Supplemental Guarantor Information | 12 Months Ended |
Dec. 31, 2013 |
Supplemental Guarantor Information | ' |
20. Supplemental Guarantor Information |
The obligations under the Secured Notes are not guaranteed by any SHLP joint venture where SHLP Corp does not own 100% of the economic interest, including those that are consolidated, and the collateral securing the Secured Notes does not include a pledge of the capital stock of any subsidiary if such pledge would result in a requirement that SHLP Corp file separate financial statements with respect to such subsidiary pursuant to Rule 3-16 of Regulation S-X under the Securities Act. |
Pursuant to the indenture governing the Secured Notes, a guarantor may be released from its guarantee obligations only under certain customary circumstances specified in the indenture, namely (1) upon the sale or other disposition (including by way of consolidation or merger) of such guarantor, (2) upon the sale or disposition of all or substantially all the assets of such guarantor, (3) upon the designation of such guarantor as an unrestricted subsidiary for covenant purposes in accordance with the terms of the indenture, (4) upon a legal defeasance or covenant defeasance pursuant thereto, or (5) upon the full satisfaction of our obligations under the indenture. |
|
Presented herein are the condensed consolidated financial statements provided for in Rule 3-10(f) of Regulation S-X under the Securities Act for the guarantor subsidiaries and non-guarantor subsidiaries. |
Condensed Consolidating Balance Sheet |
December 31, 2013 |
|
| | | | | | | | | | | | | | | | | | | | |
| | SHLP | | | Guarantor | | | Non-Guarantor | | | Eliminations | | | Total | |
Corp (a) | Subsidiaries | Subsidiaries |
| | (In thousands) | |
Assets | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents | | $ | 153,794 | | | $ | 43,803 | | | $ | 8,608 | | | $ | 0 | | | $ | 206,205 | |
Restricted cash | | | 695 | | | | 354 | | | | 140 | | | | 0 | | | | 1,189 | |
Accounts and other receivables, net | | | 120,299 | | | | 26,754 | | | | 28,696 | | | | (28,250 | ) | | | 147,499 | |
Receivables from related parties, net | | | 9,251 | | | | 22,027 | | | | 796 | | | | 276 | | | | 32,350 | |
Inventory | | | 749,832 | | | | 263,213 | | | | 3,361 | | | | (3,134 | ) | | | 1,013,272 | |
Investments in unconsolidated joint ventures | | | 22,068 | | | | 1,091 | | | | 24,589 | | | | 0 | | | | 47,748 | |
Investments in subsidiaries | | | 748,326 | | | | 69,755 | | | | 90,484 | | | | (908,565 | ) | | | 0 | |
Other assets, net | | | 24,030 | | | | 32,957 | | | | 83 | | | | 0 | | | | 57,070 | |
Intercompany | | | 0 | | | | 465,706 | | | | 0 | | | | (465,706 | ) | | | 0 | |
| | | | | | | | | | | | | | | | | | | | |
Total assets | | $ | 1,828,295 | | | $ | 925,660 | | | $ | 156,757 | | | $ | (1,405,379 | ) | | $ | 1,505,333 | |
| | | | | | | | | | | | | | | | | | | | |
Liabilities and equity | | | | | | | | | | | | | | | | | | | | |
Liabilities: | | | | | | | | | | | | | | | | | | | | |
Notes payable | | $ | 751,708 | | | $ | 0 | | | $ | 0 | | | $ | 0 | | | $ | 751,708 | |
Payables to related parties | | | 20 | | | | 0 | | | | 1 | | | | 0 | | | | 21 | |
Accounts payable | | | 36,594 | | | | 25,334 | | | | 418 | | | | 0 | | | | 62,346 | |
