FORM 10-Q March 31, 2024 ☒ 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. document. This ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934June 30, 2018☐Delaware 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)Delaware001-3854582-2196021 (State or other jurisdictionOther Jurisdiction of incorporation)(I.R.S. Employer Incorporation or Organization) (Commission FileIdentification Number) 1717 McKinney Avenue, Suite 1000 Dallas, Texas 75202 ( IRS Employer Identification No.)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, 15,525,000April 26, 2024, 36,179,233 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 Months Ended March 31, 2024 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) March 31, 2024 December 31, 2023 Assets Cash and cash equivalents $ 121,492 $ 119,555 Cash held in escrow 18,460 49,091 Real estate inventories 1,196,506 1,121,726 Due from affiliates 4,462 4,348 Goodwill 68,639 68,639 Other assets 133,818 107,873 Total assets $ 1,543,377 $ 1,471,232 Liabilities Accounts payable $ 88,707 $ 77,969 Accrued expenses and other liabilities 192,115 160,256 Due to affiliates 881 881 Line of credit facility, net 348,237 307,631 Senior notes, net 236,913 236,143 Total liabilities 866,853 782,880 Equity Stockholders’ equity: Preferred stock, $0.0001 par value, 50,000,000 shares authorized, none issued and outstanding as of March 31, 2024 and December 31, 2023, respectively — — Common stock, $0.0001 par value, 500,000,000 shares authorized, 41,525,731 issued and 36,129,736 outstanding as of March 31, 2024, 41,382,453 issued and 36,520,894 outstanding as of December 31, 2023 4 4 Additional paid-in capital 459,521 465,290 Retained earnings 187,774 187,584 Total stockholders’ equity 647,299 652,878 Noncontrolling interests 29,225 35,474 Total equity 676,524 688,352 Total liabilities and equity $ 1,543,377 $ 1,471,232 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 March 31, 2024 2023 Revenue Home sales $ 292,592 $ 240,625 Lot sales and other 1,449 1,115 Total revenues 294,041 241,740 Cost of sales Home sales 248,897 197,054 Lot sales and other 1,683 713 Total cost of sales 250,580 197,767 Gross margin Home sales 43,695 43,571 Lot sales and other (234) 402 Total gross margin 43,461 43,973 Sales and marketing expenses 18,488 16,408 General and administrative expenses 26,082 22,780 Total operating expenses 44,570 39,188 (Loss) income from operations (1,109) 4,785 Other income, net 1,813 955 Pretax income 704 5,740 (Benefit) provision for income taxes (30) 1,617 Net income 734 4,123 Net income attributable to noncontrolling interests 544 905 Net income attributable to Landsea Homes Corporation $ 190 $ 3,218 Income per share: Basic $ 0.01 $ 0.08 Diluted $ 0.01 $ 0.08 Weighted average common shares outstanding: Basic 36,279,679 39,997,699 Diluted 36,798,722 40,116,873 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 Total stockholders' equity Noncontrolling
interestsTotal equity Balance at December 31, 2023 36,520,894 $ 4 $ 465,290 $ 187,584 $ 652,878 $ 35,474 $ 688,352 Shares issued under share-based awards 71,252 — — — — — — Stock options exercised 72,026 — 736 — 736 — 736 Cash paid for shares withheld for taxes — — (674) — (674) — (674) Stock-based compensation — — 678 — 678 — 678 Repurchase of common stock and associated tax (534,436) — (6,509) — (6,509) — (6,509) Distributions to noncontrolling interests — — — — — (6,793) (6,793) Net income — — — 190 190 544 734 Balance at March 31, 2024 36,129,736 $ 4 $ 459,521 $ 187,774 $ 647,299 $ 29,225 $ 676,524 Common Stock Shares Amount Additional paid-in capital Retained earnings Total stockholders' equity Noncontrolling
