EX-99.1 3 a15-3541_1ex99d1.htm EX-99.1

Exhibit 99.1

 

Report of Independent Registered Public Accounting Firm

 

To the Board of Directors and Stockholders of Jones Energy, Inc.:

 

In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of operations, changes in stockholders’ / members’ equity, and cash flows present fairly, in all material respects, the financial position of Jones Energy, Inc. and its subsidiaries at December 31, 2013 and 2012, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2013 in conformity with accounting principles generally accepted in the United States of America.  These financial statements are the responsibility of the Company’s management.  Our responsibility is to express an opinion on these financial statements based on our audits.  We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.

 

 

/s/ PricewaterhouseCoopers LLP

 

Houston, Texas

March 14, 2014, except with respect to our opinion on the consolidated financial statements insofar as it relates to the condensed consolidated financial information discussed in Note 13, as to which the date is February 5, 2015

 

F-1



 

Jones Energy, Inc

 

Consolidated Balance Sheets

 

December 31, 2013 and 2012

 

(in thousands of dollars)

 

December 31,
2013

 

December 31,
2012

 

Assets

 

 

 

 

 

Current assets

 

 

 

 

 

Cash

 

$

23,820

 

$

23,726

 

Restricted Cash

 

45

 

 

Accounts receivable, net

 

 

 

 

 

Oil and gas sales

 

51,233

 

29,684

 

Joint interest owners

 

42,481

 

21,876

 

Other

 

1,459

 

4,590

 

Commodity derivative assets

 

8,837

 

17,648

 

Other current assets

 

2,392

 

1,088

 

Deferred tax assets

 

12

 

 

Total current assets

 

130,279

 

98,612

 

Oil and gas properties, net, at cost under the successful efforts method

 

1,312,551

 

1,007,344

 

Other property, plant and equipment, net

 

3,444

 

3,398

 

Commodity derivative assets

 

25,398

 

25,199

 

Other assets

 

15,006

 

16,133

 

Deferred tax assets

 

1,301

 

 

Total assets

 

$

1,487,979

 

$

1,150,686

 

Liabilities and Stockholders’ / Members’ Equity

 

 

 

 

 

Current liabilities

 

 

 

 

 

Trade accounts payable

 

$

89,430

 

$

38,036

 

Oil and gas sales payable

 

66,179

 

45,860

 

Accrued liabilities

 

10,805

 

5,255

 

Commodity derivative liabilities

 

10,664

 

4,035

 

Deferred tax liabilities

 

 

61

 

Asset retirement obligations

 

2,590

 

174

 

Total current liabilities

 

179,668

 

93,421

 

Long-term debt

 

658,000

 

610,000

 

Deferred revenue

 

14,531

 

 

Commodity derivative liabilities

 

190

 

7,657

 

Asset retirement obligations

 

8,373

 

9,332

 

Deferred tax liabilities

 

3,093

 

1,876

 

Total liabilities

 

863,855

 

722,286

 

Commitments and contingencies (Note 10)

 

 

 

 

 

Stockholders’ / members’ equity

 

 

 

 

 

Members’ equity

 

 

428,400

 

Class A common stock, $0.001 par value; 12,526,580 shares issued and outstanding

 

13

 

 

Class B common stock, $0.001 par value; 36,836,333 shares issued and outstanding

 

37

 

 

Additional paid-in-capital

 

173,169

 

 

Retained earnings (deficit)

 

(2,186

)

 

Stockholders’ / members’ equity

 

171,033

 

428,400

 

Non-controlling interest

 

453,091

 

 

Total stockholders’ / members’ equity

 

624,124

 

428,400

 

Total liabilities and stockholders’ / members’ equity

 

$

1,487,979

 

$

1,150,686

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-2



 

Jones Energy, Inc.

 

Consolidated Statements of Operations

 

Years Ended December 31, 2013, 2012 and 2011

 

 

 

Year Ended December 31,

 

(in thousands except per share data)

 

2013

 

2012

 

2011

 

Operating revenues

 

 

 

 

 

 

 

Oil and gas sales

 

$

258,063

 

$

148,967

 

$

167,261

 

Other revenues

 

1,106

 

847

 

1,022

 

Total operating revenues

 

259,169

 

149,814

 

168,283

 

Operating costs and expenses

 

 

 

 

 

 

 

Lease operating

 

27,781

 

23,097

 

21,548

 

Production taxes

 

12,865

 

5,583

 

5,333

 

Exploration

 

1,710

 

356

 

780

 

Depletion, depreciation and amortization

 

114,136

 

80,709

 

68,906

 

Impairment of oil and gas properties

 

14,415

 

18,821

 

31,970

 

Accretion of discount

 

608

 

533

 

413

 

General and administrative (including non-cash compensation expense)

 

31,902

 

15,875

 

16,679

 

Total operating expenses

 

203,417

 

144,974

 

145,629

 

Operating income

 

55,752

 

4,840

 

22,654

 

Other income (expense)

 

 

 

 

 

 

 

Interest expense

 

(30,774

)

(25,292

)

(21,994

)

Net gain (loss) on commodity derivatives

 

(2,566

)

16,684

 

34,490

 

Gain on bargain purchase

 

 

 

26,208

 

Gain (loss) on sales of assets

 

(78

)

1,162

 

(859

)

Other income (expense), net

 

(33,418

)

(7,446

)

37,845

 

Income (loss) before income tax

 

22,334

 

(2,606

)

60,499

 

Income tax provision

 

 

 

 

 

 

 

Current

 

85

 

 

 

Deferred

 

(156

)

473

 

173

 

Total income tax provision

 

(71

)

473

 

173

 

Net income (loss)

 

22,405

 

(3,079

)

60,326

 

Net income attributable to non-controlling interests

 

24,591

 

 

 

Net income (loss) attributable to controlling interests

 

$

(2,186

)

$

(3,079

)

$

60,326

 

Earnings per share:

 

 

 

 

 

 

 

Basic and diluted

 

$

(0.17

)

 

 

 

 

Weighted average shares outstanding:

 

 

 

 

 

 

 

Basic and diluted

 

12,500

 

 

 

 

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-3



 

Jones Energy, Inc.

 

Statement of Changes in Stockholders’ / Members’ Equity

 

Years Ended December 31, 2013, 2012 and 2011

 

 

 

Common Stock

 

 

 

Additional

 

 

 

 

 

Total

 

 

 

Class A

 

Class B

 

Members’

 

Paid-in-

 

Retained

 

Non-controlling

 

Stockholders’ /

 

(amounts in thousands)

 

Shares

 

Value

 

Shares

 

Value

 

Equity

 

Capital

 

Deficit

 

Interest

 

Members’ Equity

 

Balance at December 31, 2010

 

 

$

 

 

$

 

$

284,449

 

$

 

$

 

$

 

$

284,449

 

Stock-compensation expense

 

 

 

 

 

1,134

 

 

 

 

1,134

 

Net income

 

 

 

 

 

60,326

 

 

 

 

60,326

 

Balance at December 31, 2011

 

 

 

 

 

345,909

 

 

 

 

345,909

 

Issuance of Class C preferred units

 

 

 

 

 

85,000

 

 

 

 

85,000

 

Stock-compensation expense

 

 

 

 

 

570

 

 

 

 

570

 

Net income (loss)

 

 

 

 

 

(3,079

)

 

 

 

 

 

 

(3,079

)

Balance at December 31, 2012

 

 

 

 

 

428,400

 

 

 

 

428,400

 

Issuance of common stock

 

12,500

 

13

 

36,836

 

37

 

 

 

 

 

50

 

Proceeds from the sale of common stock

 

 

 

 

 

 

172,431

 

 

 

172,431

 

Reclassification of members’ contributions

 

 

 

 

 

(464,037

)

 

 

464,037

 

 

Stock-compensation expense

 

 

 

 

 

10,100

 

738

 

 

 

10,838

 

Distribution to members

 

 

 

 

 

(10,000

)

 

 

 

(10,000

)

Net income

 

 

 

 

 

35,537

 

 

(2,186

)

(10,946

)

22,405

 

Balance at December 31, 2013

 

12,500

 

$

13

 

36,836

 

$

37

 

$

 

$

173,169

 

$

(2,186

)

$

453,091

 

$

624,124

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-4



 

Jones Energy, Inc.

 

Consolidated Statements of Cash Flows

 

Years Ended December 31, 2013, 2012 and 2011

 

 

 

Year Ended December 31,

 

(in thousands of dollars)

 

2013

 

2012

 

2011

 

Cash flows from operating activities

 

 

 

 

 

 

 

Net income (loss)

 

$

22,405

 

$

(3,079

)

$

60,326

 

Adjustments to reconcile net income (loss) to net cash provided by operating activities

 

 

 

 

 

 

 

Exploration expense

 

 

 

478

 

Depletion, depreciation, and amortization

 

114,136

 

80,709

 

68,906

 

Impairment of oil and gas properties

 

14,415

 

18,821

 

31,970

 

Accretion of discount

 

608

 

533

 

413

 

Amortization of debt issuance costs

 

2,677

 

3,544

 

2,940

 

Stock compensation expense

 

10,838

 

570

 

1,134

 

Other non-cash compensation expense (Note 9)

 

2,719

 

 

 

Amortization of deferred revenue

 

(469

)

 

 

Gain on commodity derivatives

 

2,566

 

(16,684

)

(34,490

)

Gain on bargain purchase price

 

 

 

(26,208

)

(Gain) loss on sales of assets

 

78

 

(1,162

)

859

 

Deferred income tax provision

 

(156

)

473

 

173

 

Other—net

 

79

 

129

 

(59

)

Changes in assets and liabilities

 

 

 

 

 

 

 

Accounts receivable

 

(41,481

)

11,568

 

(32,593

)

Other assets

 

163

 

1,873

 

(3,360

)

Accounts payable and accrued liabilities

 

35,318

 

(12,745

)

49,728

 

Net cash provided by operations

 

163,896

 

84,550

 

120,217

 

Cash flows from investing activities

 

 

 

 

 

 

 

Additions to oil and gas properties

 

(197,618

)

(125,493

)

(157,046

)

Acquisition of properties

 

(193,496

)

(249,007

)

(168,480

)

Proceeds from sales of assets

 

1,607

 

9,158

 

6,747

 

Acquisition of other property, plant and equipment

 

(1,634

)

(969

)

(1,735

)

Current period settlements of matured derivative contracts

 

7,586

 

28,675

 

1,551

 

Change in restricted cash

 

(45

)

 

 

Net cash used in investing

 

(383,600

)

(337,636

)

(318,963

)

Cash flows from financing activities

 

 

 

 

 

 

 

Proceeds from issuance of long-term debt

 

220,000

 

233,243

 

316,500

 

Repayment under long-term debt

 

(172,000

)

(38,243

)

(126,500

)

Payment of debt issuance costs

 

(683

)

(9,324

)

(3,678

)

Issuance of preferred units

 

 

85,000

 

 

Proceeds from sale of common stock, net of expenses of $15.1 million

 

172,481

 

 

 

Net cash provided by financing

 

219,798

 

270,676

 

186,322

 

Net increase (decrease) in cash

 

94

 

17,590

 

(12,424

)

Cash

 

 

 

 

 

 

 

Beginning of period

 

23,726

 

6,136

 

18,560

 

End of period

 

$

23,820

 

$

23,726

 

$

6,136

 

Supplemental disclosure of cash flow information

 

 

 

 

 

 

 

Cash paid for interest

 

$

25,414

 

$

20,759

 

$

18,151

 

Change in accrued additions to oil and gas properties

 

41,945

 

3,355

 

26,774

 

Noncash acquisition of oil and gas properties

 

 

2,918

 

 

Current additions to ARO

 

1,516

 

662

 

4,077

 

Noncash distributions to members (Note 9)

 

10,000

 

 

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-5



 

Jones Energy, Inc.

 

Notes to Consolidated Financial Statements

 

1. Organization and Description of Business

 

Organization

 

Jones Energy, Inc. (the “Company”) was formed in March 2013 as a Delaware corporation to become a publicly-traded entity and the holding company of Jones Energy Holdings, LLC (“JEH”). As the sole managing member of JEH, Jones Energy, Inc. is responsible for all operational, management and administrative decisions relating to JEH’s business and consolidates the financial results of JEH and its subsidiaries.

 

JEH was formed as a Delaware limited liability company on December 16, 2009 through investments made by the Jones family and through private equity funds managed by Metalmark Capital and Wells Fargo Energy Capital. JEH acts as a holding company of operating subsidiaries that own and operate assets that are used in the exploration, development, production and acquisition of oil and natural gas properties.