Other liabilities | | | 171,470 | | | | 41,370 | | | | 61,211 | | | | (28,250 | ) | | | 245,801 | |
Intercompany | | | 423,447 | | | | 0 | | | | 45,117 | | | | (468,564 | ) | | | 0 | |
| | | | | | | | | | | | | | | | | | | | |
Total liabilities | | | 1,383,239 | | | | 66,704 | | | | 106,747 | | | | (496,814 | ) | | | 1,059,876 | |
Equity: | | | | | | | | | | | | | | | | | | | | |
SHLP equity: | | | | | | | | | | | | | | | | | | | | |
Owners’ equity | | | 440,268 | | | | 854,168 | | | | 49,609 | | | | (903,777 | ) | | | 440,268 | |
Accumulated other comprehensive income | | | 4,788 | | | | 4,788 | | | | 0 | | | | (4,788 | ) | | | 4,788 | |
| | | | | | | | | | | | | | | | | | | | |
Total SHLP equity | | | 445,056 | | | | 858,956 | | | | 49,609 | | | | (908,565 | ) | | | 445,056 | |
Non-controlling interests | | | 0 | | | | 0 | | | | 401 | | | | 0 | | | | 401 | |
| | | | | | | | | | | | | | | | | | | | |
Total equity | | | 445,056 | | | | 858,956 | | | | 50,010 | | | | (908,565 | ) | | | 445,457 | |
| | | | | | | | | | | | | | | | | | | | |
Total liabilities and equity | | $ | 1,828,295 | | | $ | 925,660 | | | $ | 156,757 | | | $ | (1,405,379 | ) | | $ | 1,505,333 | |
| | | | | | | | | | | | | | | | | | | | |
|
(a) | Includes Shea Homes Funding Corp., whose financial position at December 31, 2013 was not material. | | | | | | | | | | | | | | | | | | | |
|
Condensed Consolidating Balance Sheet |
December 31, 2012 |
|
| | | | | | | | | | | | | | | | | | | | |
| | SHLP | | | Guarantor | | | Non-Guarantor | | | Eliminations | | | Total | |
Corp (a) | Subsidiaries | Subsidiaries |
| | (In thousands) | |
Assets | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents | | $ | 216,914 | | | $ | 48,895 | | | $ | 13,947 | | | $ | 0 | | | $ | 279,756 | |
Restricted cash | | | 11,999 | | | | 875 | | | | 157 | | | | 0 | | | | 13,031 | |
Accounts and other receivables, net | | | 117,560 | | | | 23,537 | | | | 35,250 | | | | (35,058 | ) | | | 141,289 | |
Receivables from related parties, net | | | 8,271 | | | | 25,668 | | | | 89 | | | | 0 | | | | 34,028 | |
Inventory | | | 572,010 | | | | 264,459 | | | | 1,918 | | | | (734 | ) | | | 837,653 | |
Investments in unconsolidated joint ventures | | | 13,948 | | | | 984 | | | | 13,721 | | | | 0 | | | | 28,653 | |
Investments in subsidiaries | | | 672,388 | | | | 64,971 | | | | 93,883 | | | | (831,242 | ) | | | 0 | |
Other assets, net | | | 17,712 | | | | 21,388 | | | | 27 | | | | 0 | | | | 39,127 | |
Intercompany | | | 0 | | | | 376,420 | | | | 0 | | | | (376,420 | ) | | | 0 | |
| | | | | | | | | | | | | | | | | | | | |
Total assets | | $ | 1,630,802 | | | $ | 827,197 | | | $ | 158,992 | | | $ | (1,243,454 | ) | | $ | 1,373,537 | |
| | | | | | | | | | | | | | | | | | | | |
Liabilities and equity | | | | | | | | | | | | | | | | | | | | |
Liabilities: | | | | | | | | | | | | | | | | | | | | |
Notes payable | | $ | 758,209 | | | $ | 0 | | | $ | 0 | | | $ | 0 | | | $ | 758,209 | |
Payables to related parties | | | 26 | | | | 0 | | | | 0 | | | | 99 | | | | 125 | |
Accounts payable | | | 34,384 | | | | 27,879 | | | | 475 | | | | 0 | | | | 62,738 | |
Other liabilities | | | 162,894 | | | | 36,700 | | | | 69,416 | | | | (35,792 | ) | | | 233,218 | |
Intercompany | | | 356,451 | | | | (376,420 | ) | | | 20,068 | | | | (99 | ) | | | 0 | |