interestsTotal equity Balance at December 31, 2022 40,884,268 $ 4 $ 497,598 $ 158,348 $ 655,950 $ 54,369 $ 710,319 Shares issued under share-based awards 135,015 — — — — — — Cash paid for shares withheld for taxes — — (550) — (550) — (550) Stock-based compensation — — (361) — (361) — (361) Forfeiture and cancellation of Earnout Shares (1,000,000) — — — — — — Distributions to noncontrolling interests — — — — — (913) (913) Net income — — — 3,218 3,218 905 4,123 Balance at March 31, 2023 40,019,283 $ 4 $ 496,687 $ 161,566 $ 658,257 $ 54,361 $ 712,618 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 Cash Flows - (Unaudited) (in thousands) Three Months Ended March 31, 2024 2023 (dollars in thousands) Cash flows from operating activities: Net income $ 734 $ 4,123 Adjustments to reconcile net income to net cash from operating activities: Depreciation and amortization 1,320 1,418 Stock-based compensation 678 (361) Abandoned project costs 256 115 Deferred taxes (183) 580 Changes in operating assets and liabilities: Cash held in escrow 30,631 14,341 Real estate inventories (50,929) 13,184 Due from affiliates (114) (307) Other assets (20,298) (2,232) Accounts payable 10,738 (11,972) Accrued expenses and other liabilities (6,068) (13,412) Net cash (used in) provided by operating activities (33,235) 5,477 Cash flows from investing activities: Purchases of property and equipment (1,907) (1,563) Net cash used in investing activities (1,907) (1,563) Cash flows from financing activities: Borrowings from notes, other debts payable, and other liabilities 117,654 175,000 Repayments of notes, other debts payable, and other liabilities (65,000) (164,300) Cash paid for shares withheld for taxes (675) (550) Proceeds from exercise of stock options 736 — Repurchases of common stock (6,452) — Distributions to noncontrolling interests (6,793) (913) Deferred offering costs paid (2,324) — Debt issuance and extinguishment costs paid (67) — Net cash provided by financing activities 37,079 9,237 Net increase in cash and cash equivalents 1,937 13,151 Cash and cash equivalents at beginning of period 119,555 123,634 Cash and cash equivalents at end of period $ 121,492 $ 136,785 Landsea Homes Corporation Notes to the Consolidated Financial Statements - (unaudited) LF CAPITAL ACQUISITION CORP.NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS(UNAUDITED)NoteDescription of OrganizationCompany 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 relates to the Company’s formation and 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, 2023, filed with the SEC on February 29, 2024. 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.estimatesLandsea Homes Corporation Notes to the Consolidated Financial Statements - (unaudited) disclosureDecember 31, 2023.March 31, 2024 December 31, 2023 (dollars in thousands) Cash $ 6,238 $ 2,950 Real estate inventories 69,382 79,441 Due from affiliates 148 203 Other assets 2,093 2,107 Total assets $ 77,861 $ 84,701 Accounts payable $ 304 $ 384 Accrued expenses and other liabilities 5,203 5,257 Total liabilities $ 5,507 $ 5,641 March 31, 2024 December 31, 2023 (dollars in thousands) Deposits and pre-acquisition costs $ 122,237 $ 99,702 Land held and land under development 268,829 272,825 Homes completed or under construction 744,261 692,126 Model homes 61,179 57,073 Total real estate inventories $ 1,196,506 $ 1,121,726 contingentimpairment exist. The Company generally determines the estimated fair value of each community by using a discounted cash flow approach based on the estimated future cashLandsea Homes Corporation Notes to the Consolidated Financial Statements - (unaudited) March 31, 2024 December 31, 2023 (dollars in thousands) 11.0% Senior Notes $ 250,000 $ 250,000 Discount and deferred loan costs (13,087) (13,857) Senior notes, net $ 236,913 $ 236,143 March 31, 2024 December 31, 2023 (dollars in thousands) Line of credit facility $ 355,000 $ 315,000 Deferred loan costs (6,763) (7,369) Line of credit facility, net $ 348,237 $ 307,631 Landsea Homes Corporation Notes to the Consolidated Financial Statements - (unaudited) Three Months Ended March 31, 2024 2023 (dollars in thousands) Beginning warranty accrual $ 48,949 $ 46,657 Warranty provision 1,736 911 Warranty payments (1,584) (1,338) Ending warranty accrual $ 49,101 $ 46,230 financial statements andrate implicit in each lease is not readily determinable, the reported amountsCompany’s incremental borrowing rate is used in determining the present value of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimatefuture minimum payments as of the commencement date. The weighted average rate as of March 31, 2024 and December 31, 2023 was 6.4% and 5.5%, respectively. Lease components and non-lease components are accounted for as a single lease component. As of March 31, 2024, the