FORM 10-Q 2023 ☒ statements. statements. statements. Presentation and Consolidation factors. Estimates activities relating to operations and are allocated based on each segment’s respective percentage of assets, revenue, and dedicated personnel. date on which the Company sends the notice of redemption to the warrant holders. Warrant Agreement. three and nine months ended September 30, 2023, respectively. The Company excluded 1.6 million common stock equivalents from diluted EPS during each of the three and nine months ended September 30, 2022. document. This an expiration date of December 31, 2023, and an additional $10.0 million with no stated expiration date. Exhibit Number Exhibit Description ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934JuneSeptember 30, 2018☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from to LF CAPITAL ACQUISITION CORP.(Exact name of registrant as specified in its charter)Delaware001-3854582-2196021Delaware 82-2196021 (State or other jurisdictionOther Jurisdiction of incorporation)( Commission File Number)I.R.S. EmployerIncorporation or Organization) (IRS Employer Identification No.)Number)1717 McKinney Avenue, Suite 1000 Dallas, Texas 75202 (Address of Principal Executive Offices) (Zip Code) 600 Madison AvenueNew York, NY 10022AddressRegistrant’s Telephone Number, Including Area Code)principal executive offices, including zip code)Registrant’s telephone number, including area code: (212) 688-1005Not Applicable(Former name or former address, if changed since last report)Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, par value $0.0001 per share LSEA The Nasdaq Capital Market Warrants exercisable for Common Stock LSEAW The Nasdaq Capital Market and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐Large accelerated filer ☐ Accelerated filer ☒ Non-accelerated filer ☐ Smaller reporting company ☒ Emerging growth company ☐ Large accelerated filer☐Accelerated filer☐Non-accelerated filer (Do not check if smaller reporting company)☒Smaller reporting company☐Emerging growth company☒☒☐ No ☐August 10, 2018, 15,525,000October 27, 2023, 37,795,191 Class A common stock, par value $0.0001 per share, and 3,881,250 Class B common stock, par value $0.0001 per share, were issued and outstanding, respectively.outstanding.Landsea Homes Corporation Form 10-Q Index For the Three and Nine Months Ended September 30, 2023 LF CAPITAL ACQUISITION CORP.Form 10-QFor the Quarter Ended June 30, 2018Table of ContentsI -I. FINANCIAL INFORMATIONItem 1.Interim Financial StatementsLF CAPITAL ACQUISITION CORP.UNAUDITED CONDENSED BALANCE SHEETS June 30, 2018 December 31, 2017 Assets Current assets: Cash $ 907,038 $ 19,538 Prepaid expenses 59,166 — Total current assets 966,204 19,538 Deferred offering costs associated with initial public offering — 178,283 Cash and marketable securities held in Trust Account 158,355,000 — Total assets $ 159,321,204 $ 197,821 Liabilities and Stockholder's Equity (Deficit) Current liabilities: Accounts payable $ 313,131 $ 76,804 Accrued expenses 167,500 18,600 Note payable - related parties — 200,000 Total current liabilities 480,631 295,404 Deferred underwriting commissions 5,433,750 — Total liabilities 5,914,381 295,404 Commitments Class A common stock, $0.0001 par value; 14,549,688 and -0- shares subject to possible redemption at $10.20 per share at June 30, 2018 and December 31, 2017, respectively 148,406,818 — Stockholders' Equity (Deficit): Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding at June 30, 2018 and December 31, 2017 — — Class A common stock, $0.0001 par value; 100,000,000 shares authorized; 975,312 and -0- shares issued and outstanding (excluding 14,549,688 and -0- shares subject to possible redemption) at June 30, 2018 and December 31, 2017, respectively 97 — Convertible Class B common stock, $0.0001 par value; 15,000,000 shares authorized; 3,881,250 shares issued and outstanding at June 30, 2018 and December 31, 2017 388 388 Additional paid-in capital 5,412,070 24,612 Accumulated deficit (412,550 ) (122,583 ) Total stockholders' equity (deficit) 5,000,005 (97,583 ) Total Liabilities and Stockholders' Equity (Deficit) $ 159,321,204 $ 197,821 The accompanying notes are an integral part of these unaudited condensed interim financial statements.1Landsea Homes Corporation Consolidated Balance Sheets - (Unaudited) (in thousands, except share and per share amounts) September 30, 2023 December 31, 2022 Assets Cash and cash equivalents $ 133,491 $ 123,634 Cash held in escrow 10,956 17,101 Real estate inventories 1,155,661 1,093,369 Due from affiliates 4,232 3,744 Goodwill 68,639 68,639 Other assets 104,108 134,009 Total assets $ 1,477,087 $ 1,440,496 Liabilities Accounts payable $ 72,287 $ 74,445 Accrued expenses and other liabilities 150,079 149,426 Due to affiliates 881 884 Line of credit facility, net 317,010 505,422 Senior notes, net 235,383 — Total liabilities 775,640 730,177 Equity Stockholders’ equity: Preferred stock, $0.0001 par value, 50,000,000 shares authorized, none issued and outstanding as of September 30, 2023 and December 31, 2022, respectively — — Common stock, $0.0001 par value, 500,000,000 shares authorized, 41,382,453 issued and 37,795,191 outstanding as of September 30, 2023, 42,110,794 issued and 40,884,268 outstanding as of December 31, 2022 4 4 Additional paid-in capital 477,837 497,598 Retained earnings 175,109 158,348 Total stockholders’ equity 652,950 655,950 Noncontrolling interests 48,497 54,369 Total equity 701,447 710,319 Total liabilities and equity $ 1,477,087 $ 1,440,496 LF CAPITAL ACQUISITION CORP.CONDENSED INTERIM STATEMENTS OF OPERATIONS(Unaudited) For the Three Months Ended For the Six Months Ended June 30, 2018 June 30, 2018 General and administrative expenses $ 135,011 $ 191,350 Franchise taxes 100,000 98,618 Loss from operations (235,011 ) (289,968 ) Interest income — 1 Net loss $ (235,011 ) $ (289,867 ) Weighted average shares outstanding of Class A common stock 15,525,000 15,525,000 Basic and diluted net income per share, Class A $ (0.00 ) $ (0.00 ) Weighted average shares outstanding of Class B common stock 3,881,250 3,881,250 Basic and diluted net loss per share, Class B $ (0.06) $ (0.07 ) Theare an integral part of these unaudited condensed interimto the consolidated financial statements.2Landsea Homes Corporation Consolidated Statements of Operations - (Unaudited) (in thousands, except share and per share amounts) Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Revenue Home sales $ 258,062 $ 326,496 $ 790,199 $ 975,269 Lot sales and other 19,286 9,089 22,133 45,222 Total revenues 277,348 335,585 812,332 1,020,491 Cost of sales Home sales 209,753 258,362 647,642 770,220 Lot sales and other 13,309 10,737 15,770 40,546 Total cost of sales 223,062 269,099 663,412 810,766 Gross margin Home sales 48,309 68,134 142,557 205,049 Lot sales and other 5,977 (1,648) 6,363 4,676 Total gross margin 54,286 66,486 148,920 209,725 Sales and marketing expenses 16,930 21,063 51,672 64,366 General and administrative expenses 25,463 21,111 74,223 70,734 Total operating expenses 42,393 42,174 125,895 135,100 Income from operations 11,893 24,312 23,025 74,625 Other income (loss), net 656 990 2,770 (654) Loss on remeasurement of warrant liability — — — (7,315) Pretax income 12,549 25,302 25,795 66,656 Provision for income taxes 3,066 4,021 6,323 17,460 Net income 9,483 21,281 19,472 49,196 Net income attributable to noncontrolling interests 887 1,311 2,711 1,226 Net income attributable to Landsea Homes Corporation $ 8,596 $ 19,970 $ 16,761 $ 47,970 Income per share: Basic $ 0.22 $ 0.49 $ 0.43 $ 1.10 Diluted $ 0.22 $ 0.49 $ 0.42 $ 1.09 Weighted average common shares outstanding: Basic 38,336,100 39,935,152 39,402,507 42,768,269 Diluted 38,440,392 40,097,269 39,549,035 42,943,871 LF CAPITAL ACQUISITION CORP.CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)(Unaudited) Common Stock Additional Total Class A Class B Paid-in Accumulated Stockholders' Shares Amount Shares Amount Capital Deficit Equity (Deficit) Balance - June 29, 2017 (Inception) — $ — — $ — $ — $ — $ — Issuance of Class B common stock to Sponsor — — 3,881,250 388 24,612 — 25,000 Net loss — — — — — (122,583 ) (122,583 ) Balance - December 31, 2017 — $ — 3,881,250 $ 388 $ 24,612 $ (122,583 ) $ (97,583 ) Sale of units in initial public offering 15,525,000 1,552 — — 155,248,448 — 155,250,000 Offering costs — — — — (9,215,627 ) — (9,215,627 ) Sale of private placement warrants to Sponsor in private placement — — — — 7,760,000 — 7,760,000 Common stock subject to possible redemption (14,549,688 ) (1,455 ) — — (148,405,363 ) — (148,406,818 ) Net loss (unaudited) — — — — — (289,967 ) (289,967 ) Balance - June 30, 2018 (unaudited) 975,312 $ 97 3,881,250 $ 388 $ 5,412,070 $ (412,550 ) $ 5,000,005 Theare an integral part of these unaudited condensed interimto the consolidated financial statements.3Landsea Homes Corporation Consolidated Statements of Equity - (Unaudited) (in thousands, except shares) Common Stock Shares Amount Additional paid-in capital Retained earnings Noncontrolling
interestsTotal stockholders' equity Balance at June 30, 2023 39,183,181 $ 4 $ 490,741 $ 166,513 $ 54,348 $ 711,606 Stock options exercised 3,877 — 37 — — 37 Stock-based compensation expense — — 879 — — 879 Repurchase of common stock and associated tax (1,391,867) — (13,820) — — (13,820) Distributions to noncontrolling interests — — — — (6,738) (6,738) Net income — — — 8,596 887 9,483 Balance at September 30, 2023 37,795,191 $ 4 $ 477,837 $ 175,109 $ 48,497 $ 701,447 Common Stock Shares Amount Additional paid-in capital Retained earnings Noncontrolling
interestsTotal stockholders’ equity Balance at December 31, 2022 40,884,268 $ 4 $ 497,598 $ 158,348 $ 54,369 $ 710,319 Shares issued under share-based awards 267,782 — — — — — Stock options exercised 3,877 — 37 — — 37 Cash paid for shares withheld for taxes — — (695) — — (695) Stock-based compensation expense — — 2,249 — — 2,249 Repurchase of common stock and associated tax (2,360,736) — (21,352) — — (21,352) Forfeiture and cancellation of Earnout Shares (1,000,000) — — — — — Distributions to noncontrolling interests — — — — (8,583) (8,583) Net income — — — 16,761 2,711 19,472 Balance at September 30, 2023 37,795,191 $ 4 $ 477,837 $ 175,109 $ 48,497 $ 701,447 LF CAPITAL ACQUISITION CORP.CONDENSED INTERIM STATEMENT OF CASH FLOWS(Unaudited) For the Six Months Ended June 30, 2018 Cash Flows from Operating Activities: Net loss $ (289,967 ) Adjustments to reconcile net loss to net cash used in operating activities: Changes in operating assets and liabilities: Prepaid expenses (59,166 ) Accounts payable (32,954 ) Accrued expenses 108,900 Net cash used in operating activities (273,187 ) Cash Flows from Investing Activities Principal deposited in Trust Account (158,355,000 ) Net cash used in investing activities (158,355,000 ) Cash Flows from Financing Activities: Proceeds from note payable to related parties 260,000 Repayment of note payable to related parties (460,000 ) Proceeds received from initial public offering 155,250,000 Offering costs (3,294,313 ) Proceeds received from private placement 7,760,000 Net cash provided by financing activities 159,515,687 Net increase in cash 887,500 Cash - beginning of the period 19,538 Cash - ending of the period $ 907,038 Supplemental disclosure of noncash investing and financing activities: Offering costs included in accrued expenses $ 40,000 Offering costs included in accounts payable $ 269,281 Deferred underwriting commissions in connection with the initial public offering $ 5,433,750 Change in value of Class A common stock subject to possible redemption $ 148,495,241 Reclassification of deferred offering costs to paid-in capital $ 178,273 Theare an integral part of these unaudited condensed interimto the consolidated financial statements.4Landsea Homes Corporation Consolidated Statements of Equity - (Unaudited) (in thousands, except shares) Common Stock Shares Amount Additional paid-in capital Retained earnings Noncontrolling
