inc. Condensed Consolidating Balance Sheet (Unaudited) March 31, 2018 Guarantor Non-Guarantor (in thousands of dollars) JEI (Parent) Issuers Subsidiaries Subsidiaries Eliminations Consolidated Assets Current assets Cash and cash equivalents $ 3,597 $ 206,380 $ 21,089 $ 20 $ — $ 231,086 Accounts receivable, net Oil and gas sales — — 35,696 — — 35,696 Joint interest owners — — 40,681 — — 40,681 Other — — 1,066 — — 1,066 Commodity derivative assets — 2,648 — — — 2,648 Other current assets 1,866 179 4,672 — — 6,717 Intercompany receivable 388,717 1,167,222 — — (1,555,939) — Total current assets 394,180 1,376,429 103,204 20 (1,555,939) 317,894 Oil and gas properties, net, at cost under the successful efforts method — — 1,617,660 — — 1,617,660 Other property, plant and equipment, net — — 1,969 504 — 2,473 Commodity derivative assets — 1,261 — — — 1,261 Other assets — 823 1,072 — — 1,895 Investment in subsidiaries 207,224 112,789 — — (320,013) — Total assets $ 601,404 $ 1,491,302 $ 1,723,905 $ 524 $ (1,875,952) $ 1,941,183 Liabilities and Stockholders’ Equity Current liabilities Trade accounts payable $ — $ 3,504 $ 66,202 $ — $ — $ 69,706 Oil and gas sales payable — — 41,928 — — 41,928 Accrued liabilities — 21,317 15,550 — — 36,867 Commodity derivative liabilities — 35,726 — — — 35,726 Other current liabilities — 1,723 1,872 — — 3,595 Intercompany payable — — 1,552,800 3,139 (1,555,939) — Total current liabilities — 62,270 1,678,352 3,139 (1,555,939) 187,822 Long-term debt — 1,002,074 — — — 1,002,074 Deferred revenue — 5,082 — — — 5,082 Commodity derivative liabilities — 10,117 — — — 10,117 Asset retirement obligations — — 19,774 — — 19,774 Liability under tax receivable agreement 56,114 — — — — 56,114 Other liabilities — 83 810 — — 893 Deferred tax liabilities 10,061 1,227 — — — 11,288 Total liabilities 66,175 1,080,853 1,698,936 3,139 (1,555,939) 1,293,164 Mezzanine equity Series A preferred stock, $0.001 par value; 1,839,995 shares issued and outstanding at March 31, 2018 89,667 — — — — 89,667 Stockholders’/ members' equity (deficit) Members' equity — 410,449 24,969 (2,615) (432,803) — Class A common stock, $0.001 par value; 92,052,897 shares issued and 92,030,295 shares outstanding at March 31, 2018 92 — — — — 92 Class B common stock, $0.001 par value; 9,627,821 shares issued and outstanding at March 31, 2018 10 — — — — 10 Treasury stock, at cost: 22,602 shares at March 31, 2018 (358) — — — — (358) Additional paid-in-capital 609,421 — — — — 609,421 Retained earnings (deficit) (163,603) — — — — (163,603) Stockholders' equity (deficit) 445,562 410,449 24,969 (2,615) (432,803) 445,562 Non-controlling interest — — — — 112,790 112,790 Total stockholders’ equity 445,562 410,449 24,969 (2,615) (320,013) 558,352 Total liabilities and stockholders’ equity $ 601,404 $ 1,491,302 $ 1,723,905 $ 524 $ (1,875,952) $ 1,941,183 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; 1,840,000 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 Statement of Operations (Unaudited) Three Months Ended March 31, 2018 Guarantor Non-Guarantor (in thousands of dollars) JEI (Parent) Issuers Subsidiaries Subsidiaries Eliminations Consolidated Operating revenues Oil and gas sales $ — $ — $ 58,138 $ — $ — $ 58,138 Other revenues — 374 (1,023) — — (649) Total operating revenues — 374 57,115 — — 57,489 Operating costs and expenses Lease operating — — 10,229 — — 10,229 Production and ad valorem taxes — — 2,751 — — 2,751 Transportation and processing costs — — 706 — — 706 Exploration — — 3,299 — — 3,299 Depletion, depreciation and amortization — — 41,418 23 — 41,441 Accretion of ARO liability — — 251 — — 251 General and administrative — 3,207 4,309 54 — 7,570 Total operating expenses — 3,207 62,963 