Company had $13.8 million and $14.9 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, 2023, the Company had $11.9 million and $13.1 million recognized as a right-of-use asset and lease liability, respectively.Landsea Homes Corporation Notes to the Consolidated Financial Statements - (unaudited) 2024 $ 2,492 2025 2,710 2026 2,554 2027 2,768 2028 2,384 Thereafter 4,958 Total lease payments 17,866 Less: Discount (2,973) Present value of lease liabilities $ 14,893 condition, situation or setdue from affiliate balance for all such payments. As of circumstancesMarch 31, 2024 and December 31, 2023, the Company had a net receivable due from affiliates balance of $3.6 million and $3.5 million, respectively.existedwere sold by Landsea Holdings in the offering. The Company paid costs, fees, and expenses for the offering of $0.6 million, and Landsea Holdings received all net proceeds from the sale. Landsea Holdings no longer owned greater than 50% of the Company’s common stock upon completion of the offering. As a result, the Company no longer qualifies as a “controlled company” under The Nasdaq stock Market LLC (“Nasdaq”) listing standards.datepublic offering price of $9.75 per share, 800,000 shares of common stock that were sold by Green Investment Alpha Limited (“Green Investment”), a beneficial owner of the financial statements, which management consideredCompany, in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.Offeringa registered secondary offering, for a total purchase price of $7.8 million. The Company paid costs,Deferred offering costs at December 31, 2017 consisted of legal, accounting, underwriting fees, and otherexpenses for the offering of $0.3 million, and Green Investment received all net proceeds from the sale. Green Investment is required to reimburse the Company for the costs, fees and expenses incurred through the balance sheet date that were directlyin offering. Green Investment no longer qualified as a related to the Initial Public Offering and that were charged to stockholders’ equityparty upon the completion of the Initial Public Offering duringoffering.2018.Concentration of credit riskFinancial instruments that potentially subject2023, the Company to concentrationrepurchased from the underwriters, at the public offering price of credit risk consist$7.50 per share, 443,478 shares of a cash accountcommon stock that were sold by Landsea Holdings, the Company’s then-majority stockholder, in a financial institution which, at times may exceedregistered secondary offering, for a total purchase price of $3.3 million. The Company paid costs, fees, and expenses for the Federal depository insurance coverageoffering of $250,000. At$0.8 million, and Landsea Holdings received all net proceeds from the offering.30, 2018,2022, Landsea Capital Fund, who is under common control with the Company, hadcontributed $55.0 million to the LCF JV. The LCF JV, which is consolidated by the Company, used these proceeds to purchase undeveloped land from the Company. The Company distributed $6.8 million and $0.9 million to Landsea Capital Fund during the three months ended March 31, 2024, and 2023, respectively. All intercompany transactions between the Company and the LCF JV have been eliminated upon consolidation.Landsea Homes Corporation Notes to the Consolidated Financial Statements - (unaudited) experienced losses on this accountguarantee the notes payable nor have any obligations to repay the notes payable, and management believesas the notes payable were not assigned to the Company, the notes payable do not represent a liability of the Company and accordingly have not been reflected in the consolidated balance sheets. Additionally, in connection with the Merger (as defined below), the Company is 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.Fair valuethe consolidated balance sheets associated with this transaction was $0.4 million and $0.4 million as of March 31, 2024 and December 31, 2023, respectively. Previously capitalized related party interest included in cost of sales during the three months ended March 31, 2024 and 2023, was less than $0.1 million and $0.7 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 assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts representeddeferred tax assets.