 

Pursuant to the terms of a corporate reorganization that was completed in connection with the closing of Jones Energy, Inc.’s initial public offering (“IPO”) on July 29, 2013, the pre-IPO owners of JEH converted their existing membership interests in JEH into JEH Units and amended the existing LLC agreement to, among other things, modify its equity capital to consist solely of JEH Units and to admit Jones Energy, Inc. as the sole managing member of JEH. Jones Energy, Inc.’s certificate of incorporation authorizes two classes of common stock, Class A common stock and Class B common stock. Only Class A common stock was offered to investors pursuant to the IPO. The Class B common stock is held by the pre-IPO owners of JEH and can be exchanged (together with a corresponding number of JEH Units) 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. The Class B common stock has no economic rights but entitles its holder to one vote on all matters to be voted on by the Company’s stockholders generally. As a result of the IPO, the pre-IPO owners retained 74.7% of the total economic interest in JEH, but with no voting rights or management power over JEH, resulting in the Company reporting this ownership interest as a non-controlling interest. Prior to the IPO, JEH owned the controlling interest in the Company; hence all of the net income (loss) earned prior to the IPO date is reflected in the net income (loss) attributable to non-controlling interests on the Consolidated Statement of Operations for the year ended December 31, 2013.

 

Description of Business

 

The Company is engaged in the acquisition, exploration, and production of oil and natural gas properties in the mid-continent United States. The Company’s assets are located within two distinct basins in the Texas Panhandle and Oklahoma, the Anadarko Basin and the Arkoma Basin, and are owned by JEH and its operating subsidiaries. The Company is headquartered in Austin, Texas.

 

Revision of Previously Issued Financial Statements

 

We identified an error in our previously issued financial statements which would have been material to our fourth quarter of 2013 if recorded as an out of period adjustment in such period. Therefore we have revised our Consolidated Statement of Operations for the years ended December 31, 2012 and 2011 to record $0.6 million and $0.8 million, respectively of additional interest expense on obligations that are unrelated to our credit agreements discussed in Note 6. As a result, net income decreased for the years ended December 31, 2012 and 2011 by $0.6 million and $0.8 million,

 

F-6



 

Jones Energy, Inc.

 

Notes to Consolidated Financial Statements (Continued)

 

1. Organization and Description of Business (Continued)

 

respectively. The balance sheet impacts of the revision are increases in accrued liabilities and decreases in members’ equity of $0.6 million and $1.4 million at December 31, 2011 and 2012, respectively. These revisions had no impact on our net cash provided by operations in our Consolidated Statement of Cash Flows. We have determined that these errors are not material to our consolidated financial statements for the years ended December 31, 2012 and 2011.

 

2. Significant Accounting Policies

 

Basis of Presentation

 

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). All significant intercompany transactions and balances have been eliminated in consolidation. The financial statements reported for December 31, 2013, 2012 and 2011, and the years then ended include the Company and all of its subsidiaries.

 

Segment Information

 

The Company operates in one industry segment, which is the exploration, development and production of oil and natural gas, and all of its operations are conducted in one geographic area of the United States.

 

Use of Estimates

 

In preparing the accompanying financial statements, management has made certain estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent liabilities, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from these estimates. Changes in estimates are recorded prospectively.

 

Significant assumptions are required in the valuation of proved oil and natural gas reserves, which affect the Company’s estimates of depletion expense, impairment, and the allocation of value in our business combinations. Significant assumptions are also required in the Company’s estimates of the net gain or loss on commodity derivative assets and liabilities, fair value associated with business combinations, and asset retirement obligations (“ARO”).

 

Financial Instruments

 

Cash, accounts receivable and accounts payable are recorded at cost. The fair value of accounts receivable and accounts payable are not materially different from their carrying amounts because of the short-term nature of these instruments. The carrying values of outstanding balances under the Company’s credit agreements represent fair value because the agreements have variable interest rates, which are reflective of the Company’s credit risk. Derivative instruments are recorded at fair value, as discussed below.

 

Cash

 

Cash and cash equivalents include highly liquid investments with a maturity of three months or less. At times, the amount of cash on deposit in financial institutions exceeds federally insured limits.

 

F-7



 

Jones Energy, Inc.

 

Notes to Consolidated Financial Statements (Continued)

 

2. Significant Accounting Policies (Continued)

 

Management monitors the soundness of the financial institutions and believes the Company’s risk is negligible.

 

Accounts Receivable

 

Accounts receivable—Oil and gas sales consist of uncollateralized accrued revenues due under normal trade terms, generally requiring payment within 30 to 60 days of production. Accounts receivable—Joint interest owners consist of uncollateralized joint interest owner obligations due within 30 days of the invoice date. Accounts receivable—Other consist primarily of severance tax refunds due from state agencies. No interest is charged on past-due balances. The Company routinely assesses the recoverability of all material trade, joint interest and other receivables to determine their collectability, and reduces the carrying amounts by a valuation allowance that reflects management’s best estimate of the amounts that may not be collected. As of December 31, 2013 and 2012, the Company did not have significant allowances for doubtful accounts.

 

Concentration of Risk

 

Substantially all of the Company’s accounts receivable are related to the oil and gas industry. This concentration of entities may affect the Company’s overall credit risk in that these entities may be affected similarly by changes in economic and other conditions. As of December 31, 2013, 79% of Accounts receivable—Oil and gas sales are due from 8 purchasers and 77% of Accounts receivable—Joint interest owners are due from 5 working interest owners. As of December 31, 2012, 92% of Accounts receivable—Oil and gas sales were due from 8 purchasers, and 72% of 2012 Accounts receivable—Joint interest owners were due from 5 working interest owners. If any or all of these significant counterparties were to fail to pay amounts due to the Company, the Company’s financial position and results of operations could be materially and adversely affected.

 

Dependence on Major Customers

 

The Company maintains a portfolio of crude oil and natural gas marketing contracts with large, established refiners and oil and gas purchasers. During the year ended December 31, 2013, the largest purchasers were PVR Midstream, Unimark LLC, Mercuria, Valero, and Plains Marketing, which accounted for approximately 15%, 13%, 13%, 13% and 6% of consolidated oil and gas sales, respectively. During the year ended December 31, 2012, the largest purchasers were Unimark LLC, Mercuria, PVR Midstream, and Plains Marketing, which accounted for approximately 24%, 18%, 18% and 15% of consolidated oil and gas sales, respectively. During the year ended December 31, 2011, the largest purchasers were Plains Marketing, PVR Midstream, Unimark LLC, and Valero Marketing, which accounted for approximately 27%, 22%, 13% and 9% of consolidated oil and gas sales, respectively.

 

Management believes that there are alternative purchasers and that it may be necessary to establish relationships with such new purchasers. However, there can be no assurance that the Company can establish such relationships and that those relationships will result in an increased number of purchasers. Although the Company is exposed to a concentration of credit risk, management believes that all of the Company’s purchasers are credit worthy.

 

F-8



 

Jones Energy, Inc.

 

Notes to Consolidated Financial Statements (Continued)

 

2. Significant Accounting Policies (Continued)

 

Dependence on Suppliers

 

The Company’s industry is cyclical, and from time to time, there is a shortage of drilling rigs, equipment, services, supplies and qualified personnel. During these periods, the costs and delivery times of rigs, equipment, services and supplies are substantially greater. If the unavailability or high cost of drilling rigs, equipment, services, supplies or qualified personnel were particularly severe in its areas of operation, the Company could be materially and adversely affected. Management believes that there are potential alternative providers of drilling and completion services and that it may become necessary to establish relationships with new contractors. However, there can be no assurance that the Company can establish such relationships and that those relationships will result in increased availability of drilling rigs or other services, or that they could be obtained on the same terms.

 

Oil and Gas Properties

 

The Company accounts for its oil and natural gas exploration and production activities under the successful efforts method of accounting. Oil and gas properties consisted of the following at December 31, 2013 and 2012:

 

(in thousands of dollars)

 

2013

 

2012

 

Mineral interests in properties

 

 

 

 

 

Unproved

 

$

114,457

 

$

137,254

 

Proved

 

958,816

 

737,558

 

Wells and equipment and related facilities

 

609,748

 

389,727

 

 

 

1,683,021

 

1,264,539

 

Less: Accumulated depletion and impairment

 

(370,470

)

(257,195

)

Net oil and gas properties

 

$

1,312,551

 

$

1,007,344

 

 

Costs to acquire mineral interests in oil and natural gas properties are capitalized. Costs to drill and equip development wells and the related asset retirement costs are capitalized. The costs to drill and equip exploratory wells are capitalized pending determination of whether the Company has discovered proved commercial reserves. If proved commercial reserves are not discovered, such drilling costs are charged to expense. In some circumstances, it may be uncertain whether proved commercial reserves have been found when drilling has been completed. Such exploratory well drilling costs may continue to be capitalized if the anticipated reserve quantity is sufficient to justify its completion as a producing well and sufficient progress in assessing the reserves and the economic and operating viability of the project is being made. In 2013, we had no material capitalized costs associated with exploratory wells. As of December 31, 2012, there were no costs capitalized in connection with exploratory wells in progress.

 

The Company capitalizes interest on expenditures for significant exploration and development projects that last more than six months while activities are in progress to bring the assets to their intended use. The Company did not capitalize any interest in 2013 as no projects lasted more than six months. During the year ended December 31, 2012, the Company capitalized $0.1 million in interest. Costs incurred to maintain wells and related equipment are charged to expense as incurred.

 

F-9



 

Jones Energy, Inc.

 

Notes to Consolidated Financial Statements (Continued)

 

2. Significant Accounting Policies (Continued)

 

On the sale or retirement of a proved field, the cost and related accumulated depletion, depreciation and amortization are eliminated from the field accounts, and the resultant gain or loss is recognized.

 

Capitalized amounts attributable to proved oil and gas properties are depleted by the unit-of-production method over proved reserves, using the unit conversion ratio of six thousand cubic feet of gas to one barrel of oil equivalent. Depletion of the costs of wells and related equipment and facilities, including capitalized asset retirement costs, net of salvage values, is computed using proved developed reserves. The reserve base used to calculate depreciation, depletion, and amortization for leasehold acquisition costs and the cost to acquire proved properties is the sum of proved developed reserves and proved undeveloped reserves. Depletion of oil and gas properties amounted to $113.3 million, $79.9 million and $68.2 million for the years ended December 31, 2013, 2012 and 2011, respectively.

 

The Company reviews its proved oil and natural gas properties, including related wells and equipment, for impairment by comparing expected undiscounted future cash flows at a producing field level to the net capitalized cost of the asset. If the future undiscounted cash flows, based on the Company’s estimate of future commodity prices, operating costs, and production, are lower than the net capitalized cost, the capitalized cost is reduced to fair value. Fair value is calculated by discounting the future cash flows at an appropriate risk-adjusted discount rate. Due to the significant assumptions associated with the inputs and calculations described, the fair value of oil and gas properties used in estimating impairment represents a nonrecurring Level 3 measurement. The Company incurred impairment charges of $18.8 million and $19.8 million related to its proved oil and natural gas properties and equipment in 2012 and 2011, respectively. No impairments of proved properties were recorded in 2013.

 

The Company evaluates its unproved properties for impairment on a property-by-property basis. The Company’s unproved property consists of acquisition costs related to its undeveloped acreage. The Company reviews the unproved property for indicators of impairment based on the Company’s current exploration plans with consideration given to results of any drilling and seismic activity during the period and known information regarding exploration activity by other companies on adjacent blocks. In the fourth quarter of 2013, the Company recorded an impairment charge of $14.4 million related to its unproved Southridge properties. As the Company did not drill the required number of wells by October 31, 2013 necessary to keep its joint development agreement with Southridge in effect, the Company lost its right to the undeveloped acreage. The Company incurred no impairment charges related to its unproved properties in 2012. In 2011, the Company incurred a $12.2 million impairment charge related to its unproven properties in fields which were not expected to produce natural gas with a sufficiently high liquid content reducing the economic return of those fields. These charges represent nonrecurring Level 3 measurements. Impairment of oil and gas properties charges are recorded on the Consolidated Statement of Operations.

 

On the sale of an entire interest in an unproved property, gain or loss on the sale is recognized, taking into consideration the amount of any recorded impairment if the property had been assessed individually. If a partial interest in an unproved property is sold, the amount received is treated as a reduction of the cost of the interest retained.

 

F-10



 

Jones Energy, Inc.

 

Notes to Consolidated Financial Statements (Continued)

 

2. Significant Accounting Policies (Continued)

 

Other Property, Plant and Equipment

 

Other property, plant and equipment consisted of the following at December 31, 2013 and 2012:

 

(in thousands of dollars)

 

2013

 

2012

 

Leasehold improvements

 

$

1,060

 

$

983

 

Furniture, fixtures, computers and software

 

2,491

 

2,204

 

Vehicles

 

835

 

719

 

Aircraft

 

910

 

1,295

 

Other

 

134

 

134

 

 

 

5,430

 

5,335

 

Less: Accumulated depreciation and amortization

 

(1,986

)

(1,937

)

Net other property, plant and equipment

 

$

3,444

 

$

3,398

 

 

Other property, plant and equipment is depreciated on a straight-line basis over the estimated useful lives of the property, plant and equipment, which range from three years to ten years. Depreciation and amortization of other property, plant and equipment amounted to $0.8 million, $0.8 million and $0.7 million during the years ended December 31, 2013, 2012 and 2011, respectively.

