Cover
Cover - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Feb. 26, 2024 | Jun. 30, 2023 | |
Entity Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2023 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-38545 | ||
Entity Registrant Name | LANDSEA HOMES CORPORATION | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 82-2196021 | ||
Entity Address, Address Line One | 1717 McKinney Avenue | ||
Entity Address, Address Line Two | Suite 1000 | ||
Entity Address, City or Town | Dallas | ||
Entity Address, State or Province | TX | ||
Entity Address, Postal Zip Code | 75202 | ||
City Area Code | 949 | ||
Local Phone Number | 345-8080 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Document Financial Statement Error Correction | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 133.7 | ||
Entity Common Stock, Shares Outstanding | 36,126,569 | ||
Documents Incorporated by Reference | Portions of the registrant’s definitive proxy statement with respect to its 2024 Annual Meeting of Stockholders to be filed not later than 120 days after the end of the registrant’s fiscal year are incorporated by reference into Part III of this Annual Report on Form 10-K. | ||
Entity CIK | 0001721386 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Common Stock | NASDAQ | |||
Entity Information [Line Items] | |||
Title of 12(b) Security | Common Stock, par value $0.0001 per share | ||
Trading Symbol | LSEA | ||
Security Exchange Name | NASDAQ | ||
Warrant | NASDAQ | |||
Entity Information [Line Items] | |||
Title of 12(b) Security | Warrants exercisable for Common Stock | ||
Trading Symbol | LSEAW | ||
Security Exchange Name | NASDAQ |
Audit Information
Audit Information | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2021 | |
Audit Information [Abstract] | ||
Auditor Firm ID | 34 | 238 |
Auditor Name | DELOITTE & TOUCHE LLP | PricewaterhouseCoopers LLP |
Auditor Location | Costa Mesa, California | Los Angeles, California |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Assets | ||
Cash and cash equivalents | $ 119,555 | $ 123,634 |
Cash held in escrow | 49,091 | 17,101 |
Real estate inventories | 1,121,726 | 1,093,369 |
Goodwill | 68,639 | 68,639 |
Other assets | 107,873 | 134,009 |
Total assets | 1,471,232 | 1,440,496 |
Liabilities | ||
Accounts payable | 77,969 | 74,445 |
Accrued expenses and other liabilities | 160,256 | 149,426 |
Line of credit facility, net | 307,631 | 505,422 |
Senior notes, net | 236,143 | 0 |
Total liabilities | 782,880 | 730,177 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Preferred stock, $0.0001 par value, 50,000,000 shares authorized, none issued and outstanding as of December 31, 2023 and December 31, 2022, respectively | 0 | 0 |
Common stock, $0.0001 par value, 500,000,000 shares authorized, 41,382,453 issued and 36,520,894 outstanding as of December 31, 2023, 42,110,794 issued and 40,884,268 outstanding as of December 31, 2022 | 4 | 4 |
Additional paid-in capital | 465,290 | 497,598 |
Retained earnings | 187,584 | 158,348 |
Total stockholders’ equity | 652,878 | 655,950 |
Noncontrolling interests | 35,474 | 54,369 |
Total equity | 688,352 | 710,319 |
Total liabilities and equity | 1,471,232 | 1,440,496 |
Related Party | ||
Assets | ||
Due from affiliates | 4,348 | 3,744 |
Liabilities | ||
Notes Payable | $ 881 | $ 884 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, authorized shares (in shares) | 50,000,000 | 50,000,000 |
Preferred stock, issued shares (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | |
Common stock, par value (in dollars per share) | $ 0.0001 | |
Common stock, shares authorized (in shares) | 500,000,000 | |
Common stock, shares issued (in shares) | 41,382,453 | 42,110,794 |
Common stock, shares outstanding (in shares) | 36,520,894 | 40,884,268 |
Consolidated Statement of Opera
Consolidated Statement of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue | $ 1,209,947 | $ 1,446,449 | $ 1,023,304 |
Total cost of sales | 994,973 | 1,159,525 | 840,706 |
Gross margin | 214,974 | 286,924 | 182,598 |
Sales and marketing expenses | 73,248 | 89,305 | 52,840 |
General and administrative expenses | 101,442 | 89,325 | 70,266 |
Total operating expenses | 174,690 | 178,630 | 123,106 |
Income from operations | 40,284 | 108,294 | 59,492 |
Other income, net | 4,261 | 86 | 5,148 |
(Loss) gain on remeasurement of warrant liability | 0 | (7,315) | 2,090 |
Pretax income | 44,545 | 101,065 | 66,730 |
Provision for income taxes | 11,895 | 25,400 | 13,995 |
Net income | 32,650 | 75,665 | 52,735 |
Net income (loss) attributable to noncontrolling interests | 3,414 | 2,114 | (51) |
Net income attributable to Landsea Homes Corporation | $ 29,236 | $ 73,551 | $ 52,786 |
Earnings per share: | |||
Basic (in dollars per share) | $ 0.75 | $ 1.71 | $ 1.14 |
Diluted (in dollars per share) | $ 0.75 | $ 1.70 | $ 1.14 |
Weighted average shares outstanding: | |||
Basic (in shares) | 38,885,003 | 42,052,696 | 45,198,722 |
Diluted (in shares) | 39,076,322 | 42,199,462 | 45,250,718 |
Home Sales | |||
Revenue | $ 1,169,867 | $ 1,392,750 | $ 936,400 |
Total cost of sales | 967,034 | 1,108,204 | 772,575 |
Gross margin | 202,833 | 284,546 | 163,825 |
Lot Sales and other | |||
Revenue | 40,080 | 53,699 | 86,904 |
Total cost of sales | 27,939 | 51,321 | 68,131 |
Gross margin | $ 12,141 | $ 2,378 | $ 18,773 |
Consolidated Statements of Equi
Consolidated Statements of Equity - USD ($) $ in Thousands | Total | Common Stock | Additional paid-in capital | Retained earnings | Total stockholders' equity | Noncontrolling interests |
Beginning Balance (in shares) at Dec. 31, 2020 | 32,557,303 | 528,185,000 | ||||
Beginning balance at Dec. 31, 2020 | $ 529,486 | $ 3 | $ 496,171 | $ 32,011 | $ 1,301 | |
Increase (Decrease) in Shareholders' Equity | ||||||
Recapitalization transaction, net of fees and deferred taxes (in shares) | 13,673,722 | |||||
Recapitalization transaction, net of fees and deferred taxes | 33,368 | $ 2 | 33,366 | $ 33,368 | ||
Vesting of restricted stock units (in shares) | 50,066 | |||||
Stock-based compensation expense | 5,808 | 5,808 | 5,808 | |||
Net income (loss) | $ 52,735 | 52,786 | $ 52,786 | (51) | ||
Ending Balance (in shares) at Dec. 31, 2021 | 32,600,000 | 46,281,091 | 620,147,000 | |||
Ending balance at Dec. 31, 2021 | $ 621,397 | $ 5 | 535,345 | 84,797 | 1,250 | |
Increase (Decrease) in Shareholders' Equity | ||||||
Shares issued under share-based awards (in shares) | 228,529 | |||||
Cash paid for shares withheld for taxes | (848) | (848) | $ (848) | |||
Stock-based compensation expense | 3,647 | 3,647 | 3,647 | |||
Contributions from noncontrolling interests | 55,000 | 55,000 | ||||
Distributions to noncontrolling interests | (3,995) | (3,995) | ||||
Repurchase of common stock (in shares) | (5,625,352) | |||||
Repurchase of common stock | (40,547) | $ (1) | (40,546) | (40,547) | ||
Net income (loss) | $ 75,665 | 73,551 | $ 73,551 | 2,114 | ||
Ending Balance (in shares) at Dec. 31, 2022 | 40,884,268 | 40,884,268 | 655,950,000 | |||
Ending balance at Dec. 31, 2022 | $ 710,319 | $ 4 | 497,598 | 158,348 | 54,369 | |
Increase (Decrease) in Shareholders' Equity | ||||||
Shares issued under share-based awards (in shares) | 267,782 | |||||
Stock options exercised (in shares) | 3,877 | |||||
Stock options exercised | 37 | 37 | $ 37 | |||
Cash paid for shares withheld for taxes | (695) | (695) | (695) | |||
Stock-based compensation expense | 3,088 | 3,088 | 3,088 | |||
Distributions to noncontrolling interests | (22,309) | (22,309) | ||||
Repurchase of common stock (in shares) | (3,635,033) | |||||
Repurchase of common stock | (34,738) | (34,738) | (34,738) | |||
Forfeiture and cancellation of Earnout Shares (in shares) | (1,000,000) | |||||