interestsTotal stockholders' equity Balance at June 30, 2022 40,925,579 $ 4 $ 496,170 $ 112,797 $ 56,165 $ 665,136 Shares issued under share-based awards 24,464 — — — — — Stock-based compensation expense — — 908 — — 908 Distributions to noncontrolling interests — — — — (3,072) (3,072) Net income (loss) — — — 19,970 1,311 21,281 Balance at September 30, 2022 40,950,043 $ 4 $ 497,078 $ 132,767 $ 54,404 $ 684,253 Common Stock Shares Amount Additional paid-in capital Retained earnings Noncontrolling
interestsTotal stockholders’ equity Balance at December 31, 2021 46,281,091 $ 5 $ 535,345 $ 84,797 $ 1,250 $ 621,397 Shares issued under share-based awards 228,529 — — — — — Cash paid for shares withheld for taxes — — (848) — — (848) Stock-based compensation expense — — 2,780 — — 2,780 Repurchase of common stock (5,559,577) (1) (40,199) — — (40,200) Contributions from noncontrolling interests — — — — 55,000 55,000 Distributions to noncontrolling interests — — — — (3,072) (3,072) Net income (loss) — — — 47,970 1,226 49,196 Balance at September 30, 2022 40,950,043 $ 4 $ 497,078 $ 132,767 $ 54,404 $ 684,253 Landsea Homes Corporation Consolidated Statements of Cash Flows - (Unaudited) (in thousands) LF CAPITAL ACQUISITION CORP.NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS(UNAUDITED)Note 1. Description of Organization and Business OperationsLF Capital Acquisition Corp. (the “Company”) is a blank check company incorporated in the state of Delaware on June 29, 2017. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses that the Company has not yet identified (“Business Combination”). Although the Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination, the Company intends to capitalize on the ability of its management team to focus its search for a target business in the commercial banking and financial technology industries. The Company had no activity from June 29 to June 30, 2017.At June 30, 2018, the Company had not yet commenced operations. All activity through June 30, 2018 relatesNine Months Ended September 30, 2023 2022 (dollars in thousands) Cash flows from operating activities: Net income $ 19,472 $ 49,196 Adjustments to reconcile net income to net cash from operating activities: Depreciation and amortization 3,778 4,445 Loss on remeasurement of warrant liability — 7,315 Real estate inventories impairment 4,700 — Stock-based compensation 2,249 2,780 Loss on extinguishment or forgiveness of debt — 2,496 Abandoned project costs 745 324 Write-off of offering costs 436 — Deferred taxes (10) (2,217) Changes in operating assets and liabilities: Cash held in escrow 6,145 (3,111) Real estate inventories (64,666) (99,397) Due from affiliates (491) (715) Other assets 31,790 (46,887) Accounts payable (2,159) 2,284 Accrued expenses and other liabilities 123 287 Net cash provided by (used in) operating activities 2,112 (83,200) Cash flows from investing activities: Purchases of property and equipment (5,530) (4,062) Distributions of capital from unconsolidated joint ventures — 578 Payments for business acquisition, net of cash acquired — (258,727) Net cash used in investing activities (5,530) (262,211) Cash flows from financing activities: Borrowings from notes and other debts payable 482,500 361,910 Repayments of notes and other debts payable (429,300) (240,526) Cash paid for shares withheld for taxes (695) (848) Payment for buyback of warrants — (16,500) Proceeds from exercise of stock options 37 — Repurchases of common stock (21,160) (40,200) Contributions from noncontrolling interests — 55,000 Distributions to noncontrolling interests (8,583) (3,072) Deferred offering costs paid (224) — Debt issuance and extinguishment costs paid (9,300) (3,414) Net cash provided by financing activities 13,275 112,350 Net decrease in cash, cash equivalents, and restricted cash 9,857 (233,061) Cash, cash equivalents, and restricted cash at beginning of period 123,634 343,253 Cash, cash equivalents, and restricted cash at end of period $ 133,491 $ 110,192 Company’s formationconsolidated financial statements.Landsea Homes Corporation Notes to the Consolidated Financial Statements - (unaudited) the initial public offering (“Initial Public Offering”), which is described below. The Company has selected December 31 as its fiscal year end.The registration statement for the Company’s Initial Public Offering was declared effective on June 19, 2018. On June 22, 2018, the Company consummated its Initial Public Offering of 15,525,000 units (each, a “Unit” and collectively, the “Units”), including 2,025,000 Units issued pursuant to the exercise in full of the underwriters’ over-allotment option, at $10.00 per Unit, generating gross proceeds of $155.25 million, and incurring offering costs of approximately $9.2 million, inclusive of $5.4338 million in deferred underwriting commissions (Note 3).Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 7,760,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to the Sponsor, Level Field Capital, LLC (“Sponsor”) and certain funds and accounts managed by subsidiaries of BlackRock, Inc. (collectively, “anchor investor”), generating gross proceeds of $7.76 million (Note 4).Upon the closing of the Initial Public Offering and Private Placement, $158.355 million ($10.20 per Unit) of the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement was placed in a trust account (“Trust Account”) and is required to be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below. At June 30, 2018, the Trust Account was invested in a money market fund.The Company’s management has broad discretion with respect to the specific application of the net proceeds of its Initial Public Offering and Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company’s initial Business Combination must be with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on income earned on the trust account) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act 1940, as amended, or the Investment Company Act.The Company will provide its shareholders of Public shares (“Public Shareholders”) with the opportunity to redeem all or a portion of their Public shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. If, however, shareholder approval of the transaction is required by law or stock exchange listing requirement, or the Company decides to obtain shareholder approval for business or other legal reasons, it will: (i) conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and (ii) file proxy materials with the Securities and Exchange Commission (“SEC”). The public shareholders will be entitled to redeem their Public shares for a pro rata portion of the amount then in the Trust Account (initially approximately $10.20 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations, less up to $100,000 of interest to pay dissolution expenses).LF CAPITAL ACQUISITION CORP.NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS(UNAUDITED)The per-share amount to be distributed to public shareholders who redeem their Public shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 6). These Public shares have been recorded at redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by the law and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Articles of incorporation, conduct the redemptions pursuant to the tender offer rules of the SEC, and file tender offer documents with the SEC prior to completing a Business Combination. If, however, a shareholder approval of the transactions is required by law, or the Company decides to obtain shareholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each public shareholder may elect to redeem their Public shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks shareholder approval in connection with a Business Combination, the initial shareholders (as defined below) have agreed to vote their founder shares (as defined in Note 5) and any Public shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the initial shareholders have agreed to waive their redemption rights with respect to their founder shares and Public shares in connection with the completion of a Business Combination.Notwithstanding the foregoing, the Company’s Amended and Restated Articles of incorporation provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 20% or more of the Class A common stock sold in the Initial Public Offering, without the prior consent of the Company.If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem 100% of the outstanding Public shares which redemption will completely extinguish public stockholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the Company’s board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations to provide for claims of creditors and the requirements of applicable law.In connection with the redemption of 100% of the Company’s outstanding Public shares for a portion of the funds held in the Trust Account, each holder will receive a full pro rata portion of the amount then in the Trust Account, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay for its franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses).The initial shareholders have agreed to waive their liquidation rights with respect to the founder shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial shareholders should acquire Public shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Company’s Public shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.20 per share initially held in the Trust Account (or less than that in certain circumstances). In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company, jointly and severally, if and to the extent any claims by a vendor for services renderedLF CAPITAL ACQUISITION CORP.NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS(UNAUDITED)or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent auditors), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.LiquidityAs of June 30, 2018, the Company had approximately $907,000 in its operating bank account, and working capital of approximately $486,000.Through June 30, 2018, the Company’s liquidity needs have been satisfied through receipt of a $25,000 capital contribution from the Sponsor in exchange for the issuance of the founder shares (Note 5) to the Sponsor, loans from the Sponsor, and the proceeds from the consummation of the Private Placement not held in Trust Account. The Company fully repaid the loan from the proceeds of the Initial Public Offering not being placed in the Trust Account on June 22, 2018.In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company officers and directors may, but are not obligated to, loan the Company Working Capital Loans (see Note 5). The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants.Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet the Company’s needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.Note 2. Summary of Significant AccountingAccount Policiespresentationunauditedconsolidated financial statements as of June 30, 2018 and for the three and six months then ended have been prepared in accordance with accounting principles generally accepted in the United States generally accepted accounting principlesof America (“U.S. GAAP”) and include the accounts of the Company and all subsidiaries, partnerships, and other entities in which the Company has a controlling interest as well as variable interest entities (“VIEs”) in which the Company is deemed the primary beneficiary. The Company’s investments in both unconsolidated entities in which a significant, but less than controlling, interest is held and in VIEs in which the Company is not deemed to be the primary beneficiary are accounted for under the equity method. All intercompany transactions and balances have been eliminated in consolidation.Commission. Accordingly, they do notCommission (“SEC”) and should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on March 9, 2023. The accompanying unaudited consolidated financial statements include all of the information and footnotes required by U.S. GAAP. In the opinion of management, all adjustments, (consistingconsisting of normal accruals) consideredrecurring entries, necessary for a fair presentation have been included. Operatingof the Company’s results for the three and six months ended June 30, 2018interim periods presented. Results for the interim periods are not necessarily indicative of the results that mayto be expected for the full year ending December 31, 2018.These unaudited condensed financial statements should be read in conjunction with the audited financial statements contained in the Company’s final prospectusdue to seasonal variations and Current Report on Form 8-K filed with the SEC on June 20, 2018 and June 28, 2018, respectively.LF CAPITAL ACQUISITION CORP.NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS(UNAUDITED)Emerging growth companyThe Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.estimatesdisclosuremeasurement principle in ASC 805, Business Combinations, and will result in recognition of contingentcontract assets and contract liabilities consistent with those recorded by the acquiree immediately before the acquisition date. The standard is effective for fiscal years beginning after December 15, 2022, early adoption was permitted. The adoption did not have a material impact on the Company’s consolidated financial statements.Landsea Homes Corporation Notes to the Consolidated Financial Statements - (unaudited) financial statementsacquisition to reflect the purchase price paid.Assets Acquired Cash $ 3,857 Real estate inventories 232,071 Goodwill 44,182 Trade name 1,590 Other assets 378 Total assets $ 282,078 Liabilities Assumed Accounts payable $ 6,329 Accrued expenses 13,165 Total liabilities 19,494 Net assets acquired $ 262,584 Landsea Homes Corporation Notes to the Consolidated Financial Statements - (unaudited) Three Months Ended September 30, Nine Months Ended September 30, 2022 2022 (dollars in thousands) Revenue $ 335,585 $ 1,025,600 Pretax income 34,994 103,890 Provision for income taxes 4,823 27,213 Net income $ 30,171 $ 76,677 reported amountsJV partner. The 14th Ave JV was also funded by third-party debt which was paid off in April 2022 with proceeds from a loan provided by the Company. The intercompany loan is eliminated upon consolidation.expensesthe VIEs’ assets and liabilities in the consolidated balance sheets as of September 30, 2023 and December 31, 2022.September 30, 2023 December 31, 2022 (dollars in thousands) Cash $ 4,407 $ 4,697 Real estate inventories 90,682 99,699 Due from affiliates 719 329 Other assets 2,104 2,124 Total assets $ 97,912 $ 106,849 Accounts payable $ 288 $ 1,577 Accrued expenses and other liabilities 4,950 5,616 Total liabilities $ 5,238 $ 7,193 Landsea Homes Corporation Notes to the Consolidated Financial Statements - (unaudited) September 30, 2023 December 31, 2022 (dollars in thousands) Deposits and pre-acquisition costs $ 101,429 $ 101,395 Land held and land under development 280,755 191,047 Homes completed or under construction 720,265 779,352 Model homes 53,212 21,575 Total real estate inventories $ 1,155,661 $ 1,093,369 reporting period. Making estimates requires managementthree months ended September 30, 2023. The Company did not recognize any impairments on real estate inventories during the three and nine months ended September 30, 2022. Real estate inventories impairment charges are recorded to exercise significant judgment. It is at least reasonably possible thatcost of home sales in the estimateconsolidated statements of operations.Impairment Data Quantitative Data Three Months Ended Number of Projects Impaired Real Estate Inventories Impairment Fair Value of Inventory After Impairment Discount Rate (dollars in thousands) June 30, 2023 1 $ 4,700 $ 19,363 11 % Total $ 4,700 Landsea Homes Corporation Notes to the Consolidated Financial Statements - (unaudited) September 30, 2023 December 31, 2022 (dollars in thousands) Line of credit facility $ 325,000 $ 514,300 Deferred loan costs (7,990) (8,878) Line of credit facility, net $ 317,010 $ 505,422 September 30, 2023 December 31, 2022 (dollars in thousands) Senior notes $ 250,000 $ — Discount and deferred loan costs (14,617) — Senior notes, net $ 235,383 $ — Landsea Homes Corporation Notes to the Consolidated Financial Statements - (unaudited) condition, situationwrongful death suit. The insurers contend they are entitled to seek reimbursement from the Company for some or setall of circumstancessuch amounts, which the Company disputes. During October 2023, one of the insurers filed a lawsuit seeking reimbursement, however, at this time the Company is unable to estimate the amount or outcome of the insurers’ claims against the Company. In addition, the Company is unable to estimate the amount or outcome of its recovery actions against relevant third parties.Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 (dollars in thousands) Beginning warranty accrual $ 46,227 $ 18,010 $ 46,657 $ 15,692 Warranty provision 2,988 1,359 5,162 4,602 Warranty payments (3,547) (1,118) (6,151) (2,043) Ending warranty accrual $ 45,668 $ 18,251 $ 45,668 $ 18,251 existedrange from 1 to 8 years and often include one or more options to renew. During December 2021, the Company sold model homes and immediately leased back these models. Certain of these model homes were not complete at the time of sale. All of the leases from the sale-leasebacks are accounted for as operating leases and are reflected as part of the Company’s right-of-use assets and lease liabilities in the accompanying consolidated balance sheets. Certain of these sales were to a related party; refer to Note 9 – Related Party Transactions for further detail. The weighted average remaining lease term as of September 30, 2023 and December 31, 2022 was 5.8 and 5.7 years, respectively. Renewal terms are included in the lease term when it is reasonably certain the option will be exercised.financial statements, which management consideredrate implicit in formulating its estimate, could changeeach lease is not readily determinable, the Company’s incremental borrowing rate is used in determining the near term due to one or morepresent value of future confirming events. Accordingly,minimum payments as of the actual results could differ significantly from those estimates.Offering costsDeferred offering costs atcommencement date. The weighted average rate as of September 30, 2023 and December 31, 2017 consisted2022 was 5.4% and 4.6%, respectively. Lease components and non-lease components are accounted for as a single lease component. As of legal, accounting, underwriting feesSeptember 30, 2023, the Company had $12.9 million and $14.1 million recognized as a right-of-use asset and lease liability, respectively, which are presented on the consolidated balance sheets within other assets and accrued expenses and other liabilities, respectively. As of December 31, 2022, the Company had $15.6 million and $16.4 million recognized as a right-of-use asset and lease liability, respectively.Landsea Homes Corporation Notes to the Consolidated Financial Statements - (unaudited) 2023 $ 1,042 2024 3,481 2025 2,582 2026 2,332 2027 2,101 Thereafter 4,737 Total lease payments 16,275 Less: Discount (2,217) Present value of lease liabilities $ 14,058 incurred throughon behalf of Landsea Holdings. The Company records a due from affiliate balance for all such payments. As of September 30, 2023 and December 31, 2022, the Company had a net receivable due from affiliates balance sheet dateof $3.4 million and $2.9 million, respectively.directlysold by Green Investment Alpha Limited, a beneficial owner of the Company, in a registered secondary offering, for a total purchase price of $7.8 million. Green Investment Alpha Limited no longer qualifies as a related to the Initial Public Offering and that were charged to stockholders’ equityparty upon the completion of the Initial Public Offering duringsale.2018.Concentration2023, the Company repurchased from the underwriters, at the public offering price of credit riskFinancial instruments$7.50 per share, 443,478 shares of common stock that potentially subjectwere sold by Landsea Holdings, the Company’s majority stockholder, in a registered secondary offering, for a total purchase price of $3.3 million.concentrationrepurchase 4.4 million shares of credit risk consistcommon stock held by Landsea Holdings. The Company paid $30.0 million at a price of $6.82 per share, a cash account in a financial institution which, at times may exceeddiscount of 5% compared to the Federal depository insurance coverageclosing price on May 31, 2022 of $250,000. At June 30, 2018,$7.18. Additionally, the Company hadrepurchased all 5.5 million outstanding Private Placement Warrants, of which Landsea Holdings held 2.2 million. The Company paid Landsea Holdings $6.6 million at $3.00 per Private Placement Warrant. In addition, 2.8 million of the repurchased Private Placement Warrants were held by Level Field Capital, LLC, a related party that is controlled by a member of the Company’s Board of Directors. The Company paid Level Field Capital, LLC $8.4 million at $3.00 per Private Placement Warrant. The Company’s common stock and Warrants are discussed further in Note 14 – Stockholders’ Equity.experienced lossescomplete at the time of sale. The Company recognized lot sales and other revenue of $1.2 million during the nine months ended September 30, 2022 related to the model homes still under construction on the sale date. Corresponding lot and other cost of sales of $1.3 million was also recognized during the same period. No additional revenue or cost of sales related to this accounttransaction were recognized during the three months ended September 30, 2022. The Company did not recognize any revenue or other cost of sales related to these model homes during the three and management believesnine months ended September 30, 2023. As part of this transaction, the Company leased back these models. The total amount of rent payments made during the three and nine months ended September 30, 2023 is $0.2 million and $0.6 million, respectively. The total amount of rent payments made during the three and nine months ended September 30, 2022 is $0.2 million and $0.6 million, respectively. The right-of-use asset and lease liability balances associated with these leases is $0.7 million and $0.7 million, respectively, as of September 30, 2023 and $1.3 million and $1.3 million, respectively, as of December 31, 2022.Landsea Homes Corporation Notes to the Consolidated Financial Statements - (unaudited) not exposedprecluded from repaying Landsea Holdings’ notes payable to significant credit risksthe affiliated entities of its parent. Therefore, beginning January 7, 2021, additional interest from these notes payable is no longer pushed down to the Company. Capitalized interest included in real estate inventories on such account.Fairthe consolidated balance sheets associated with this transaction was $0.6 million and $2.2 million as of September 30, 2023 and December 31, 2022, respectively. Previously capitalized related party interest included in cost of sales during the three and nine months ended September 30, 2023 was $0.3 million and $1.6 million, respectively. Previously capitalized related party interest included in cost of sales during the three and nine months ended September 30, 2022 was $0.7 million and $3.8 million, respectively.instrumentsThe fair valueposition. Also, changes in existing federal and state tax laws and tax rates could affect future tax results and the valuation of the Company’s assetsdeferred tax assets.liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximatesa 1% excise tax on stock repurchases made by publicly traded US corporations after December 31, 2022. The IRA also retroactively extended the carrying amounts representedfederal tax credit for building new energy-efficient homes for homes delivered from January 1, 2022 through December 31, 2032.Landsea Homes Corporation Notes to the Consolidated Financial Statements - (unaudited) accompanying balance sheet,acquisition, development, and sale of homes and lots in multiple states across the country. The Company is managed by geographic location and each of the five geographic regions targets a wide range of buyer profiles including: first time, move-up, and luxury homebuyers.duededicated to their short-term nature.Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 (dollars in thousands) Revenue Arizona $ 69,308 $ 76,808 $ 215,000 $ 234,927 California 103,982 118,977 270,756 343,466 Florida 104,058 103,564 320,740 320,358 Metro New York — 28,132 1,649 95,758 Texas — 8,104 4,187 25,982 Total revenues $ 277,348 $ 335,585 $ 812,332 $ 1,020,491 Pretax income (loss) Arizona $ 5,253 $ 6,046 $ 4,826 $ 17,653 California 9,795 20,059 17,184 68,085 Florida 4,378 4,172 23,993 8,028 Metro New York (917) (810) (1,818) 646 Texas (1,383) (215) (4,144) (93) Corporate (4,577) (3,950) (14,246) (27,663) Total pretax income $ 12,549 $ 25,302 $ 25,795 $ 66,656 Landsea Homes Corporation Notes to the Consolidated Financial Statements - (unaudited) September 30, 2023 December 31, 2022 (dollars in thousands) Assets Arizona $ 346,411 $ 357,788 California 545,670 513,549 Florida 432,565 422,045 Metro New York 42,249 45,277 Texas 54,669 26,923 Corporate 55,523 74,914 Total assets $ 1,477,087 $ 1,440,496 MeasurementsFairMeasurement is defined as the price that would be received for sale ofselling an asset or paid forto transfer of a liability in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tierdate and requires assets and liabilities carried at fair value hierarchy, which prioritizesto be classified and disclosed in the inputs used in measuring fair value.LF CAPITAL ACQUISITION CORP.NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS(UNAUDITED)The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:defined as observable inputs such as quoted— Quoted prices for identical instruments in active markets;markets.defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted— Quoted prices for similar instruments in active markets ormarkets; quoted prices for identical or similar instruments in markets that are not active;inactive; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets at measurement date.defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations— Valuations derived from valuation techniques in whichwhere one or more significant inputs or significant value drivers are unobservable.unobservable in active markets at measurement date.ASC 820, Fair Value MeasurementDisclosures, requires all entitiesestimated fair values of financial instruments:September 30, 2023 December 31, 2022 Hierarchy Carrying Value Fair Value Carrying Value Fair Value (dollars in thousands) Liabilities: Level 2 $ 325,000 $ 325,000 $ 514,300 $ 514,300 Level 2 $ 250,000 $ 242,500 $ — $ — disclosethe variable interest rate terms of these loans. Carrying value excludes any associated discounts or deferred loan costs.offor these financial instruments both assetsbased upon an evaluation of the underlying characteristics, market data, and liabilities for which it is practicable to estimatebecause of the short period of time between origination of the instruments and their expected realization. The fair value and defines fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties. As of June 30, 2018, the recorded values of cash and cash equivalents prepaid expenses, accounts payable, and accrued expenses approximateis classified in Level 1 of the fair values due to the short-term nature of the instruments.Class A Common Stock Subject to Possible RedemptionThe Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) are classifiedvalue hierarchy.liability instrumentsreal estate inventories and goodwill are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that feature redemption rights that are eithervalue on a non-recurring basis using a discounted cash flow approach with Level 3 inputs within the controlfair value hierarchy. This measurement is performed when events and circumstances indicate the asset’s carrying value is not fully recoverable. During the nine months ended September 30, 2023, weLandsea Homes Corporation Notes to the Consolidated Financial Statements - (unaudited) the holder or subject to redemption upon the occurrence of uncertain events$24.1 million within one community in our California segment was not solely within the Company’s control) are classified as temporary equity. At all other times, shares of Class A common stock are classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at June 30, 2018, 14,549,688 shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet.Net Loss per ShareThe Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net loss per share is computed by dividing net loss applicable to common stockholders by the weighted average number of shares of common stock outstanding for the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and Private Placement to purchase an aggregate of 23,285,000 shares of Class A common stock in the calculation of diluted earnings per share, since their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted earnings per share is the same as basic earnings per share for the period.The Company’s condensed statement of operations includes a presentation of loss per share for common stock subject to redemption in a manner similar to the two-class method of loss per share. Net loss per share, basic and diluted for Class A common stock is calculated by dividing the interest income earned on the Trust Account, net of applicable taxes, by the weighted average number of shares of Class A common stock outstanding since the initial issuance. Net loss per share, basic and diluted for Class B common stock is calculated by dividing the net loss, less income attributable to Class A common stock, by the weighted average number of shares of Class B common stock outstanding for the period.Income TaxesThe Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilitiesfully recoverable. Accordingly, we recognized real estate inventories impairment charges of a change in tax rates is recognized in income inan aggregate $4.7 million to reflect the period that includedestimated fair value of the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets tocommunity of $19.4 million. No additional impairments were recorded during the amount expected to be realized.LF CAPITAL ACQUISITION CORP.NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS(UNAUDITED)FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of Junethree months ended September 30, 2018.2023. The Company recognizes accrued interestdetermined that none of the real estate inventories or goodwill required impairment during the three and penalties relatednine months ended September 30, 2022. Refer to unrecognized tax benefits as income tax expense. No amounts were accruedthe payment of interest and penalties at June 30, 2018. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subjectadditional information.income tax examinationsbeing purchased by major taxing authorities since inception.The Company has recorded deferred tax assets relating to expenses deferred for income tax purposes as of June 30, 2018 amounting to approximately $133,000, as well as offsetting full valuation allowances, as the Company is not currently generating income that will allow this asset to be realized. On December 22, 2017, the Tax Cuts and Jobs Act was signed into legislation. As part of the legislation, the U.S. corporate income tax rate was reduced to 21%. The Company has a full valuation allowance against its deferred tax assets, and therefore no deferred tax expense has been recorded as a result of the reduced tax rate.The table below sets forth the Company’s deferred tax assets: June 30 December 31 2018 2017 Deferred tax assets: Net operating loss carryovers $ 1,935 $ 686 Start-up cost 130,677 38,313 Total deferred tax assets 132,612 38,999 Valuation allowance (132,612 ) (38,999 ) Deferred tax assets, net of allowance $ — $ — Recent Accounting PronouncementsManagement does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.Note 3. Initial Public OfferingOnin June 22, 2018, the Company sold 15,525,000 Units at a price of $10.00 per Unit in the Initial Public Offering. Each Unit consists of one Class A common stock and one redeemable warrant (“Public Warrant”). Each Public Warrant will entitle the holder to purchase one Class A share at an exercise price of $11.50 per share, subject to adjustment (see Note 7).Note 4. Private PlacementConcurrently with the closing of the Initial Public Offering, the Sponsor and the anchor investor purchased an aggregate of 7,760,000 Private Placement Warrants at $1.00 per warrant ($7.76 million in the aggregate) in a private placement. Among2022, the Private Placement Warrants 7,209,560 warrants were purchased by the Sponsor and 550,440 warrants were purchased by the anchor investor.10LF CAPITAL ACQUISITION CORP.NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS(UNAUDITED)Each Private Placement Warrant is exercisable to purchase one Class A sharehistorically measured at $11.50 per share. A portion of the proceeds from the Private Placement Warrants was added to the proceeds from the Initial Public Offering to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless.Note 5. Related Party TransactionsFounder SharesIn August 2017, the Company issued an aggregate of 4,312,500 shares of Class B common stock to the Sponsor (the “founder shares”) in exchange for an aggregate capital contribution of $25,000. In February 2018, the Sponsor forfeited 431,250 founder shares, resulting in a decrease in the total number of founder shares from 4,312,500 to 3,881,250. All share amounts presented in the financial statements have been retroactively restated to reflect these share forfeitures. In June 2018, the Sponsor forfeited 267,300 founder shares and the anchor investor purchased 267,300 founder shares for an aggregate purchase price of $1,980. Of the 3,881,250 founder shares, the Sponsor had agreed to forfeit an aggregate of up to 506,250 founder shares to the extent that the over-allotment option is not exercised in full by the underwriters. As of June 22, 2018, the underwriter exercised its over-allotment option in full, hence, these 506,250 shares were no longer subject to forfeiture.The founder shares will automatically convert into Class A common stock upon the consummation of a Business Combinationfair value on a one-for-onerecurring basis subject to adjustment (see Note 7). using a Black-Scholes option pricing model.initial shareholders agreed not to transfer, assign or sell any of their founder shares untilfollowing table reconciles the earliest of (a) one year afterbeginning and ending balances for the completion ofLevel 3 recurring fair value measurements during the initial Business Combination, (b) subsequent to the initial Business Combination, if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (C)periods presented:Nine Months Ended September 30, 2023 2022 Warrant liability (dollars in thousands) Beginning balance $ — $ 9,185 Changes in fair value — 7,315 Repurchases of warrants — (16,500) Ending balance $ — $ — the completion of the initial Business Combination, such future date on which the Company completestable presents a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of our public stockholders having the right to exchange their common stock for cash, securities or other property.If the anchor investor does not own the number of Public Units equal to 1,336,500 at the time of any stockholder vote with respect to an initial Business Combination or the business day immediately prior to the consummation of the initial Business Combination, the anchor investor will forfeit up to 267,300 founder shares on a pro rata basis. In such case, the Sponsor will repurchase all or a portion of the Private Placement Warrants held by the anchor investor at its original purchase price.Office Space and Related Support ServicesThe Company agreed, commencing on the effective date of the Initial Public Offering through the earliersummary of the Company’s consummation ofnonvested performance share units (“PSUs”) and restricted stock units (“RSUs”) for the nine months ended September 30, 2023:Awards Weighted Average Grant Date Fair Value (in thousands) Nonvested, at December 31, 2022 1,625 $ 8.82 Granted 298 8.28 Vested (375) 8.68 Forfeited — — Nonvested, at September 30, 2023 1,548 $ 8.75 Business Combination and its liquidation, to pay an affiliatesummary of the Sponsor a monthly fee of $10,000Company’s stock options activity for office space, utilitiesthe nine months ended September 30, 