UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): September 13, 2017
Jones Energy, Inc.
(Exact name of registrant as specified in its charter)
Delaware |
|
001-36006 |
|
80-0907968 |
(State or Other Jurisdiction of |
|
(Commission File |
|
(I.R.S. Employer Identification No.) |
807 Las Cimas Parkway, Suite 350 |
|
78746 |
(Address of Principal Executive Offices) |
|
(Zip Code) |
Registrants telephone number, including area code: (512) 328-2953
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. x
Item 8.01 Other Events.
Jones Energy, Inc. (the Company) is filing this Form 8-K solely to provide additional information regarding the revision of previously issued financial statements disclosed in its Quarterly Report on Form 10-Q as of and for the three months ended March 31, 2017 (the first quarter 2017 10-Q) filed with the Securities and Exchange Commission on May 5, 2017, and in its Current Report filed on Form 8-K as of and for the twelve months ended December 31, 2016 (the 2016 Form 8-K) filed with the Securities and Exchange Commission on June 8, 2017.
During the preparation of the condensed consolidating financial information of the Company and its subsidiaries as of and for the three and six month period ended June 30, 2017, it was determined that the Issuers Investment in subsidiaries and the related Eliminations at December 31, 2016 as filed in the Companys 2016 Form 8-K were improperly calculated and understated by $453.2 million. Additionally, it was determined that the Guarantor Subsidiaries Intercompany payable balances and the related Eliminations and the Issuers Intercompany receivable and the related Eliminations at December 31, 2016 as filed in the Companys 2016 Form 8-K were improperly calculated and overstated by $453.2 million and $80.0 million, respectively. In addition, it was determined that the Issuers Equity interest in income (loss) and the related Eliminations for the three and six month period ended June 30, 2016 as filed in the Companys Quarterly Report on Form 10-Q as of and for the six months ended June 30, 2016 (the second quarter 2016 Form 10-Q) were improperly calculated and understated by $35.7 million and $5.8 million, respectively. Lastly, it was determined that the Issuers Adjustments to reconcile net income (loss) to net cash provided by operating activities and the related Eliminations for the six month period ended June 30, 2016 as filed in the Companys second quarter 2016 Form 10-Q were improperly calculated and overstated by $5.8 million. The errors, which the Company has determined are not material to this disclosure, had no impact on the total assets of the Parent or the Guarantor Subsidiaries and are eliminated upon consolidation, and therefore have no impact on the Companys consolidated financial condition, results of operations or cash flows.
In its previously filed Quarterly Report on Form 10-Q as of and for the six month period ended June 30, 2017, the Company included a revised Condensed Consolidating Balance Sheet as of December 31, 2016, the Condensed Consolidating Statement of Operations for the three and six month period ended June 30, 2016 and the Condensed Consolidating Statement of Cash Flows for the six months ended June 30, 2016.
This Form 8-K should be read in conjunction with the Form 8-K filed on June 8, 2017 and the Form 10-Q filed on May 5, 2017. Filed herewith as Exhibit 99.1 and incorporated by reference herein are the Condensed Consolidating Statement of Operations and Condensed Consolidating Statement of Cash Flows for the twelve months ended December 31, 2016, the Condensed Consolidating Balance Sheet as of December 31, 2015, the Condensed Consolidating Statement of Operations and Condensed Consolidating Statement of Cash Flows for the twelve months ended December 31, 2015, the Condensed Consolidating Statement of Operations and Condensed Consolidating Statement of
Cash Flows for the twelve months ended December 31, 2014, the Condensed Consolidating Balance Sheet as of March 31, 2017, the Condensed Consolidating Statement of Operations and Condensed Consolidating Statement of Cash Flows for the three months ended March 31, 2017, and the Condensed Consolidating Statement of Operations and Condensed Consolidating Statement of Cash Flows for the three months ended March 31, 2016.
As a result of the errors in the preparation of the condensed consolidating financial information of the Company and its subsidiaries, it was determined that the Issuers Investment in subsidiaries and the related Eliminations at December 31, 2015 as filed in the Companys 2016 Form 8-K were improperly calculated and understated by $536.9 million. Additionally, it was determined that the Guarantor Subsidiaries Intercompany payable balances and the related Eliminations and the Issuers Intercompany receivable and the related Eliminations at December 31, 2015 as filed in the Companys 2016 Form 8-K were improperly calculated and overstated by $536.9 million and $317.4 million, respectively. Further, for the twelve month period ended December 31, 2016 as filed in the Companys 2016 Form 8-K, it was determined that the Issuers Equity interest in income (loss) and the related Eliminations were improperly calculated and understated by $42.6 million and that the Issuers Adjustments to reconcile net income (loss) to net cash provided by operating activities and the related Eliminations were improperly calculated and overstated by $42.6 million. For the twelve month period ended December 31, 2015 as filed in the Companys 2016 Form 8-K, it was determined that the Issuers Equity interest in income (loss) and the related Eliminations were improperly calculated and understated by $9.1 million and that the Issuers Adjustments to reconcile net income (loss) to net cash provided by operating activities and the related Eliminations were improperly calculated and overstated by $9.1 million. For the twelve month period ended December 31, 2014 as filed in the Companys 2016 Form 8-K, it was determined that the Issuers Equity interest in income (loss) and the related Eliminations were improperly calculated and overstated by $188.6 million and that the Issuers Adjustments to reconcile net income (loss) to net cash provided by operating activities and the related Eliminations were improperly calculated and understated by $188.6 million. The errors, which the Company has determined are not material to this disclosure, had no impact on the total assets of the Parent or the Guarantor Subsidiaries and are eliminated upon consolidation, and therefore have no impact on the Companys consolidated financial condition, results of operations or cash flows.
As a result of the errors in the preparation of the condensed consolidating financial information of the Company and its subsidiaries, it was determined that the Issuers Investment in subsidiaries and the related Eliminations at March 31, 2017 as filed in the Companys first quarter 2017 Form 10-Q were improperly calculated and understated by $450.5 million. Additionally, it was determined that the Guarantor Subsidiaries Intercompany payable balances and the related Eliminations and the Issuers Intercompany receivable and the related Eliminations at March 31, 2017 as filed in the Companys first quarter 2017 Form 10-Q were improperly calculated and overstated by $450.5 million and $58.1 million, respectively. It was further determined that the Issuers Equity interest in income (loss) and the related Eliminations for the three month periods ended March 31, 2017 and 2016 as filed in the Companys first quarter 2017 Form 10-Q were improperly calculated and understated by $2.1 million and overstated by $29.8 million, respectively. Lastly, it was determined that the Issuers Adjustments to reconcile net income (loss) to net cash provided by operating activities and the related Eliminations for the three month periods ended March 31, 2017 and 2016 as filed in the
Companys first quarter 2017 Form 10-Q were improperly calculated and overstated by $2.1 million and understated by $29.8 million, respectively. The errors, which the Company has determined are not material to this disclosure, had no impact on the total assets of the Parent or the Guarantor Subsidiaries and are eliminated upon consolidation, and therefore have no impact on the Companys consolidated financial condition, results of operations or cash flows.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. |
|
Description |
99.1 |
|
Revised Financial Statements |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
JONES ENERGY, INC. | |
|
| |
|
| |
Date: September 13, 2017 |
By: |
/s/ Robert J. Brooks |
|
|
Robert J. Brooks |
|
|
Executive Vice President and Chief Financial Officer |
Jones Energy, Inc.