 

Oil and Gas Sales Payable

 

Oil and gas sales payable represents amounts collected from purchasers for oil and gas sales, which are due to other revenue interest owners. Generally, the Company is required to remit amounts due under these liabilities within 60 days of receipt.

 

Commodity Derivatives

 

The Company records its commodity derivative instruments on the Consolidated Balance Sheet as either an asset or liability measured at its fair value. Changes in the derivative’s fair value are recognized currently in earnings, unless specific hedge accounting criteria are met. During the years ended December 31, 2013, 2012 and 2011, the Company elected not to designate any of its commodity price risk management activities as cash flow or fair value hedges. The changes in the fair values of outstanding financial instruments are recognized as gains or losses in the period of change.

 

Although Jones does not designate its commodity derivative instruments as cash-flow hedges, management uses those instruments to reduce the Company’s exposure to fluctuations in commodity prices related to its natural gas and oil production. Net gains and losses, at fair value, are included on the Consolidated Balance Sheet as current or noncurrent assets or liabilities based on the anticipated timing of cash settlements under the related contracts. Changes in the fair value of commodity derivative contracts are recorded in earnings as they occur and are included in other income (expense) on the Consolidated Statement of Operations. See Note 4, “Fair Value Measurement,” for disclosure about the fair values of commodity derivative instruments.

 

Asset Retirement Obligations

 

The Company’s asset retirement obligations consist of future plugging and abandonment expenses on oil and natural gas properties. The Company estimates an ARO for each well in the period in which

 

F-11



 

Jones Energy, Inc.

 

Notes to Consolidated Financial Statements (Continued)

 

2. Significant Accounting Policies (Continued)

 

it is incurred based on estimated present value of plugging and abandonment costs, increased by an inflation factor to the estimated date that the well would be plugged. The resulting liability is recorded by increasing the carrying amount of the related long- lived asset. The liability is then accreted to its then-present value each period and the capitalized cost is depleted over the useful life of the related asset. If the liability is settled for an amount other than the recorded amount, a gain or loss is recognized. The ARO is classified as current or noncurrent based on the expect timing of payments. A summary of the Company’s ARO for the years ended December 31, 2013 and 2012 is as follows:

 

(in thousands of dollars)

 

2013

 

2012

 

ARO liability at beginning of year

 

$

9,506

 

$

9,563

 

Liabilities incurred(1)

 

1,515

 

662

 

Accretion of discount

 

608

 

596

 

Liabilities settled due to sale of related properties

 

(271

)

(927

)

Liabilities settled due to plugging and abandonment

 

(702

)

(388

)

Change in estimate

 

307

 

 

ARO liability at end of year

 

10,963

 

9,506

 

Less: Current portion of ARO at end of year

 

(2,590

)

(174

)

Total long-term ARO at end of year

 

$

8,373

 

$

9,332

 

 


(1)                                 Includes $824 related to wells acquired (see Note 3, “Acquisition of Properties”).

 

Revenue Recognition

 

Revenues from the sale of crude oil, natural gas, and natural gas liquids are recognized when the product is delivered at a fixed or determinable price, title has transferred, collectability is reasonably assured and evidenced by a contract. The Company follows the “sales method” of accounting for its oil and natural gas revenue, so it recognizes revenue on all crude oil, natural gas, and natural gas liquids sold to purchasers. A receivable or liability is recognized only to the extent that the Company has an imbalance on a specific property greater than the expected remaining proved reserves.

 

Production Costs

 

Production costs, including compressor rental, pumpers’ salaries, saltwater disposal, ad valorem taxes, insurance, repairs and maintenance, expensed workovers and other operating expenses are expensed as incurred and included in lease operating expense on the Consolidated Statement of Operations.

 

Exploration Expenses

 

Exploration expenses include dry hole costs, lease extensions, delay rentals and geological and geophysical costs.

 

Income Taxes

 

Following its IPO on July 29, 2013, the Company began recording a federal and state income tax liability associated with its status as a corporation. No provision for federal income taxes was recorded

 

F-12



 

Jones Energy, Inc.

 

Notes to Consolidated Financial Statements (Continued)

 

2. Significant Accounting Policies (Continued)

 

prior to the IPO because the taxable income or loss was includable in the income tax returns of the individual partners and members. The Company is also subject to state income taxes. The State of Texas includes in its tax system a franchise tax applicable to the Company and an accrual for franchise taxes is included in the financial statements when appropriate.

 

Income taxes are accounted for under the asset and liability method, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which differences are expected to be recovered or settled pursuant to the provisions of ASC 740—Income Taxes. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.

 

The Company records a valuation allowance if it is deemed more likely than not that all or a portion of its deferred income tax assets will not be realized. In addition, income tax rules and regulations are subject to interpretation and the application of those rules and regulations require judgment by the Company and may be challenged by the taxation authorities. The Company follows ASC 740-10-25, which requires the use of a two-step approach for recognizing and measuring tax benefits taken or expected to be taken in a tax return and disclosures regarding uncertainties in income tax positions. Only tax positions that meet the more likely than not recognition threshold are recognized. The Company’s policy is to include any interest and penalties recorded on uncertain tax positions as a component of income tax expense. The Company’s unrecognized tax benefits or related interest and penalties are immaterial.

 

Tax Receivable Agreement

 

In conjunction with the IPO, the Company entered into a Tax Receivable Agreement (“TRA”) with JEH and the pre-IPO owners. Upon any exchange of JEH—Units and Class B common stock of the Company held by JEH’s pre-IPO owners for Class A common stock of the Company, the TRA provides for the payment by the Company, directly to such exchanging owners, of 85% of the amount of cash savings in income or franchise taxes that the Company realizes as a result of (i) the tax basis increases resulting from the exchange of JEH Units for shares of Class A common stock (or resulting from a sale of JEH Units for cash) and (ii) imputed interest deemed to be paid by the Company as a result of, and additional tax basis arising from, any payments the Company makes under the TRA. The Company will retain the benefit of the remaining 15% of the cash savings. Liabilities under the TRA will be recognized upon the exchange of shares. As of December 31, 2013, there have been no exchanges and no liability is recorded on the Consolidated Balance Sheet.

 

Comprehensive Income

 

The Company has no elements of comprehensive income other than net income.

 

Statement of Cash Flows

 

The Company presents its cash flows using the indirect method.

 

F-13



 

Jones Energy, Inc.

 

Notes to Consolidated Financial Statements (Continued)

 

2. Significant Accounting Policies (Continued)

 

Related Party Transactions

 

In the years ended December 31, 2013, 2012 and 2011, the Company paid an annual administration fee to Metalmark of $0.7 million. This amount was charged to expense. As a result of the IPO, this fee is no longer payable to Metalmark.

 

On May 7, 2013, the Company entered into a natural gas sale and purchase agreement with Monarch Natural Gas, LLC, or Monarch, under which Monarch has the first right to gather the natural gas the Company produces from the Chalker properties, process the NGLs from this natural gas production and market the processed natural gas and extracted NGLs. Under the Monarch agreement, the Company is paid a specified percentage of the value of the NGLs extracted and sold by Monarch, based on a set liquids recovery percentage, and the amount received from the sale of the residue gas, after deducting a fixed volume for fuel, lost and unaccounted for gas. For the year ended December 31, 2013, the Company produced approximately 0.8 MMBoe of natural gas and NGLs from the Chalker properties that became subject to the Monarch agreement. The initial term of the agreement runs for 10 years from the effective date of September 1, 2013. At the time the Company entered into the agreement, Metalmark Capital owned approximately 81% of the outstanding equity interests of Monarch. In addition, Metalmark Capital beneficially owns in excess of five percent of the Company’s outstanding equity interests and two of our directors, Howard I. Hoffen and Gregory D. Myers, are managing directors of Metalmark Capital. In connection with the Company’s entering into the Monarch agreement, Monarch issued to JEH equity interests in Monarch having a deemed value of $15 million. JEH assigned $2.4 million of the Monarch equity interests to Jonny Jones, the Company’s chief executive officer and chairman of the board, and reserved $2.6 million of the Monarch equity interests to a benefit plan established for certain of the Company’s officers, including Mike McConnell, Robert Brooks and Eric Niccum. The remaining $10 million of Monarch equity was distributed to certain of the pre-IPO owners, which include Metalmark Capital, Wells Fargo, the Jones family entities, and certain of the Company’s officers and directors, including Jonny Jones, Mike McConnell, Robert Brooks and Eric Niccum.

 

Stock Compensation

 

JEH implemented a management incentive plan effective January 1, 2010, that provided membership-interest awards in JEH to members of senior management (“management units”). The management unit grants awarded prior to the initial filing of the registration statement in March 2013 had a dual vesting schedule. Sixty percent of the units awarded vested in five equal annual installments, with the remaining 40% vesting upon a company restructuring event, including the IPO. All grants awarded after the initial registration statement have a single vesting structure of five equal annual installments and were valued at the IPO price, adjusted for equivalent shares. Both the vested and unvested management units were converted into JEH Units and shares of Class B common stock at the IPO date. At December 31, 2013, there were 457,150 unvested JEH Units and shares of Class B common stock that will become convertible into a like number of shares of Class A common stock upon vesting.

 

Under the Jones Energy, Inc. 2013 Omnibus Incentive Plan, established in conjunction with the Company’s IPO, the Company reserved 3,850,000 shares of Class A common stock for director and employee stock-based compensation awards. As of December 31, 2013 no such awards had been issued or granted to any of the Company’s employees.

 

F-14



 

Jones Energy, Inc.

 

Notes to Consolidated Financial Statements (Continued)

 

2. Significant Accounting Policies (Continued)

 

On September 4, 2013, the Company granted each of the four outside members of the Board of Directors 6,645 shares of restricted Class A common stock under the Jones Energy, Inc. 2013 Omnibus Incentive Plan. The fair value of the restricted stock grants was based on the value of the Company’s Class A common stock on the date of grant and is expensed on a straight-line basis over the one-year vesting period.

 

Refer to Note 7, “Stock-based Compensation,” for additional information regarding the management units and restricted stock awards.

 

Business Combinations

 

For acquisitions of working interests that are accounted for as business combinations, the results of operations are included in the Consolidated Statement of Operations from the date of acquisition. Purchase prices are allocated to assets acquired based on their estimated fair values at the time of acquisition. Fair value is the price that would be received to sell an asset or would be paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the assumptions of market participants and not those of the reporting entity. Therefore, entity-specific intentions do not impact the measurement of fair value. The fair value of oil and natural gas properties is determined using a risk-adjusted after-tax discounted cash flow analysis based upon significant inputs including: 1) oil and gas prices, 2) projections of estimated quantities of oil and natural gas reserves, including those classified as proved, probable and possible, 3) projections of future rates of production, 4) timing and amount of future development and operating costs, 5) projected reserve recovery factors, and 6) weighted average cost of capital.

 

Recent Accounting Developments

 

The following recently issued accounting pronouncement has been adopted by the Company:

 

Offsetting Assets and Liabilities

 

In December 2011, the Financial Accounting Standards Board (“FASB”), issued authoritative guidance requiring entities to disclose both gross and net information about instruments and transactions eligible for offset arrangement. In January 2013, FASB issued an update to the previously issued guidance with the purpose of clarifying the scope of the disclosures about the offsetting assets and liabilities. The additional disclosures enable users of the financial statements to evaluate the effect or potential effect of netting arrangements on an entity’s financial position. These disclosure requirements are effective for interim and annual periods beginning after January 1, 2013. The Company has provided all required disclosures for the periods presented as they pertain to its commodity derivative instruments (see Note 4, “Fair Value Measurement”). These disclosure requirements did not affect the Company’s operating results, financial position, or cash flows.

 

3. Acquisition of Properties

 

On December 18, 2013, JEH closed on the purchase of certain oil and natural gas properties located in Texas and western Oklahoma from Sabine Mid- Continent, LLC, for an adjusted purchase price of $193.5 million (referred to herein as the “Sabine acquisition” or “Sabine”), subject to customary closing adjustments. The acquired assets include both producing properties and undeveloped

 

F-15



 

Jones Energy, Inc.

 

Notes to Consolidated Financial Statements (Continued)

 

3. Acquisition of Properties (Continued)

 

acreage. The purchase was financed with borrowings under the senior secured credit facility. The purchase price was allocated as follows:

 

(in thousands of dollars)

 

 

 

Oil and gas properties

 

 

 

Unproved

 

$

39,596

 

Proved

 

154,724

 

Asset retirement obligations

 

(824

)

Total purchase price

 

$

193,496

 

 

This acquisition qualified as a business combination under ASC 805. The valuation to determine the fair value was principally based on the discounted cash flows of the producing and undeveloped properties, including projected drilling and equipment costs, recoverable reserves, production streams, future prices and operating costs, and risk-adjusted discount rates reflective of the current market. The determination of fair value is dependent on factors as of the acquisition date and the final adjustments to the purchase price, which when they occur, may result in an adjustment to the value of the acquired properties reflected in the consolidated financial statements. Any such adjustment may be material.