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 six geographic regions targets a wide range of buyer profiles including: first time, move-up, and luxury homebuyers.Landsea Homes Corporation Notes to the Consolidated Financial Statements - (unaudited) duededicated to their short-term nature.Three Months Ended March 31, 2024 2023 (dollars in thousands) Revenue Arizona $ 79,485 $ 73,589 California 131,894 67,258 Colorado 8,854 — Florida 73,060 95,057 Metro New York — 1,649 Texas 748 4,187 Total revenues $ 294,041 $ 241,740 Pretax income (loss) Arizona $ 479 $ 183 California 8,211 2,937 Colorado (1,152) — Florida (235) 8,227 Metro New York (491) (603) Texas (1,936) (1,320) Corporate (4,172) (3,684) Total pretax income $ 704 $ 5,740 Landsea Homes Corporation Notes to the Consolidated Financial Statements - (unaudited) March 31, 2024 December 31, 2023 (dollars in thousands) Assets Arizona $ 357,969 $ 336,424 California 462,041 479,218 Colorado 30,329 27,240 Florida 445,298 425,154 Metro New York 41,665 42,047 Texas 95,803 60,255 Corporate 110,272 100,894 Total assets $ 1,543,377 $ 1,471,232 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:March 31, 2024 December 31, 2023 Hierarchy Carrying Value Fair Value Carrying Value Fair Value (dollars in thousands) Liabilities: Level 2 $ 355,000 $ 355,000 $ 315,000 $ 315,000 Senior notes Level 2 $ 250,000 $ 257,500 $ 250,000 $ 257,500 disclosethe variable interest rate terms of these loans. Carrying value excludes any associated 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 andLandsea Homes Corporation Notes to the Consolidated Financial Statements - (unaudited) holderreal estate inventories or subject to redemption upon the occurrence of uncertain events 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. goodwill required impairment.Company’s Class A common stock features certain redemption rights that are considered to be outsidefollowing table presents a summary of the Company’s controlnonvested performance share units (“PSUs”) and subject torestricted stock units (“RSUs”) for 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 sectionthree months ended March 31, 2024:Awards Weighted Average Grant Date Fair Value (in thousands) Nonvested, at December 31, 2023 1,488 $ 8.74 Granted — — Vested (156) 9.64 Forfeited (39) 9.44 Nonvested, at March 31, 2024 1,293 $ 8.61 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 outstandingoptions activity for the period. The Company has not consideredthree months ended March 31, 2024: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, 2023 684 $ 8.08 Granted 296 12.42 Exercised (72) 8.42 Forfeited — — Options outstanding at March 31, 2024 908 $ 9.47 8.74 $ 4,593 Options exercisable at March 31, 2024 314 $ 8.38 8.11 $ 1,933 effectthree months ended March 31, 2024, and is included in general and administrative expenses on the consolidated statements of operations. For 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 redemptionthree months ended March 31, 2023, net stock-based compensation activity resulted in a manner similarreduction to expense of $0.4 million due to the two-class methodforfeiture 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 liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to 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 June 30, 2018. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the 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 subject to income tax examinations 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,certain options 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 effectrevised estimates on the Company’s financial statements.Note 3. Initial Public OfferingOn June 22, 2018, the Company sold 15,525,000 Units atexpected PSU achievement.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. Among 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 share 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 Combination on a one-for-one basis, subject to adjustment (see Note 7). 