Condensed Consolidating Statement of Operations (Unaudited)
Year Ended December 31, 2016
(in thousands of dollars) |
|
JEI (Parent) |
|
Issuers |
|
Guarantor |
|
Non-Guarantor |
|
Eliminations |
|
Consolidated |
| ||||||
Operating revenues |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Oil and gas sales |
|
$ |
|
|
$ |
|
|
$ |
124,877 |
|
$ |
|
|
$ |
|
|
$ |
124,877 |
|
Other revenues |
|
|
|
2,384 |
|
586 |
|
|
|
|
|
2,970 |
| ||||||
Total operating revenues |
|
|
|
2,384 |
|
125,463 |
|
|
|
|
|
127,847 |
| ||||||
Operating costs and expenses |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Lease operating |
|
|
|
|
|
32,640 |
|
|
|
|
|
32,640 |
| ||||||
Production and ad valorem taxes |
|
|
|
|
|
7,768 |
|
|
|
|
|
7,768 |
| ||||||
Exploration |
|
|
|
|
|
6,673 |
|
|
|
|
|
6,673 |
| ||||||
Depletion, depreciation and amortization |
|
|
|
|
|
153,843 |
|
87 |
|
|
|
153,930 |
| ||||||
Accretion of ARO liability |
|
|
|
|
|
1,263 |
|
|
|
|
|
1,263 |
| ||||||
General and administrative |
|
|
|
12,028 |
|
17,244 |
|
368 |
|
|
|
29,640 |
| ||||||
Other operating |
|
|
|
|
|
199 |
|
|
|
|
|
199 |
| ||||||
Total operating expenses |
|
|
|
12,028 |
|
219,630 |
|
455 |
|
|
|
232,113 |
| ||||||
Operating income (loss) |
|
|
|
(9,644 |
) |
(94,167 |
) |
(455 |
) |
|
|
(104,266 |
) | ||||||
Other income (expense) |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Interest expense |
|
|
|
(53,080 |
) |
(47 |
) |
|
|
|
|
(53,127 |
) | ||||||
Gain on debt extinguishment |
|
|
|
99,530 |
|
|
|
|
|
|
|
99,530 |
| ||||||
Net gain (loss) on commodity derivatives |
|
|
|
(51,264 |
) |
|
|
|
|
|
|
(51,264 |
) | ||||||
Other income (expense) |
|
784 |
|
(321 |
) |
73 |
|
|
|
|
|
536 |
| ||||||
Other income (expense), net |
|
784 |
|
(5,135 |
) |
26 |
|
|
|
|
|
(4,325 |
) | ||||||
Income (loss) before income tax |
|
784 |
|
(14,779 |
) |
(94,141 |
) |
(455 |
) |
|
|
(108,591 |
) | ||||||
Equity interest in income |
|
(66,804 |
) |
(42,571 |
) |
|
|
|
|
109,375 |
|
|
| ||||||
Income tax provision (benefit) |
|
(23,468 |
) |
(318 |
) |
|
|
|
|
|
|
(23,786 |
) | ||||||
Net income (loss) |
|
(42,552 |
) |
(57,032 |
) |
(94,141 |
) |
(455 |
) |
109,375 |
|
(84,805 |
) | ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Net income (loss) attributable to non-controlling interests |
|
|
|
|
|
|
|
|
|
(42,253 |
) |
(42,253 |
) | ||||||
Net income (loss) attributable to controlling interests |
|
$ |
(42,552 |
) |
$ |
(57,032 |
) |
$ |
(94,141 |
) |
$ |
(455 |
) |
$ |
151,628 |
|
$ |
(42,552 |
) |
Dividends and accretion on preferred stock |
|
(2,669 |
) |
|
|
|
|
|
|
|
|
(2,669 |
) | ||||||
Net income (loss) attributable to common shareholders |
|
$ |
(45,221 |
) |
$ |
(57,032 |
) |
$ |
(94,141 |
) |
$ |
(455 |
) |
$ |
151,628 |
|
$ |
(45,221 |
) |
Jones Energy, Inc.
Condensed Consolidating Statement of Cash Flows (Unaudited)
Year Ended December 31, 2016
(in thousands of dollars) |
|
JEI (Parent) |
|
Issuers |
|
Guarantor |
|
Non-Guarantor |
|
Eliminations |
|
Consolidated |
| ||||||
Cash flows from operating activities |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Net income (loss) |
|
$ |
(42,552 |
) |
$ |
(57,032 |
) |
$ |
(94,141 |
) |
$ |
(455 |
) |
$ |
109,375 |
|
$ |
(84,805 |
) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities |
|
(105,877 |
) |
(28,124 |
) |
353,426 |
|
455 |
|
(109,375 |
) |
110,505 |
| ||||||
Net cash (used in) / provided by operations |
|
(148,429 |
) |
(85,156 |
) |
259,285 |
|
|
|
|
|
25,700 |
| ||||||
Cash flows from investing activities |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Additions to oil and gas properties |
|
|
|
|
|
(264,462 |
) |
|
|
|
|
(264,462 |
) | ||||||
Proceeds from sales of assets |
|
|
|
|
|
1,645 |
|
|
|
|
|
1,645 |
| ||||||
Acquisition of other property, plant and equipment |
|
|
|
|
|
(310 |
) |
|
|
|
|
(310 |
) | ||||||
Current period settlements of matured derivative contracts |
|
|
|
132,265 |
|
|
|
|
|
|
|
132,265 |
| ||||||
Net cash (used in) / provided by investing |
|
|
|
132,265 |
|
(263,127 |
) |
|
|
|
|
(130,862 |
) | ||||||
Cash flows from financing activities |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Proceeds from issuance of long-term debt |
|
|
|
130,000 |
|
|
|
|
|
|
|
130,000 |
| ||||||
Repayment under long-term debt |
|
|
|
(62,000 |
) |
|
|
|
|
|
|
(62,000 |
) | ||||||
Purchase of senior notes |
|
|
|
(84,589 |
) |
|
|
|
|
|
|
(84,589 |
) | ||||||
Payment of dividends on preferred stock |
|
(1,615 |
) |
|
|
|
|
|
|
|
|
(1,615 |
) | ||||||
Net distributions paid to JEH unitholders |
|
23,674 |
|
(40,993 |
) |
|
|
|
|
|
|
(17,319 |
) | ||||||
Proceeds from sale of common stock |
|
65,446 |
|
|
|
|
|
|
|
|
|
65,446 |
| ||||||
Proceeds from sale of preferred stock |
|
87,988 |
|
|
|
|
|
|
|
|
|
87,988 |
| ||||||
Net cash (used in) / provided by financing |
|
175,493 |
|
(57,582 |
) |
|
|
|
|
|
|
117,911 |
| ||||||
Net increase (decrease) in cash |
|
27,064 |
|
(10,473 |
) |
(3,842 |
) |
|
|
|
|
12,749 |
| ||||||
Cash |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Beginning of period |
|
100 |
|
12,448 |
|
9,325 |
|
20 |
|
|
|
21,893 |
| ||||||
End of period |
|
$ |
27,164 |
|
$ |
1,975 |
|
$ |
5,483 |
|
$ |
20 |
|
$ |
|
|
$ |
34,642 |
|
Jones Energy, Inc.