 

In connection with the closing, approximately $24 million of the purchase price was placed in an escrow account. This amount represented the allocated value of the Sabine properties that had unresolved title defects claimed by JEH. In the event one or more title defects are not cured by Sabine, the affected property will be reconveyed to Sabine and the Company will receive an amount of cash from the escrow account equal to the allocated value of the reconveyed property. A corresponding adjustment to the allocation of the Sabine purchase price will be made at such time.

 

The unaudited pro forma results presented below have been prepared to include the effect of the Sabine acquisition on our results of operations for the year ended December 31, 2013. The unaudited pro forma results do not purport to represent what our actual results of operations would have been if the acquisition had been completed on January 1, 2013 or to project our results of operations for any future date or period.

 

 

 

Post

 

Year Ended
December 31,
2013

 

(in thousands of dollars)

 

Acquisition(1)

 

Pro Forma

 

 

 

(unaudited)

 

(unaudited)

 

Total operating revenue

 

$

1,365

 

$

308,773

 

Total operating expenses

 

291

 

229,648

 

Operating income

 

1,074

 

79,125

 

Net income

 

1,074

 

45,778

 

 


(1)                                 Represents revenues and expenses for the post acquisition period of December 18, 2013 to December 31, 2013 included in the Consolidated Statement of Operations.

 

On December 20, 2012, JEH acquired certain oil and natural gas properties located in Texas for a purchase price of $251.9 million (referred to herein as the “Chalker acquisition” or “Chalker”). The acquired assets included both producing properties and undeveloped acreage. The purchase was

 

F-16



 

Jones Energy, Inc.

 

Notes to Consolidated Financial Statements (Continued)

 

3. Acquisition of Properties (Continued)

 

financed with additional equity capital and borrowings under the senior secured credit facility. In the second quarter of 2013, the Company made a final determination with the sellers as to the purchase price adjustments resulting in a final purchase price of $253.5 million. The final purchase price was allocated as follows:

 

(in thousands of dollars)

 

 

 

Oil and gas properties

 

 

 

Unproved

 

$

71,264

 

Proved

 

182,493

 

Asset retirement obligations

 

(293

)

Total purchase price

 

$

253,464

 

 

This acquisition qualified as a business combination under ASC 805. The valuation to determine the fair value was principally based on the discounted cash flows of the producing and undeveloped properties, including projected drilling and equipment costs, recoverable reserves, production streams, future prices and operating costs, and risk-adjusted discount rates reflective of the current market.

 

The unaudited pro forma results presented below have been prepared to include the effect of the Chalker acquisition on our results of operations for the year ended December 31, 2012. The unaudited pro forma results do not purport to represent what our actual results of operations would have been if the acquisition had been completed on January 1, 2012 or to project our results of operations for any future date or period.

 

 

 

Year Ended
December 31,
2012

 

(in thousands of dollars)

 

Pro Forma

 

 

 

(unaudited)

 

Total operating revenue

 

$

194,685

 

Total operating expenses

 

161,053

 

Operating income

 

33,632

 

Net income

 

25,713

 

 

On April 14, 2011, Jones Energy acquired certain oil and natural gas properties located in Oklahoma for a purchase price of $154.1 million. The acquisition included both producing and undeveloped properties. The purchase was financed with additional borrowings under the senior secured credit facility. The purchase price was allocated as follows:

 

(in thousands of dollars)

 

 

 

Oil and gas properties

 

$

154,225

 

Asset retirement obligations

 

(167

)

Total purchase price

 

$

154,058

 

 

This acquisition qualified as a business combination under ASC 805. The Company recorded a total fair value of $180.3 million ($154.1 million for producing properties and $26.2 million for undeveloped property). The total resulted in a bargain purchase gain of $26.2 million, which was recorded in the Consolidated Statement of Operations. The valuation to determine the fair value was

 

F-17



 

Jones Energy, Inc.

 

Notes to Consolidated Financial Statements (Continued)

 

3. Acquisition of Properties (Continued)

 

principally based on the discounted cash flows of the both the producing and undeveloped properties, including projected drilling and equipment costs, recoverable reserves, production streams, future prices and operating costs, and risk-adjusted discount rates reflective of the current market. The recognized gain was the difference between the net fair value and the consideration paid the seller.

 

Management believes the bargain purchase gain resulted from the fact that the seller, who retained a 50% ownership interest in the undeveloped properties, benefitted from the Company’s available liquidity that would enable accelerated development of the prospect.

 

The following income statement line items present the pro forma results as if these properties had been acquired on January 1, 2010:

 

 

 

Year Ended
December 31,
2011

 

(in thousands of dollars)

 

Pro Forma

 

 

 

(unaudited)

 

Total operating revenue

 

$

176,884

 

Total operating expenses

 

150,197

 

Operating income

 

26,687

 

Net income

 

62,408

 

 

4. Fair Value Measurement

 

Fair Value of Financial Instruments

 

The Company determines fair value amounts using available market information and appropriate valuation methodologies. Fair value is the price that would be received to sell an asset or would be paid to transfer a liability in an orderly transaction between market participants at the measurement date. Considerable judgment is required in interpreting market data to develop the estimates of fair value. The use of different market assumptions and/or estimation methods may have a material effect on the estimated fair value amounts.

 

The Company enters into a variety of derivative financial instruments, which may include over-the-counter instruments, such as natural gas, crude oil, and natural gas liquid contracts. The Company utilizes valuation techniques that maximize the use of observable inputs, where available. If listed market prices or quotes are not published, fair value is determined based upon a market quote, adjusted by other market-based or independently sourced market data, such as trading volume, historical commodity volatility, and counterparty-specific considerations. These adjustments may include amounts to reflect counterparty credit quality, the time value of money, and the liquidity of the market.

 

Counterparty credit valuation adjustments are necessary when the market price of an instrument is not indicative of the fair value as a result of the credit quality of the counterparty. Generally, market quotes assume that all counterparties have low default rates and equal credit quality. Therefore, an adjustment may be necessary to reflect the quality of a specific counterparty to determine the fair value of the instrument. The Company currently has all derivative positions placed and held by members of its lending group, which have strong credit quality.

 

F-18



 

Jones Energy, Inc.

 

Notes to Consolidated Financial Statements (Continued)

 

4. Fair Value Measurement (Continued)

 

Liquidity valuation adjustments are necessary when the Company is not able to observe a recent market price for financial instruments that trade in less active markets. Exchange traded contracts are valued at market value without making any additional valuation adjustments; therefore, no liquidity reserve is applied.

 

Valuation Hierarchy

 

Fair value measurements are grouped into a three-level valuation hierarchy. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. A financial instrument’s categorization within the hierarchy is based upon the input that requires the highest degree of judgment in the determination of the instrument’s fair value. The three levels are defined as follows:

 

Level 1

 

Pricing inputs are based on published prices in active markets for identical assets or liabilities as of the reporting date. The Company does not classify any of its financial instruments in Level 1.

 

 

 

Level 2

 

Pricing inputs include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, as of the reporting date. Contracts that are not traded on a recognized exchange or are tied to pricing transactions for which forward curve pricing is readily available are classified as Level 2 instruments. These include natural gas, crude oil and some natural gas liquids price swaps and natural gas basis swaps.

 

 

 

Level 3

 

Pricing inputs include significant inputs that are generally unobservable from objective sources. The Company classifies natural gas liquid swaps and basis swaps for which future pricing is not readily available as Level 3. The Company obtains estimates from independent third parties for its open positions and subjects those to the credit adjustment criteria described above.

 

F-19



 

Jones Energy, Inc

 

Notes to Consolidated Financial Statements (Continued)

 

4. Fair Value Measurement (Continued)

 

The financial instruments carried at fair value as of December 31, 2013 and 2012, by consolidated balance sheet caption and by valuation hierarchy, as described above are as follows:

 

 

 

December 31, 2013

 

 

 

Fair Value Measurements Using

 

(in thousands of dollars)

 

(Level 1)

 

(Level 2)

 

(Level 3)

 

Total

 

Commodity Price Hedges

 

 

 

 

 

 

 

 

 

Current assets

 

$

 

$

8,837

 

$

 

$

8,837

 

Long-term assets

 

 

25,967

 

(569

)

25,398

 

Current liabilities

 

 

10,188

 

476

 

10,664

 

Long-term liabilities

 

 

 

190

 

190

 

 

 

 

December 31, 2012

 

 

 

Fair Value Measurements Using

 

(in thousands of dollars)

 

(Level 1)

 

(Level 2)

 

(Level 3)

 

Total

 

Commodity Price Hedges

 

 

 

 

 

 

 

 

 

Current assets

 

$

 

$

17,648

 

$

 

$

17,648

 

Long-term assets

 

 

24,756

 

443

 

25,199

 

Current liabilities

 

 

2,992

 

1,043

 

4,035

 

Long-term liabilities

 

 

6,739

 

918

 

7,657

 

 

The following table represents quantitative information about Level 3 inputs used in the fair value measurement of the Company’s commodity derivative contracts as of December 31, 2013.

 

 

 

Quantitative Information About Level 3 Fair Value Measurements

 

Commodity Price Hedges

 

Fair Value

 

Valuation Technique

 

Unobservable Input

 

Range

 

Natural gas liquid swaps

 

$

(1,235

)

Use a discounted cash flow approach using inputs including forward price statements from counterparties

 

Natural gas liquid futures

 

$9.24 - $83.06 per barrel

 

 

Significant increases/decreases in natural gas liquid futures in isolation would result in a significantly lower/higher fair value measurement. The following table presents the changes in the Level 3 financial instruments for the years ended December 31, 2013 and 2012. Changes in fair value of Level 3 instruments represent changes in gains and losses for the periods that are reported in other income (expense). New contracts entered into during the year are generally entered into at no cost with

 

F-20



 

Jones Energy, Inc

 

Notes to Consolidated Financial Statements (Continued)

 

4. Fair Value Measurement (Continued)

 

changes in fair value from the date of agreement representing the entire fair value of the instrument. Transfers between levels are evaluated at the end of the reporting period.

 

(in thousands of dollars)

 

 

 

Balance at January 1, 2012, net

 

$

(2,083

)

Purchases

 

(2,352

)

Settlements

 

 

Transfers to Level 2

 

2,370

 

Transfers to Level 3

 

834

 

Changes in fair value

 

(288

)

Balance at December 31, 2012, net

 

(1,519

)

Purchases

 

(1,095

)

Settlements

 

(210

)

Transfers to Level 2

 

(753

)

Changes in fair value

 

2,342

 

Balance at December 31, 2013, net

 

$

(1,235

)

 

Transfers from Level 3 to Level 2 represent all of the Company’s natural gas basis swaps for which observable forward curve pricing information has become readily available. In 2012, transfers to Level 3 represented natural gas liquid swaps or basis swaps that were classified as Level 2 in 2011 but due to the unavailability of forward prices in 2012, were classified as Level 3 in 2012. The purchases represent natural gas liquid swaps that the Company entered into in 2013 that do not have observable forward curve pricing information.

 

Offsetting Assets and Liabilities

 

As of December 31, 2013, the counterparties to our commodity derivative contracts consisted of six financial institutions. All of our counterparties or their affiliates are also lenders under our credit facility. Therefore, we are not generally required to post additional collateral under our derivative agreements.

 

Our derivative agreements contain set-off provisions that state that in the event of default or early termination, any obligation owed by the defaulting party may be offset against any obligation owed to the defaulting party.

 

F-21



 

Jones Energy, Inc

 

Notes to Consolidated Financial Statements (Continued)

 

4. Fair Value Measurement (Continued)

 

We adopted the guidance requiring disclosure of both gross and net information about financial instruments eligible for netting in the balance sheet under our derivative agreements. The following table presents information about our commodity derivative contracts that are netted on our Consolidated Balance Sheet as of December 31, 2013 and December 31, 2012:

 

(in thousands of dollars)

 

Gross Amounts
of Recognized
Assets /
Liabilities

 

Gross
Amounts
Offset in the
Balance
Sheet

 

Net Amounts
of Assets /
Liabilities
Presented in
the Balance
Sheet

 

Gross Amounts
Not
Offset in the
Balance
Sheet

 

Net Amount

 

December 31, 2013

 

 

 

 

 

 

 

 

 

 

 

Commodity derivative contracts

 

 

 

 

 

 

 

 

 

 

 

Assets

 

$

38,071

 

$

(6,035

)

$

32,036

 

$

2,199

 

$

34,235

 

Liabilities

 

(14,347

)

6,035

 

(8,312

)

(2,542

)

(10,854

)

December 31, 2012

 

 

 

 

 

 

 

 

 

 

 

Commodity derivative contracts

 

 

 

 

 

 

 

 

 

 

 

Assets

 

$

49,200

 

$

(7,831

)

$

41,369

 

$

1,478

 

$

42,847

 

Liabilities

 

(17,928

)

7,831

 

(10,097

)

(1,595

)

(11,692

)

 

Nonfinancial Assets and Liabilities

 

Assets and liabilities acquired in business combinations are recorded at their fair value on the date of acquisition. Significant Level 3 assumptions associated with the calculation of future cash flows used in the analysis of fair value of the oil and gas property acquired include the Company’s estimate of future commodity prices, production costs, development expenditures, production, risk-adjusted discount rates, and other relevant data. Additionally, fair value is used to determine the inception value of the Company’s AROs. The inputs used to determine such fair value are primarily based upon costs incurred historically for similar work, as well as estimates from independent third parties for costs that would be incurred to restore leased property to the contractually stipulated condition. Additions to the Company’s ARO represent a nonrecurring Level 3 measurement.