| | | | | | | | | | | | | | | | | | | | |
Total liabilities | | | 1,311,964 | | | | (311,841 | ) | | | 89,959 | | | | (35,792 | ) | | | 1,054,290 | |
Equity: | | | | | | | | | | | | | | | | | | | | |
SHLP equity: | | | | | | | | | | | | | | | | | | | | |
Owners’ equity | | | 314,321 | | | | 758,101 | | | | 68,624 | | | | (826,725 | ) | | | 314,321 | |
Accumulated other comprehensive income | | | 4,517 | | | | 4,517 | | | | 0 | | | | (4,517 | ) | | | 4,517 | |
| | | | | | | | | | | | | | | | | | | | |
Total SHLP equity | | | 318,838 | | | | 762,618 | | | | 68,624 | | | | (831,242 | ) | | | 318,838 | |
Non-controlling interests | | | 0 | | | | 0 | | | | 409 | | | | 0 | | | | 409 | |
| | | | | | | | | | | | | | | | | | | | |
Total equity | | | 318,838 | | | | 762,618 | | | | 69,033 | | | | (831,242 | ) | | | 319,247 | |
| | | | | | | | | | | | | | | | | | | | |
Total liabilities and equity | | $ | 1,630,802 | | | $ | 450,777 | | | $ | 158,992 | | | $ | (867,034 | ) | | $ | 1,373,537 | |
| | | | | | | | | | | | | | | | | | | | |
|
(a) | Includes Shea Homes Funding Corp., whose financial position at December 31, 2012 was not material. | | | | | | | | | | | | | | | | | | | |
|
Condensed Consolidating Statement of Operations and Comprehensive Income (Loss) |
Year Ended December 31, 2013 |
|
| | | | | | | | | | | | | | | | | | | | |
| | SHLP | | | Guarantor | | | Non-Guarantor | | | Eliminations | | | Total | |
Corp (a) | Subsidiaries | Subsidiaries |
| | (In thousands) | |
Revenues | | $ | 505,510 | | | $ | 404,393 | | | $ | 20,707 | | | $ | 0 | | | $ | 930,610 | |
Cost of sales | | | (406,563 | ) | | | (302,081 | ) | | | (1,502 | ) | | | 734 | | | | (709,412 | ) |
| | | | | | | | | | | | | | | | | | | | |
Gross margin | | | 98,947 | | | | 102,312 | | | | 19,205 | | | | 734 | | | | 221,198 | |
Selling expenses | | | (28,925 | ) | | | (18,847 | ) | | | (6,566 | ) | | | 0 | | | | (54,338 | ) |
General and administrative expenses | | | (34,936 | ) | | | (12,294 | ) | | | (2,850 | ) | | | 0 | | | | (50,080 | ) |
Equity in income (loss) from unconsolidated joint ventures | | | (2,020 | ) | | | (65 | ) | | | 981 | | | | 0 | | | | (1,104 | ) |
Equity in income (loss) from subsidiaries | | | 100,821 | | | | (1,443 | ) | | | (3,342 | ) | | | (96,036 | ) | | | 0 | |
Gain (loss) on reinsurance | | | 0 | | | | 0 | | | | 2,011 | | | | 0 | | | | 2,011 | |
Interest expense | | | (3,658 | ) | | | (1,413 | ) | | | 0 | | | | 0 | | | | (5,071 | ) |
Other income (expense), net | | | (4,280 | ) | | | 3,428 | | | | 808 | | | | (734 | ) | | | (778 | ) |
| | | | | | | | | | | | | | | | | | | | |
Income (loss) before income taxes | | | 125,949 | | | | 71,678 | | | | 10,247 | | | | (96,036 | ) | | | 111,838 | |
Income tax benefit (expense) | | | (2 | ) | | | 14,112 | | | | (9 | ) | | | 0 | | | | 14,101 | |
| | | | | | | | | | | | | | | | | | | | |
Net income (loss) | | | 125,947 | | | | 85,790 | | | | 10,238 | | | | (96,036 | ) | | | 125,939 | |
Less: Net loss (income) attributable to non-controlling interests | | | 0 | | | | 0 | | | | 8 | | | | 0 | | | | 8 | |
| | | | | | | | | | | | | | | | | | | | |
Net income (loss) attributable to SHLP | | $ | 125,947 | | | $ | 85,790 | | | $ | 10,246 | | | $ | (96,036 | ) | | $ | 125,947 | |