Condensed Consolidating Balance Sheet (Unaudited)
December 31, 2015
|
|
|
|
|
|
Guarantor |
|
Non-Guarantor |
|
|
|
|
| ||||||
(in thousands of dollars) |
|
JEI (Parent) |
|
Issuers |
|
Subsidiaries |
|
Subsidiaries |
|
Eliminations |
|
Consolidated |
| ||||||
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Current assets |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Cash |
|
$ |
100 |
|
$ |
12,448 |
|
$ |
9,325 |
|
$ |
20 |
|
$ |
|
|
$ |
21,893 |
|
Accounts receivable, net |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Oil and gas sales |
|
|
|
|
|
19,292 |
|
|
|
|
|
19,292 |
| ||||||
Joint interest owners |
|
|
|
|
|
11,314 |
|
|
|
|
|
11,314 |
| ||||||
Other |
|
|
|
14,444 |
|
726 |
|
|
|
|
|
15,170 |
| ||||||
Commodity derivative assets |
|
|
|
124,207 |
|
|
|
|
|
|
|
124,207 |
| ||||||
Other current assets |
|
|
|
444 |
|
1,854 |
|
|
|
|
|
2,298 |
| ||||||
Intercompany receivable |
|
12,866 |
|
844,550 |
|
|
|
|
|
(857,416 |
) |
|
| ||||||
Total current assets |
|
12,966 |
|
996,093 |
|
42,511 |
|
20 |
|
(857,416 |
) |
194,174 |
| ||||||
Oil and gas properties, net, at cost under the successful efforts method |
|
|
|
|
|
1,635,766 |
|
|
|
|
|
1,635,766 |
| ||||||
Other property, plant and equipment, net |
|
|
|
|
|
3,168 |
|
705 |
|
|
|
3,873 |
| ||||||
Commodity derivative assets |
|
|
|
93,302 |
|
|
|
|
|
|
|
93,302 |
| ||||||
Other assets |
|
|
|
7,456 |
|
583 |
|
|
|
|
|
8,039 |
| ||||||
Investment in subsidiaries |
|
444,362 |
|
536,856 |
|
|
|
|
|
(981,218 |
) |
|
| ||||||
Total assets |
|
$ |
457,328 |
|
$ |
1,633,707 |
|
$ |
1,682,028 |
|
$ |
725 |
|
$ |
(1,838,634 |
) |
$ |
1,935,154 |
|
Liabilities and Stockholders Equity |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Current liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Trade accounts payable |
|
$ |
|
|
$ |
388 |
|
$ |
7,079 |
|
$ |
|
|
$ |
|
|
$ |
7,467 |
|
Oil and gas sales payable |
|
|
|
|
|
32,408 |
|
|
|
|
|
32,408 |
| ||||||
Accrued liabilities |
|
|
|
15,741 |
|
11,270 |
|
|
|
|
|
27,011 |
| ||||||
Commodity derivative liabilities |
|
|
|
11 |
|
|
|
|
|
|
|
11 |
| ||||||
Other current liabilities |
|
|
|
|
|
679 |
|
|
|
|
|
679 |
| ||||||
Intercompany payable |
|
|
|
|
|
854,982 |
|
2,434 |
|
(857,416 |
) |
|
| ||||||
Total current liabilities |
|
|
|
16,140 |
|
906,418 |
|
2,434 |
|
(857,416 |
) |
67,576 |
| ||||||
Long-term debt |
|
|
|
837,654 |
|
|
|
|
|
|
|
837,654 |
| ||||||
Deferred revenue |
|
|
|
11,417 |
|
|
|
|
|
|
|
11,417 |
| ||||||
Asset retirement obligations |
|
|
|
|
|
20,301 |
|
|
|
|
|
20,301 |
| ||||||
Liability under tax receivable agreement |
|
38,052 |
|
|
|
|
|
|
|
|
|
38,052 |
| ||||||
Other liabilities |
|
|
|
|
|
330 |
|
|
|
|
|
330 |
| ||||||
Deferred tax liabilities |
|
19,280 |
|
3,692 |
|
|
|
|
|
|
|
22,972 |
| ||||||
Total liabilities |
|
57,332 |
|
868,903 |
|
927,049 |
|
2,434 |
|
(857,416 |
) |
998,302 |
| ||||||
Stockholders/ members equity |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Members equity |
|
|
|
764,804 |
|
754,979 |
|
(1,709 |
) |
(1,518,074 |
) |
|
| ||||||
Class A common stock, $0.001 par value; 30,573,509 shares issued and 30,550,907 shares outstanding at December 31, 2015 |
|
31 |
|
|
|
|
|
|
|
|
|
31 |
| ||||||
Class B common stock, $0.001 par value; 31,273,130 shares issued and outstanding at December 31, 2015 |
|
31 |
|
|
|
|
|
|
|
|
|
31 |
| ||||||
Treasury stock, at cost: 22,602 shares at December 31, 2015 |
|
(358 |
) |
|
|
|
|
|
|
|
|
(358 |
) | ||||||
Additional paid-in-capital |
|
363,723 |
|
|
|
|
|
|
|
|
|
363,723 |
| ||||||
Retained earnings (deficit) |
|
36,569 |
|
|
|
|
|
|
|
|
|
36,569 |
| ||||||
Stockholders equity |
|
399,996 |
|
764,804 |
|
754,979 |
|
(1,709 |
) |
(1,518,074 |
) |
399,996 |
| ||||||
Non-controlling interest |
|
|
|
|
|
|
|
|
|
536,856 |
|
536,856 |
| ||||||
Total stockholders equity |
|
399,996 |
|
764,804 |
|
754,979 |
|
(1,709 |
) |
(981,218 |
) |
936,852 |
| ||||||
Total liabilities and stockholders equity |
|
$ |
457,328 |
|
$ |
1,633,707 |
|
$ |
1,682,028 |
|
$ |
725 |
|
$ |
(1,838,634 |
) |
$ |
1,935,154 |
|
Jones Energy, Inc.