 

The Company reviews its proved oil and gas properties for impairment purposes by comparing the expected undiscounted future cash flows at a producing field level to the unamortized capitalized cost of the asset. No significant impairment charges on the Company’s proved properties were recorded during the year ended December 31, 2013. During 2012 and 2011, unamortized capitalized costs of certain properties were higher than their expected undiscounted future cash flows due primarily to downward reserve revisions, drilling of marginal or uneconomic wells, or development dry holes in certain producing fields. As a result, the Company recorded charges of $18.8 million and $19.8 million during the years ended December 31, 2012 and 2011, respectively.

 

Additionally, the Company reviews its unproved properties for indicators of impairment based on the Company’s current exploration plans. In the fourth quarter of 2013, the Company recorded an impairment charge of $14.4 million related to the Southridge properties. As the Company did not drill the required number of wells by October 31, 2013 necessary to keep its joint development agreement with Southridge in effect, the Company lost its right to the undeveloped acreage and associated reserves. The Company incurred no impairment charges related to its unproved properties in 2012. In

 

F-22



 

Jones Energy, Inc

 

Notes to Consolidated Financial Statements (Continued)

 

4. Fair Value Measurement (Continued)

 

2011, the Company incurred a $12.2 million impairment charge related to its unproven properties in fields which were not expected to produce natural gas with a sufficiently high liquid content. With low natural gas prices during that period, the lack of natural gas liquids reduced the economic return of those fields and as a result, the Company had no intentions to continue development of those fields.

 

Impairment charges are recorded on the Consolidated Statement of Operations. Significant assumptions associated with the calculation of future cash flows used in the impairment analysis include the Company’s estimate of future commodity prices, production costs, development expenditures, production, risk-adjusted discount rates, and other relevant data. As such, the fair value of oil and gas properties used in estimating impairment represents a nonrecurring Level 3 measurement.

 

5. Derivative Instruments and Hedging Activities

 

The Company had various commodity derivatives in place to offset uncertain price fluctuations that could affect its future operations as of December 31, 2013 and 2012, as follows:

 

Hedging Positions

 

 

 

December 31, 2013

 

 

 

 

 

Low

 

High

 

Weighted
Average

 

Final
Expiration

 

Oil swaps

 

Exercise price

 

$

81.70

 

$

102.84

 

$

89.03

 

 

 

 

 

Barrels per month

 

29,000

 

161,613

 

96,149

 

December 2017

 

Natural gas swaps

 

Exercise price

 

$

3.88

 

$

6.90

 

$

4.26

 

 

 

 

 

mmbtu per month

 

510,000

 

1,290,000

 

830,275

 

December 2017

 

Basis swaps

 

Contract differential

 

$

(0.43

)

$

(0.11

)

$

(0.34

)

 

 

 

 

mmbtu per month

 

320,000

 

690,000

 

467,037

 

March 2016

 

Natural gas liquids swaps

 

Exercise price

 

$

6.72

 

$

95.24

 

$

32.98

 

 

 

 

 

Barrels per month

 

2,000

 

118,000

 

46,646

 

December 2017

 

 

 

 

December 31, 2012

 

 

 

 

 

Low

 

High

 

Weighted
Average

 

Final
Expiration

 

Oil swaps

 

Exercise price

 

$

81.00

 

$

104.45

 

$

89.60

 

 

 

 

 

Barrels per month

 

24,000

 

143,116

 

89,323

 

December 2017

 

Natural gas swaps

 

Exercise price

 

$

3.52

 

$

6.90

 

$

4.96

 

 

 

 

 

mmbtu per month

 

430,000

 

1,110,000

 

767,053

 

December 2017

 

Basis swaps

 

Contract differential

 

$

(0.65

)

$

(0.03

)

$

(0.31

)

 

 

 

 

mmbtu per month

 

320,000

 

850,000

 

484,615

 

March 2016

 

Natural gas liquids swaps

 

Exercise price

 

$

6.72

 

$

97.13

 

$

33.81

 

 

 

 

 

Barrels per month

 

2,000

 

144,973

 

55,616

 

December 2017

 

 

F-23



 

Jones Energy, Inc

 

Notes to Consolidated Financial Statements (Continued)

 

5. Derivative Instruments and Hedging Activities (Continued)

 

The Company recognized a net loss on derivative instruments of $2.6 million for the year ended December 31, 2013 and net gains of $16.7 million and $34.5 million for the years ended December 31, 2012 and 2011, respectively.

 

6. Long-Term Debt

 

The Company entered into two credit agreements dated December 31, 2009, with Wells Fargo Bank N.A, the Senior Secured Revolving Credit Facility (the “Revolver”) and the Second Lien Term Loan (the “Term Loan”) which were subsequently amended on November 18, 2011, November 5, 2012, December 20, 2012, June 12, 2013, December 18, 2013 and January 29, 2014. In connection with the November 2012 amendment, the maturity date of the Revolver was extended to November 5, 2017 and the maturity date of the Term loan was extended to May 5, 2018. In connection with the June 2013 amendment, the borrowing base on the Revolver was increased to $500.0 million and subsequently increased to $575.0 million on December 18, 2013 in conjunction with the Sabine acquisition. The Company’s oil and gas properties are pledged as collateral against these credit agreements.

 

Terms of the Revolver require the Company to pay interest on the loan on the earlier of the London InterBank Offered Rate (LIBOR) tranche maturity date or three months, with the entire principal and interest due on the loan maturity date. Borrowings may be drawn on the principal amount up to the maximum available credit amount. Interest on the Revolver is calculated at a base rate (LIBOR or prime), plus a margin of 0.50% to 2.50% based on the actual amount borrowed compared to the borrowing base amount and the base rate selected. For the year ended December 31, 2013, the average interest rate under the Revolver was 3.01% on an average outstanding balance of $384.9 million. For the year ended December 31, 2012, the average interest rate under the Revolver was 3.30% on an average outstanding balance of $306.8 million.

 

Terms of the Term Loan require the Company to pay interest on the loan every three months with the principal and interest due on the loan maturity date of May 5, 2018. Interest on the Term Loan is calculated at a base rate (LIBOR, prime, or federal funds), plus a margin of 6% to 7% based on the base rate selected. As of December 31, 2013, the average interest rate was 9.19% on an average outstanding balance of $160.0 million. As of December 31, 2012, the average interest rate was 9.16% on an average outstanding balance of $121.3 million.

 

Total interest and commitment fees under the two facilities were $27.0 million, $21.2 million and $18.2 million for the years ended December 31, 2013, 2012 and 2011, respectively.

 

In connection with the IPO, the Company used the net proceeds to repay outstanding borrowings under the Revolver of $167.0 million.

 

The Revolver and Term Loans are categorized as Level 3 in the valuation hierarchy as the debt is not publicly traded and no observable market exists to determine the fair value; however, the carrying value of the Revolver and Term Loans approximate fair value, as they are subject to short-term floating interest rates that approximate the rates available to the Company for those periods.

 

The Revolver and Term Loans include covenants that require, among other things, restrictions on asset sales, distributions to members, and additional indebtedness, and the maintenance of certain financial ratios, including leverage, proven reserves to debt, and current ratio. The Company was in compliance with these covenants at December 31, 2013.

 

F-24



 

Jones Energy, Inc

 

Notes to Consolidated Financial Statements (Continued)

 

7. Stock-based Compensation

 

JEH granted membership-interest awards in JEH to members of senior management (“management units”) under a management incentive plan prior to the IPO. These awards had various vesting schedules, and a portion of the management units vested in a lump sum at the IPO date. Both the vested and unvested management units were converted into JEH Units and shares of Class B common stock at the IPO date. As of December 31, 2013, there were 457,150 unvested JEH Units and shares of Class B common stock. The Units/shares will become convertible into a like number of shares of Class A common stock upon vesting. The following table summarizes information related to the Units/shares held by management:

 

 

 

JEH Units

 

Weighted Average
Grant Date Fair Value
per Share

 

Unvested at January 1, 2013

 

710,767

 

$

3.62

 

Granted

 

911,654

 

$

15.00

 

Forfeited

 

(167,239

)

$

3.62

 

Vested

 

(998,032

)

$

9.96

 

Unvested at December 31, 2013

 

457,150

 

$

12.46

 

 

Stock compensation expense associated with the management units for the years ended December 31, 2013, 2012 and 2011 was $10.7 million, $0.6 million and $1.1 million, respectively, and is included in general and administrative expenses on the Company’s Consolidated Statement of Operations.

 

On September 4, 2013, the Company granted restricted stock awards to non-employee members of the Board of Directors. Each of the four directors was awarded 6,645 restricted shares of Class A common stock, contingent on the director serving as a director of the Company for a one-year service period from the date of grant. The fair value of the awards was based on the value of the Company’s Class A common stock on the date of grant. The total value of the awards to the directors is as follows:

 

 

 

Restricted
Stock Awards

 

Weighted Average
Grant Date Fair Value
per Share

 

Unvested at January 1, 2013

 

 

 

Granted

 

27

 

$

15.05

 

Forfeited

 

 

 

Vested

 

 

 

Unvested at December 31, 2013

 

27

 

$

15.05

 

 

Stock compensation expense associated with the Board of Directors awards for the year ended December 31, 2013 was $0.1 million and is included in general and administrative expenses on the Company’s Consolidated Statement of Operations.

 

8. Earnings per Share

 

Basic earnings per share (“EPS”) is computed by dividing net income (loss) attributable to controlling interests by the weighted-average number of shares of Class A common stock outstanding during the period. Class B common stock is not included in the calculation of earnings per share

 

F-25



 

Jones Energy, Inc

 

Notes to Consolidated Financial Statements (Continued)

 

8. Earnings per Share (Continued)

 

because they are not participating securities and have no economic interest in the Company. Diluted earnings per share takes into account the dilutive effect of potential common stock that could be issued by the Company in conjunction with stock awards that have been granted to directors and employees. On September 4, 2013 (the “grant date”), the Company granted to its directors restricted shares of Class A common stock, which vest on the first anniversary of the grant date. In accordance with ASC 260, Earnings Per Share, awards of nonvested shares shall be considered outstanding as of the grant date for purposes of computing diluted EPS even though their exercise is contingent upon vesting. For the year ended December 31, 2013, the directors’ restricted shares of Class A common stock were excluded from the diluted calculation, as their inclusion would have been anti-dilutive as the Company was in a net loss position. The following is a calculation of the basic and diluted weighted-average number of shares of Class A common stock outstanding and EPS for the year ended December 31, 2013. Net income (loss) and the weighted average number of shares of Class A common stock outstanding is based on the actual days in which the shares were outstanding for the period from July 29, 2013, the closing date of the IPO, to December 31, 2013.

 

(in thousands, except per share data)

 

December 31, 2013

 

Income (numerator):

 

 

 

Net income (loss) attributable to controlling interests

 

$

(2,186

)

Weighted-average shares (denominator):

 

 

 

Weighted-average number of shares of Class A common stock—basic and diluted

 

12,500

 

Earnings (loss) per share:

 

 

 

Basic and diluted

 

$

(0.17

)

Anti-dilutive restricted shares of Class A common stock

 

27

 

 

9. Monarch Investment

 

On May 7, 2013, the Company entered into a marketing agreement with Monarch Natural Gas, LLC (“Monarch”), a company related through common ownership, for the sale to Monarch of natural gas produced from certain properties. In connection with that agreement, Monarch issued to the Company equity interests in its parent, Monarch Natural Gas Holdings, LLC, having an estimated fair value of $15.0 million. Contemporaneous with the execution of the marketing agreement and the issuance of the equity interests, the Company distributed 67% or $10 million of the Monarch equity interests to the Company’s owners pro rata based on equity contributions and approximately 16% of the interests to a member of management. The remaining approximately 17% of the equity interests were reserved for distribution to management through an incentive plan. The Company recognized $0.3 million of compensation expense during the year ended December 31, 2013 in connection with the incentive plan. In addition, the Company recorded deferred revenue of $15.0 million which is being amortized on an estimated units-of-production basis commencing in September 2013, the first month of production sales to Monarch. The Company amortized $0.5 million of the deferred revenue balance during the year ended December 31, 2013 and is recorded in other revenues on the Company’s Consolidated Statement of Operations.

 

F-26



 

Jones Energy, Inc

 

Notes to Consolidated Financial Statements (Continued)

 

10. Commitments and Contingencies

 

Lease obligations

 

The Company leases approximately 31,000 square feet of office space in Austin, TX under an operating lease arrangement. Future minimum payments for noncancellable operating leases extending beyond one year at December 31, 2013 are as follows:

 

(in thousands of dollars)

 

 

 

Years Ending December 31,

 

 

 

2014

 

$

586

 

2015

 

482

 

2016

 

458

 

2017

 

147

 

Thereafter

 

 

 

 

$

1,673

 

 

Rent expense under operating leases was $0.8 million, $0.8 million and $0.7 million for the years ended December 31, 2013, 2012 and 2011, respectively.