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 the Company completes 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 consummationoutstanding RSUs and PSUs, assuming the current estimated level of a Business Combinationperformance achievement:March 31, 2024 (in thousands, except period) Unvested units 1,293 Remaining cost on unvested units $ 1,505 Remaining vesting period 2.75 years its liquidation, to pay an affiliatePSUs is measured using the grant date fair value which is based on the closing price as of the Sponsor a monthly feegrant date. The expense associated with the PSUs also incorporates the estimated achievement of $10,000 for office space, utilities and secretarial and administrative support.Board Member AgreementIn September 2017, the Company entered into an agreement with oneestablished performance criteria at the end 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 lasteach reporting period until the earlierperformance period ends.December 2019 or the closing of the initial Business Combination. The Company 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 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, unsecured and due on the earlier of December 31, 2018 or 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, 2018.11LF CAPITAL ACQUISITION CORP.NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS(UNAUDITED)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 the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out 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, 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.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 BMarch 31, 2024, there were 41.5 millionLandsea Homes Corporation Notes to the Consolidated Financial Statements - (unaudited) entitled to one votevalidly issued, fully paid and nonassessable.each share on each matter on which they are entitled to vote. In August 2017, the Company initially issued 4,312,500 Class B common stock. In February 2018, in connection with the decrease of the size of the Initial Public Offering, the Sponsor forfeited 431,250 shares of Class B common stock, 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. Of the 3,881,250 shares of Class B common stock, an aggregaterepurchase of up to 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. In October 2023, the Board of Directors authorized additional capacity of $20.0 million with no stated expiration date. No additional stock repurchase authorizations occurred during the three months ended March 31, 2024. 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 numberthreshold for the Earnout Shares was not met and therefore those shares were forfeited and cancelled.Class A common stock issuable upon conversion of all Class B common stock will equal, in the aggregate, 20% of 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, or to be issued, 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,March 31, 2024, there are no preferred shares issued or outstanding.Warrants — At June 30, 2018, there are 23,285,000were 15,525,000 outstanding warrants consisting entirely of 15,525,000 Public Warrants and 7,760,000 Private Placement Warrants,public warrants (the “Warrants”). At the time of the Merger, the Warrant Agreement was amended so that each public warrant is exercisable at $11.50 into$1.15 for one tenth of a share of Class A common stock.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 warrantsLandsea Homes Corporation Notes to the Consolidated Financial Statements - (unaudited) 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. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds 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 from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrantsWarrants may expire worthless.Note 8 - Fair Value MeasurementsThree Months Ended March 31, 2024 2023 (dollars in thousands, except share and per share amounts) Numerator Net income attributable to common stockholders $ 190 $ 3,218 Denominator Weighted average common shares outstanding - basic 36,279,679 39,997,699 Dilutive effect of warrants 135,932 — Dilutive effect of options 146,408 — Dilutive effect of share-based awards 236,703 119,174 Weighted average common shares outstanding - diluted 36,798,722 40,116,873 Earnings per share Basic $ 0.01 $ 0.08 Diluted $ 0.01 $ 0.08 information aboutcertain supplemental cash flow information:Three Months