Condensed Consolidating Statement of Operations (Unaudited)
Year Ended December 31, 2015
|
|
|
|
|
|
Guarantor |
|
Non-Guarantor |
|
|
|
|
| ||||||
(in thousands of dollars) |
|
JEI (Parent) |
|
Issuers |
|
Subsidiaries |
|
Subsidiaries |
|
Eliminations |
|
Consolidated |
| ||||||
Operating revenues |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Oil and gas sales |
|
$ |
|
|
$ |
|
|
$ |
194,555 |
|
$ |
|
|
$ |
|
|
$ |
194,555 |
|
Other revenues |
|
|
|
1,960 |
|
884 |
|
|
|
|
|
2,844 |
| ||||||
Total operating revenues |
|
|
|
1,960 |
|
195,439 |
|
|
|
|
|
197,399 |
| ||||||
Operating costs and expenses |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Lease operating |
|
|
|
|
|
41,027 |
|
|
|
|
|
41,027 |
| ||||||
Production and ad valorem taxes |
|
|
|
|
|
12,130 |
|
|
|
|
|
12,130 |
| ||||||
Exploration |
|
|
|
|
|
6,551 |
|
|
|
|
|
6,551 |
| ||||||
Depletion, depreciation and amortization |
|
|
|
|
|
205,407 |
|
91 |
|
|
|
205,498 |
| ||||||
Accretion of ARO liability |
|
|
|
|
|
1,087 |
|
|
|
|
|
1,087 |
| ||||||
General and administrative |
|
|
|
13,565 |
|
19,707 |
|
116 |
|
|
|
33,388 |
| ||||||
Other operating |
|
|
|
|
|
4,188 |
|
|
|
|
|
4,188 |
| ||||||
Total operating expenses |
|
|
|
13,565 |
|
290,097 |
|
207 |
|
|
|
303,869 |
| ||||||
Operating income (loss) |
|
|
|
(11,605 |
) |
(94,658 |
) |
(207 |
) |
|
|
(106,470 |
) | ||||||
Other income (expense) |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Interest expense |
|
|
|
(63,160 |
) |
(1,298 |
) |
|
|
|
|
(64,458 |
) | ||||||
Net gain (loss) on commodity derivatives |
|
|
|
158,753 |
|
|
|
|
|
|
|
158,753 |
| ||||||
Other income (expense) |
|
1,984 |
|
(1,663 |
) |
(4 |
) |
|
|
|
|
317 |
| ||||||
Other income (expense), net |
|
1,984 |
|
93,930 |
|
(1,302 |
) |
|
|
|
|
94,612 |
| ||||||
Income (loss) before income tax |
|
1,984 |
|
82,325 |
|
(95,960 |
) |
(207 |
) |
|
|
(11,858 |
) | ||||||
Equity interest in income |
|
(4,728 |
) |
(9,114 |
) |
|
|
|
|
13,842 |
|
|
| ||||||
Income tax provision (benefit) |
|
(363 |
) |
(2,418 |
) |
|
|
|
|
|
|
(2,781 |
) | ||||||
Net income (loss) |
|
(2,381 |
) |
75,629 |
|
(95,960 |
) |
(207 |
) |
13,842 |
|
(9,077 |
) | ||||||
Net income (loss) attributable to non-controlling interests |
|
|
|
|
|
|
|
|
|
(6,696 |
) |
(6,696 |
) | ||||||
Net income (loss) attributable to controlling interests |
|
$ |
(2,381 |
) |
$ |
75,629 |
|
$ |
(95,960 |
) |
$ |
(207 |
) |
$ |
20,538 |
|
$ |
(2,381 |
) |
Jones Energy, Inc.
Condensed Consolidating Statement of Cash Flows (Unaudited)
Year Ended December 31, 2015
|
|
|
|
|
|
Guarantor |
|
Non-Guarantor |
|
|
|
|
| ||||||
(in thousands of dollars) |
|
JEI (Parent) |
|
Issuers |
|
Subsidiaries |
|
Subsidiaries |
|
Eliminations |
|
Consolidated |
| ||||||
Cash flows from operating activities |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Net income (loss) |
|
$ |
(2,381 |
) |
$ |
75,629 |
|
$ |
(95,960 |
) |
$ |
(207 |
) |
$ |
13,842 |
|
$ |
(9,077 |
) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities |
|
(120,398 |
) |
(193,245 |
) |
405,214 |
|
197 |
|
(13,842 |
) |
77,926 |
| ||||||
Net cash (used in) / provided by operations |
|
(122,779 |
) |
(117,616 |
) |
309,254 |
|
(10 |
) |
|
|
68,849 |
| ||||||
Cash flows from investing activities |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Additions to oil and gas properties |
|
|
|
|
|
(311,305 |
) |
|
|
|
|
(311,305 |
) | ||||||
Proceeds from sales of assets |
|
|
|
|
|
41 |
|
|
|
|
|
41 |
| ||||||
Acquisition of other property, plant and equipment |
|
|
|
|
|
(1,101 |
) |
|
|
|
|
(1,101 |
) | ||||||
Current period settlements of matured derivative contracts |
|
|
|
144,145 |
|
|
|
|
|
|
|
144,145 |
| ||||||
Net cash (used in) / provided by investing |
|
|
|
144,145 |
|
(312,365 |
) |
|
|
|
|
(168,220 |
) | ||||||
Cash flows from financing activities |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Proceeds from issuance of long-term debt |
|
|
|
85,000 |
|
|
|
|
|
|
|
85,000 |
| ||||||
Repayment under long-term debt |
|
|
|
(335,000 |
) |
|
|
|
|
|
|
(335,000 |
) | ||||||
Proceeds from senior notes |
|
|
|
236,475 |
|
|
|
|
|
|
|
236,475 |
| ||||||
Payment of debt issuance costs |
|
|
|
(1,556 |
) |
|
|
|
|
|
|
(1,556 |
) | ||||||
Proceeds from sale of common stock, net of expense |
|
122,779 |
|
|
|
|
|
|
|
|
|
122,779 |
| ||||||
Net cash (used in) / provided by financing |
|
122,779 |
|
(15,081 |
) |
|
|
|
|
|
|
107,698 |
| ||||||
Net increase (decrease) in cash |
|
|
|
11,448 |
|
(3,111 |
) |
(10 |
) |
|
|
8,327 |
| ||||||
Cash |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Beginning of period |
|
100 |
|
1,000 |
|
12,436 |
|
30 |
|
|
|
13,566 |
| ||||||
End of period |
|
$ |
100 |
|
$ |
12,448 |
|
$ |
9,325 |
|
$ |
20 |
|
$ |
|
|
$ |
21,893 |
|
Jones Energy, Inc.