Net income (loss) | $ 32,650 | 29,236 | $ 29,236 | 3,414 | ||
Ending Balance (in shares) at Dec. 31, 2023 | 36,520,894 | 36,520,894 | 652,878,000 | |||
Ending balance at Dec. 31, 2023 | $ 688,352 | $ 4 | $ 465,290 | $ 187,584 | $ 35,474 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | |||
Net income | $ 32,650 | $ 75,665 | $ 52,735 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 5,104 | 5,549 | 5,393 |
Loss (gain) on remeasurement of warrant liability | 0 | 7,315 | (2,090) |
Stock-based compensation expense | 3,088 | 3,647 | 5,808 |
Loss (gain) on extinguishment or forgiveness of debt | 0 | 2,496 | (4,266) |
Inventory impairments | 4,700 | 0 | 0 |
Abandoned project costs | 998 | 650 | 555 |
Write off of offering costs | 436 | 0 | 0 |
Deferred taxes | (4,917) | (6,299) | (2,826) |
Changes in operating assets and liabilities: | |||
Cash held in escrow | (31,990) | (13,022) | 7,539 |
Real estate inventories | (29,543) | (12,846) | (59,655) |
Due from affiliates | (604) | 721 | (1,802) |
Other assets | 33,738 | (53,930) | (7,307) |
Accounts payable | 3,523 | (5,617) | 35,850 |
Accrued expenses and other liabilities | 9,987 | 13,139 | 3,466 |
Due to affiliates | (3) | (1,473) | 0 |
Net cash provided by operating activities | 27,167 | 15,995 | 33,400 |
Cash flows from investing activities: | |||
Purchases of property and equipment | (7,478) | (5,469) | (3,176) |
Distributions of capital from unconsolidated joint ventures | 0 | 578 | 22,134 |
Payments for business acquisition, net of cash acquired | 0 | (258,727) | (44,537) |
Net cash used in investing activities | (7,478) | (263,618) | (25,579) |
Cash flows from financing activities: | |||
Borrowings from notes and other debts payable | 547,500 | 281,612 | 910,487 |
Repayments of notes and other debts payable | (504,300) | (240,228) | (737,683) |
Proceeds from Merger, net of fees and other costs | 0 | 0 | 64,434 |
Cash paid for shares withheld for taxes | (695) | (848) | 0 |
Payment for buyback of warrants | 0 | (16,500) | 0 |
Repayment of convertible note | 0 | 0 | (1,500) |
Proceeds from exercise of stock options | 37 | 0 | 0 |
Repurchases of common stock | (34,417) | (40,547) | 0 |
Contributions from noncontrolling interests | 0 | 55,000 | 0 |
Distributions to noncontrolling interests | (22,309) | (3,995) | 0 |
Deferred offering costs paid | (224) | (2,605) | (1,832) |
Debt issuance and extinguishment costs paid | (9,360) | (3,885) | (8,522) |
Net cash (used in) provided by financing activities | (23,768) | 28,004 | 225,384 |
Net (decrease) increase in cash, cash equivalents, and restricted cash | (4,079) | (219,619) | 233,205 |
Cash, cash equivalents, and restricted cash at beginning of year | 123,634 | 343,253 | 110,048 |
Cash, cash equivalents, and restricted cash at end of year | $ 119,555 | $ 123,634 | $ 343,253 |
Company
Company | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Company | Company Landsea Homes Corporation (together with its subsidiaries, “Landsea Homes” or the “Company”), a majority owned subsidiary of Landsea Holdings Corporation (“Landsea Holdings”), is engaged in the acquisition, development, and sale of homes and lots in Arizona, California, Colorado, Florida, New Jersey, New York, and Texas. The Company’s operations are organized into the following six reportable segments: Arizona, California, Colorado, Florida, Metro New York and Texas. On August 31, 2020, Landsea Homes and its parent, Landsea Holdings, entered into an Agreement and Plan of Merger (the “Merger Agreement”) with LF Capital Acquisition Corp. (“LF Capital”) and LFCA Merger Sub, Inc. (the “Merger Sub”), a direct, wholly-owned subsidiary of LF Capital. The Merger Agreement provided for, among other things, the merger of Merger Sub with and into Landsea Homes Incorporated (“LHI”), previously a wholly-owned subsidiary of Landsea Holdings, with LHI continuing as the surviving corporation (the “Merger”). On January 7, 2021 (the “Closing Date”), the Merger was consummated pursuant to the Merger Agreement (the “Closing”). The name of LF Capital was changed at that time to Landsea Homes Corporation. Subject to the terms of the Merger Agreement, Landsea Holdings received $343.8 million of stock consideration, consisting of 32.6 million newly issued shares of Landsea Homes Corporation’s common stock. The shares were valued at $10.56 per share for purposes of determining the aggregate number of shares payable to Landsea Holdings (the “Stock Consideration”). Upon Closing, Level Field Capital, LLC (the “Sponsor”) held 1.0 million shares that are subject to surrender and forfeiture for no consideration in the event the common stock does not reach certain thresholds during the 24-month period following the closing of the Merger (“Earnout Shares”). The Sponsor transferred 0.5 million Earnout Shares to Landsea Holdings. Additionally, the Sponsor forfeited 2.3 million private placement warrants and transferred 2.2 million private placement warrants to Landsea Holdings (such private placement warrants, each exercisable to purchase one share of Common Stock at an exercise price of $11.50 per share, are referred to as the “Private Placement Warrants,” and together with the Company’s public warrants they are referred to as the “Warrants”). During the year ended December 31, 2022, the private placement warrants were repurchased by the Company and are no longer outstanding, refer to Note 16 – Stockholders’ Equity for additional information. In January 2023, the Company concluded that the threshold for the Earnout Shares was not met and therefore those shares were forfeited and cancelled. In connection with the Merger, the Company received $64.4 million from the Merger after payments of $28.7 million related to the public warrant amendment and $7.5 million representing transaction expenses incurred. The Company incurred direct and incremental costs of approximately $16.7 million related to the equity issuance, consisting primarily of investment banking, legal, accounting and other professional fees, which were recorded to additional paid-in capital as a reduction of proceeds. The Company recorded $2.7 million in general and administrative expenses in 2021 related to the accelerated vesting of certain phantom awards. At the time of the Merger, the Company paid cash of $2.9 million for the phantom stock awards and issued 0.2 million shares with an issuance date value of $1.9 million. The Merger was accounted for as a reverse recapitalization. Under this method of accounting, LF Capital is treated as the “acquired” company for financial reporting purposes. This determination was primarily based on the current stockholder of Landsea Homes, Landsea Holdings, having a relative majority of the voting power of the combined entity; the operations of LHI prior to the Merger comprising the only ongoing operations of the combined entity; and senior management of LHI comprising the senior management of the combined entity. Accordingly, for accounting purposes, the financial statements of the combined entity represent a continuation of the financial statements of LHI with the acquisition being treated as the equivalent of LHI issuing stock for the net assets of LF Capital, accompanied by a recapitalization. The net assets of LHI are stated at historical cost, with no goodwill or other intangible assets recorded. The shares and net income per share available to holders of the LHI’s common stock, prior to the Merger, have been retroactively restated as shares reflecting the exchange ratio established in the Merger Agreement. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation and Consolidation —The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and include the accounts of the Company and all subsidiaries, partnerships and other entities in which the Company has a controlling interest and variable interest entities (“VIEs”) in which the Company is deemed the primary beneficiary. The Company’s investments in 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. Landsea Holdings holds a series of notes payable to affiliated entities of its parent. The cash Landsea Holdings received from this debt was previously utilized to partially fund operations of the Company. Related party interest incurred by Landsea Holdings (the “Related Party Interest”) was historically pushed down to the Company and reflected on the consolidated balance sheets of the Company, primarily in real estate inventories, and on the consolidated statements of operations in cost of sales. Refer to Note 6 – Capitalized Interest for further detail. As the Company did not guarantee the notes payable nor have any obligations to repay the notes payable, and as 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, Landsea Homes is precluded from repaying Landsea Holdings’ notes payable to the affiliated entities of its parent. Therefore, as of January 7, 2021, the Related Party Interest is no longer pushed down to Landsea Homes. During the periods presented in the consolidated financial statements prior to the Merger, the Company was included in the consolidated U.S. federal, and certain state and local, income tax returns filed by Landsea Holdings, where applicable. Income tax expense and other income tax related information contained in these consolidated financial statements are presented on a separate return basis as if the Company had filed its own tax returns. Additionally, certain tax attributes such as net operating losses or credit carryforwards are presented on a separate return basis, and accordingly, may differ in the future. In jurisdictions where the Company has been included in the tax returns filed by Landsea Holdings, any income tax payables or receivables resulting from the related income tax provisions have been reflected in the consolidated balance sheets and the effect of the push down is reflected within additional paid-in capital. Management of the Company believes that the assumptions underlying the consolidated financial statements reasonably reflect the utilization of services provided, or benefits received by the Company during the periods presented. Nevertheless, the consolidated financial statements may not be indicative of the Company’s future performance. Reclassifications —Certain reclassifications have been made in the prior year’s financial statements to conform to classifications used in the current year. The consolidated balance sheet for the year ended December 31, 2022, has been revised to reflect the reclassification of investment in and advances to unconsolidated joint ventures of less than $0.1 million to other assets. The consolidated statements of operations for the years ended December 31, 2022 and 2021, have been revised to reflect the reclassification of $0.1 million and $1.3 million, respectively, from equity in net income of unconsolidated joint ventures to other income, net. Additionally, the consolidated statements of cash flows for these years have been revised to reflect a reclassification of equity in net income of unconsolidated joint ventures of $0.1 million and $1.3 million, respectively, to the change in other assets. Use of Estimates —The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts in the consolidated financial statements and accompanying notes. Actual results could differ materially from these estimates. Cash and Cash Equivalents —The Company defines cash and cash equivalents as demand deposits with financial institutions and short-term liquid investments with a maturity date of less than three months from the date of purchase. Cash Held in Escrow— Cash held in escrow consists of proceeds from home closings held in escrow for the Company’s benefit, typically for less than five days. Real Estate Inventories and Cost of Sales —Real estate inventories include actively selling projects as well as projects under development or held for future development. Inventories are stated at cost, unless the carrying amount is determined not to be recoverable, in which case inventory is written down to its fair value. The Company capitalizes pre-acquisition costs, land deposits, land, development, and other allocated costs, including interest, property taxes, and indirect construction costs to real estate inventories. Pre-acquisition costs, including non-refundable land deposits, are removed from inventory and expensed to other income, net, if the Company determines continuation of the prospective project is not probable. Land, development, and other common costs are typically allocated to real estate inventories using a methodology that approximates the relative-sales-value method. If the relative-sales-value-method is impracticable, costs are allocated based on area methods, such as square footage or lot size, or other value methods as appropriate under the circumstances. Home construction costs per production phase are recorded using the specific identification method. Cost of sales for homes closed includes construction costs of each home, an allocation of applicable land acquisition, land development, and related common costs, plus an estimate of any applicable costs required to complete the home or common area development. Changes in estimated development and common costs are allocated prospectively to remaining homes in a project. The Company reviews real estate inventories on a periodic basis or whenever indicators of impairment exist. If there are indicators of impairment, the Company performs a detailed budget and cash flow review of the applicable real estate inventories to determine whether the estimated undiscounted future cash flows of the project are more or less than the asset’s carrying value. If the estimated undiscounted future cash flows are more than the asset’s carrying value, no impairment adjustment is required. However, if the estimated undiscounted future cash flows are less than the asset’s carrying value, the asset is written down to fair value and impairment charges are recorded to cost of sales. We generally determine the estimated fair value of each community by using a discounted cash flow approach based on the estimated future cash flows at discount rates that reflect the risk of the community being evaluated. When estimating future cash flows of a project, the Company makes various assumptions including estimated future home sales revenue, sales absorption rates, land development and construction costs, carrying costs, and direct selling and marketing costs. The discounted cash flow approach can be impacted significantly by the Company’s estimates of future cash flows and the applicable discount rate, which are Level 3 inputs. The key assumptions used in real estate inventories valuations are subject to a variety of external factors and are inherently uncertain. It is reasonably possible that changes in market conditions could change the Company’s estimates of future cash flows, leading to different conclusions. Accordingly, actual results could differ from valuation estimates. See Note 5 – Real Estate Inventories for additional information. Capitalization of Interest —The Company follows the practice of capitalizing interest to real estate inventories during the period of development and to investments in unconsolidated joint ventures, when applicable, in accordance with ASC 835, Interest . Interest capitalized as a component of real