| | | | | | | | | | | | | | | | | | | | |
Comprehensive income (loss) | | $ | 126,218 | | | $ | 86,061 | | | $ | 10,238 | | | $ | (96,307 | ) | | $ | 126,210 | |
| | | | | | | | | | | | | | | | | | | | |
|
(a) | Includes Shea Homes Funding Corp., whose results of operations for the year ended December 31, 2013 was not material. | | | | | | | | | | | | | | | | | | | |
Condensed Consolidating Statement of Operations and Comprehensive Income (Loss) |
Year Ended December 31, 2012 |
|
| | | | | | | | | | | | | | | | | | | | |
| | SHLP | | | Guarantor | | | Non-Guarantor | | | Eliminations | | | Total | |
Corp (a) | Subsidiaries | Subsidiaries |
| | (In thousands) | |
Revenues | | $ | 470,756 | | | $ | 200,329 | | | $ | 9,062 | | | $ | 0 | | | $ | 680,147 | |
Cost of sales | | | (372,576 | ) | | | (164,992 | ) | | | (1,343 | ) | | | 477 | | | | (538,434 | ) |
| | | | | | | | | | | | | | | | | | | | |
Gross margin | | | 98,180 | | | | 35,337 | | | | 7,719 | | | | 477 | | | | 141,713 | |
Selling expenses | | | (26,836 | ) | | | (13,531 | ) | | | (5,421 | ) | | | 0 | | | | (45,788 | ) |
General and administrative expenses | | | (30,560 | ) | | | (10,500 | ) | | | (2,687 | ) | | | 0 | | | | (43,747 | ) |
Equity in income (loss) from unconsolidated joint ventures | | | (338 | ) | | | (43 | ) | | | 759 | | | | 0 | | | | 378 | |
Equity in income (loss) from subsidiaries | | | 11,334 | | | | (20,211 | ) | | | (4,556 | ) | | | 13,433 | | | | 0 | |
Gain (loss) on reinsurance | | | 0 | | | | 0 | | | | (12,013 | ) | | | 0 | | | | (12,013 | ) |
Interest expense | | | (17,326 | ) | | | (2,532 | ) | | | (4 | ) | | | 0 | | | | (19,862 | ) |
Other income (expense), net | | | (5,411 | ) | | | 12,905 | | | | 2,102 | | | | (477 | ) | | | 9,119 | |
| | | | | | | | | | | | | | | | | | | | |
Income (loss) before income taxes | | | 29,043 | | | | 1,425 | | | | (14,101 | ) | | | 13,433 | | | | 29,800 | |
Income tax benefit (expense) | | | (5 | ) | | | (601 | ) | | | (10 | ) | | | 0 | | | | (616 | ) |
| | | | | | | | | | | | | | | | | | | | |
Net income (loss) | | | 29,038 | | | | 824 | | | | (14,111 | ) | | | 13,433 | | | | 29,184 | |
Less: Net loss (income) attributable to non-controlling interests | | | 0 | | | | 0 | | | | (146 | ) | | | 0 | | | | (146 | ) |
| | | | | | | | | | | | | | | | | | | | |
Net income (loss) attributable to SHLP | | $ | 29,038 | | | $ | 824 | | | $ | (14,257 | ) | | $ | 13,433 | | | $ | 29,038 | |
| | | | | | | | | | | | | | | | | | | | |
Comprehensive income (loss) | | $ | 27,163 | | | $ | (1,051 | ) | | $ | (14,111 | ) | | $ | 15,308 | | | $ | 27,309 | |
| | | | | | | | | | | | | | | | | | | | |
|
(b) | Includes Shea Homes Funding Corp., whose results of operations for the year ended December 31, 2012 was not material. | | | | | | | | | | | | | | | | | | | |
|
Condensed Consolidating Statement of Operations and Comprehensive Income (Loss) |
Year Ended December 31, 2011 |
|
| | | | | | | | | | | | | | | | | | | | |
| | SHLP | | | Guarantor | | | Non-Guarantor | | | Eliminations | | | Total | |
Corp (a) | Subsidiaries | Subsidiaries |
| | (In thousands) | |
Revenues | | $ | 449,926 | | | $ | 128,808 | | | $ | 9,036 | | | $ | 0 | | | $ | 587,770 | |
Cost of sales | | | (398,193 | ) | | | (113,553 | ) | | | (4,261 | ) | | | 429 | | | | (515,578 | ) |
