Supplemental Guarantor Information | 12 Months Ended |
Dec. 31, 2014 |
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, 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, 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, 2014 |
|
| | | | | | | | | | | | | | | | | | | | |
| | SHLP | | | Guarantor | | | Non-Guarantor | | | Eliminations | | | Total | |
Corp (a) | Subsidiaries | Subsidiaries |
| | (In thousands) | |
Assets | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents | | $ | 135,804 | | | $ | 93,386 | | | $ | 7,712 | | | $ | 0 | | | $ | 236,902 | |
Restricted cash | | | 259 | | | | 113 | | | | 54 | | | | 0 | | | | 426 | |
Accounts and other receivables, net | | | 120,135 | | | | 27,193 | | | | 16,616 | | | | (16,436 | ) | | | 147,508 | |
Receivables from affiliates, net | | | 6,369 | | | | 14 | | | | 20 | | | | 0 | | | | 6,403 | |
Inventory | | | 993,507 | | | | 178,859 | | | | 4,353 | | | | (3,134 | ) | | | 1,173,585 | |
Investments in and advances to unconsolidated joint ventures | | | 25,343 | | | | 1,619 | | | | 15,802 | | | | 0 | | | | 42,764 | |
Investments in subsidiaries | | | 786,462 | | | | 81,447 | | | | 86,721 | | | | (954,630 | ) | | | 0 | |
Other assets, net | | | 22,298 | | | | 36,690 | | | | 134 | | | | 0 | | | | 59,122 | |
Intercompany | | | 0 | | | | 572,036 | | | | 0 | | | | (572,036 | ) | | | 0 | |
| | | | | | | | | | | | | | | | | | | | |
Total assets | | $ | 2,090,177 | | | $ | 991,357 | | | $ | 131,412 | | | $ | (1,546,236 | ) | | $ | 1,666,710 | |
| | | | | | | | | | | | | | | | | | | | |
Liabilities and equity | | | | | | | | | | | | | | | | | | | | |
Liabilities: | | | | | | | | | | | | | | | | | | | | |
Notes payable | | $ | 761,404 | | | $ | 0 | | | $ | 0 | | | $ | 0 | | | $ | 761,404 | |
Payables to affiliates | | | 20 | | | | 0 | | | | 3 | | | | 4,774 | | | | 4,797 | |
Accounts payable | | | 51,663 | | | | 15,344 | | | | 314 | | | | 0 | | | | 67,321 | |
Other liabilities | | | 176,160 | | | | 77,701 | | | | 40,904 | | | | (16,435 | ) | | | 278,330 | |
Intercompany | | | 546,451 | | | | 0 | | | | 33,494 | | | | (579,945 | ) | | | 0 | |
| | | | | | | | | | | | | | | | | | | | |
Total liabilities | | | 1,535,698 | | | | 93,045 | | | | 74,715 | | | | (591,606 | ) | | | 1,111,852 | |
Equity: | | | | | | | | | | | | | | | | | | | | |
SHLP equity: | | | | | | | | | | | | | | | | | | | | |
Owners’ equity | | | 549,373 | | | | 893,206 | | | | 56,318 | | | | (949,524 | ) | | | 549,373 | |
Accumulated other comprehensive income | | | 5,106 | | | | 5,106 | | | | 0 | | | | (5,106 | ) | | | 5,106 | |
| | | | | | | | | | | | | | | | | | | | |
Total SHLP equity | | | 554,479 | | | | 898,312 | | | | 56,318 | | | | (954,630 | ) | | | 554,479 | |
Non-controlling interests | | | 0 | | | | 0 | | | | 379 | | | | 0 | | | | 379 | |
| | | | | | | | | | | | | | | | | | | | |
Total equity | | | 554,479 | | | | 898,312 | | | | 56,697 | | | | (954,630 | ) | | | 554,858 | |
| | | | | | | | | | | | | | | | | | | | |
Total liabilities and equity | | $ | 2,090,177 | | | $ | 991,357 | | | $ | 131,412 | | | $ | (1,546,236 | ) | | $ | 1,666,710 | |
| | | | | | | | | | | | | | | | | | | | |
|
(a) | Includes Shea Homes Funding Corp., whose financial position at December 31, 2014 was not material. | | | | | | | | | | | | | | | | | | | |
|
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 affiliates, net | | | 9,251 | | | | 21,761 | | | | 25 | | | | 276 | | | | 31,313 | |
Inventory | | | 749,832 | | | | 263,213 | | | | 3,361 | | | | (3,134 | ) | | | 1,013,272 | |
Investments in and advances to unconsolidated joint ventures | | | 22,068 | | | | 1,357 | | | | 25,360 | | | | 0 | | | | 48,785 | |
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 affiliates | | | 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 Statement of Operations and Comprehensive Income |
Year Ended December 31, 2014 |
|
| | | | | | | | | | | | | | | | | | | | |
| | SHLP | | | Guarantor | | | Non-Guarantor | | | Eliminations | | | Total | |
Corp (a) | Subsidiaries | Subsidiaries |
| | (In thousands) | |
Revenues | | $ | 680,109 | | | $ | 444,229 | | | $ | 16,268 | | | $ | 0 | | | $ | 1,140,606 | |