2023:Number of Shares Weighted Average Exercise Price per Share Weighted Average Remaining Contractual Term Aggregate Intrinsic Value (in thousands) (in years) (in thousands) Options outstanding at December 31, 2022 684 $ 8.82 Granted 228 6.46 Exercised (4) 8.83 Forfeited (205) 8.73 Options outstanding at September 30, 2023 703 $ 8.09 8.75 $ 636 Options exercisable at September 30, 2023 163 $ 8.82 8.36 $ 28 secretarial and administrative support.Board Member AgreementIn September 2017, the Company entered into an agreement with one of its board members, pursuant to which the board member will be paid a cash fee of $150,000 per annum in exchange for his service. The agreement was effective as of October 1, 2017 and last until the earlier of December 2019 or the closing of the initial Business Combination. The Company incurred $37,500 and $75,000 in fees related to this service$2.2 million during the three and sixnine months ended JuneSeptember 30, 20182023, respectively, and is included in the accompanying Statements of Operations.Promissory Note — Related PartyThe Sponsor had agreed to loan the Company an aggregate of up to $300,000 to be used for the payment of costs related to the Initial Public Offering. In April 2018, the Sponsor amended the note to increase the principal amount to $500,000. The loan was non-interest bearing, unsecuredgeneral and dueadministrative expenses on the earlierconsolidated statements of December 31, 2018 oroperations. For the closing of the Initial Public Offering. The Company fully repaid the loan from the proceeds of the Initial Public Offering not being placed in the Trust Account on June 22, 2018.11Landsea Homes Corporation Notes to the Consolidated Financial Statements - (unaudited) LF CAPITAL ACQUISITION CORP.NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS(UNAUDITED)Related Party LoansIn order to finance transaction costs in connection withThe following table presents a Business Combination, the Sponsor or an affiliate of the Sponsor, or certainsummary of the Company’s officersoutstanding RSUs and directors may, but are not obligated to, loanPSUs, assuming the Company funds as may be required (“Working Capital Loans”). Ifcurrent estimated level of performance achievement (in thousands, except years):September 30, 2023 (in thousands, except period) Unvested units 1,548 Remaining cost on unvested units $ 2,995 Remaining vesting period 3.25 years Company completes a Business Combination,outstanding RSUs and PSUs is measured using the Company would repaygrant date fair value. The expense associated with the Working Capital Loans outPSUs also incorporates the estimated achievement of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans, other than the interest on such proceeds that may be released for working capital purposes. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or,established performance criteria at the lender’s discretion, up to $1,500,000end of such Working Capital Loans may be convertible into warrantseach reporting period until the performance period ends.the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants.Note 6. Commitments & ContingenciesRegistration RightsThe holders of the founder shares and Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) will be entitled to registration rights (in the case of the Founder Shares, only after conversion of such shares to500.0 million shares of Class A common stock) pursuant to a registration rights agreement to be signed prior to or on the effective date of the Initial Public Offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.Underwriting AgreementThe Company granted the underwriters a 45-day option from the date of the final prospectus to purchase up to 2,025,000 additional Units to cover over-allotments, if any, at the price paid by the underwriters in the Initial Public Offering. The underwriters fully exercised this option on June 22, 2018.The underwriters were entitled to an underwriting discount of $0.20 per unit, or $3.105 million in the aggregate, paid upon the closing of the Initial Public Offering. Additionally, a deferred underwriting discount of $0.35 per unit, or $5.434 million in the aggregate will be payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.Note 7. Stockholders’ equityClass A Common stock — The Company is authorized to issue 100,000,000 shares of Class A common stock with a par value of $0.0001 per share. At June 30, 2018, there were 15,525,000 Class A common stock issued or outstanding, including 14,549,688 share, of Class A common stock subject to possible redemption.LF CAPITAL ACQUISITION CORP.NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS(UNAUDITED)Holders of the Class A common stock and holders of the Class B common stock will vote together as a single class on all matters submitted to a vote of our stockholders, except as required by law. Each share of common stock will have one vote on all such matters.Class B Common stock — The Company is authorized to issue 15,000,00050.0 million shares of Class B commonpreferred stock with a par value of $0.0001 per share. HoldersAs of the Company’s Class BSeptember 30, 2023, there were 41.4 million shares of common stock issued and 37.8 million outstanding, and no shares of preferred stock issued or outstanding. All outstanding shares of common stock are entitledvalidly issued, fully paid and nonassessable.one vote for each share$10.0 million worth of common stock, inclusive of associated fees. The authorization to effect stock repurchases expired on each matter on which they are entitledJune 30, 2022, with no remaining capacity to vote. In August 2017, the Company initially issued 4,312,500 Class Brepurchase common stock. In February 2018, in connection withApril 2022, the decreaseBoard of Directors authorized an extension of the sizestock repurchase program for the repurchase of an additional $10.0 million of capacity to repurchase common stock, with an expiration of December 31, 2022. In June 2022, the Initial Public Offering, the Sponsor forfeited 431,250Board of Directors authorized a repurchase of 4,398,826 shares of Class Bour common stock resulting indirectly from the Company’s majority shareholder for $30.0 million, or a decrease inper-share price of $6.82 per share.total number of founder shares from 4,312,500 to 3,881,250. All share amounts presented innine months ended September 30, 2022, the financial statements have been retroactively restated to reflect these share forfeitures. Of the 3,881,250Company repurchased 5,559,577 shares of Class B common stock an aggregatefor a total of $40.0 million, which was recorded as a reduction to additional paid-in capital. A portion of these shares were repurchased directly from the Company’s majority shareholder. Refer to Note 9 – Related Party Transactions for additional information. No shares were repurchased during the three months ended September 30, 2022. As of September 30, 2022, the Company had approximately $10.0 million in remaining authorized capacity.506,250$10.0 million worth of common stock, with an expiration of December 31, 2023. In July 2023, the Board of Directors authorized additional capacity of approximately $3.3 million, with an expiration date of December 31, 2023, and an additional $10.0 million with no stated expiration date.Landsea Homes Corporation Notes to the Consolidated Financial Statements - (unaudited) to the Company by the Sponsor for no consideration toin the extent thatevent the underwriters’ over-allotment option was not exercised in full. As of June 22, 2018, the underwriter exercised its over-allotment option in full, hence, these 506,250 shares were no longer subject to forfeiture. At June 30, 2018, there were 3,881,250 Class B common stock issued or outstanding.The Class B common stock will automatically convert into Class A common stock ondid not reach certain thresholds during the first business day24-month period following the consummation of the initial Business Combination on a one-for-one basis, subject to adjustment. In the case that additional Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts sold in the Initial Public Offering and related to the closing of the initial Business Combination,Merger (the “Earnout Shares”). The Sponsor transferred 0.5 million Earnout Shares to Landsea Holdings. In January 2023, the ratio at which the Class B common stock shall convert into Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance, including a specified future issuance) soCompany concluded that the number of Class A common stock issuable upon conversion of all Class B common stock will equal, inthreshold for the aggregate, 20% ofEarnout Shares was not met and therefore those shares were forfeited and cancelled. Additionally, the sum of the total number of all common stock outstanding upon the completion of the Initial Public Offering plus all Class A common stock and equity-linked securities issued or deemed issued in connection with the initial Business Combination, excluding any shares or equity-linked securities issued, orSponsor transferred 2.2 million private placement warrants to be issued,Landsea Holdings (such private placement warrants, each exercisable to any seller in the initial Business Combination.Preferred Stock — The Company is authorized to issue 1,000,000 preferred shares with a par value of $0.0001 per share. At June 30, 2018, there are no preferred shares issued or outstanding.Warrants — At June 30, 2018, there are 23,285,000 outstanding warrants, consisting of 15,525,000 Public Warrants and 7,760,000 Private Placement Warrants, each warrant exercisable at $11.50 intopurchase one share of Class ACommon Stock at an exercise price of $11.50 per share, are referred to as the “Private Placement Warrants”, and together with the Company’s public warrants, are referred to as the “Warrants”). During the year ended December 31, 2022, the private placement warrants were repurchased by the Company and are no longer outstanding. Refer below for additional information.The Public Warrants will become exercisable on As part of the lateramendment, each holder of (a) 30 days after the completionpublic warrants received $1.85 per warrant for a total of a Business Combination or (b) 12 months from$28.7 million paid by the Company upon closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the Class A common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act).Merger. The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of a Business Combination, the Company will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A common stock issuable upon exercise of the Public Warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Public Warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the Class A common stock issuable upon exercise of the warrants is not effective by the sixtieth (60th) day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. The Public Warrants will expire five years after the completion of a Business Combinationthe Merger or earlier upon redemption or liquidation.The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable so long as they are held by the initial purchasers or such purchasers’ permitted transferees. If the Private Placement Warrants are held by someone other than the initial shareholders or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.LF CAPITAL ACQUISITION CORP.NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS(UNAUDITED)Public Warrantspublic warrants for redemption (except with respectredemption:Private Placement Warrants):·in whole and not in part;·at a price of $0.01 per warrant;·upon a minimum of 30 days’ prior written notice of redemption; and·if, and only if, the last reported closing price of the shares equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.Public Warrantspublic warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrantspublic warrants to do so on a “cashless basis,” as described in the warrant agreement.Class Acommon shares issuable upon exercise of the warrantsWarrants may be adjusted in certain circumstances including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation. However, the warrantsWarrants will not be