estate inventories is included in cost of sales as related homes or lots are delivered to customers. To the extent interest is capitalized to investments in unconsolidated joint ventures, it is included as a reduction to income from unconsolidated joint ventures when the related homes or lots are sold to third parties. To the extent the Company’s debt exceeds its qualified assets as defined in ASC 835, the Company would expense a portion of the interest incurred. Qualified assets represent projects that are under development as well as investments in unconsolidated joint ventures accounted for under the equity method until such equity method investees begin their principal operations. Business Combinations —Acquisitions are accounted for in accordance with ASC 805, Business Combinations . In connection with the Company’s recent acquisitions, management determined in each case that the Company obtained control of a business including inputs, processes, and outputs in exchange for cash consideration. All material assets and liabilities were measured and recognized at fair value as of the date of the acquisition. Any excess of the purchase price over the estimated fair values of the identifiable net assets acquired is recorded as goodwill. Significant judgment is often required in estimating the fair value of assets acquired, particularly intangible assets. The fair value of acquired real estate inventories largely depends on the stage of production of the acquired land and work in process inventory. For acquired land and land options, the Company typically utilizes, with the assistance of a third party valuation specialist, a sales comparison approach. For work in process inventories, the Company estimates the fair value based upon the stage of production of each unit and a gross margin that the Company believes a market participant would require to complete the remaining development and requisite selling efforts. Refer to Note 3 – Business Combinations and Asset Acquisitions for further information regarding the purchase price allocation and related acquisition accounting. Investment in Unconsolidated Joint Ventures —The Company uses the equity method to account for investments in (1) joint ventures that qualify as VIEs where the Company is not the primary beneficiary and (2) other entities that the Company does not control but has the ability to exercise significant influence over. The Company also uses the equity method when it functions as the managing member or general partner and its venture partner has substantive participating rights or where the Company can be replaced by its venture partner as managing member without cause. Under the equity method, the Company recognizes its proportionate share of earnings and losses generated by the joint venture upon the delivery of lots or homes to third parties. Variable Interest Entities —The Company accounts for variable interest entities in accordance with ASC 810, Consolidation . Under ASC 810, a VIE is created when: (a) the equity investment at risk in the entity is not sufficient to permit the entity to finance its activities without additional subordinated financial support provided by other parties, including the equity holders; (b) the entity’s equity holders as a group either (i) lack the direct or indirect ability to direct the activities of an entity that most significantly impact the entity’s economic performance, (ii) are not obligated to absorb expected losses of the entity or (iii) do not have the right to receive expected residual returns of the entity; or (c) the entity’s equity holders have voting rights that are not proportionate to their economic interests, and the activities of the entity involve or are conducted on behalf of the equity holder with disproportionately few voting rights. If an entity is deemed to be a VIE pursuant to ASC 810, the enterprise that has both (i) the power to direct the activities of a VIE that most significantly impact the entity’s economic performance and (ii) the obligation to absorb the expected losses of the entity or right to receive benefits from the entity that could be potentially significant to the VIE is considered the primary beneficiary and must consolidate the VIE. Under ASC 810, a non-refundable deposit paid to an entity may be deemed to be a variable interest that will absorb some or all of the entity’s expected losses if they occur. The Company’s land purchase and lot option deposits generally represent its maximum exposure to the land seller if it elects not to purchase the optioned property. Therefore, whenever the Company enters into a land option or purchase contract with an entity and makes a non-refundable deposit, a VIE may have been created. As of December 31, 2023 and 2022, the Company consolidated two joint venture VIEs. Refer to Note 4 – Variable Interest Entities for further information regarding VIEs. Goodwill— The excess of the purchase price of a business acquisition over the net fair value of assets acquired and liabilities assumed is capitalized as goodwill if it is treated as a business combination. Goodwill and any other intangible assets that do not have finite lives are not amortized, but rather assessed for impairment at least annually. The Company performs an annual impairment test during the fourth quarter or whenever impairment indicators are present using a two-step process to assess whether or not goodwill should be impaired. The first step is a qualitative assessment that analyzes current economic indicators associated with a particular reporting unit. If the qualitative assessment indicates a stable or improved fair value, no further testing is required. If a qualitative assessment indicates that a significant decline to fair value of a reporting unit is more likely than not, or, at the Company’s election, the Company will proceed to the second step where we calculate the fair value of a reporting unit based on discounted future cash flows and market comparisons. If this step indicates that the carrying value of a reporting unit is in excess of its fair value, an impairment loss shall be recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. There was no goodwill impairment recorded during the years ended December 31, 2023, 2022, and 2021. Property and Equipment —Property and equipment are recorded at cost and depreciated to general and administrative expense using the straight-line method over their estimated useful lives, typically ranging from two Capitalized Selling and Marketing Costs —In accordance with ASC 606, Revenue from Contracts with Customers , and ASC 340, Other Assets and Deferred Cost, costs incurred for tangible assets directly used in the sales process such as the Company’s sales offices, and model landscaping and furnishings are capitalized to property and equipment which is included in other assets in the accompanying consolidated balance sheets. These costs are amortized to selling and marketing expenses generally over the estimated life of the selling community. For the years ended December 31, 2023, 2022, and 2021 the Company incurred amortization expense of $2.6 million, $0.6 million, and $2.0 million, respectively. All other selling and marketing costs, such as commissions and advertising, are expensed as incurred. Advertising and marketing costs of $6.9 million, $5.1 million, and $3.2 million for the years ended December 31, 2023, 2022, and 2021, respectively, are included in sales and marketing expenses on the consolidated statements of operations. Warranty Accrual —The Company provides home purchasers with limited warranties against certain building defects and has certain obligations related to