Cost of sales | | | (545,442 | ) | | | (338,185 | ) | | | (1,391 | ) | | | 0 | | | | (885,018 | ) |
| | | | | | | | | | | | | | | | | | | | |
Gross margin | | | 134,667 | | | | 106,044 | | | | 14,877 | | | | 0 | | | | 255,588 | |
Selling expenses | | | (38,268 | ) | | | (17,899 | ) | | | (7,262 | ) | | | 0 | | | | (63,429 | ) |
General and administrative expenses | | | (37,444 | ) | | | (14,979 | ) | | | (2,498 | ) | | | 0 | | | | (54,921 | ) |
Equity in income (loss) from unconsolidated joint ventures | | | (4,000 | ) | | | 119 | | | | 13,023 | | | | 0 | | | | 9,142 | |
Equity in income from subsidiaries | | | 85,794 | | | | 8,148 | | | | 1,748 | | | | (95,690 | ) | | | 0 | |
Gain on reinsurance | | | 0 | | | | 0 | | | | 7,177 | | | | 0 | | | | 7,177 | |
Interest expense | | | (595 | ) | | | 0 | | | | 0 | | | | 0 | | | | (595 | ) |
Other income (expense), net | | | (6,709 | ) | | | 5,502 | | | | (143 | ) | | | 0 | | | | (1,350 | ) |
| | | | | | | | | | | | | | | | | | | | |
Income before income taxes | | | 133,445 | | | | 86,935 | | | | 26,922 | | | | (95,690 | ) | | | 151,612 | |
Income tax expense | | | (9 | ) | | | (18,183 | ) | | | (21 | ) | | | 0 | | | | (18,213 | ) |
| | | | | | | | | | | | | | | | | | | | |
Net income | | | 133,436 | | | | 68,752 | | | | 26,901 | | | | (95,690 | ) | | | 133,399 | |
Less: Net loss attributable to non-controlling interests | | | 0 | | | | 0 | | | | 37 | | | | 0 | | | | 37 | |
| | | | | | | | | | | | | | | | | | | | |
Net income attributable to SHLP | | $ | 133,436 | | | $ | 68,752 | | | $ | 26,938 | | | $ | (95,690 | ) | | $ | 133,436 | |
| | | | | | | | | | | | | | | | | | | | |
Comprehensive income | | $ | 133,754 | | | $ | 69,070 | | | $ | 26,901 | | | $ | (96,008 | ) | | $ | 133,717 | |
| | | | | | | | | | | | | | | | | | | | |
|
(a) | Includes Shea Homes Funding Corp., whose results of operations for the year ended December 31, 2014 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 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 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 | | | 125,947 | | | | 85,790 | | | | 10,238 | | | | (96,036 | ) | | | 125,939 | |
Less: Net loss attributable to non-controlling interests | | | 0 | | | | 0 | | | | 8 | | | | 0 | | | | 8 | |
| | | | | | | | | | | | | | | | | | | | |
Net income attributable to SHLP | | $ | 125,947 | | | $ | 85,790 | | | $ | 10,246 | | | $ | (96,036 | ) | | $ | 125,947 | |
| | | | | | | | | | | | | | | | | | | | |
Comprehensive income | | $ | 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 | |
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 expense | | | (5 | ) | | | (601 | ) | | | (10 | ) | | | 0 | | | | (616 | ) |
| | | | | | | | | | | | | | | | | | | | |
Net income (loss) | | | 29,038 | | | | 824 | | | | (14,111 | ) | | | 13,433 | | | | 29,184 | |
Less: Net 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 Cash Flows |
Year Ended December 31, 2014 |
|
| | | | | | | | | | | | | | | | | | | | |
| | SHLP | | | Guarantor | | | Non-Guarantor | | | Eliminations | | | Total | |
Corp (a) | Subsidiaries | Subsidiaries |
| | (In thousands) | |
Operating activities | | | | | | | | | | | | | | | | | | | | |
Net cash provided by (used in) operating activities | | $ | (159,184 | ) | | $ | 146,682 | | | $ | 9,905 | | | $ | 5,051 | | | $ | 2,454 | |
| | | | | | | | | | | | | | | | | | | | |
Investing activities | | | | | | | | | | | | | | | | | | | | |
Collections on promissory notes from affiliates | | | 3,595 | | | | 21,588 | | | | 0 | | | | 0 | | | | 25,183 | |
Investments in and advances to unconsolidated joint ventures | | | (5,863 | ) | | | (299 | ) | | | (22,996 | ) | | | 0 | | | | (29,158 | ) |
Distributions from unconsolidated joint ventures | | | 121 | | | | 125 | | | | 38,521 | | | | 0 | | | | 38,767 | |
Proceeds from sale of marketable securities | | | 0 | | | | 184 | | | | 0 | | | | 0 | | | | 184 | |
| | | | | | | | | | | | | | | | | | | | |
Net cash provided by (used in) investing activities | | | (2,147 | ) | | | 21,598 | | | | 15,525 | | | | 0 | | | | 34,976 | |
| | | | | | | | | | | | | | | | | | | | |
Financing activities | | | | | | | | | | | | | | | | | | | | |
Principal payments to financial institutions and others | | | (3,308 | ) | | | 0 | | | | 0 | | | | 0 | | | | (3,308 | ) |