adjusted for issuance of Class Acommon shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrantsWarrants shares. IfAccordingly, the Warrants may expire worthless.is unablerepurchased all 5.5 million outstanding Private Placement Warrants, which were exercisable at $11.50 into one share of common stock. The Company paid $16.5 million, or $3.00 per warrant, to complete a Business Combination withinrepurchase all of the Combination Period andoutstanding Private Placement Warrants. This amount included $6.6 million for the Company liquidatesrepurchase of 2.2 million of the fundsPrivate Placement Warrants that were held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution fromby the Company’s assets held outsidemajority shareholder, Landsea Holdings, and $8.4 million to Level Field Capital, LLC, a related party, for the repurchase of 2.8 million Private Placement Warrants. Refer to Note 9 – Related Party Transactions for additional information. The loss recognized on the repurchase of the Trust Account withPrivate Placement Warrants is recorded as loss on remeasurement of warrant liability on the respectCompany’s consolidated statements of operations.Landsea Homes Corporation Notes to the Consolidated Financial Statements - (unaudited) Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 (dollars in thousands, except share and per share amounts) Numerator Net income attributable to Landsea Homes Corporation $ 8,596 $ 19,970 $ 16,761 $ 47,970 Less: undistributed earnings allocated to participating shares — (487) — (1,094) Net income attributable to common stockholders $ 8,596 $ 19,483 $ 16,761 $ 46,876 Denominator Weighted average common shares outstanding - basic 38,336,100 40,935,152 39,402,507 43,768,269 Adjustment for weighted average participating shares outstanding — (1,000,000) — (1,000,000) Adjusted weighted average common shares outstanding under two class method - basic 38,336,100 39,935,152 39,402,507 42,768,269 Dilutive effect of warrants — — — — Dilutive effect of share-based awards 104,292 162,117 146,528 175,602 Adjusted weighted average common shares outstanding under two class method - diluted 38,440,392 40,097,269 39,549,035 42,943,871 Earnings per share Basic $ 0.22 $ 0.49 $ 0.43 $ 1.10 Diluted $ 0.22 $ 0.49 $ 0.42 $ 1.09 such warrants. Accordingly,antidilutive warrants, options, and share-based awards during the warrants may expire worthless.Note 8 - Fair Value Measurementsinformation about the Company’s assets that are measured on a recurring basis as of June 30, 2018 and indicates the fair value hierarchy of the valuation techniques thatcertain supplemental cash flow information:Nine Months Ended September 30, 2023 2022 (dollars in thousands) Supplemental disclosures of cash flow information Interest paid, net of amounts capitalized $ — $ — Income taxes paid $ 8,736 $ 32,454 Supplemental disclosures of non-cash investing and financing activities Change in right-of-use assets for new, modified, or terminated operating leases $ 338 $ 3,660 utilizedexpanded into the Colorado market by acquiring certain assets of Richfield Homes, LLC. The Company paid an aggregate cash purchase price of $22.5 million to determine such fair value. Quoted Prices Significant Other Significant Other in Active Markets Observable Inputs Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Trust Account held in money market $ 158,355,000 — — Note 9 - Accrued expensesAccrued expenses consistsacquire approximately 290 owned or controlled lots in the greater Denver, Colorado area, including any construction in progress on those lots.the following: June 30, 2018 December 31, 2017 Accrued franchise taxes $ 100,000 $ 2,100 Accrued offering costs 65,000 16,500 Accrued professional fees 2,500 — $ 167,500 $ 18,600 Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations.References to “we”, “us”, “our” or the “Company” are to LF Capital Acquisition Corp., except where the context requires otherwise. Financial Condition and Results of Operationsour condensedand is qualified in its entirety by the consolidated financial statements and related notes thereto included elsewhere in this report.Cautionary Note Regarding Forward-Looking StatementsQuarterlyitem contains forward-looking statements that involve risks and uncertainties. Actual results may differ materially from those indicated in such forward-looking statements. Factors that may cause such a difference include, but are not limited to, those discussed in the section entitled “Risk Factors” of our Annual Report on Form 10-K, filed with the Securities and Exchange Commission (the “SEC”) on March 9, 2023. This section discusses certain items in the three and nine months ended September 30, 2023 and 2022 and year-to-year comparisons between those periods. References to “we”, “Landsea Homes”, the “Company”, “us”, or “our” refer to Landsea Homes Corporation.includes forward-looking statements| 20Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 (dollars in thousands, except per share amounts) (dollars in thousands, except per share amounts) Revenue Home sales $ 258,062 $ 326,496 $ 790,199 $ 975,269 Lot sales and other 19,286 9,089 22,133 45,222 Total revenues 277,348 335,585 812,332 1,020,491 Cost of sales Home sales 209,753 258,362 647,642 770,220 Lot sales and other 13,309 10,737 15,770 40,546 Total cost of sales 223,062 269,099 663,412 810,766 Gross margin Home sales 48,309 68,134 142,557 205,049 Lot sales and other 5,977 (1,648) 6,363 4,676 Total gross margin 54,286 66,486 148,920 209,725 Sales and marketing expenses 16,930 21,063 51,672 64,366 General and administrative expenses 25,463 21,111 74,223 70,734 Total operating expenses 42,393 42,174 125,895 135,100 Income from operations 11,893 24,312 23,025 74,625 Other income (loss), net 656 990 2,770 (654) Loss on remeasurement of warrant liability — — — (7,315) Pretax income 12,549 25,302 25,795 66,656 Provision for income taxes 3,066 4,021 6,323 17,460 Net income 9,483 21,281 19,472 49,196 Net income attributable to noncontrolling interests 887 1,311 2,711 1,226 Net income attributable to Landsea Homes Corporation $ 8,596 $ 19,970 $ 16,761 $ 47,970 Income per share: Basic $ 0.22 $ 0.49 $ 0.43 $ 1.10 Diluted $ 0.22 $ 0.49 $ 0.42 $ 1.09 Weighted average common shares outstanding: Basic 38,336,100 39,935,152 39,402,507 42,768,269 Diluted 38,440,392 40,097,269 39,549,035 42,943,871 Three Months Ended September 30, 2023 2022 % Change Homes Dollar Value ASP Monthly Absorption Rate Homes Dollar Value ASP Monthly Absorption Rate Homes Dollar Value ASP Monthly Absorption Rate (dollars in thousands) Arizona 136 $ 59,444 $ 437 2.7 38 $ 15,397 $ 405 0.8 258 % 286 % 8 % 238 % California 140 128,352 917 4.1 68 56,460 830 1.8 106 % 127 % 10 % 128 % Florida 210 97,245 463 2.3 134 70,973 530 1.8 57 % 37 % (13) % 28 % Metro New York — — N/A — 7 13,472 1,925 2.3 N/A N/A N/A N/A Texas — — N/A — 10 9,172 917 1.7 N/A N/A N/A N/A Total 486 $ 285,041 $ 587 2.7 257 $ 165,474 $ 644 1.5 89 % 72 % (9) % 80 % Nine Months Ended September 30, 2023 2022 % Change Homes Dollar Value ASP Monthly Absorption Rate Homes Dollar Value ASP Monthly Absorption Rate Homes Dollar Value ASP Monthly Absorption Rate (dollars in thousands) Arizona 474 $ 201,452 $ 425 3.2 310 $ 154,420 $ 498 2.6 53 % 30 % (15) % 23 % California 520 446,045 858 4.9 357 330,705 926 3.4 46 % 35 % (7) % 44 % Florida 551 240,269 436 2.1 728 350,029 481 3.0 (24 %) (31 %) (9) % (30 %) Metro New York — — N/A — 20 50,662 2,533 2.2 N/A N/A N/A N/A Texas 4 4,194 1,049 1.5 17 16,268 957 0.8 (76) % (74) % 10 % 88 % Total 1,549 $ 891,960 $ 576 3.0 1,432 $ 902,084 $ 630 2.9 8 % (1 %) (9) % 3 % Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 % Change 2023 2022 % Change Arizona 17.0 16.3 4 % 16.7 13.1 27 % California 11.3 12.3 (8 %) 11.8 11.7 1 % Florida 31.0 25.3 23 % 29.5 26.9 10 % Metro New York — 1.0 (100 %) — 1.0 (100 %) Texas — 2.0 (100 %) 0.3 2.3 (87 %) Total 59.3 57.0 4 % 58.3 55.0 6 % Three Months Ended September 30, 2023 2022 % Change Homes Dollar Value ASP Homes Dollar Value ASP Homes Dollar Value ASP (dollars in thousands) Arizona 115 $ 50,314 $ 438 154 $ 69,690 $ 453 (25 %) (28 %) (3) % California 115 103,982 904 128 118,978 930 (10) % (13) % (3) % Florida 218 103,766 476 243 103,086 424 (10) % 1 % 12 % Metro New York — — N/A 11 28,132 2,557 N/A N/A N/A Texas — — N/A 7 6,610 944 N/A N/A N/A Total 448 $ 258,062 $ 576 543 $ 326,496 $ 601 (17 %) (21 %) (4) % Nine Months Ended September 30, 2023 2022 % Change Homes Dollar Value ASP Homes Dollar Value ASP Homes Dollar Value ASP (dollars in thousands) Arizona 445 $ 193,438 $ 435 451 $ 200,881 $ 445 (1 %) (4 %) (2) % California 315 270,756 860 389 342,217 880 (19) % (21) % (2) % Florida 694 320,162 461 766 318,711 416 (9) % — % 11 % Metro New York 1 1,649 1,649 43 95,758 2,227 (98) % (98) % (26) % Texas 4 4,194 1,049 18 17,702 983 (78) % (76) % 7 % Total 1,459 $ 790,199 $ 542 1,667 $ 975,269 $ 585 (12 %) (19 %) (7) % meaningaccompanying notes to the consolidated financial statements for additional discussion regarding acquired work in process inventory.Three Months Ended September 30, 2023 % 2022 % (dollars in thousands) Home sales revenue $ 258,062 100.0 % $ 326,496 100.0 % Cost of home sales 209,753 81.3 % 258,362 79.1 % Home sales gross margin 48,309 18.7 % 68,134 20.9 % Add: Interest in cost of home sales 9,713 3.8 % 10,138 3.1 % Add: Real estate inventories impairment — — % — — % 58,022 22.5 % 78,272 24.0 % Add: Purchase price accounting for acquired inventory 3,865 1.5 % 10,612 3.3 % $ 61,887 24.0 % $ 88,884 27.2 % Nine Months Ended September 30, 2023 % 2022 % (dollars in thousands) Home sales revenue $ 790,199 100.0 % $ 975,269 100.0 % Cost of home sales 647,642 82.0 % 770,220 79.0 % Home sales gross margin 142,557 18.0 % 205,049 21.0 % Add: Interest in cost of home sales 21,531 2.7 % 31,224 3.2 % Add: Real estate inventories impairment 4,700 0.6 % — — % 168,788 21.4 % 236,273 24.2 % Add: Purchase price accounting for acquired inventory 14,060 1.8 % 41,162 4.2 % $ 182,848 23.1 % $ 277,435 28.4 % Section 27Aany non-GAAP financial measure should be used in conjunction with results presented in accordance with GAAP. We believe this non-GAAP measure is meaningful because it provides insight into the impact that financing arrangements and acquisitions have on our homebuilding gross margin and allows for comparability of our gross margins to competitors that present similar information.September 30, 2023 September 30, 2022 % Change Homes Dollar Value ASP Homes Dollar Value ASP Homes Dollar Value ASP (dollars in thousands) Arizona 134 $ 58,000 $ 433 281 $ 134,771 $ 480 (52) % (57) % (10) % California 284 253,735 893 224 214,864 959 27 % 18 % (7) % Florida 342 171,004 500 767 374,953 489 (55) % (54) % 2 % Metro New York — — N/A 2 5,591 2,796 N/A N/A N/A Texas — — N/A 11 10,914 992 N/A N/A N/A Total 760 $ 482,739 $ 635 1,285 $ 741,093 $ 577 (41) % (35) % 10 % Securitiessignificant cancellation rates in the second half of 2022 resulting primarily from the spike in mortgage interest rates during that time, combined with the closings of existing inventory, including quick move-in terms demanded by customers. While we have seen demand and cancellations stabilize since the beginning of 2023, the current market environment remains uncertain and further challenges could persist.September 30, 2023 September 30, 2022 Lots Owned Lots Controlled Total Lots Owned Lots Controlled Total % Change Arizona 1,833 1,534 3,367 2,302 2,191 4,493 (25 %) California 718 1,415 2,133 628 1,948 2,576 (17 %) Florida 2,388 1,606 3,994 2,420 1,978 4,398 (9 %) Metro New York 2 — 2 7 — 7 (71 %) Texas 130 1,577 1,707 18 918 936 82 % Total 5,071 6,132 11,203 5,375 7,035 12,410 (10 %) Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Pretax income (loss) (dollars in thousands) (dollars in thousands) Arizona $ 5,253 $ 6,046 $ 4,826 $ 17,653 California 9,795 20,059 17,184 68,085 Florida 4,378 4,172 23,993 8,028 Metro New York (917) (810) (1,818) 646 Texas (1,383) (215) (4,144) (93) Corporate (4,577) (3,950) (14,246) (27,663) Total $ 12,549 $ 25,302 $ 25,795 $ 66,656 Three Months Ended September 30, As a Percentage of Home Sales 2023 2022 2023 2022 (dollars in thousands) Sales