Condensed Consolidating Statement of Operations (Unaudited)
Year Ended December 31, 2014
|
|
|
|
|
|
Guarantor |
|
Non-Guarantor |
|
|
|
|
| ||||||
(in thousands of dollars) |
|
JEI (Parent) |
|
Issuers |
|
Subsidiaries |
|
Subsidiaries |
|
Eliminations |
|
Consolidated |
| ||||||
Operating revenues |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Oil and gas sales |
|
$ |
|
|
$ |
|
|
$ |
378,401 |
|
$ |
|
|
$ |
|
|
$ |
378,401 |
|
Other revenues |
|
|
|
1,154 |
|
1,042 |
|
|
|
|
|
2,196 |
| ||||||
Total operating revenues |
|
|
|
1,154 |
|
379,443 |
|
|
|
|
|
380,597 |
| ||||||
Operating costs and expenses |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Lease operating |
|
|
|
|
|
37,760 |
|
|
|
|
|
37,760 |
| ||||||
Production and ad valorem taxes |
|
|
|
|
|
22,556 |
|
|
|
|
|
22,556 |
| ||||||
Exploration |
|
|
|
|
|
3,453 |
|
|
|
|
|
3,453 |
| ||||||
Depletion, depreciation and amortization |
|
|
|
|
|
181,578 |
|
91 |
|
|
|
181,669 |
| ||||||
Accretion of ARO liability |
|
|
|
|
|
770 |
|
|
|
|
|
770 |
| ||||||
General and administrative |
|
|
|
4,493 |
|
21,181 |
|
89 |
|
|
|
25,763 |
| ||||||
Total operating expenses |
|
|
|
4,493 |
|
267,298 |
|
180 |
|
|
|
271,971 |
| ||||||
Operating income (loss) |
|
|
|
(3,339 |
) |
112,145 |
|
(180 |
) |
|
|
108,626 |
| ||||||
Other income (expense) |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Interest expense |
|
|
|
(40,365 |
) |
(1,510 |
) |
|
|
|
|
(41,875 |
) | ||||||
Net gain (loss) on commodity derivatives |
|
|
|
189,641 |
|
|
|
|
|
|
|
189,641 |
| ||||||
Other income (expense) |
|
|
|
(4,851 |
) |
297 |
|
|
|
|
|
(4,554 |
) | ||||||
Other income (expense), net |
|
|
|
144,425 |
|
(1,213 |
) |
|
|
|
|
143,212 |
| ||||||
Income (loss) before income tax |
|
|
|
141,086 |
|
110,932 |
|
(180 |
) |
|
|
251,838 |
| ||||||
Equity interest in income |
|
63,197 |
|
188,641 |
|
|
|
|
|
(251,838 |
) |
|
| ||||||
Income tax provision (benefit) |
|
22,061 |
|
4,157 |
|
|
|
|
|
|
|
26,218 |
| ||||||
Net income (loss) |
|
41,136 |
|
325,570 |
|
110,932 |
|
(180 |
) |
(251,838 |
) |
225,620 |
| ||||||
Net income (loss) attributable to non-controlling interests |
|
|
|
|
|
|
|
|
|
184,484 |
|
184,484 |
| ||||||
Net income (loss) attributable to controlling interests |
|
$ |
41,136 |
|
$ |
325,570 |
|
$ |
110,932 |
|
$ |
(180 |
) |
$ |
(436,322 |
) |
$ |
41,136 |
|
Jones Energy, Inc.
Condensed Consolidating Statement of Cash Flows (Unaudited)
Year Ended December 31, 2014
(in thousands of dollars) |
|
JEI (Parent) |
|
Issuers |
|
Guarantor |
|
Non- |
|
Eliminations |
|
Consolidated |
| ||||||
Cash flows from operating activities |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Net income (loss) |
|
$ |
41,136 |
|
$ |
325,570 |
|
$ |
110,932 |
|
$ |
(180 |
) |
$ |
(251,838 |
) |
$ |
225,620 |
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities |
|
(40,778 |
) |
(515,500 |
) |
343,999 |
|
140 |
|
251,838 |
|
39,699 |
| ||||||
Net cash (used in) / provided by operations |
|
358 |
|
(189,930 |
) |
454,931 |
|
(40 |
) |
|
|
265,319 |
| ||||||
Cash flows from investing activities |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Additions to oil and gas properties |
|
|
|
|
|
(474,619 |
) |
|
|
|
|
(474,619 |
) | ||||||
Net adjustments to purchase price of properties acquired |
|
|
|
|
|
15,709 |
|
|
|
|
|
15,709 |
| ||||||
Proceeds from sales of assets |
|
|
|
|
|
448 |
|
|
|
|
|
448 |
| ||||||
Acquisition of other property, plant and equipment |
|
|
|
|
|
(1,683 |
) |
|
|
|
|
(1,683 |
) | ||||||
Current period settlements of matured derivative contracts |
|
|
|
(3,654 |
) |
|
|
|
|
|
|
(3,654 |
) | ||||||
Net cash (used in) / provided by investing |
|
|
|
(3,654 |
) |
(460,145 |
) |
|
|
|
|
(463,799 |
) | ||||||
Cash flows from financing activities |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Proceeds from issuance of long-term debt |
|
|
|
170,000 |
|
|
|
|
|
|
|
170,000 |
| ||||||
Repayment under long-term debt |
|
|
|
(468,000 |
) |
|
|
|
|
|
|
(468,000 |
) | ||||||
Proceeds from senior notes |
|
|
|
500,000 |
|
|
|
|
|
|
|
500,000 |
| ||||||
Payment of debt issuance costs |
|
|
|
(13,416 |
) |
|
|
|
|
|
|
(13,416 |
) | ||||||
Purchases of treasury stock |
|
(358 |
) |
|
|
|
|
|
|
|
|
(358 |
) | ||||||
Net cash (used in) / provided by financing |
|
(358 |
) |
188,584 |
|
|
|
|
|
|
|
188,226 |
| ||||||
Net increase (decrease) in cash |
|
|
|
(5,000 |
) |
(5,214 |
) |
(40 |
) |
|
|
(10,254 |
) | ||||||
Cash |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Beginning of period |
|
100 |
|
6,000 |
|
17,650 |
|
70 |
|
|
|
23,820 |
| ||||||
End of period |
|
$ |
100 |
|
$ |
1,000 |
|
$ |
12,436 |
|
$ |
30 |
|
$ |
|
|
$ |
13,566 |
|
Jones Energy, Inc.