those post-construction warranties for closed homes. The specific terms and conditions of these limited warranties vary depending upon the markets in which we do business, but generally the Company provides all of its home buyers with a limited warranty as to workmanship and mechanical equipment and also provide many of its home buyers with a limited 10-year warranty as to structural integrity. Estimated future direct warranty costs are accrued and charged to cost of sales in the period when the related homebuilding revenues are recognized. Amounts are accrued based upon the Company’s historical rates of warranty claims. Historical experience of the Company’s peers is also considered due to the Company’s limited internal history of homebuilding sales. The adequacy of the warranty accrual is assessed on a quarterly basis to reflect changes in trends as information becomes available and the amounts recorded are adjusted if necessary. The warranty accrual is included in accrued expenses and other liabilities in the accompanying consolidated balance sheets and adjustments to the accrual are recorded through cost of sales. Warrant Liability —The Company accounted for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity , and ASC 815, Derivatives and Hedging . For issued or modified warrants that did not meet all the criteria for equity classification, the warrants were recorded as liabilities at their initial fair value on the date of issuance or assumption and remeasured to fair value at each balance sheet date thereafter. The Company’s Private Placement Warrants were presented on the consolidated balance sheets as a liability recorded at fair value with subsequent changes in fair value recognized in the consolidated statement of operations at each reporting date as a (loss) gain on remeasurement of the warrant liability. The fair value of the Private Placement Warrants was estimated using a Black-Scholes option pricing model which included assumptions used in the model that were subjective and required significant judgment, including implied volatility, which was a Level 3 input. Each Private Placement Warrant was exercisable at $11.50 into one share of common stock. In June 2022, all of the outstanding Private Placement Warrants were repurchased by the Company. Refer to Note 16 – Stockholders’ Equity for additional information on the Warrants. The fair value of the Private Placement Warrants is discussed further in Note 14 – Fair Value . Home Sales Revenue— Home sales revenue is recognized when the Company’s performance obligations within the underlying sales contracts are fulfilled. The Company considers its obligations fulfilled when closing conditions are complete, title has transferred to the homebuyer, and collection of the purchase price is reasonably assured. Sales incentives are recorded as a reduction of revenue when the respective home is closed. When it is determined that the earnings process is not complete, the related revenue is deferred for recognition in future periods. Lot Sales and Other Revenue— Revenues from lot sales and other revenue are recorded and a margin is recognized when performance obligations are satisfied, which includes transferring a promised good or service to a customer. Lot sales and other revenue is recognized when all conditions of escrow are met, including delivery of the real estate asset in the agreed-upon condition, passage of title, receipt of appropriate consideration, and collection of associated receivables, if any, is probable, and other applicable criteria are met. Based upon the terms of the agreement, when it is determined that the performance obligation is not satisfied, the sale and the related margin are deferred for recognition in future periods. Under the terms of certain lot sale and other contracts, the Company is obligated to perform certain development activities after the close of escrow. Due to this continuing involvement, the Company recognizes lot sales and other revenue under the percentage-of-completion method, whereby revenue is recognized in proportion to total costs incurred divided by total costs expected to be incurred. Income Taxes— The Company records income taxes in accordance with ASC 740, Income Taxes , whereby deferred tax assets and liabilities are recognized based on the differences in the book and tax bases of assets and liabilities. Deferred tax assets and liabilities are measured using enacted tax rates that are expected to apply in the years that the differences are expected to reverse. The Company adjusts deferred tax assets and liabilities for the effects of changes in tax laws and rates in the period of enactment. Tax credits are recognized through the effective tax rate calculation assuming that the Company will be able to realize the full benefit of the credits. Each year the Company assesses its deferred tax asset to determine whether all or any portion of the asset is more likely than not (defined as a likelihood of more than 50%) to be unrealizable under ASC 740. The Company is required to establish a valuation allowance for any portion of the tax asset determined to be more likely than not unrealizable. The ultimate realization of deferred tax assets depends primarily on the generation of future taxable income during the periods in which the differences become deductible. Judgment is required in determining the future tax consequences of events that have been recognized in the Company’s consolidated financial statements and/or tax returns. Differences between anticipated and actual outcomes of these future tax consequences could have a material impact on the Company’s consolidated financial statements. Stock-Based Compensation Expense —In accordance with ASC 718, Compensation—Stock Compensation , stock-based compensation expense for all share-based payment awards is based on the grant date fair value. The Company recognizes expense for share-based payment awards with only service-based vesting conditions on a straight-line basis over the requisite service period of the award. Expense associated with awards that include a performance-based vesting condition is not recognized until it is determined that it is probable the performance-based conditions will be met. When achievement of a performance-based condition is probable, a catch-up of expense will be recorded as if the award had been vesting on a straight-line basis from the award date. The award will continue to be expensed on a straight-line basis, adjusted for probability, until the award vests or expires as worthless. Recent Accounting Pronouncements In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting , which provides temporary optional expedients and exceptions to the current guidance on contract modifications and hedge accounting. These changes are intended to simplify the market transition from the London Interbank Offered Rate (“LIBOR”) to alternative reference rates. ASU 2020-04 generally considers contract modifications related to reference rate reform to be an event that does not require contract remeasurement at the modification date nor a reassessment of a previous accounting determination. In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848): Scope , which clarified the scope and application of ASU 2020-04. In December 2022, the FASB issued ASU No. 