Ended March 31, 2024 2023 (dollars in thousands) Supplemental disclosures of cash flow information Interest paid, net of amounts capitalized $ — $ — Income taxes paid $ 378 $ — Supplemental disclosures of non-cash investing and financing activities Change in right-of-use assets for new, modified, or terminated operating leases $ 2,553 $ (837) Landsea Homes Corporation Notes to the Consolidated Financial Statements - (unaudited) that are measuredof Antares Homes included approximately 2,100 lots owned or controlled. The determination of the purchase accounting is in process as of the date of these consolidated financial statements.recurring basis asleverage ratio calculated in accordance with the Amended Credit Agreement.June 30, 2018Financial Condition and indicates the fair value hierarchyResults of the valuation techniques that the Company utilized 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 consists of 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. 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 February 29, 2024. This section discusses certain items in the three months ended March 31, 2024 and 2023 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| 17Three Months Ended March 31, 2024 2023 (dollars in thousands, except per share amounts) Revenue Home sales $ 292,592 $ 240,625 Lot sales and other 1,449 1,115 Total revenues 294,041 241,740 Cost of sales Home sales 248,897 197,054 Lot sales and other 1,683 713 Total cost of sales 250,580 197,767 Gross margin Home sales 43,695 43,571 Lot sales and other (234) 402 Total gross margin 43,461 43,973 Sales and marketing expenses 18,488 16,408 General and administrative expenses 26,082 22,780 Total operating expenses 44,570 39,188 (Loss) income from operations (1,109) 4,785 Other income, net 1,813 955 Pretax income 704 5,740 (Benefit) provision for income taxes (30) 1,617 Net income 734 4,123 Net income attributable to noncontrolling interests 544 905 Net income attributable to Landsea Homes Corporation $ 190 $ 3,218 Income per share: Basic $ 0.01 $ 0.08 Diluted $ 0.01 $ 0.08 Weighted average common shares outstanding: Basic 36,279,679 39,997,699 Diluted 36,798,722 40,116,873 Three Months Ended March 31, 2024 2023 % 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 233 $ 103,515 $ 444 3.6 152 $ 62,745 $ 413 3.2 53 % 65 % 8 % 13 % California 107 108,325 1,012 3.7 164 136,227 831 4.7 (35 %) (20 %) 22 % (21 %) Colorado 23 10,871 473 3.8 — — N/A N/A N/A N/A N/A N/A Florida 236 109,533 464 2.7 178 79,338 446 2.0 33 % 38 % 4 % 35 % Metro New York 1 4,312 4,312 N/A — — N/A N/A N/A N/A N/A N/A Texas 12 4,695 391 13.3 4 4,194 1,049 1.3 200 % 12 % (63) % 923 % Total 612 $ 341,251 $ 558 3.3 498 $ 282,504 $ 567 2.8 23 % 21 % (2) % 18 % Three Months Ended March 31, 2024 2023 % Change Arizona 21.3 16.0 33 % California 9.7 11.7 (17 %) Colorado 2.0 — N/A Florida 29.3 30.0 (2 %) Metro New York — — — % Texas 0.3 1.0 (70 %) Total 62.6 58.7 7 % Three Months Ended March 31, 2024 2023 % Change Homes Dollar Value ASP Homes Dollar Value ASP Homes Dollar Value ASP (dollars in thousands) Arizona 183 $ 78,741 $ 430 170 $ 72,534 $ 427 8 % 9 % 1 % California 146 131,894 903 85 67,258 791 72 % 96 % 14 % Colorado 17 8,854 521 — — N/A N/A N/A N/A Florida 157 72,355 461 212 94,990 448 (26) % (24) % 3 % Metro New York — — N/A 1 1,649 1,649 N/A N/A N/A Texas 2 748 374 4 4,194 1,049 (50) % (82) % (64) % Total 505 $ 292,592 $ 579 472 $ 240,625 $ 510 7 % 22 % 14 % meaningaccompanying notes to the consolidated financial statements for additional discussion regarding acquired work in process inventory.Three Months Ended March 31, 2024 % 2023 % (dollars in thousands) Home sales revenue $ 292,592 100.0 % $ 240,625 100.0 % Cost of home sales 248,897 85.1 % 197,054 81.9 % Home sales gross margin 43,695 14.9 % 43,571 18.1 % Add: Interest in cost of home sales 10,557 3.6 % 4,542 1.9 % Add: Real estate inventories impairment — — % — — % 54,252 18.5 % 48,113 20.0 % Add: Purchase price accounting for acquired inventory 2,456 0.8 % 4,485 1.9 % $ 56,708 19.4 % $ 52,598 21.9 % March 31, 2024 March 31, 2023 % Change Homes Dollar Value ASP Homes Dollar Value ASP Homes Dollar Value ASP (dollars in thousands) Arizona 146 $ 66,207 $ 453 87 $ 40,197 $ 