Condensed Consolidating Balance Sheet (Unaudited)
March 31, 2017
(in thousands of dollars) |
|
JEI (Parent) |
|
Issuers |
|
Guarantor |
|
Non-Guarantor |
|
Eliminations |
|
Consolidated |
| ||||||
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Current assets |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Cash |
|
$ |
4,781 |
|
$ |
239 |
|
$ |
3,668 |
|
$ |
20 |
|
$ |
|
|
$ |
8,708 |
|
Accounts receivable, net |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Oil and gas sales |
|
|
|
|
|
25,787 |
|
|
|
|
|
25,787 |
| ||||||
Joint interest owners |
|
|
|
|
|
6,533 |
|
|
|
|
|
6,533 |
| ||||||
Other |
|
|
|
3,907 |
|
311 |
|
|
|
|
|
4,218 |
| ||||||
Commodity derivative assets |
|
|
|
30,101 |
|
|
|
|
|
|
|
30,101 |
| ||||||
Other current assets |
|
342 |
|
224 |
|
6,712 |
|
|
|
|
|
7,278 |
| ||||||
Intercompany receivable |
|
17,581 |
|
1,117,801 |
|
|
|
|
|
(1,135,382 |
) |
|
| ||||||
Total current assets |
|
22,704 |
|
1,152,272 |
|
43,011 |
|
20 |
|
(1,135,382 |
) |
82,625 |
| ||||||
Oil and gas properties, net, at cost under the successful efforts method |
|
|
|
|
|
1,764,947 |
|
|
|
|
|
1,764,947 |
| ||||||
Other property, plant and equipment, net |
|
|
|
|
|
2,325 |
|
595 |
|
|
|
2,920 |
| ||||||
Commodity derivative assets |
|
|
|
17,767 |
|
|
|
|
|
|
|
17,767 |
| ||||||
Other assets |
|
|
|
4,867 |
|
895 |
|
|
|
|
|
5,762 |
| ||||||
Investment in subsidiaries |
|
548,561 |
|
450,547 |
|
|
|
|
|
(999,108 |
) |
|
| ||||||
Total assets |
|
$ |
571,265 |
|
$ |
1,625,453 |
|
$ |
1,811,178 |
|
$ |
615 |
|
$ |
(2,134,490 |
) |
$ |
1,874,021 |
|
Liabilities and Stockholders Equity |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Current liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Trade accounts payable |
|
$ |
31 |
|
$ |
29 |
|
$ |
55,697 |
|
$ |
|
|
$ |
|
|
$ |
55,757 |
|
Oil and gas sales payable |
|
|
|
|
|
28,112 |
|
|
|
|
|
28,112 |
| ||||||
Accrued liabilities |
|
58 |
|
14,813 |
|
10,077 |
|
|
|
|
|
24,948 |
| ||||||
Commodity derivative liabilities |
|
|
|
8,717 |
|
|
|
|
|
|
|
8,717 |
| ||||||
Other current liabilities |
|
639 |
|
1,984 |
|
600 |
|
|
|
|
|
3,223 |
| ||||||
Intercompany payable |
|
|
|
|
|
1,132,533 |
|
2,849 |
|
(1,135,382 |
) |
|
| ||||||
Total current liabilities |
|
728 |
|
25,543 |
|
1,227,019 |
|
2,849 |
|
(1,135,382 |
) |
120,757 |
| ||||||
Long-term debt |
|
|
|
701,586 |
|
|
|
|
|
|
|
701,586 |
| ||||||
Deferred revenue |
|
|
|
6,591 |
|
|
|
|
|
|
|
6,591 |
| ||||||
Commodity derivative liabilities |
|
|
|
178 |
|
|
|
|
|
|
|
178 |
| ||||||
Asset retirement obligations |
|
|
|
|
|
20,035 |
|
|
|
|
|
20,035 |
| ||||||
Liability under tax receivable agreement |
|
41,720 |
|
|
|
|
|
|
|
|
|
41,720 |
| ||||||
Other liabilities |
|
|
|
316 |
|
633 |
|
|
|
|
|
949 |
| ||||||
Deferred tax liabilities |
|
85 |
|
2,841 |
|
|
|
|
|
|
|
2,926 |
| ||||||
Total liabilities |
|
42,533 |
|
737,055 |
|
1,247,687 |
|
2,849 |
|
(1,135,382 |
) |
894,742 |
| ||||||
Mezzanine equity |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Series A preferred stock, $0.001 par value; 1,840,000 shares issued and outstanding at March 31, 2017 |
|
89,162 |
|
|
|
|
|
|
|
|
|
89,162 |
| ||||||
Stockholders/ members equity |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Members equity |
|
|
|
888,398 |
|
563,491 |
|
(2,234 |
) |
(1,449,655 |
) |
|
| ||||||
Class A common stock, $0.001 par value; 63,395,635 shares issued and 63,373,033 shares outstanding at March 31, 2017 |
|
63 |
|
|
|
|
|
|
|
|
|
63 |
| ||||||
Class B common stock, $0.001 par value; 29,832,098 shares issued and outstanding at March 31, 2017 |
|
30 |
|
|
|
|
|
|
|
|
|
30 |
| ||||||
Treasury stock, at cost: 22,602 shares at March 31, 2017 |
|
(358 |
) |
|
|
|
|
|
|
|
|
(358 |
) | ||||||
Additional paid-in-capital |
|
470,107 |
|
|
|
|
|
|
|
|
|
470,107 |
| ||||||
Retained earnings (deficit) |
|
(30,272 |
) |
|
|
|
|
|
|
|
|
(30,272 |
) | ||||||
Stockholders equity |
|
439,570 |
|
888,398 |
|
563,491 |
|
(2,234 |
) |
(1,449,655 |
) |
439,570 |
| ||||||
Non-controlling interest |
|
|
|
|
|
|
|
|
|
450,547 |
|
450,547 |
| ||||||
Total stockholders equity |
|
439,570 |
|
888,398 |
|
563,491 |
|
(2,234 |
) |
(999,108 |
) |
890,117 |
| ||||||
Total liabilities and stockholders equity |
|
$ |
571,265 |
|
$ |
1,625,453 |
|
$ |
1,811,178 |
|
$ |
615 |
|
$ |
(2,134,490 |
) |
$ |
1,874,021 |
|
Jones Energy, Inc.