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848 , which defers the sunset date of the reference rate reform guidance to December 31, 2024. This guidance may be elected over time, through December 31, 2024, as reference rate reform activities occur. Once ASU 2020-04 is elected, the guidance must be applied prospectively for all eligible contract modifications. In June 2022, the Company modified its credit facility to use the Secured Overnight Financing Rate (“SOFR”) as a reference rate rather than LIBOR. The Company elected to apply this guidance which preserves the presentation of the loan consistent with the presentation prior to the modification. In October 2021, the FASB issued ASU 2021-08, which requires application of ASC 606 to recognize and measure contract assets and liabilities from contracts with customers acquired in a business combination. ASU 2021-08 creates an exception to the general recognition and measurement principle in ASC 805 and will result in recognition of contract assets and contract liabilities consistent with those recorded by the acquiree immediately before the acquisition date. The standard is effective for fiscal years beginning after December 15, 2022, with early adoption permitted. The adoption did not have a material impact on the Company’s consolidated financial statements. In March 2023, the FASB issued ASU 2023-01, which amends the application of ASU 2016-02, Leases (Topic 842) , related to leases with entities under common control, also referred to as common control leases. The amendments to this update require an entity to consider the useful life of leasehold improvements associated with common control leases from the perspective of the common control group and amortize the leasehold improvements over the useful life of the assets to the common control group, instead of the term of the lease. Any remaining value for the leasehold improvement at the end of the lease would be adjusted through equity. The standard is effective for fiscal years beginning after December 15, 2023, with early adoption permitted. The adoption is not expected to have a material impact on the Company’s consolidated financial statements. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures , which requires disclosure of additional segment information. These additional requirements include significant expenses, other segment items to reconcile segment revenue and significant expenses to the reported measure of segment profit or loss, a description of the composition of the other segment items, and the title and position of the entity’s chief operating decision maker (“CODM”). The amendments in this update also expand the segment disclosure requirements to interim periods. The guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The guidance is to be applied retrospectively to all prior periods presented in the financial statements. The Company is currently evaluating the impact of this guidance on its consolidated financial statements and related disclosures. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures , which requires annual disclosure of specific categories in the income tax rate reconciliation and of additional information for reconciling items that meet a quantitative threshold among other changes. Specifically, the guidance requires a tabular reconciliation disclosure, using both percentages and amounts. The guidance is effective for annual periods beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of this guidance on its consolidated financial statements and related disclosures. |
Business Combinations and Asset
Business Combinations and Asset Acquisitions | 12 Months Ended |
Dec. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Combinations and Asset Acquisitions | Business Combinations and Asset Acquisitions On October 10, 2023, the Company expanded into the Colorado market by acquiring certain assets of Richfield Homes, LLC (“Richfield”). The Company paid an aggregate cash purchase price of $22.5 million to acquire approximately 290 owned or controlled lots in the greater Denver, Colorado area, including any construction in progress on those lots. This acquisition was accounted for as an asset acquisition. On January 18, 2022, the Company acquired 100% of Hanover Family Builders, LLC (“Hanover”), a Florida-based homebuilder, for an aggregate cash purchase price, net of working capital adjustments, of $262.6 million (the “Hanover Acquisition”). The aggregate purchase price included a pay-off of $69.3 million related to debt held by Hanover and a payment of $15.6 million for land-related deposits. The total assets of Hanover included approximately 20 development projects and 3,800 lots owned or controlled in various stages of development. In accordance with ASC 805, the assets acquired and liabilities assumed from the acquisition of Hanover were measured and recognized at fair value as of the date of the acquisition to reflect the purchase price paid. Acquired inventories consist of land, land deposits, and work in process inventories. For acquired land and land options, the Company typically utilizes, with the assistance of a third-party valuation specialist, a sales comparison approach. For work in process inventories, the Company estimates the fair value based upon the stage of production of each unit and a gross margin that management believes a market participant would require to complete the remaining development and requisite selling efforts. On the acquisition date, the stage of production for each lot ranged from recently started lots to fully completed homes. The intangible asset acquired relates to the Hanover trade name, which is estimated to have a fair value of $1.6 million and is being amortized over one year. Goodwill represents the excess of the purchase price over the fair value of assets acquired and liabilities assumed and relates primarily to the assembled workforce and business synergies. Goodwill of $44.2 million was recorded on the consolidated balance sheets as a result of this transaction and is expected to be deductible for tax purposes over 15 years. The acquired goodwill is included in the Florida reporting segment in Note 13 – Segment Reporting . The Company incurred transaction related costs of $0.7 million related to the Hanover Acquisition during the year ended December 31, 2022. The Company’s results of operations include homebuilding revenues from the Hanover Acquisition of $334.0 million for the year ended December 31, 2022. The accompanying results of operations also include pretax income of $20.1 million from the Hanover Acquisition during the year ended December 31, 2022. The pretax income is inclusive of purchase price accounting and an allocation of corporate general and administrative expenses. The following is a summary of the allocation of the purchase price based on the fair value of assets acquired and liabilities assumed (dollars in thousands) . Assets Acquired Cash $ 3,857 Real estate inventories 232,071 Goodwill 44,182 Trade name 1,590 Other assets 378 Total assets $ 282,078 Liabilities Assumed Accounts payable $ 6,329 Accrued expenses 13,165 Total liabilities 19,494 Net assets acquired $ 262,584 On May 4, 2021, the Company acquired 100% of Mercedes Premier Homes, LLC (also known as Vintage Estate Homes, LLC, or “Vintage”), a Florida- and Texas-based homebuilder, for an aggregate cash purchase price of $54.6 million (the “Vintage Acquisition”). In addition, the Company assumed $32.1 million of debt, of which it paid down $3.8 million in connection with the acquisition. Total assets included approximately 20 development projects and 1,800 lots in various stages of development. The intangible asset acquired relates to the Vintage trade name, which was estimated to have a fair value of $1.6 million and was amortized over one year. Goodwill of $3.8 million was recorded on the consolidated balance sheets as a result of this transaction and is expected to be deductible for tax purposes over 15 years. The acquired goodwill