Distributions to owners | | | (4,385 | ) | | | 0 | | | | 0 | | | | 0 | | | | (4,385 | ) |
Intercompany | | | 150,089 | | | | (118,697 | ) | | | (26,341 | ) | | | (5,051 | ) | | | 0 | |
Other financing activities | | | 945 | | | | 0 | | | | 15 | | | | 0 | | | | 960 | |
| | | | | | | | | | | | | | | | | | | | |
Net cash provided by (used in) financing activities | | | 143,341 | | | | (118,697 | ) | | | (26,326 | ) | | | (5,051 | ) | | | (6,733 | ) |
| | | | | | | | | | | | | | | | | | | | |
Net increase (decrease) in cash and cash equivalents | | | (17,990 | ) | | | 49,583 | | | | (896 | ) | | | 0 | | | | 30,697 | |
Cash and cash equivalents at beginning of year | | | 153,794 | | | | 43,803 | | | | 8,608 | | | | 0 | | | | 206,205 | |
| | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents at end of year | | $ | 135,804 | | | $ | 93,386 | | | $ | 7,712 | | | $ | 0 | | | $ | 236,902 | |
| | | | | | | | | | | | | | | | | | | | |
|
(a) | Includes Shea Homes Funding Corp., whose cash flows for the year ended December 31, 2014 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 | | $ | (135,869 | ) | | $ | 74,342 | | | $ | 10,901 | | | $ | 2,759 | | | $ | (47,867 | ) |
| | | | | | | | | | | | | | | | | | | | |
Investing activities | | | | | | | | | | | | | | | | | | | | |
Proceeds from sale of available-for-sale investments | | | 0 | | | | 3,165 | | | | 0 | | | | 0 | | | | 3,165 | |
Investments in and advances to unconsolidated joint ventures | | | (9,713 | ) | | | (275 | ) | | | (16,157 | ) | | | 0 | | | | (26,145 | ) |
Distributions from unconsolidated joint ventures | | | 0 | | | | 0 | | | | 4,072 | | | | 0 | | | | 4,072 | |
Collections on promissory notes from affiliates | | | 1,192 | | | | 2,912 | | | | 0 | | | | 0 | | | | 4,104 | |
| | | | | | | | | | | | | | | | | | | | |
Net cash provided by (used in) investing activities | | | (8,521 | ) | | | 5,802 | | | | (12,085 | ) | | | 0 | | | | (14,804 | ) |
| | | | | | | | | | | | | | | | | | | | |
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 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 | |
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(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 |
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| | SHLP | | | Guarantor | | | Non-Guarantor | | | Eliminations | | | Total | |
Corp (a) | Subsidiaries | Subsidiaries |
| | (In thousands) | |
Operating activities | | | | | | | | | | | | | | | | | | | | |
Net cash provided by (used in) operating activities | | $ | 33,520 | | | $ | (64,012 | ) | | $ | 25,506 | | | $ | (1,669 | ) | | $ | (6,655 | ) |
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Investing activities | | | | | | | | | | | | | | | | | | | | |
Proceeds from sale of available-for-sale investments | | | 0 | | | | 26,547 | | | | 0 | | | | 0 | | | | 26,547 | |
Collections (advances) on promissory notes from affiliates | | | 1,142 | | | | 882 | | | | (143 | ) | | | 0 | | | | 1,881 | |
Investments in and advances to unconsolidated joint ventures | | | (10,898 | ) | | | (229 | ) | | | (840 | ) | | | 0 | | | | (11,967 | ) |
Distributions from unconsolidated joint ventures | | | 0 | | | | 427 | | | | 0 | | | | 0 | | | | 427 | |
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Net cash provided by (used in) investing activities | | | (9,756 | ) | | | 27,627 | | | | (983 | ) | | | 0 | | | | 16,888 | |
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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 | |
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Net cash provided by (used in) financing activities | | | 35,639 | | | | (10,820 | ) | | | (25,331 | ) | | | 1,669 | | | | 1,157 | |
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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 | |
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Cash and cash equivalents at end of year | | $ | 216,914 | | | $ | 48,895 | | | $ | 13,947 | | | $ | 0 | | | $ | 279,756 | |
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(a) | Includes Shea Homes Funding Corp., whose cash flows for the year ended December 31, 2012 were not material. | | | | | | | | | | | | | | | | | | | |