Condensed Consolidating Statement of Operations (Unaudited)
Three Months Ended March 31, 2017
|
|
|
|
|
|
Guarantor |
|
Non-Guarantor |
|
|
|
|
| ||||||
(in thousands of dollars) |
|
JEI (Parent) |
|
Issuers |
|
Subsidiaries |
|
Subsidiaries |
|
Eliminations |
|
Consolidated |
| ||||||
Operating revenues |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Oil and gas sales |
|
$ |
|
|
$ |
|
|
$ |
40,677 |
|
$ |
|
|
$ |
|
|
$ |
40,677 |
|
Other revenues |
|
|
|
458 |
|
98 |
|
|
|
|
|
556 |
| ||||||
Total operating revenues |
|
|
|
458 |
|
40,775 |
|
|
|
|
|
41,233 |
| ||||||
Operating costs and expenses |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Lease operating |
|
|
|
|
|
8,806 |
|
|
|
|
|
8,806 |
| ||||||
Production and ad valorem taxes |
|
|
|
|
|
(906 |
) |
|
|
|
|
(906 |
) | ||||||
Exploration |
|
|
|
|
|
2,944 |
|
|
|
|
|
2,944 |
| ||||||
Depletion, depreciation and amortization |
|
|
|
|
|
35,631 |
|
23 |
|
|
|
35,654 |
| ||||||
Accretion of ARO liability |
|
|
|
|
|
201 |
|
|
|
|
|
201 |
| ||||||
General and administrative |
|
|
|
2,993 |
|
5,004 |
|
44 |
|
|
|
8,041 |
| ||||||
Total operating expenses |
|
|
|
2,993 |
|
51,680 |
|
67 |
|
|
|
54,740 |
| ||||||
Operating income (loss) |
|
|
|
(2,535 |
) |
(10,905 |
) |
(67 |
) |
|
|
(13,507 |
) | ||||||
Other income (expense) |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Interest expense |
|
|
|
(12,814 |
) |
(73 |
) |
|
|
|
|
(12,887 |
) | ||||||
Net gain (loss) on commodity derivatives |
|
|
|
22,320 |
|
|
|
|
|
|
|
22,320 |
| ||||||
Other income (expense) |
|
668 |
|
(24 |
) |
(64 |
) |
|
|
|
|
580 |
| ||||||
Other income (expense), net |
|
668 |
|
9,482 |
|
(137 |
) |
|
|
|
|
10,013 |
| ||||||
Income (loss) before income tax |
|
668 |
|
6,947 |
|
(11,042 |
) |
(67 |
) |
|
|
(3,494 |
) | ||||||
Equity interest in income |
|
(2,055 |
) |
(2,107 |
) |
|
|
|
|
4,162 |
|
|
| ||||||
Income tax provision (benefit) |
|
|
|
21 |
|
|
|
|
|
|
|
21 |
| ||||||
Net income (loss) |
|
(1,387 |
) |
4,819 |
|
(11,042 |
) |
(67 |
) |
4,162 |
|
(3,515 |
) | ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Net income (loss) attributable to non-controlling interests |
|
|
|
|
|
|
|
|
|
(2,128 |
) |
(2,128 |
) | ||||||
Net income (loss) attributable to controlling interests |
|
$ |
(1,387 |
) |
$ |
4,819 |
|
$ |
(11,042 |
) |
$ |
(67 |
) |
$ |
6,290 |
|
$ |
(1,387 |
) |
Dividends and accretion on preferred stock |
|
(2,027 |
) |
|
|
|
|
|
|
|
|
(2,027 |
) | ||||||
Net income (loss) attributable to common shareholders |
|
$ |
(3,414 |
) |
$ |
4,819 |
|
$ |
(11,042 |
) |
$ |
(67 |
) |
$ |
6,290 |
|
$ |
(3,414 |
) |
Jones Energy, Inc.
Condensed Consolidating Statement of Cash Flows (Unaudited)
Three Months Ended March 31, 2017
|
|
|
|
|
|
Guarantor |
|
Non-Guarantor |
|
|
|
|
| ||||||
(in thousands of dollars) |
|
JEI (Parent) |
|
Issuers |
|
Subsidiaries |
|
Subsidiaries |
|
Eliminations |
|
Consolidated |
| ||||||
Cash flows from operating activities |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Net income (loss) |
|
$ |
(1,387 |
) |
$ |
4,819 |
|
$ |
(11,042 |
) |
$ |
(67 |
) |
$ |
4,162 |
|
$ |
(3,515 |
) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities |
|
(23,060 |
) |
(9,741 |
) |
53,994 |
|
67 |
|
(4,162 |
) |
17,098 |
| ||||||
Net cash (used in) / provided by operations |
|
(24,447 |
) |
(4,922 |
) |
42,952 |
|
|
|
|
|
13,583 |
| ||||||
Cash flows from investing activities |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Additions to oil and gas properties |
|
|
|
|
|
(47,110 |
) |
|
|
|
|
(47,110 |
) | ||||||
Net adjustments to purchase price of properties acquired |
|
|
|
|
|
2,391 |
|
|
|
|
|
2,391 |
| ||||||
Proceeds from sales of assets |
|
|
|
|
|
144 |
|
|
|
|
|
144 |
| ||||||
Acquisition of other property, plant and equipment |
|
|
|
|
|
(192 |
) |
|
|
|
|
(192 |
) | ||||||
Current period settlements of matured derivative contracts |
|
|
|
27,854 |
|
|
|
|
|
|
|
27,854 |
| ||||||
Net cash (used in) / provided by investing |
|
|
|
27,854 |
|
(44,767 |
) |
|
|
|
|
(16,913 |
) | ||||||
Cash flows from financing activities |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Proceeds from issuance of long-term debt |
|
|
|
30,000 |
|
|
|
|
|
|
|
30,000 |
| ||||||
Repayment of long-term debt |
|
|
|
(53,000 |
) |
|
|
|
|
|
|
(53,000 |
) | ||||||
Payment of dividends on preferred stock |
|
(1,840 |
) |
|
|
|
|
|
|
|
|
(1,840 |
) | ||||||
Net distributions paid to JEH unitholders |
|
1,075 |
|
(1,637 |
) |
|
|
|
|
|
|
(562 |
) | ||||||
Net payments for share based compensation |
|
|
|
(31 |
) |
|
|
|
|
|
|
(31 |
) | ||||||
Proceeds from sale of common stock |
|
2,829 |
|
|
|
|
|
|
|
|
|
2,829 |
| ||||||
Net cash (used in) / provided by financing |
|
2,064 |
|
(24,668 |
) |
|
|
|
|
|
|
(22,604 |
) | ||||||
Net increase (decrease) in cash |
|
(22,383 |
) |
(1,736 |
) |
(1,815 |
) |
|
|
|
|
(25,934 |
) | ||||||
Cash |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Beginning of period |
|
27,164 |
|
1,975 |
|
5,483 |
|
20 |
|
|
|
34,642 |
| ||||||
End of period |
|
$ |
4,781 |
|
$ |
239 |
|
$ |
3,668 |
|
$ |
20 |
|
$ |
|
|
$ |
8,708 |
|
Jones Energy, Inc.