is included in the Florida reporting segment. The Company incurred transaction costs of $0.9 million related to the Vintage Acquisition during the year ended December 31, 2021. The Company’s results of operations include homebuilding revenues from the Vintage Acquisition of $125.4 million during the year ended December 31, 2021. The accompanying results of operations also include a pretax loss of $0.9 million from the Vintage Acquisition during the year ended December 31, 2021. The pretax income is inclusive of purchase price accounting and an allocation of corporate general and administrative expenses. The following is a summary of the allocation of the purchase price based on the fair value of assets acquired and liabilities assumed (dollars in thousands) . Assets Acquired Cash $ 10,063 Real estate inventories 93,699 Goodwill 3,752 Trade name 1,550 Other assets 3,956 Total assets $ 113,020 Liabilities Assumed Accounts payable $ 1,641 Accrued expenses 24,660 Notes payable 32,119 Total liabilities 58,420 Net assets acquired $ 54,600 Unaudited Pro Forma Financial Information Unaudited pro forma revenue and net income for the years ended December 31, 2022 and 2021 give effect to the results of the acquisitions of Hanover and Vintage as though the respective acquisition dates were as of January 1, 2021 and January 1, 2020, the beginning of the year preceding the respective acquisitions. Unaudited pro forma net income adjusts the operating results of the stated acquisitions to reflect the additional costs that would have been recorded assuming the fair value adjustments had been applied as of the beginning of the year preceding the year of acquisition, including the tax-effected amortization of the acquired trade names and transaction related costs. The Company did not have any acquisitions that were treated as a business combination in 2023 and therefore no proforma is presented for the year ended December 31, 2023. Year Ended December 31, 2022 2021 Revenue $ 1,451,558 $ 1,286,919 Pretax income 151,846 23,142 Provision for income taxes (38,163) (4,853) Net income $ 113,683 $ 18,289 |
Variable Interest Entities
Variable Interest Entities | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Variable Interest Entities | Variable Interest Entities The Company consolidates two joint venture (“JV”) VIEs. The consolidated VIEs include one active project in the Metro New York area (“14 th Ave JV”) and one JV with the purpose of acquiring undeveloped land (the “LCF JV”). The Company has determined that it is the primary beneficiary of these VIEs as it has the power to direct activities of the operations that most significantly affect their economic performance. Both consolidated VIEs are financed by equity contributions from the Company and the JV partner. The 14 th Ave JV was also funded by third-party debt which was paid off in April 2022 with proceeds from a loan provided by the Company. The intercompany loan is eliminated upon consolidation. The following table summarizes the carrying amount and classification of the VIEs’ assets and liabilities in the consolidated balance sheets as of December 31, 2023 and 2022. December 31, 2023 December 31, 2022 (dollars in thousands) Cash $ 2,950 $ 4,697 Real estate inventories 79,441 99,699 Due from affiliates 203 329 Other assets 2,107 2,124 Total assets $ 84,701 $ 106,849 Accounts payable $ 384 $ 1,577 Accrued expenses and other liabilities 5,257 5,616 Total liabilities $ 5,641 $ 7,193 |
Real Estate Inventories
Real Estate Inventories | 12 Months Ended |
Dec. 31, 2023 | |
Real Estate Inventories [Abstract] | |
Real Estate Inventories | Real Estate Inventories Real estate inventories are summarized as follows: December 31, 2023 2022 (dollars in thousands) Deposits and pre-acquisition costs $ 99,702 $ 101,395 Land held and land under development 272,825 191,047 Homes completed or under construction 692,126 779,352 Model homes 57,073 21,575 Total real estate inventories $ 1,121,726 $ 1,093,369 Deposits and pre-acquisition costs include land deposits and other due diligence costs related to potential land acquisitions. Land held and land under development includes costs incurred during site development such as development, indirect costs, and permits. Homes completed or under construction and model homes include all costs associated with home construction, including land, development, indirect costs, permits, materials and labor. In accordance with ASC 360, Property, Plant, and Equipment |
Capitalized Interest
Capitalized Interest | 12 Months Ended |
Dec. 31, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Capitalized Interest | Capitalized Interest Interest is capitalized to real estate inventories during development and other qualifying activities. Interest capitalized as a cost of real estate inventories is included in cost of sales as related inventories are delivered. For the years ended December 31, 2023, 2022, and 2021, the Company incurred and capitalized interest of $52.2 million, $35.6 million, and $27.2 million, respectively. Previously capitalized interest included in cost of sales during the years ended December 31, 2023, 2022, and 2021 was $36.3 million, $40.5 million, and $34.8 million, respectively. These amounts included interest from certain related party transactions, refer to Note 11 – Related Party Transactions for additional information. |
Other Assets
Other Assets | 12 Months Ended |
Dec. 31, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Assets | Other Assets Other assets consist of the following: December 31, 2023 2022 (dollars in thousands) Deferred tax asset, net $ 18,486 $ 13,569 Property and equipment, net (1) 12,663 9,533 Right-of-use asset 11,869 15,589 Contract assets 5,954 7,180 Intangible asset, net — 44 Prepaid expenses 8,993 4,896 Project funds in escrow 2,388 44,159 Warranty and general liability insurance receivables (2) 27,406 27,109 Investment in unconsolidated joint ventures 19 41 Other 20,095 11,889 Total other assets $ 107,873 $ 134,009 (1) Property and equipment is net of $15.8 million and $11.5 million accumulated depreciation as of December 31, 2023 and 2022, respectively. (2) Insurance recoveries not yet received from our insurers are recorded on a gross basis, without any reduction for the associated warranty expense, within other assets on our consolidated balance sheets. Refer to the Warranty section in Note 8 – Accrued Expenses and Other Liabilities for additional information. As of December 31, 2023 and 2022, respectively, the Company had contract assets of $6.0 million and $7.2 million related to lot sales and other revenue. The contract asset balance is included in other assets on the Company’s consolidated balance sheets and represents cash to be received for work already performed on lot sales and other contracts. The amount of the transaction price for lot sales and other contracts remaining to be recognized as revenue for performance obligations that were not fully satisfied as of December 31, 2023 and 2022 was $1.1 million and $11.6 million, respectively. |
Accrued Expenses and Other Liab