| | | | | | | | | | | | | | | | | | | | |
Gross margin | | | 51,733 | | | | 15,255 | | | | 4,775 | | | | 429 | | | | 72,192 | |
Selling expenses | | | (28,522 | ) | | | (11,686 | ) | | | (5,043 | ) | | | 0 | | | | (45,251 | ) |
General and administrative expenses | | | (26,351 | ) | | | (8,938 | ) | | | (2,085 | ) | | | 0 | | | | (37,374 | ) |
Equity in income (loss) from unconsolidated joint ventures | | | (1,371 | ) | | | (388 | ) | | | (3,375 | ) | | | 0 | | | | (5,134 | ) |
Equity in income (loss) from subsidiaries | | | (3,852 | ) | | | 6,813 | | | | 7,393 | | | | (10,354 | ) | | | 0 | |
Loss on debt extinguishment | | | (88,384 | ) | | | 0 | | | | 0 | | | | 0 | | | | (88,384 | ) |
Gain (loss) on reinsurance | | | 0 | | | | 0 | | | | 3,072 | | | | 0 | | | | 3,072 | |
Interest expense | | | (15,832 | ) | | | (974 | ) | | | 0 | | | | 0 | | | | (16,806 | ) |
Other income (expense), net | | | (1,803 | ) | | | 2,188 | | | | 7,418 | | | | (429 | ) | | | 7,374 | |
| | | | | | | | | | | | | | | | | | | | |
Income (loss) before income taxes | | | (114,382 | ) | | | 2,270 | | | | 12,155 | | | | (10,354 | ) | | | (110,311 | ) |
Income tax benefit (expense) | | | (3 | ) | | | 3,088 | | | | (16 | ) | | | 0 | | | | 3,069 | |
| | | | | | | | | | | | | | | | | | | | |
Net income (loss) | | | (114,385 | ) | | | 5,358 | | | | 12,139 | | | | (10,354 | ) | | | (107,242 | ) |
Less: Net loss (income) attributable to non-controlling interests | | | 0 | | | | 0 | | | | (7,143 | ) | | | 0 | | | | (7,143 | ) |
| | | | | | | | | | | | | | | | | | | | |
Net income (loss) attributable to SHLP | | $ | (114,385 | ) | | $ | 5,358 | | | $ | 4,996 | | | $ | (10,354 | ) | | $ | (114,385 | ) |
| | | | | | | | | | | | | | | | | | | | |
Comprehensive income (loss) | | $ | (113,356 | ) | | $ | 6,387 | | | $ | 12,139 | | | $ | (11,383 | ) | | $ | (106,213 | ) |
| | | | | | | | | | | | | | | | | | | | |
|
(a) | Includes Shea Homes Funding Corp. since inception on April 26, 2011, whose results were not material. | | | | | | | | | | | | | | | | | | | |
Condensed Consolidating Statement of Cash Flows |
Year Ended December 31, 2013 |
|
| | | | | | | | | | | | | | | | | | | | |
| | SHLP | | | Guarantor | | | Non-Guarantor | | | Eliminations | | | Total | |
Corp (a) | Subsidiaries | Subsidiaries |
| | (In thousands) | |
Operating activities | | | | | | | | | | | | | | | | | | | | |
Net cash provided by (used in) operating activities | | $ | (134,342 | ) | | $ | 74,734 | | | $ | 10,951 | | | $ | 2,759 | | | $ | (45,898 | ) |
| | | | | | | | | | | | | | | | | | | | |
Investing activities | | | | | | | | | | | | | | | | | | | | |
Proceeds from sale of available-for-sale investments | | | 0 | | | | 3,165 | | | | 0 | | | | 0 | | | | 3,165 | |
Investments in unconsolidated joint ventures | | | (9,713 | ) | | | (277 | ) | | | (15,386 | ) | | | 0 | | | | (25,376 | ) |
Distributions from unconsolidated joint ventures | | | 0 | | | | 0 | | | | 4,072 | | | | 0 | | | | 4,072 | |
Other investing activities | | | (335 | ) | | | 2,522 | | | | (821 | ) | | | 0 | | | | 1,366 | |
| | | | | | | | | | | | | | | | | | | | |
Net cash provided by (used in) investing activities | | | (10,048 | ) | | | 5,410 | | | | (12,135 | ) | | | 0 | | | | (16,773 | ) |
| | | | | | | | | | | | | | | | | | | | |