462 68 % 65 % (2) % California 122 134,601 1,103 158 147,415 933 (23) % (9) % 18 % Colorado 20 9,557 478 — — N/A N/A N/A N/A Florida 325 165,662 510 451 235,245 522 (28) % (30) % (2) % Metro New York 1 4,312 4,312 — — N/A N/A N/A N/A Texas 10 3,947 395 — — N/A N/A N/A N/A Total 624 $ 384,286 $ 616 696 $ 422,857 $ 608 (10) % (9) % 1 % March 31, 2024 March 31, 2023 Lots Owned Lots Controlled Total Lots Owned Lots Controlled Total % Change Arizona 1,505 1,462 2,967 2,118 1,491 3,609 (18 %) California 569 1,200 1,769 504 1,679 2,183 (19 %) Colorado 168 125 293 — — — N/A Florida 1,800 1,770 3,570 2,376 2,098 4,474 (20 %) Metro New York 2 — 2 2 — 2 — % Texas 202 1,548 1,750 — 1,167 1,167 50 % Total 4,246 6,105 10,351 5,000 6,435 11,435 (9 %) Three Months Ended March 31, 2024 2023 Pretax income (loss) (dollars in thousands) Arizona $ 479 $ 183 California 8,211 2,937 Colorado (1,152) — Florida (235) 8,227 Metro New York (491) (603) Texas (1,936) (1,320) Corporate (4,172) (3,684) Total $ 704 $ 5,740 Three Months Ended March 31, As a Percentage of Home Sales 2024 2023 2024 2023 (dollars in thousands) Sales and marketing expenses $ 18,488 $ 16,408 6.3 % 6.8 % General and administrative expenses 26,082 22,780 8.9 % 9.5 % Total sales, marketing, and G&A expenses $ 44,570 $ 39,188 15.2 % 16.3 % 27A162(m). The difference between the statutory tax rate and the effective tax rate for the three months ended March 31, 2023, was primarily related to state income taxes net of federal income tax benefits and estimated deduction limitations for executive compensation under Section 162(m), partially offset by tax credits for energy-efficient homes.Section 21Ewere offered and sold only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act and to certain non-U.S. persons in transactions outside the United States in reliance on Regulation S under the Securities Act. Interest on the 8.875% Senior Notes will be paid semi-annually on April 1 and October 1, commencing October 1, 2024. The 8.875% Senior Notes will mature on April 1, 2029.March 31, 2024 December 31, 2023 Financial Covenants Actual Covenant Requirement Actual Covenant Requirement (dollars in thousands) (dollars in thousands) $ 364,087 $ 50,000 $ 431,265 $ 50,000 2.17 2.00 2.18 2.00 $ 607,885 $ 410,578 $ 619,713 $ 410,578 43.7 % <60% 39.3 % <60% March 31, 2024 December 31, 2023 (dollars in thousands) Total notes and other debts payable, net $ 585,150 $ 543,774 Total equity 676,524 688,352 Total capital $ 1,261,674 $ 1,232,126 Ratio of debt to capital 46.4 % 44.1 % Total notes and other debts payable, net $ 585,150 $ 543,774 Less: cash and cash equivalents 121,492 119,555 Less: cash held in escrow 18,460 49,091 Net debt 445,198 375,128 Total capital $ 1,261,674 $ 1,232,126 Ratio of net debt to total capital 35.3 % 30.4 % Three Months Ended March 31, 2024 2023 (dollars in thousands) Net income $ 734 $ 4,123 (Benefit) provision for income taxes (30) 1,617 Interest in cost of sales 10,570 4,553 Depreciation and amortization expense 1,320 1,418 EBITDA 12,594 11,711 Purchase price accounting in cost of home sales 2,456 4,485 Transaction costs 1,728 15 Abandoned project costs 256 — Adjusted EBITDA $ 17,034 $ 16,211 Three Months Ended March 31, 2024 2023 (dollars in thousands) Net income attributable to Landsea Homes Corporation $ 190 $ 3,218 Pre-Merger capitalized related party interest included in cost of sales 29 718 Purchase price accounting for acquired inventory 2,456 4,485 Total adjustments 2,485 5,203 1,843 3,839 Adjusted net income attributable to Landsea Homes Corporation $ 2,033 $ 7,057 . 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 untilMarch 31, 2024 (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 June 30, 2018March 31, 2024 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, 2023 that was filed with the SEC onJune 20, 2018. Any February 29, 2024.these factors could result inEquity Securities and Use of ProceedsTotal Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares that may yet be Purchased Under the Plans or Programs