 

Litigation

 

The Company is subject to legal proceedings and claims that arise in the ordinary course of its business. The Company believes that the final disposition of such current matters will not have a material adverse effect on its financial position, results of operations, or liquidity.

 

11. Benefit Plans

 

The Company established a 401(k) tax-deferred savings plan (the “Plan”) for the benefit of employees. The Plan is a defined contribution plan and the Company may match a portion of employee contributions. For the years ended December 31, 2013 and 2012, $0.3 million and $0.2 million were contributed, respectively, to the Plan.

 

In 2013, the Company established a 409A tax-deferred savings plan for the benefit of key employees. This plan is a defined contribution plan, and the Company may match a portion of employee contributions. For the year ended December 31, 2013, the Company made a negligible contribution to this plan.

 

12. Income Taxes

 

Following its IPO, the Company began recording a federal and state income tax liability associated with its status as a corporation. Prior to the IPO, the Company only recorded a provision for Texas franchise tax as the Company’s taxable income or loss was includable in the income tax returns of the individual partners and members.

 

The Company will recognize a tax liability on its share of pre-tax book income, exclusive of the non-controlling interest. JEH is not subject to income tax at the federal level and only recognizes Texas

 

F-27



 

Jones Energy, Inc

 

Notes to Consolidated Financial Statements (Continued)

 

12. Income Taxes (Continued)

 

franchise tax expense. The following table summarizes the tax provision for the years ended December 31, 2013, 2012 and 2011:

 

 

 

Year Ended December 31,

 

(in thousands of dollars)

 

2013

 

2012

 

2011

 

Current tax expense

 

 

 

 

 

 

 

Federal

 

$

85

 

$

 

$

 

State

 

 

 

 

Total current expense

 

85

 

 

 

Deferred tax expense (benefit)

 

 

 

 

 

 

 

Federal

 

(1,260

)

 

 

State

 

1,104

 

473

 

173

 

Total deferred expense (benefit)

 

(156

)

473

 

173

 

Total tax expense (benefit)

 

(71

)

473

 

173

 

Tax benefit attributable to controlling interests

 

(1,223

)

 

 

Tax expense attributable to non-controlling interests

 

1,152

 

473

 

173

 

Total tax expense (benefit)

 

$

(71

)

$

473

 

$

173

 

 

For the years ended December 31, 2012 and 2011, the reported taxes relate solely to the Texas franchise tax liability of JEH.

 

A reconciliation of the Company’s provision for income taxes as reported and the amount computed by multiplying income before taxes, less non-controlling interest, by the U.S. federal statutory rate of 35%:

 

(in thousands of dollars)

 

December 31, 2013

 

Provision calculated at federal statutory income tax rate:

 

 

 

Net income before taxes

 

$

22,334

 

Statutory rate

 

35

%

Income tax expense computed at statutory rate

 

7,817

 

Less: Non-controlling interests

 

(9,009

)

Income tax benefit attributable to controlling interests

 

(1,192

)

State and local income taxes, net of federal benefit

 

(49

)

Other

 

18

 

Tax benefit attributable to controlling interests

 

(1,223

)

Tax expense attributable to non-controlling interests

 

1,152

 

Total income tax benefit

 

$

(71

)

 

For the years ended December 31, 2012 and 2011, the calculation is not applicable as the Company was not subject to federal income taxes prior to the IPO.

 

F-28



 

Jones Energy, Inc

 

Notes to Consolidated Financial Statements (Continued)

 

12. Income Taxes (Continued)

 

The Company is subject to federal, state and local income and franchise taxes. As such, deferred income taxes result from temporary differences between the carrying amounts of assets and liabilities of the Company for financial reporting purposes and the amounts used for income tax purposes. Deferred tax assets and liabilities are measured using enacted tax rates in effect in the years in which those temporary differences are expected to reverse.

 

Significant components of the Company’s deferred tax assets and deferred tax liabilities consisted of the following:

 

 

 

As of December 31,

 

(in thousands of dollars)

 

2013

 

2012

 

Deferred tax assets

 

 

 

 

 

Investment in consolidated subsidiary JEH

 

$

526

 

$

 

Net operating loss

 

649

 

 

Alternative minimum tax credits

 

86

 

 

State deferred tax asset

 

52

 

 

Total deferred tax assets

 

1,313

 

 

Deferred tax liabilities

 

 

 

 

 

State deferred tax liability

 

3,093

 

1,936

 

Total deferred tax liabilities

 

3,093

 

1,936

 

Net deferred tax assets (liabilities)

 

(1,780

)

(1,936

)

Valuation allowance

 

 

 

Net deferred tax assets (liabilities)

 

$

(1,780

)

$

(1,936

)

 

The Company has a federal net operating loss carry-forward totaling $1.8 million and state net operating loss carry-forward of $0.4 million, both expiring in 2033. No valuation allowance has been recorded as management believes that there is sufficient future taxable income to fully utilize its deferred tax assets. This future taxable income will arise from reversing temporary differences due to the excess of the book carrying value of oil and gas properties over their corresponding tax basis. The Company may elect to capitalize intangible drilling costs, rather than expensing these costs, in order to prevent an operating loss carry-forward from expiring unused.

 

Separate federal and state income tax returns are filed for Jones Energy, Inc. and Jones Energy Holdings, LLC. JEH’s Texas franchise tax returns are subject to audit for 2009, 2010, 2011, and 2012. The tax years 2010 through 2013 remain open to examination by the major taxing jurisdictions to which the Company is subject. The Company is not currently under audit in any other major taxing jurisdiction.

 

Accounting for uncertainty in income taxes prescribes a recognition threshold and measurement methodology for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. As of December 31, 2013 and December 31, 2012 there was no material liability or expense for the periods then ended recorded for payments of interest and penalties associated with uncertain tax positions or material unrecognized tax positions and the Company’s unrecognized tax benefits were not material.

 

F-29



 

Jones Energy, Inc

 

Notes to Consolidated Financial Statements (Continued)

 

13. Subsidiary Guarantors

 

On April 1, 2014, JEH and its wholly-owned subsidiary, Jones Energy Finance Corp. (the “Issuers”), sold $500.0 million in aggregate principal amount of the Issuers’ 6.75% Senior Notes due 2022 (the “2022 Notes”).

 

The 2022 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 Company’s Revolver. Each subsidiary guarantor is 100% owned by JEH, and all guarantees are full, unconditional, 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 minor.

 

The Company is a holding company and has no independent assets or operations of its own.  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.

 

The Company currently holds approximately 25.3% of the economic interest in JEH, with the remaining 74.7% economic interest held by a group of investors that owned interests in JEH prior to the Company’s IPO (the “Existing Owners”). The Existing 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.  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.

 

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 is equal to the number of JEH Units that such Existing Owner holds. 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 Existing Owners collectively have a number of votes in the Company equal to the aggregate number of JEH Units that they hold.

 

The Existing Owners have the right, pursuant to the terms of an Exchange Agreement by and among the Company, JEH and each of the Existing Owners, 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.

 

F-30



 

Jones Energy, Inc

 

Notes to Consolidated Financial Statements (Continued)

 

Jones Energy, Inc.

Condensed Consolidating Statements of Operations

Year Ended December 31, 2013

 

 

 

Year Ended December 31, 2013

 

(in thousands of dollars)

 

JEI(Parent)

 

Issuers

 

Guarantor
Subsidiaries

 

Non-Guarantor
Subsidiaries

 

Eliminations

 

Consolidated

 

Operating revenues

 

 

 

 

 

 

 

 

 

 

 

 

 

Oil and gas sales

 

$

 

$

 

$

258,063

 

$

 

$

 

$

258,063

 

Other revenues

 

 

469

 

637

 

 

 

1,106

 

Total operating revenues

 

 

469

 

258,700

 

 

 

259,169

 

Operating costs and expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

Lease operating

 

 

 

27,781

 

 

 

27,781

 

Production taxes

 

 

 

12,865

 

 

 

12,865

 

Exploration

 

 

 

1,710

 

 

 

1,710

 

Depletion, depreciation and amortization

 

 

 

114,046

 

90

 

 

114,136

 

Impairment of oil and gas properties

 

 

 

14,415

 

 

 

14,415

 

Accretion of discount

 

 

 

608

 

 

 

608

 

General and administrative (including non-cash compensation expense)

 

 

4,154

 

27,490

 

258

 

 

31,902

 

Total operating expenses

 

 

4,154

 

198,915

 

348

 

 

203,417

 

Operating income

 

 

(3,685

)

59,785

 

(348

)

 

55,752

 

Other income (expense)

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

(29,653

)

(1,121

)

 

 

(30,774

)

Net gain (loss) on commodity derivatives

 

 

(2,566

)

 

 

 

(2,566

)

Gain (loss) on sales of assets

 

 

 

41

 

(119

)

 

(78

)

Other income (expense), net

 

 

(32,219

)

(1,080

)

(119

)

 

(33,418

)

Income (loss) before income tax

 

 

(35,904

)

58,705

 

(467

)

 

22,334

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity interest in Income

 

(3,400

)

 

 

 

3,400

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income tax provision (benefit)

 

 

 

 

 

 

 

 

 

 

 

 

 

Current

 

85

 

 

 

 

 

85

 

Deferred

 

(1,299

)

1,143

 

 

 

 

(156

)

Total income tax provision (benefit)

 

(1,214

)

1,143

 

 

 

 

(71

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

(2,186

)

$

(37,047

)

$

58,705

 

$

(467

)

$

3,400

 

$

22,405

 

Net income (loss) attributable to non-controlling interests

 

 

 

 

 

$

24,591

 

$

24,591

 

Net income (loss) attributable to controlling interests

 

$

(2,186

)

 

 

 

 

$

(2,186

)

 

F-31



 

Jones Energy, Inc

 

Notes to Consolidated Financial Statements (Continued)

 

Jones Energy, Inc.

Condensed Consolidating Statements of Operations

Year Ended December 31, 2012

 

 

 

Year Ended December 31, 2012

 

(in thousands of dollars)

 

JEI(Parent)

 

Issuers

 

Guarantor
Subsidiaries

 

Non-Guarantor
Subsidiaries

 

Eliminations

 

Consolidated

 

Operating revenues

 

 

 

 

 

 

 

 

 

 

 

 

 

Oil and gas sales

 

$

 

$

 

$

148,967

 

$

 

$

 

$

148,967

 

Other revenues

 

 

 

847

 

 

 

847

 

Total operating revenues

 

 

 

149,814

 

 

 

149,814

 

Operating costs and expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

Lease operating

 

 

 

23,097

 

 

 

23,097

 

Production taxes

 

 

 

5,583

 

 

 

5,583

 

Exploration

 

 

 

356

 

 

 

356

 

Depletion, depreciation and amortization

 

 

 

80,554

 

155

 

 

80,709

 

Impairment of oil and gas properties

 

 

 

18,821

 

 

 

18,821

 

Accretion of discount

 

 

 

533

 

 

 

533

 

General and administrative (including non-cash compensation expense)

 

 

2,589

 

12,562

 

724

 

 

15,875

 

Total operating expenses

 

 

2,589

 

141,506

 

879

 

 

144,974

 

Operating income

 

 

(2,589

)

8,308

 

(879

)

 

4,840

 

Other income (expense)

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

(24,679

)

(613

)

 

 

(25,292

)

Net gain (loss) on commodity derivatives

 

 

16,684

 

 

 

 

16,684

 

Gain (loss) on sales of assets

 

 

 

1,162

 

 

 

1,162

 

Other income (expense), net

 

 

(7,995

)

549

 

 

 

(7,446

)

Income (loss) before income tax

 

 

(10,584

)

8,857

 

(879

)

 

(2,606

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income tax provision (benefit)

 

 

 

 

 

 

 

 

 

 

 

 

 

Current

 

 

 

 

 

 

 

Deferred

 

 

473

 

 

 

 

473

 

Total income tax provision (benefit)

 

 

473

 

 

 

 

473

 

Net income (loss)

 

$

 

$

(11,057

)

$

8,857

 

$

(879

)

$

 

$

(3,079

)

 

F-32



 

Jones Energy, Inc

 

Notes to Consolidated Financial Statements (Continued)

 

Jones Energy, Inc

Condensed Consolidating Balance Sheet

December 31, 2013

 

 

 

December 31, 2013

 

(in thousands of dollars)

 

JEI(Parent)

 

Issuers

 

Guarantor
Subsidiaries

 

Non-Guarantor
Subsidiaries

 

Eliminations

 

Consolidated

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash

 

$

100

 

$

6,000

 

$

17,650

 

$

70

 

$

 

$

23,820

 

Restricted Cash

 

 

 

45

 

 

 

45

 

Accounts receivable, net

 

 

 

 

 

 

 

 

 

 

 

 

 

Oil and gas sales

 

 

 

51,233

 

 

 