77 — 66,247 Operating income (loss) — (2,833) (5,848) (77) — (8,758) Other income (expense) Interest expense — (21,619) (243) — — (21,862) Net gain (loss) on commodity derivatives — (9,022) — — — (9,022) Other income (expense) 3,482 (25) 4,273 — — 7,730 Other income (expense), net 3,482 (30,666) 4,030 — — (23,154) Income (loss) before income tax 3,482 (33,499) (1,818) (77) — (31,912) Equity interest in income (loss) (31,634) (3,760) — — 35,394 — Income tax provision (benefit) (2,791) (201) — — — (2,992) Net income (loss) (25,361) (37,058) (1,818) (77) 35,394 (28,920) Net income (loss) attributable to non-controlling interests — — — — (3,559) (3,559) Net income (loss) attributable to controlling interests $ (25,361) $ (37,058) $ (1,818) $ (77) $ 38,953 $ (25,361) Dividends and accretion on preferred stock (1,968) — — — — (1,968) Net income (loss) attributable to common shareholders $ (27,329) $ (37,058) $ (1,818) $ (77) $ 38,953 $ (27,329) Jones Energy, Inc. Condensed Consolidating Statement of Operations (Unaudited) 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 (loss) (2,055) (2,107) — — 4,162 — Income tax provision (benefit) — 21 — — — 21 Net income (loss) (1,387) 4,819 (11,042) (67) 4,162 (3,515) Net income (loss) attributable to non-controlling interests — — — — (2,128) (2,128) Net income (loss) attributable to controlling interests $ (1,387) $ 4,819 $ (11,042) $ (67) $ 6,290 $ (1,387) Dividends and accretion on preferred stock (2,027) — — — — (2,027) Net income (loss) attributable to common shareholders $ (3,414) $ 4,819 $ (11,042) $ (67) $ 6,290 $ (3,414) Jones Energy, Inc. Condensed Consolidating Statement of Cash Flows (Unaudited) Three Months Ended March 31, 2018 Non- Guarantor Guarantor (in thousands of dollars) JEI (Parent) Issuers Subsidiaries Subsidiaries Eliminations Consolidated Cash flows from operating activities Net income (loss) $ (25,361) $ (37,058) $ (1,818) $ (77) $ 35,394 $ (28,920) Adjustments to reconcile net income (loss) to net cash provided by operating activities 23,710 7,698 72,413 77 (35,394) 68,504 Net cash (used in) / provided by operations (1,651) (29,360) 70,595 — — 39,584 Cash flows from investing activities Additions to oil and gas properties — — (70,202) — — (70,202) Proceeds from sales of assets — — 7,703 — — 7,703 Acquisition of other property, plant and equipment — — (31) — — (31) Current period settlements of matured derivative contracts — (10,262) — — — (10,262) Net cash (used in) / provided by investing — (10,262) (62,530) — — (72,792) Cash flows from financing activities Proceeds from issuance of long-term debt — 20,000 — — — 20,000 Repayment of long-term debt — (206,000) — — — (206,000) Proceeds from senior notes — 438,867 — — — 438,867 Payment of debt issuance costs — (7,979) — — — (7,979) Net payments for share based compensation — (66) — — — (66) Net cash (used in) / provided by financing — 244,822 — — — 244,822 Net increase (decrease) in cash and cash equivalents (1,651) 205,200 8,065 — — 211,614 Cash and cash equivalents Beginning of period 5,248 1,180 13,024 20 — 19,472 End of period $ 3,597 $ 206,380 $ 21,089 $ 20 $ — $ 231,086 Jones Energy, Inc. Condensed Consolidating Statement of Cash Flows (Unaudited) Three Months Ended March 31, 2017 Non- Guarantor Guarantor (in thousands of dollars) JEI (Parent) Issuers Subsidiaries Subsidiaries Eliminations Consolidated Cash flows from operating activities Net income (loss) $ (1,387) $ 4,819 $ (11,042) $ (67) $ 4,162 $ (3,515) Adjustments to reconcile net income (loss) to net cash provided by operating activities (23,060) (9,741) 53,994 67 (4,162) 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 under 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 |