and marketing expenses $ 16,930 $ 21,063 6.6 % 6.5 % General and administrative expenses 25,463 21,111 9.9 % 6.5 % Total sales, marketing, and G&A expenses $ 42,393 $ 42,174 16.5 % 13.0 % Nine Months Ended September 30, As a Percentage of Home Sales 2023 2022 2023 2022 (dollars in thousands) Sales and marketing expenses $ 51,672 $ 64,366 6.5 % 6.6 % General and administrative expenses 74,223 70,734 9.4 % 7.3 % Total sales, marketing, and G&A expenses $ 125,895 $ 135,100 15.9 % 13.9 % September 30, 2023 December 31, 2022 Financial Covenants Actual Covenant Requirement Actual Covenant Requirement (dollars in thousands) (dollars in thousands) Minimum Liquidity Covenant $ 494,447 $ 50,000 $ 301,435 $ 50,000 Interest Coverage Ratio - Adjusted EBITDA to Interest Incurred 2.88 2.00 4.76 1.75 Tangible Net Worth $ 632,807 $ 394,253 $ 641,636 $ 394,253 40.7 % <60% 37.8 % <60% 1933,2022 included a 1% excise tax on stock repurchases, net of new stock issuances, beginning in 2023. The tax is expected to be paid annually and the Company accrues the tax during interim periods with the offset to additional paid-in capital on the consolidated balance sheet.amended,spring and Section 21Esummer home orders convert to home deliveries. Because of this seasonality, home starts, construction costs, and related cash outflows have historically been highest in the third and fourth quarters, and the majority of cash receipts from home deliveries occurs during the second half of the year. We expect this seasonal pattern to continue over the long-term, although it may be affected by volatility in the homebuilding industry.September 30, 2023 December 31, 2022 (dollars in thousands) Total notes and other debts payable, net $ 552,393 $ 505,422 Total equity 701,447 710,319 Total capital $ 1,253,840 $ 1,215,741 Ratio of debt to capital 44.1 % 41.6 % Total notes and other debts payable, net $ 552,393 $ 505,422 Less: cash, cash equivalents, and restricted cash 133,491 123,634 Less: cash held in escrow 10,956 17,101 Net debt 407,946 364,687 Total capital $ 1,253,840 $ 1,215,741 Ratio of net debt to total capital 32.5 % 30.0 % Three Months Ended September 30, 2023 2022 (dollars in thousands) Net income $ 9,483 $ 21,281 Provision for income taxes 3,066 4,021 Interest in cost of sales 10,006 10,150 Depreciation and amortization expense 1,221 1,382 EBITDA 23,776 36,834 Purchase price accounting in cost of home sales 3,865 10,612 Transaction costs 600 — Abandoned project costs 433 — Equity in net income of unconsolidated joint ventures, excluding interest relieved — (70) Adjusted EBITDA $ 28,674 $ 47,376 Nine Months Ended September 30, 2023 2022 (dollars in thousands) Net income $ 19,472 $ 49,196 Provision for income taxes 6,323 17,460 Interest in cost of sales 21,878 31,276 Interest relieved to equity in net income of unconsolidated joint ventures — 70 Depreciation and amortization expense 3,778 4,445 EBITDA 51,451 102,447 Real estate inventories impairment 4,700 — Purchase price accounting in cost of home sales 14,060 41,162 Transaction costs 633 1,205 Write-off of offering costs 436 — Abandoned project costs 745 — Equity in net income of unconsolidated joint ventures, excluding interest relieved — (209) Loss on debt extinguishment or forgiveness — 2,496 Loss on remeasurement of warrant liability — 7,315 Adjusted EBITDA $ 72,025 $ 154,416 Three Months Ended September 30, 2023 2022 (dollars in thousands) Net income attributable to Landsea Homes Corporation $ 8,596 $ 19,970 Pre-Merger capitalized related party interest included in cost of sales 324 714 Equity in net income of unconsolidated joint ventures — (70) Purchase price accounting for acquired inventory 3,865 10,612 Total adjustments 4,189 11,256 3,088 8,270 Adjusted net income attributable to Landsea Homes Corporation $ 11,684 $ 28,240 Nine Months Ended September 30, 2023 2022 (dollars in thousands) Net income attributable to Landsea Homes Corporation $ 16,761 $ 47,970 Real estate inventories impairment 4,700 — Pre-Merger capitalized related party interest included in cost of sales 1,587 3,831 Equity in net income of unconsolidated joint ventures — (139) Purchase price accounting for acquired inventory 14,060 41,162 Loss on debt extinguishment or forgiveness — 2,496 Loss on remeasurement of warrant liability — 7,315 Total adjustments 20,347 54,665 14,997 44,599 Adjusted net income attributable to Landsea Homes Corporation $ 31,758 $ 92,569 . We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other SEC filings.OverviewWe are a blank check company incorporated as a Delaware corporation and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (“Business Combination”). Although we are not limited to a particular industry or geographic region for purposes of consummating a Business Combination, we intend to capitalize on the ability of its management team to focus its search for a target business in the commercial banking and financial technology industries. Our Sponsor is Level Field Capital, LLC, a Delaware limited liability company, an affiliate of certain of our officers and directors.OnJune 22, 2018, we consummated the Initial Public Offeringof 15,525,000 Units, including 2,025,000 Units issued pursuant to the exercise in full of the underwriters’ over-allotment option, at $10.00 per Unit, generating gross proceeds of $155.25 million, and incurring offering costs of approximately $9.2 million, inclusive of $5.4338 million in deferred underwriting commissions.Simultaneously with the closing of the Initial Public Offering, we consummated the Private Placementof 7,760,000Private Placement Warrants at a price of $1.00 per Private Placement Warrant in a private placement to the Sponsor and certain funds and accounts managed by subsidiaries of BlackRock, Inc. (collectively, “anchor investor”), generating gross proceeds of $7.76 million.Upon the closing of the Initial Public Offering and Private Placement, $158.355 million ($10.20 per Unit) of the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement was placed in a trust account (“Trust Account”) and was invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, as determined by us, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account.Our management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the Private Placement, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination.If we are unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or the Combination Period, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem 100% of the outstanding Public shares which redemption will completely extinguish public stockholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and our board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of our company, subject in each case to its obligations to provide for claims of creditors and the requirements of applicable law.Results of OperationsOur entire activity since inception up to June 30, 2018 was in preparation for our Initial Public Offering, and since the offering, our activity has been limited to the search for a prospective initial Business Combination, and we will not be generating any operating revenues until the closing and completion of our initial Business Combination. Going forward, we expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.For the three months ended June 30, 2018, we had net loss of approximately $235,000, which consisted of approximately $135,000 in general and administrative costs and $100,000 in franchise tax expense.For the six months ended June 30, 2018, we had net loss of approximately $290,000, which consisted of approximately $191,000 in general and administrative costs and approximately $99,000 in franchise tax expense.Liquidity and Capital ResourcesAs of June 30, 2018, we had approximately $907,000 in our operating bank account, and working capital of approximately $486,000.Through June 30, 2018, our liquidity needs have been satisfied through receipt of a $25,000 capital contribution from the Sponsor in exchange for the issuance of the founder shares to the Sponsor, loans from the Sponsor, and the proceeds from the consummation of the Private Placement not held in Trust Account. We fully repaid the loan from the proceeds of the Initial Public Offering not being placed in the Trust Account on June 22, 2018.In addition, in order to finance transaction costs in connection with a Business Combination, our Sponsor or an affiliate of our Sponsor, or certain of our officers and directors may, but are not obligated to, loan us Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants.Based on the foregoing, management believes that we will have sufficient working capital and borrowing capacity to meet our needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, we will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.Related Party TransactionsFounder SharesIn August 2017, we issued an aggregate of 4,312,500 shares of Class B common stock to the Sponsor in exchange for an aggregate capital contribution of $25,000. In February 2018, the Sponsor forfeited 431,250 founder shares, resulting in a decrease in the total number of founder shares from 4,312,500 to 3,881,250. All share amounts presented in the financial statements have been retroactively restated to reflect these share forfeitures. In June 2018, the Sponsor forfeited 267,300 founder shares and the anchor investor purchased 267,300 founder shares for an aggregate purchase price of $1,980. Of the 3,881,250 founder shares, the Sponsor had agreed to forfeit an aggregate of up to 506,250 founder shares to the extent that the over-allotment option is not exercised in full by the underwriters. As of June 22, 2018, the underwriter exercised its over-allotment option in full, hence, these 506,250 shares were no longer subject to forfeiture.The founder shares will automatically convert into Class A common stock upon the consummation of a Business Combination on a one-for-one basis, subject to adjustment. The initial shareholders agreed not to transfer, assign or sell any of their founder shares until the earliest of (a) one year after the completion of the initial Business Combination, (b) subsequent to the initial Business Combination, if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (C) following the completion of the initial Business Combination, such future date on which we complete a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of our public stockholders having the right to exchange their common stock for cash, securities or other property.If the anchor investor does not own the number of Public Units equal to 1,336,500 at the time of any stockholder vote with respect to an initial Business Combination or the business day immediately prior to the consummation of the initial Business Combination, the anchor investor will forfeit up to 267,300 founder shares on a pro rata basis. In such case, the Sponsor will repurchase all or a portion of the Private Placement Warrants held by the anchor investor at its original purchase price.Office Space and Related Support ServicesWe agreed, commencing on the effective date of the Initial Public Offering through the earlier of our consummation of a Business Combination and our liquidation, to pay an affiliate of the Sponsor a monthly fee of $10,000 for office space, utilities and secretarial and administrative support.Board Member AgreementIn September 2017, we entered into an agreement with one of our board members, pursuant to which the board member will be paid a cash fee of $150,000 per annum in exchange for his service. The agreement was effective as of October 1, 2017 and last untilSeptember 30, 2023 (the “Evaluation Date”). Based upon that evaluation, the earlier of December 2019 or the closing of the initial Business Combination. We incurred $37,500 and $75,000 in fees related to this service during the three and six months ended June 30, 2018 in the accompanying Statements of Operations.Promissory Note — Related PartyThe Sponsor had agreed to loan us an aggregate of up to $300,000 to be used for the payment of costs related to the Initial Public Offering. In April 2018, the Sponsor amended the note to increase the principal amount to $500,000. The loan was non-interest bearing, unsecured and due on the earlier of December 31, 2018 or the closing of the Initial Public Offering. We fully repaid the loan from the proceeds of the Initial Public Offering not being placed in the Trust Account on June 22, 2018.Related Party LoansIn order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of our officers and directors may, but are not obligated to, loan us Working Capital Loans. If we complete a Business Combination, we would repay the Working Capital Loans out of the proceeds of the Trust Account released to us. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, we may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans, other than the interest on such proceeds that may be released for working capital purposes. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants.Critical Accounting Policies and EstimatesThe preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. The Company has identified the following as its critical accounting policies:Net Loss per ShareWe comply with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net loss per share is computed by dividing net loss applicable to common stockholders by the weighted average number of shares of common stock outstanding for the period. We have not considered the effect of the warrants sold in the Initial Public Offering and Private Placement to purchase an aggregate of 23,285,000 shares of Class A common stock in the calculation of diluted earnings per share, since their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted earnings per share is the same as basic earnings per share for the period. Our condensed statement of operations includes a presentation of loss per share for common stock subject to redemption in a manner similar to the two-class method of loss per share. Net loss per share, basic and diluted for Class A common stock is calculated by dividing the interest income earned on the Trust Account, net of applicable taxes, by the weighted average number of shares of Class A common stock outstanding since the initial issuance. Net loss per share, basic and diluted for Class B common stock is calculated by dividing the net loss, less income attributable to Class A common stock, by the weighted average number of shares of Class B common stock outstanding for the period.Class A Common Stock Subject to Possible RedemptionWe account for our Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) are classified as temporary equity. At all other times, shares of Class A common stock are classified as stockholders’ equity. Our Class A common stock features certain redemption rights that are considered to be outside of our control and subject to the occurrence of uncertain future events. Accordingly, at June 30, 2018, 14,549,688 shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of our balance sheet.Offering CostsDeferred offering costs at December 31, 2017 consisted of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that were directly related to the Initial Public Offering and that were charged to stockholders’ equity upon the completion of the Initial Public Offering during June 2018. Off-Balance Sheet Arrangements and Contractual ObligationsAs of June 30, 2018, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K and did not have any commitments or contractual obligations.JOBS ActThe JOBS Act contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We will qualify as an “emerging growth company” and under the JOBS Act will be allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As a result, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.Additionally, we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an “emerging growth company,” we choose to rely on such exemptions we may not be required to, among other things, (i) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis) and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of our initial public offering or until we are no longer an “emerging growth company,” whichever is earlier.Item 3.Quantitative and Qualitative Disclosures About Market RiskAs of June 30, 2018, we were not subject to any market or interest rate risk. Following the consummation of our Initial Public Offering, the net proceeds of our Initial Public Offering, including amounts in the Trust Account, were invested in U.S. government treasury bills, notes or bonds with a maturity of 180 days or less or in certain money market funds that invest solely in U.S. treasuries. Due to the short-term nature of these investments, we do not believe that there will be an associated material exposure to interest rate risk.Item 4.Controls and ProceduresEvaluation of Disclosure Controls and ProceduresUnder the supervision and with the participation of our management, including our principal executive officer and principal financial and accounting officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the fiscal quarter ended June 30, 2018, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that during the period covered by this report, ourCompany’s disclosure controls and procedures were effective.Disclosure controls and proceduresprocedures: (a) are designedeffective to ensure that information required to be disclosed by usthe Company in ourthe reports filed or submitted under the Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms,forms; and (b) include controls and procedures designed to ensure that information required to be disclosed by the Company in such informationreports is accumulated and communicated to ourCompany’s management, including our principal executive officerthe CEO and principal financial officer or persons performing similar functions,the CFO, as appropriate, to allow timely decisionsdiscussions regarding required disclosure.ourthe Company’s internal control over financial reporting that occurred during the fiscal quarter ended JuneSeptember 30, 20182023 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.II -II. OTHER INFORMATIONItem 1.Legal ProceedingsNone.Item 1A.Risk FactorsAs of the date of this Report, thereprospectusAnnual Report on Form 10-K for the year ended December 31, 2022 that was filed with the SEC onJune 20, 2018. Any March 9, 2023.these factors could result inEquity Securities and Use of ProceedsTotal Number of Shares Purchased Average Price Paid per Share July 1, 2023 - July 31, 2023 591,867 $ 9.94 591,867 $ 10.0 August 1, 2023 - August 31, 2023 800,000 $ 9.75 800,000 $ 2.1 September 1, 2023 - September 30, 2023 — $ — — $ 2.1 significant or material adverse effect on our resultstock repurchase program allowing for the repurchase of operations or financial conditions. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results$10.0 million worth of operations. We may disclose changes to such factors or disclosecommon stock, expiring December 31, 2023. As of September 30, 2023, 2,360,736 shares had been repurchased under this authorization.factors from time to time in our future filingscapacity of approximately $3.3 million, with the SEC.Item 2.Unregistered Sales of Equity Securities and Use of Proceeds from Registered SecuritiesAugust 2017, the Company issued an aggregate of 4,312,500 shares of Class B Common StockOctober 2023, subsequent to the sponsorperiod covered by this report, the Board of Directors authorized additional capacity of $20.0 million with no stated expiration date. exchange for a capital contribution of $25,000. In February 2018 our Sponsor forfeited 431,250 founder shares, resulting in a decrease in the total number of founder shares from 4,312,500 to 3,881,250. The foregoing issuances were made pursuant to the exemption from registration contained in section 4(a)(2) of the Securities Act, as amended (the “Securities Act”). In June 2018, the Sponsor forfeited 267,300 founder shares and the anchor investor purchased 267,300 founder shares for an aggregate purchase price of $1,980. The Sponsor and the anchor investor purchased an aggregate of 7,760,000 Private Placement Warrants at a price of $1.00 per warrant in a private placement that occurred simultaneously with the closing of the Initial Public Offering. Each Private Placement Warrant is exercisable to purchase one Class A share at $11.50 per share. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable so long as they are held by the initial purchasers or such purchasers’ permitted transferees. If the Private Placement Warrants are held by someone other than the initial shareholders or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. The Sponsor and the Company’s officers and directors have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the Initial Business Combination. The sale of the Private Placement Warrants was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.Use of ProceedsIn connection with cashless exercises of employee stock options or shares tendered to satisfy tax withholding obligations in connection with employee equity awards.Initial Public Offering, the Company incurred offering costsquarter ended September 30, 2023, no director or Section 16 officer adopted or terminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements (in each case, as defined in Item 408(a) ofapproximately $9.2 million, inclusive of $5.4338 million in deferred underwriting commissions. Other incurred offering costs consisted principally of formation and preparation fees related to the Initial Public Offering. The Sponsor and its affiliate had agreed to loan the Company up to $500,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note. This loan was non-interest bearing and became payable upon the completion of the Initial Public Offering. The Company fully repaid the loan from the proceeds of the Initial Public Offering not being placed in the Trust Account on June 22, 2018.After deducting the underwriting discounts and commissions (excluding the deferred portion of$5.4338 millionin underwriting discounts and commissions, which amount will be payable upon consummation of the initial Business Combination, if consummated) and the Initial Public Offering expenses,$158.355 million ($10.20 per Unit)of the net proceeds from the Initial Public Offering and the private placement of the Private Placement Warrants was placed in the Trust Account. The net proceeds of the Initial Public Offering and certain proceeds from the sale of the Private Placement Warrants are held in the Trust Account and will be invested in U.S. government treasury bills with a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations.Item 3.Defaults Upon Senior SecuritiesNone.Item 4.Mine Safety DisclosuresNone.Item 5.Other InformationNone.Item 6.Exhibits. 31.2 32101.INS101XBRL Instance DocumentThe following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, formatted in Inline XBRL: (i) Consolidated Balance Sheets as of September 30, 2023 and December 31, 2022; (ii) Consolidated Statements of Operations for the three and nine months ended September 30, 2023 and 2022, (iii) Consolidated Statements of Equity for the three and nine months ended September 30, 2023 and 2022; (iv) Consolidated Statements of Cash Flows for the nine months ended September 30, 2023 and 2022 and (v) Notes to Consolidated Financial Statements, tagged as blocks of text and including detailed tags.104 101.SCHThe cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, formatted in Inline XBRL Taxonomy Extension Schema Document101.CALXBRL Taxonomy Extension Calculation Linkbase Document101.DEFXBRL Taxonomy Extension Definition Linkbase Document101.LABXBRL Taxonomy Extension Label Linkbase Document101.PREXBRL Taxonomy Extension Presentation Linkbase Document20(included as Exhibit 101).LF CAPITAL ACQUISITION CORP. By:/s/ Philippe De BackerDated: August 13, 2018Name: Philippe De BackerTitle: Chief Executive Officer (Principal Executive Officer) Landsea Homes CorporationDate: November 2, 2023 By: /s/ Scott ReedDated: August 13, 2018Name: Scott ReedTitle: Chief Financial Officer (PrincipalJohn Ho Chief Executive Officer (Principal Executive Officer) Date: November 2, 2023 By: /s/ Chris Porter Chris Porter Chief Financial and AccountingOfficer(Principal Financial Officer) 21