51,233

 

Joint interest owners

 

 

 

42,481

 

 

 

42,481

 

Other

 

 

 

1,459

 

 

 

1,459

 

Commodity derivative assets

 

 

8,837

 

 

 

 

8,837

 

Other current assets

 

 

387

 

2,005

 

 

 

2,392

 

Deferred tax assets

 

 

12

 

 

 

 

12

 

Intercompany receivable

 

638

 

1,051,389

 

 

 

 

(1,052,027

)

 

Total current assets

 

738

 

1,066,625

 

114,873

 

70

 

(1,052,027

)

130,279

 

Oil and gas properties, net, at cost under the successful efforts method

 

 

 

1,312,551

 

 

 

1,312,551

 

Other property, plant and equipment, net

 

 

 

2,557

 

887

 

 

3,444

 

Commodity derivative assets

 

 

25,398

 

 

 

 

25,398

 

Other assets

 

 

14,072

 

934

 

 

 

15,006

 

Investment in Subsidiaries

 

169,081

 

 

 

 

(169,081

)

 

Deferred tax assets

 

1,301

 

 

 

 

 

1,301

 

Total assets

 

$

171,120

 

$

1,106,095

 

$

1,430,915

 

$

957

 

$

(1,221,108

)

$

1,487,979

 

Liabilities and Stockholders’ / Members’ Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

Trade accounts payable

 

$

 

$

230

 

$

89,200

 

$

 

$

 

$

89,430

 

Oil and gas sales payable

 

 

 

66,179

 

 

 

66,179

 

Accrued liabilities

 

87

 

1,642

 

9,076

 

 

 

10,805

 

Commodity derivative liabilities

 

 

10,664

 

 

 

 

10,664

 

Deferred tax liabilities

 

 

 

 

 

 

 

Asset retirement obligations

 

 

 

2,590

 

 

 

2,590

 

Intercompany payable

 

 

 

 

1,051,935

 

2,279

 

(1,054,214

)

 

Total current liabilities

 

87

 

12,536

 

1,218,980

 

2,279

 

(1,054,214

)

179,668

 

Long-term debt

 

 

658,000

 

 

 

 

658,000

 

Deferred revenue

 

 

14,531

 

 

 

 

14,531

 

Commodity derivative liabilities

 

 

190

 

 

 

 

190

 

Asset retirement obligations

 

 

 

8,373

 

 

 

8,373

 

Deferred tax liabilities

 

 

3,093

 

 

 

 

3,093

 

Total liabilities

 

87

 

688,350

 

1,227,353

 

2,279

 

(1,054,214

)

863,855

 

Commitments and contingencies (Note 10)

 

 

 

 

 

 

 

 

 

 

 

 

 

Stockholders’ / members’ equity

 

 

 

 

 

 

 

 

 

 

 

 

 

Members’ equity

 

 

417,745

 

203,562

 

(1,322

)

(619,985

)

 

Class A common stock, $0.001 par value; 12,526,580 shares issued and outstanding

 

13

 

 

 

 

 

13

 

Class B common stock, $0.001 par value; 36,836,333 shares issued and outstanding

 

37

 

 

 

 

 

37

 

Additional paid-in-capital

 

173,169

 

 

 

 

 

173,169

 

Retained earnings (deficit)

 

(2,186

)

 

 

 

 

(2,186

)

Stockholders’ / members’ equity

 

171,033

 

417,745

 

203,562

 

(1,322

)

(619,985

)

171,033

 

Non-controlling interest

 

 

 

 

 

453,091

 

453,091

 

Total stockholders’ / members’ equity

 

171,033

 

417,745

 

203,562

 

(1,322

)

(166,894

)

624,124

 

Total liabilities and stockholders’ / members’ equity

 

$

171,120

 

$

1,106,095

 

$

1,430,915

 

$

957

 

$

(1,221,108

)

$

1,487,979

 

 

F-33



 

Jones Energy, Inc

 

Notes to Consolidated Financial Statements (Continued)

 

Jones Energy, Inc

Condensed Consolidating Balance Sheet

December 31, 2012

 

 

 

December 31, 2012

 

(in thousands of dollars)

 

JEI(Parent)

 

Issuers

 

Guarantor
Subsidiaries

 

Non-Guarantor
Subsidiaries

 

Eliminations

 

Consolidated

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash

 

$

 

$

5,056

 

$

18,600

 

$

70

 

$

 

$

23,726

 

Restricted Cash

 

 

 

 

 

 

 

Accounts receivable, net

 

 

 

 

 

 

 

 

 

 

 

 

 

Oil and gas sales

 

 

 

29,684

 

 

 

29,684

 

Joint interest owners

 

 

 

21,876

 

 

 

21,876

 

Other

 

 

1,719

 

2,871

 

 

 

4,590

 

Commodity derivative assets

 

 

17,648

 

 

 

 

17,648

 

Other current assets

 

 

 

1,088

 

 

 

1,088

 

Deferred tax assets

 

 

 

 

 

 

 

Intercompany receivable

 

 

845,184

 

 

 

(845,184

)

 

Total current assets

 

 

869,607

 

74,119

 

70

 

(845,184

)

98,612

 

Oil and gas properties, net, at cost

 

 

 

 

 

 

 

 

 

 

 

 

 

under the successful efforts method

 

 

 

1,007,344

 

 

 

1,007,344

 

Other property, plant and equipment, net

 

 

 

2,568

 

830

 

 

3,398

 

Commodity derivative assets

 

 

25,199

 

 

 

 

25,199

 

Other assets

 

 

13,446

 

2,687

 

 

 

16,133

 

Deferred tax assets

 

 

 

 

 

 

 

Total assets

 

$

 

$

908,252

 

$

1,086,718

 

$

900

 

$

(845,184

)

$

1,150,686

 

Liabilities and Stockholders’ / Members’ Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

Trade accounts payable

 

$

 

$

116

 

$

37,920

 

$

 

$

 

$

38,036

 

Oil and gas sales payable

 

 

 

45,860

 

 

 

45,860

 

Accrued liabilities

 

 

110

 

5,145

 

 

 

5,255

 

Commodity derivative liabilities

 

 

4,035

 

 

 

 

4,035

 

Deferred tax liabilities

 

 

61

 

 

 

 

61

 

Asset retirement obligations

 

 

 

174

 

 

 

174

 

Intercompany payable

 

 

 

843,430

 

1,754

 

(845,184

)

 

Total current liabilities

 

 

4,322

 

932,529

 

1,754

 

(845,184

)

93,421

 

Long-term debt

 

 

610,000

 

 

 

 

610,000

 

Deferred revenue

 

 

 

 

 

 

 

Commodity derivative liabilities

 

 

7,657

 

 

 

 

7,657

 

Asset retirement obligations

 

 

 

9,332

 

 

 

9,332

 

Deferred tax liabilities

 

 

1,876

 

 

 

 

1,876

 

Total liabilities

 

 

623,855

 

941,861

 

1,754

 

(845,184

)

722,286

 

Commitments and contingencies (Note 10)

 

 

 

 

 

 

 

 

 

 

 

 

 

Stockholders’ / members’ equity

 

 

 

 

 

 

 

 

 

 

 

 

 

Members’ equity

 

 

284,397

 

144,857

 

(854

)

 

428,400

 

Stockholders’ / members’ equity

 

 

284,397

 

144,857

 

(854

)

 

428,400

 

Total stockholders’ / members’ equity

 

 

284,397

 

144,857

 

(854

)

 

428,400

 

Total liabilities and stockholders’ / members’ equity

 

$

 

$

908,252

 

$

1,086,718

 

$

900

 

$

(845,184

)

$

1,150,686

 

 

F-34



 

Jones Energy, Inc

 

Notes to Consolidated Financial Statements (Continued)

 

Jones Energy, Inc.

Consolidated Statements of Cash Flows

Years Ended December 31, 2013

 

 

 

Year Ended December 31, 2013

 

(in thousands of dollars)

 

JEI(Parent)

 

Issuers

 

Guarantor
Subsidiaries

 

Non-Guarantor
Subsidiaries

 

Eliminations

 

Consolidated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash flows from operating activities

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

(2,186

)

$

(37,047

)

$

58,705

 

$

(467

)

$

3,400

 

$

22,405

 

Adjustments to reconcile net income (loss) to net cash provided by operating activities

 

2,286

 

(189,393

)

331,265

 

733

 

(3,400

)

141,491

 

Net cash (used in) / provided by operations

 

100

 

(226,440

)

389,970

 

266

 

 

163,896

 

Cash flows from investing activities

 

 

 

 

 

 

 

 

 

 

 

 

 

Investment in subsidiary

 

(172,481

)

 

 

 

 

 

 

172,481

 

 

Additions to oil and gas properties

 

 

 

(197,618

)

 

 

 

 

(197,618

)

Acquisition of properties

 

 

 

(193,496

)

 

 

 

 

(193,496

)

Proceeds from sales of assets

 

 

 

963

 

644

 

 

 

1,607

 

Acquisition of other property, plant and equipment

 

 

 

(724

)

(910

)

 

 

(1,634

)

Current period settlements of matured derivative contracts

 

 

7,586

 

 

 

 

 

7,586

 

Change in restricted cash

 

 

 

(45

)

 

 

 

(45

)

Net cash (used in) / provided by investing

 

(172,481

)

7,586

 

(390,920

)

(266

)

172,481

 

(383,600

)

Cash flows from financing activities

 

 

 

 

 

 

 

 

 

 

 

 

 

Proceeds from investment by JEI

 

 

 

172,481

 

 

 

 

 

(172,481

)

 

Proceeds from issuance of long-term debt

 

 

220,000

 

 

 

 

 

220,000

 

Repayment under long-term debt

 

 

(172,000

)

 

 

 

 

(172,000

)

Payment of debt issuance costs

 

 

(683

)

 

 

 

 

(683

)

Proceeds from sale of common stock, net of expenses of $15.1 million

 

172,481

 

 

 

 

 

 

172,481

 

Net cash (used in) provided by financing

 

172,481

 

219,798

 

 

 

(172,481

)

219,798

 

Net increase (decrease) in cash

 

100

 

944

 

(950

)

 

 

94

 

Cash

 

 

 

 

 

 

 

 

 

 

 

 

 

Beginning of period

 

 

5,056

 

18,600

 

70

 

 

23,726

 

End of period

 

$

100

 

$

6,000

 

$

17,650

 

$

70

 

 

$

23,820

 

 

F-35



 

Jones Energy, Inc

 

Notes to Consolidated Financial Statements (Continued)

 

Jones Energy, Inc.

Consolidated Statements of Cash Flows

Years Ended December 31, 2012

 

 

 

Year Ended December 31, 2012

 

(in thousands of dollars)

 

JEI(Parent)

 

Issuers

 

Guarantor
Subsidiaries

 

Non-Guarantor
Subsidiaries

 

Consolidated

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash flows from operating activities

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

 

$

(11,057

)

$

8,857

 

$

(879

)

$

(3,079

)

Adjustments to reconcile net income (loss) to net cash provided by operating activities

 

 

 

(283,848

)

370,623

 

854

 

87,629

 

Net cash (used in) / provided by operations

 

 

(294,905

)

379,480

 

(25

)

84,550

 

Cash flows from investing activities

 

 

 

 

 

 

 

 

 

 

 

Additions to oil and gas properties

 

 

 

(125,493

)

 

(125,493

)

Acquisition of properties

 

 

 

(249,007

)

 

(249,007

)

Proceeds from sales of assets

 

 

 

9,158

 

 

9,158

 

Acquisition of other property, plant and equipment

 

 

 

(969

)

 

(969

)

Current period settlements of matured derivative contracts

 

 

28,675

 

 

 

28,675

 

Change in restricted cash

 

 

 

 

 

 

Net cash (used in) / provided by investing

 

 

28,675

 

(366,311

)

 

(337,636

)

Cash flows from financing activities

 

 

 

 

 

 

 

 

 

 

 

Proceeds from issuance of long-term debt

 

 

233,243

 

 

 

233,243

 

Repayment under long-term debt

 

 

(38,243

)

 

 

(38,243

)

Payment of debt issuance costs

 

 

(9,324

)

 

 

(9,324

)

Issuance of preferred units

 

 

85,000

 

 

 

85,000

 

Net cash provided by financing

 

 

270,676

 

 

 

270,676

 

Net increase (decrease) in cash

 

 

4,446

 

13,169

 

(25

)

17,590

 

Cash

 

 

 

 

 

 

 

 

 

 

 

Beginning of period

 

 

610

 

5,431

 

95

 

6,136

 

End of period

 

$

 

$

5,056

 

$

18,600

 

$

70

 

$

23,726

 

 

F-36



 

Jones Energy, Inc.