Financing activities | | | | | | | | | | | | | | | | | | | | |
Principal payments to financial institutions and others | | | (10,880 | ) | | | 0 | | | | 0 | | | | 0 | | | | (10,880 | ) |
Intercompany | | | 92,150 | | | | (85,236 | ) | | | (4,155 | ) | | | (2,759 | ) | | | 0 | |
| | | | | | | | | | | | | | | | | | | | |
Net cash provided by (used in) financing activities | | | 81,270 | | | | (85,236 | ) | | | (4,155 | ) | | | (2,759 | ) | | | (10,880 | ) |
| | | | | | | | | | | | | | | | | | | | |
Net increase (decrease) in cash and cash equivalents | | | (63,120 | ) | | | (5,092 | ) | | | (5,339 | ) | | | 0 | | | | (73,551 | ) |
Cash and cash equivalents at beginning of year | | | 216,914 | | | | 48,895 | | | | 13,947 | | | | 0 | | | | 279,756 | |
| | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents at end of year | | $ | 153,794 | | | $ | 43,803 | | | $ | 8,608 | | | $ | 0 | | | $ | 206,205 | |
| | | | | | | | | | | | | | | | | | | | |
|
(a) | Includes Shea Homes Funding Corp., whose cash flows for the year ended December 31, 2013 were not material. | | | | | | | | | | | | | | | | | | | |
|
Condensed Consolidating Statement of Cash Flows |
Year Ended December 31, 2012 |
|
| | | | | | | | | | | | | | | | | | | | |
| | SHLP | | | Guarantor | | | Non-Guarantor | | | Eliminations | | | Total | |
Corp (a) | Subsidiaries | Subsidiaries |
| | (In thousands) | |
Operating activities | | | | | | | | | | | | | | | | | | | | |
Net cash provided by (used in) operating activities | | $ | 33,609 | | | $ | (63,637 | ) | | $ | 25,506 | | | $ | (1,669 | ) | | $ | (6,191 | ) |
| | | | | | | | | | | | | | | | | | | | |
Investing activities | | | | | | | | | | | | | | | | | | | | |
Proceeds from sale of available-for-sale investments | | | 0 | | | | 26,547 | | | | 0 | | | | 0 | | | | 26,547 | |
Net decrease (increase) in promissory notes from related parties | | | 1,142 | | | | 988 | | | | (143 | ) | | | 0 | | | | 1,987 | |
Investments in unconsolidated joint ventures | | | (10,898 | ) | | | (229 | ) | | | (840 | ) | | | 0 | | | | (11,967 | ) |
Other investing activities | | | (89 | ) | | | (54 | ) | | | 0 | | | | 0 | | | | (143 | ) |
| | | | | | | | | | | | | | | | | | | | |
Net cash provided by (used in) investing activities | | | (9,845 | ) | | | 27,252 | | | | (983 | ) | | | 0 | | | | 16,424 | |
| | | | | | | | | | | | | | | | | | | | |
Financing activities | | | | | | | | | | | | | | | | | | | | |
Principal payments to financial institutions and others | | | (2,230 | ) | | | 0 | | | | (199 | ) | | | 0 | | | | (2,429 | ) |
Intercompany | | | 35,517 | | | | (10,820 | ) | | | (26,366 | ) | | | 1,669 | | | | 0 | |
Other financing activities | | | 2,352 | | | | 0 | | | | 1,234 | | | | 0 | | | | 3,586 | |
| | | | | | | | | | | | | | | | | | | | |
Net cash provided by (used in) financing activities | | | 35,639 | | | | (10,820 | ) | | | (25,331 | ) | | | 1,669 | | | | 1,157 | |
| | | | | | | | | | | | | | | | | | | | |
Net increase (decrease) in cash and cash equivalents | | | 59,403 | | | | (47,205 | ) | | | (808 | ) | | | 0 | | | | 11,390 | |
Cash and cash equivalents at beginning of year | | | 157,511 | | | | 96,100 | | | | 14,755 | | | | 0 | | | | 268,366 | |
| | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents at end of year | | $ | 216,914 | | | $ | 48,895 | | | $ | 13,947 | | | $ | 0 | | | $ | 279,756 | |
| | | | | | | | | | | | | | | | | | | | |
|
(a) | Includes Shea Homes Funding Corp., whose cash flows for the year ended December 31, 2012 were not material. | | | | | | | | | | | | | | | | | | | |
|
Condensed Consolidating Statement of Cash Flows |
Year Ended December 31, 2011 |
|
| | | | | | | | | | | | | | | | | | | | |
| | SHLP | | | Guarantor | | | Non-Guarantor | | | Eliminations | | | Total | |
Corp (a) | Subsidiaries | Subsidiaries |
| | (In thousands) | |
Operating activities | | | | | | | | | | | | | | | | | | | | |
Net cash provided by (used in) operating activities | | $ | 56,254 | | | $ | (12,550 | ) | | $ | 2,499 | | | $ | (7,325 | ) | | $ | 38,878 | |
| | | | | | | | | | | | | | | | | | | | |
Investing activities | | | | | | | | | | | | | | | | | | | | |
Purchase of available-for-sale investments | | | 0 | | | | (20,205 | ) | | | 0 | | | | 0 | | | | (20,205 | ) |
Proceeds from sale of investments in joint venture | | | 0 | | | | 0 | | | | 14,000 | | | | 0 | | | | 14,000 | |
Net decrease (increase) in promissory notes from related parties | | | (1,793 | ) | | | (25,122 | ) | | | (892 | ) | | | 135,487 | | | | 107,680 | |
Investments in unconsolidated joint ventures | | | (800 | ) | | | (117 | ) | | | (16,364 | ) | | | 0 | | | | (17,281 | ) |
Distributions from unconsolidated joint ventures | | | 0 | | | | 2,487 | | | | 5,525 | | | | 0 | | | | 8,012 | |
Proceeds from sale of property and equipment | | | 12,892 | | | | 0 | | | | 1 | | | | 0 | | | | 12,893 | |
Other investing activities | | | (1,761 | ) | | | 1,639 | | | | 0 | | | | 0 | | | | (122 | ) |
| | | | | | | | | | | | | | | | | | | | |
Net cash provided by (used in) investing activities | | | 8,538 | | | | (41,318 | ) | | | 2,270 | | | | 135,487 | | | | 104,977 | |
| | | | | | | | | | | | | | | | | | | | |
Financing activities | | | | | | | | | | | | | | | | | | | | |
Repayments on revolving lines of credit | | | (80,448 | ) | | | 0 | | | | 0 | | | | 0 | | | | (80,448 | ) |
Borrowings from financial institutions | | | 750,000 | | | | 0 | | | | 0 | | | | 0 | | | | 750,000 | |
Principal payments to financial institutions and others | | | (721,953 | ) | | | 0 | | | | 0 | | | | 0 | | | | (721,953 | ) |
Intercompany | | | 36,210 | | | | 95,575 | | | | (3,623 | ) | | | (128,162 | ) | | | 0 | |
Other financing activities | | | 9,399 | | | | 0 | | | | 639 | | | | 0 | | | | 10,038 | |
| | | | | | | | | | | | | | | | | | | | |
Net cash provided by (used in) financing activities | | | (6,792 | ) | | | 95,575 | | | | (2,984 | ) | | | (128,162 | ) | | | (42,363 | ) |
| | | | | | | | | | | | | | | | | | | | |
Net increase in cash and cash equivalents | | | 58,000 | | | | 41,707 | | | | 1,785 | | | | 0 | | | | 101,492 | |
Cash and cash equivalents at beginning of year | | | 99,511 | | | | 54,393 | | | | 12,970 | | | | 0 | | | | 166,874 | |
| | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents at end of year | | $ | 157,511 | | | $ | 96,100 | | | $ | 14,755 | | | $ | 0 | | | $ | 268,366 | |
| | | | | | | | | | | | | | | | | | | | |
|
(a) | Includes Shea Homes Funding Corp. since inception on April 26, 2011, whose cash flows were not material. | | | | | | | | | | | | | | | | | | | |