Condensed Consolidating Statement of Operations (Unaudited)
Three Months Ended March 31, 2016
|
|
|
|
|
|
Guarantor |
|
Non-Guarantor |
|
|
|
|
| ||||||
(in thousands of dollars) |
|
JEI (Parent) |
|
Issuers |
|
Subsidiaries |
|
Subsidiaries |
|
Eliminations |
|
Consolidated |
| ||||||
Operating revenues |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Oil and gas sales |
|
$ |
|
|
$ |
|
|
$ |
25,080 |
|
$ |
|
|
$ |
|
|
$ |
25,080 |
|
Other revenues |
|
|
|
645 |
|
133 |
|
|
|
|
|
778 |
| ||||||
Total operating revenues |
|
|
|
645 |
|
25,213 |
|
|
|
|
|
25,858 |
| ||||||
Operating costs and expenses |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Lease operating |
|
|
|
|
|
8,617 |
|
|
|
|
|
8,617 |
| ||||||
Production and ad valorem taxes |
|
|
|
|
|
1,601 |
|
|
|
|
|
1,601 |
| ||||||
Exploration |
|
|
|
|
|
162 |
|
|
|
|
|
162 |
| ||||||
Depletion, depreciation and amortization |
|
|
|
|
|
41,739 |
|
23 |
|
|
|
41,762 |
| ||||||
Accretion of ARO liability |
|
|
|
|
|
293 |
|
|
|
|
|
293 |
| ||||||
General and administrative |
|
|
|
2,878 |
|
4,601 |
|
25 |
|
|
|
7,504 |
| ||||||
Total operating expenses |
|
|
|
2,878 |
|
57,013 |
|
48 |
|
|
|
59,939 |
| ||||||
Operating income (loss) |
|
|
|
(2,233 |
) |
(31,800 |
) |
(48 |
) |
|
|
(34,081 |
) | ||||||
Other income (expense) |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Interest expense |
|
|
|
(15,038 |
) |
240 |
|
|
|
|
|
(14,798 |
) | ||||||
Gain on debt extinguishment |
|
|
|
90,652 |
|
|
|
|
|
|
|
90,652 |
| ||||||
Net gain (loss) on commodity derivatives |
|
|
|
17,219 |
|
|
|
|
|
|
|
17,219 |
| ||||||
Other income (expense) |
|
429 |
|
(200 |
) |
(4 |
) |
|
|
|
|
225 |
| ||||||
Other income (expense), net |
|
429 |
|
92,633 |
|
236 |
|
|
|
|
|
93,298 |
| ||||||
Income (loss) before income tax |
|
429 |
|
90,400 |
|
(31,564 |
) |
(48 |
) |
|
|
59,217 |
| ||||||
Equity interest in income |
|
28,968 |
|
29,820 |
|
|
|
|
|
(58,788 |
) |
|
| ||||||
Income tax provision (benefit) |
|
10,486 |
|
217 |
|
|
|
|
|
|
|
10,703 |
| ||||||
Net income (loss) |
|
18,911 |
|
120,003 |
|
(31,564 |
) |
(48 |
) |
(58,788 |
) |
48,514 |
| ||||||
Net income (loss) attributable to non-controlling interests |
|
|
|
|
|
|
|
|
|
29,603 |
|
29,603 |
| ||||||
Net income (loss) attributable to controlling interests |
|
$ |
18,911 |
|
$ |
120,003 |
|
$ |
(31,564 |
) |
$ |
(48 |
) |
$ |
(88,391 |
) |
$ |
18,911 |
|
Jones Energy, Inc.
Condensed Consolidating Statement of Cash Flows (Unaudited)
Three Months Ended March 31, 2016
|
|
|
|
|
|
Guarantor |
|
Non-Guarantor |
|
|
|
|
| ||||||
(in thousands of dollars) |
|
JEI (Parent) |
|
Issuers |
|
Subsidiaries |
|
Subsidiaries |
|
Eliminations |
|
Consolidated |
| ||||||
Cash flows from operating activities |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Net income (loss) |
|
$ |
18,911 |
|
$ |
120,003 |
|
$ |
(31,564 |
) |
$ |
(48 |
) |
$ |
(58,788 |
) |
$ |
48,514 |
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities |
|
(18,911 |
) |
(163,942 |
) |
70,677 |
|
48 |
|
58,788 |
|
(53,340 |
) | ||||||
Net cash (used in) / provided by operations |
|
|
|
(43,939 |
) |
39,113 |
|
|
|
|
|
(4,826 |
) | ||||||
Cash flows from investing activities |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Additions to oil and gas properties |
|
|
|
|
|
(7,176 |
) |
|
|
|
|
(7,176 |
) | ||||||
Proceeds from sales of assets |
|
|
|
|
|
3 |
|
|
|
|
|
3 |
| ||||||
Acquisition of other property, plant and equipment |
|
|
|
|
|
40 |
|
|
|
|
|
40 |
| ||||||
Current period settlements of matured derivative contracts |
|
|
|
42,298 |
|
|
|
|
|
|
|
42,298 |
| ||||||
Net cash (used in) / provided by investing |
|
|
|
42,298 |
|
(7,133 |
) |
|
|
|
|
35,165 |
| ||||||
Cash flows from financing activities |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Proceeds from issuance of long-term debt |
|
|
|
75,000 |
|
|
|
|
|
|
|
75,000 |
| ||||||
Purchase of senior notes |
|
|
|
(73,427 |
) |
|
|
|
|
|
|
(73,427 |
) | ||||||
Net cash (used in) / provided by financing |
|
|
|
1,573 |
|
|
|
|
|
|
|
1,573 |
| ||||||
Net increase (decrease) in cash |
|
|
|
(68 |
) |
31,980 |
|
|
|
|
|
31,912 |
| ||||||
Cash |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Beginning of period |
|
100 |
|
12,448 |
|
9,325 |
|
20 |
|
|
|
21,893 |
| ||||||
End of period |
|
$ |
100 |
|
$ |
12,380 |
|
$ |
41,305 |
|
$ |
20 |
|
$ |
|
|
$ |
53,805 |
|