 

Supplemental Information on Oil and Gas Producing Activities (Unaudited)

 

Costs Incurred

 

Costs incurred for oil and gas property acquisitions, exploration and development for the last three years are as follows:

 

(in thousands of dollars)

 

2013

 

2012

 

2011

 

Property acquisitions:

 

 

 

 

 

 

 

Unproved

 

$

51,266

 

$

69,725

 

$

 

Proved

 

142,230

 

182,200

 

168,480

 

Exploration

 

1,710

 

356

 

780

 

Development

 

240,412

 

125,493

 

156,628

 

Asset retirement costs

 

1,822

 

662

 

418

 

Total costs incurred

 

$

437,440

 

$

378,436

 

$

326,306

 

 

Capitalized Costs

 

Capitalized costs for our oil and gas properties consisted of the following at the end of each of the following years:

 

(in thousands)

 

2013

 

2012

 

Unproved properties

 

$

114,457

 

$

137,254

 

Proved properties

 

1,568,564

 

1,127,285

 

 

 

1,683,021

 

1,264,539

 

Accumulated depletion and impairment

 

(370,470

)

(257,195

)

Net capitalized costs

 

$

1,312,551

 

$

1,007,344

 

 

Reserves

 

Users of this information should be aware that the process of estimating quantities of proved and proved developed oil and gas reserves (including natural gas liquids) is very complex, requiring significant subjective decisions in the evaluation of all available geological, engineering and economic data for each reservoir. The data for a given reservoir also may change substantially over time as a result of numerous factors, including additional development activity, evolving production history and continual reassessment of the viability of production under varying economic conditions. Consequently, material revisions to existing reserve estimates may occur from time to time.

 

The following tables set forth the Company’s total proved reserves and the changes in the Company’s total proved reserves. These reserve estimates are based in part on reports prepared by Cawley, Gillespie & Associates, Inc. (“Cawley Gillespie”), independent petroleum engineers, utilizing data compiled by us. In preparing its reports, Cawley Gillespie evaluated properties representing all of the Company’s proved reserves at December 31, 2013, 2012 and 2011. The Company’s proved reserves are located onshore in the United States. There are many uncertainties inherent in estimating proved reserve quantities, and projecting future production rates and the timing of future development expenditures. In addition, reserve estimates of new discoveries are more imprecise than those of properties with production history. Accordingly, these estimates are subject to change as additional information becomes available. Proved reserves are the estimated quantities of natural gas, natural gas liquids and oil that geoscience and engineering data demonstrate with reasonable certainty to be economically producible in future years from known oil and natural gas reservoirs under existing

 

F-37



 

economic conditions, operating methods and government regulations at the end of the respective years. Proved developed reserves are those reserves expected to be recovered through existing wells with existing equipment and operating methods.

 

 

 

Crude Oil
(MBbls)

 

NGL
(MBbls)

 

Natural Gas
(MMcf)

 

Total
(MBoe)(1)

 

Estimated Proved Reserves

 

 

 

 

 

 

 

 

 

December 31, 2010

 

5,991

 

9,953

 

108,634

 

34,050

 

Extensions and discoveries

 

2,419

 

7,881

 

50,310

 

18,685

 

Production

 

(811

)

(1,215

)

(11,438

)

(3,932

)

Purchases of minerals in place

 

378

 

18,182

 

117,489

 

38,142

 

Sales of minerals in place

 

(114

)

(201

)

(2,688

)

(763

)

Revisions of previous estimates

 

(423

)

6

 

(17,728

)

(3,372

)

December 31, 2011

 

7,440

 

34,606

 

244,579

 

82,810

 

Extensions and discoveries

 

286

 

1,766

 

11,727

 

4,007

 

Production

 

(742

)

(1,770

)

(13,980

)

(4,842

)

Purchases of minerals in place

 

6,056

 

5,799

 

36,842

 

17,995

 

Sales of minerals in place

 

(8

)

(53

)

(309

)

(113

)

Revisions of previous estimates

 

(492

)

(5,602

)

(50,779

)

(14,557

)

December 31, 2012

 

12,540

 

34,746

 

228,080

 

85,300

 

Extensions and discoveries

 

3,786

 

5,710

 

39,799

 

16,129

 

Production

 

(1,557

)

(1,724

)

(17,575

)

(6,210

)

Purchases of minerals in place

 

3,275

 

4,418

 

35,023

 

13,530

 

Sales of minerals in place

 

 

 

583

 

97

 

Revisions of previous estimates

 

(1,356

)

(10,235

)

(49,262

)

(19,801

)

December 31, 2013

 

16,688

 

32,915

 

236,648

 

89,045

 

 

Revision of previous estimates

 

For the year ended December 31, 2013, the Company had net negative revisions of 19,801 MBoe, of which 15,518 MBoe was related to the expiration of the Company’s JDA with Southridge. The remaining net negative revisions of 4,283 MBoe were due to a combination of production performance in the Cleveland and Woodford, prices and other changes.

 

For the year ended December 31, 2012, the Company had net negative revisions of 14,557 MBoe primarily due to the removal of certain proved undeveloped reserves in the Atoka formation, production performance in the Woodford formation and decreased gas prices in the Cleveland.

 

For the year ended December 31, 2011, the Company had net negative revisions of 3,372 MBoe primarily due to the removal of certain proved undeveloped reserves in the Granite Wash, Cleveland, and Atoka formations due to decreased gas prices. This was partially offset by the addition of certain

 

F-38



 

proved undeveloped reserves in the more liquid-rich area of the Cleveland formation due to increased oil prices.

 

 

 

Crude Oil
(MBbls)

 

NGL
(MBbls)

 

Natural Gas
(MMcf)

 

Total
(MBoe)(1)

 

Estimated Proved Reserves

 

 

 

 

 

 

 

 

 

December 31, 2011

 

 

 

 

 

 

 

 

 

Proved developed

 

2,535

 

14,020

 

110,433

 

34,961

 

Proved undeveloped

 

4,905

 

20,586

 

134,146

 

47,849

 

Total proved reserves

 

7,440

 

34,606

 

244,579

 

82,810

 

December 31, 2012

 

 

 

 

 

 

 

 

 

Proved developed

 

4,262

 

16,320

 

110,956

 

39,075

 

Proved undeveloped

 

8,278

 

18,426

 

117,124

 

46,225

 

Total proved reserves

 

12,540

 

34,746

 

228,080

 

85,300

 

December 31, 2013

 

 

 

 

 

 

 

 

 

Proved developed

 

7,129

 

19,101

 

139,623

 

49,501

 

Proved undeveloped

 

9,559

 

13,814

 

97,025

 

39,544

 

Total proved reserves

 

16,688

 

32,915

 

236,648

 

89,045

 

 


(1)                             Barrels of oil equivalent determined using the ratio of six Mcf of natural gas to one Bbl of crude oil or natural gas liquids.

 

Standardized Measure of Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves

 

The following information was developed utilizing procedures prescribed by FASB Accounting Standards Codification Topic 932, Extractive Industries—Oil and Gas (Topic 932). The “standardized measure of discounted future net cash flows” should not be viewed as representative of the current value of our proved oil and gas reserves. It and the other information contained in the following tables may be useful for certain comparative purposes, but should not be solely relied upon in evaluating the Company or its performance.

 

In reviewing the information that follows, the following factors should be taken into account:

 

·                  future costs and sales prices will probably differ from those required to be used in these calculations;

 

·                  actual production rates for future periods may vary significantly from the rates assumed in the calculations;

 

·                  future tax rates, deductions and credits are calculated under current laws, which may change in future years;

 

·                  a 10% discount rate may not be reasonable relative to risk inherent in realizing future net oil and natural gas revenues.

 

Under the standardized measure, future cash inflows were estimated by using the average of the historical unweighted first-day-of-the-month prices of oil and natural gas for the prior twelve month periods ended December 31, 2013, 2012 and 2011. Future cash inflows do not reflect the impact of open hedge positions. Future cash inflows were reduced by estimated future development and production costs based on year-end costs in order to arrive at net cash flows. Use of a 10% discount rate, first-day-of- the-month prices and year-end costs are required by ASC 932.

 

F-39



 

In general, management does not rely on the following information in making investment and operating decisions. Such decisions are based upon a wide range of factors, including estimates of probable as well as proved reserves and varying price and cost assumptions considered more representative of a range of possible outcomes.

 

The standardized measure of discounted future net cash flows from the Company’s estimated proved oil and natural gas reserves follows:

 

(in thousands)

 

2013

 

2012

 

2011

 

Future cash inflows

 

$

3,213,718

 

$

2,746,767

 

$

3,279,260

 

Less related future:

 

 

 

 

 

 

 

Production costs

 

(734,974

)

(612,054

)

(648,035

)

Development costs

 

(549,343

)

(529,692

)

(556,302

)

Income tax expenses

 

(129,497

)

 

 

Future net cash flows

 

1,799,904

 

1,605,021

 

2,074,923

 

10% annual discount for estimated timing of cash flows

 

(859,395

)

(823,001

)

(1,159,116

)

Standardized measure of discounted future net cash flows

 

$

940,509

 

$

782,020

 

$

915,807

 

 

A summary of the changes in the standardized measure of discounted future net cash flows applicable to proved natural gas and crude oil reserves follows:

 

(in thousands)

 

2013

 

2012

 

2011

 

Balance, beginning of period

 

$

782,020

 

$

915,807

 

$

354,507

 

Net change in sales and transfer prices, net of production expenses

 

77,280

 

(336,855

)

133,740

 

Changes in estimated future development costs

 

(9,706

)

67,495

 

3,391

 

Sales and transfers of oil and gas produced during the period

 

(224,739

)

(119,931

)

(139,600

)

Net change due to extensions and discoveries

 

239,844

 

37,723

 

298,299

 

Net change due to purchases of minerals in place

 

149,619

 

197,740

 

230,687

 

Net change due to sales of minerals in place

 

(337

)

(1,578

)

(10,969

)

Net change due to revisions in quantity estimates

 

(168,438

)

(144,901

)

(48,425

)

Previously estimated development costs incurred during the period

 

110,783

 

99,513

 

83,287

 

Net change in income taxes

 

(76,965

)

 

 

Accretion of discount

 

59,621

 

91,581

 

35,451

 

Other

 

1,527

 

(24,574

)

(24,561

)

Balance, end of period

 

$

940,509

 

$

782,020

 

$

915,807

 

 

F-40



 

Supplemental Quarterly Financial Information (Unaudited)

 

Following is a summary of the Company’s results of operations by quarter for the years ended December 31, 2013 and 2012.

 

 

 

2013

 

(in thousands except per share data)

 

First
Quarter

 

Second
Quarter

 

Third
Quarter

 

Fourth
Quarter

 

Full
Year

 

Revenues

 

$

55,480

 

$

64,526

 

$

68,851

 

$

70,312

 

$

259,169

 

Operating income

 

18,047

 

20,251

 

12,095

 

5,359

 

55,752

 

Net income (loss)

 

(1,452

)

48,417

 

(15,483

)

(9,077

)

22,405

 

Net income (loss) attributable to non-controlling interests

 

 

 

 

 

(14,623

)

(7,751

)

24,591

 

Net loss attributable to controlling interests

 

 

 

 

 

(860

)

(1,326

)

(2,186

)

Basic and diluted earnings per share

 

 

 

 

 

$

(0.07

)

$

(0.11

)

$

(0.17

)

 

 

 

2012

 

 

 

First
Quarter

 

Second
Quarter

 

Third
Quarter

 

Fourth
Quarter

 

Full
Year

 

Revenues

 

$

42,797

 

$

31,354

 

$

31,935

 

$

43,728

 

$

149,814

 

Operating income (loss)

 

12,989

 

1,852

 

(324

)

(9,677

)

4,840

 

Net income (loss)

 

15,323

 

26,803

 

(24,527

)

(20,678

)

(3,079

)

 

We identified an error in our previously issued financial statements which would have been material to our fourth quarter of 2013 if recorded as an out of period adjustment in such period. Therefore, we have revised our Supplemental Quarterly Financial Information for the quarters ended March 31, 2012, June 30, 2012, September 30, 2012, December 31, 2012, March 31, 2013, June 30, 2013 and September 30, 2013 to reflect additional interest expense on obligations that are unrelated to our credit agreements discussed in Note 6. These revisions had the effect of:

 

·                  decreasing net income (loss) by $0.1 million, $0.1 million, $0.2 million, $0.2 million, $0.2 million, $0.2 million, and $0.3 million for the quarters ended March 31, 2012, June 30, 2012, September 30, 2012, December 31, 2012, March 31, 2013, June 30, 2013 and September 30, 2013, respectively;

 

·                  decreasing net income (loss) attributable to non-controlling interests by $0.2 million, for each of the quarters ended March 31, 2013, June 30, 2013 and September 30, 2013; and

 

·                  decreasing net loss attributable to controlling interests by $39 thousand for the quarter ended September 30, 2013.

 

We have determined that these errors are not material to any of our previously issued interim or annual consolidated financial statements, therefore, no restatements have been made to the 2013 quarterly financial statements included in our previously filed Form 10-Qs for this matter. Additionally, revisions to the three month period ended March 31, 2013, the three and six month periods ended June 30, 2013 and the three and nine month periods ended September 30, 2013 will be made when they are next filed in the Company’s quarterly financial statements on Form 10-Q for the quarters ending March 31, 2014, June 30, 2014 and September 30, 2014, respectively.

 

F-41