(in millions)January 1, 2024 - January 31, 2024 71,034 $ 12.58 71,034 $ 8.0 February 1, 2024 - February 29, 2024 383,252 $ 11.91 383,252 $ 3.5 March 1, 2024 - March 31, 2024 80,150 $ 12.18 80,150 $ 2.5 significant or material adverse effect on our resultstock repurchase program allowing for the repurchase of operations or financial conditions. Additional risk factors not presently knownup 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 with an expiration of December 31, 2023. In July 2023, the Board of Directors authorized additional factors from time to time in our future filingscapacity of approximately $3.3 million, with an expiration date of December 31, 2023, and an additional $10.0 million with no stated expiration date. In October 2023, the SEC.Item 2.Unregistered Sales of Equity Securities and Use of Proceeds from Registered SecuritiesIn August 2017,Board of Directors authorized additional capacity of $20.0 million with no stated expiration date. During the year ended December 31, 2023, the Company issued an aggregate of 4,312,500repurchased 3,635,033 shares of Class B Common Stockcommon stock for a total of $34.4 million. During the three months ended March 31, 2024, the Company repurchased 534,436 shares of common stock for a total of $6.4 million. As of March 31, 2024, the Company had approximately $2.5 million in remaining authorized capacity.sponsor in exchange for a capital contribution of $25,000. In February 2018 our Sponsor forfeited 431,250 founder shares, resulting in a decrease inA&R Agreement, which is filed as Exhibit 10.4 hereto and is incorporated herein by reference.total number of founder shares from 4,312,500 to 3,881,250. The foregoing issuances were madeCompany entered into an Indemnification Agreement (the “Indemnification Agreement”) with Landsea Holdings, pursuant to which, among other things, (i) Landsea Holdings agreed to indemnify the exemptionCompany for certain losses relating to or arising 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(x) Landsea Holdings’s business operations after the closing of the Initial Public Offering. Each Private Placement WarrantMerger Transaction (as defined in the Indemnification Agreement) and (y) the Holdings Specific Carve-Out Transaction (as defined in the Indemnification Agreement), and (ii) the Company agreed to indemnify Landsea Holdings for certain losses relating to or arising from (w) the Company’s business operations after the closing of the Merger Transaction, (x) the Company’s business operations before the closing of the Mergerexercisable to purchase one Class A share at $11.50 per share. The Private Placement Warrants are identicalqualified in its entirety by reference to the Public Warrants underlyingIndemnification Agreement, which is filed as Exhibit 10.5 hereto and is incorporated herein by reference.Units soldquarter ended March 31, 2024, 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 the Initial Public Offering, except that the Private Placement Warrants and the Class A common stock issuable upon exerciseItem 408(a) 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 the Initial Public Offering, the Company incurred offering costs 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.Exhibit Number Defaults Upon Senior SecuritiesNone.Item 4.Mine Safety DisclosuresNone.Item 5.Other InformationNone.Item 6.Exhibits.Exhibit Description ExhibitNumberDescription 31.2 32101.INS101XBRL Instance DocumentThe following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, formatted in Inline XBRL: (i) Consolidated Balance Sheets as of March 31, 2024 and December 31, 2023; (ii) Consolidated Statements of Operations for the three months ended March 31, 2024 and 2023, (iii) Consolidated Statements of Equity for the three months ended March 31, 2024 and 2023; (iv) Consolidated Statements of Cash Flows for the three months ended March 31, 2024 and 2023 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 March 31, 2024, 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.Landsea Homes Corporation Date: May 1, 2024 By: /s/ John Ho By:/s/ Philippe De BackerJohn Ho Dated: August 13, 2018Name: Philippe De BackerTitle: Chief Executive Officer (Principal(Principal Executive Officer) Date: May 1, 2024 By: /s/ Chris Porter By:/s/ Scott ReedChris Porter Dated: August 13, 2018Name: Scott ReedTitle: Chief Financial Officer (Principal(Principal Financial and Accounting Officer)21