Accrued Expenses and Other Liabilities | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Liabilities | Accrued Expenses and Other Liabilities Accrued expenses and other liabilities consist of the following: December 31, 2023 2022 (dollars in thousands) Land development and home construction accrual $ 51,478 $ 39,716 Warranty reserve and general liability 48,949 46,657 Accrued compensation and benefits 26,029 18,920 Lease liabilities 13,070 16,428 Sales tax payable 1,646 1,448 Income tax payable 4,636 3,420 Interest payable 2,775 4,351 Deferred revenue 180 — Homebuyer deposits 8,227 15,046 Other deposits and liabilities 3,266 3,440 Total accrued expenses and other liabilities $ 160,256 $ 149,426 As of December 31, 2023, the Company had $0.2 million of deferred revenue related to lot sales and other revenue included in accrued expenses and other liabilities in the consolidated balance sheet. The Company reduces these liabilities and recognizes revenue as development progresses and the related performance obligations are completed. As of December 31, 2022, the Company did not have any deferred revenue and therefore no revenue was recognized during 2023 related to deferred revenue from the prior year. Warranty —Estimated future direct warranty reserve and general liability costs are accrued and charged to cost of sales in the period when the related homebuilding revenues are recognized. Changes in the Company’s warranty reserve and general liability are detailed in the table below: December 31, 2023 2022 (dollars in thousands) Beginning warranty reserve and general liability $ 46,657 $ 15,692 Adjustments (1) — 18,018 Provision (2) 10,457 16,114 Payments (8,165) (3,167) Ending warranty reserve and general liability $ 48,949 $ 46,657 (1) In accordance with ASC 210, Balance Sheet, the Company presented warranty reserve and general liability on a gross basis within the consolidated balance sheet as of December 31, 2022, and presented anticipated insurance recoveries within other assets. Previously, the Company presented the warranty reserve and general liability within accrued expenses and other liabilities, net of anticipated insurance recoveries. This resulted in an adjustment of $18.0 million to beginning warranty reserve and general liability on January 1, 2022 with a corresponding increase in warranty and general liability insurance receivables. (2) The provision amount for the year ended December 31, 2022 includes $3.8 million associated with Hanover, which we acquired on January 18, 2022. |
Notes and Other Debts Payable,
Notes and Other Debts Payable, net | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Notes and Other Debts Payable, net | Notes and Other Debts Payable, net Amounts outstanding under notes and other debts payable, net consist of the following: December 31, 2023 2022 (dollars in thousands) Senior notes $ 250,000 $ — Discount and deferred loan costs (13,857) — Senior notes, net $ 236,143 $ — December 31, 2023 2022 (dollars in thousands) Line of credit facility $ 315,000 $ 514,300 Deferred loan costs (7,369) (8,878) Line of credit facility, net $ 307,631 $ 505,422 In October 2021, the Company entered into a credit agreement (the “Credit Agreement”) to access a line of credit facility. The Credit Agreement provides for a senior unsecured revolving credit facility of up to $675.0 million of which there was $315.0 million outstanding as of December 31, 2023. The Company may increase the borrowing capacity up to $850.0 million, under certain conditions. Funds available under the Credit Agreement are subject to a borrowing base requirement which is calculated on specified percentages of our real estate inventories. Borrowings under the Credit Agreement bear interest at SOFR plus 3.35% or Prime Rate (as defined by the Credit Agreement) plus 2.75%. The interest rate includes a floor of 3.85%. The Credit Agreement was modified three times in 2022, which resulted in an increase in the borrowing commitment from $585.0 million to $675.0 million, the replacement of LIBOR with SOFR as an index rate, and an extension of the maturity date to October 2025. As of December 31, 2023, the interest rate on the loan was 8.70%. In July 2023, the Credit Agreement was modified to extend the maturity date and now matures in October 2026. In July 2023, the Company entered into a new senior unsecured note (the “Note Purchase Agreement”). The Note Purchase Agreement provided for the private placement of $250.0 million aggregate principal amount of 11.0% senior notes (the “Senior Notes”) that mature in July 2028. The Company received the proceeds, net of discount and fees, in July 2023. In addition, the Company previously had one project-specific construction loan. In April 2022, the construction loan was repaid in full with proceeds from borrowings under the Credit Agreement. In connection with this payoff, the Company incurred $2.5 million of debt extinguishment fees which are included in other income, net, in the consolidated statements of operations during the year ended December 31, 2022. The Credit Agreement and Note Purchase Agreement contain certain financial covenants, such as requirements for the Company to maintain a minimum liquidity balance, minimum tangible net worth, and leverage and interest coverage ratios. As of December 31, 2023, the Company was in compliance with all financial covenants. The aggregate maturities of the principal balances of the notes and other debts payable subsequent to December 31, 2023 are as follows (dollars in thousands) : 2024 $ — 2025 — 2026 315,000 2027 — 2028 250,000 Thereafter — $ 565,000 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Legal —The Company is currently involved in various legal actions and proceedings that arise from time to time and may be subject to similar or other legal and/or regulatory actions in the future. The Company is currently unable to estimate the likelihood of an unfavorable result in any such proceeding that could have a material adverse effect on the Company’s results of operations, financial position, or liquidity. In the fourth quarter of 2021, certain insurers paid $14.9 million on behalf of the Company and others to settle a wrongful death suit. The insurers contend they are entitled to seek reimbursement from the Company for some or all of such amounts, which the Company disputes. During October 2023, one of the insurers filed a lawsuit seeking reimbursement; however, at this time the Company is unable to determine the outcome of the insurers’ claims against the Company or any potential damages associated therewith. Performance Obligations —In the ordinary course of business, and as part of the entitlement and development process, the Company’s subsidiaries are required to provide performance bonds to assure completion of certain public facilities. The Company had $109.3 million and $114.9 million of performance bonds outstanding at December 31, 2023 and 2022, respectively. Land Purchase Contracts —The Company enters into land purchase contracts to acquire land for the construction of homes. Under these contracts, the Company will fund a stated deposit in consideration for the right, but not the obligation, to purchase land at a future point in time with predetermined terms. Under the terms of some of the purchase contracts, the deposits are not refundable in the event the Company elects to terminate the contract. Land purchase contract deposits and capitalized pre-acquisition costs are expensed when the Company believes it is probable that it will not acquire the property under contract and will not be able to recover those costs through other means. As of December 31, 2023, the Company had total deposits of $96.2 million, of which $1.0 million are refundable, related to contracts to purchase land and lots with a total remaining purchase price of approximately $663.1 million, net of deposits. As of December 31, 2022, the Company had total deposits of $$98.4 million, of which $0.8 million was refundable, related to contracts to purchase land and lots with a total remaining purchase price of approximately $620.2 million, net of deposits. The majority of land and lots under contract are currently expected to be purchased within the next four years. Operating Leases —The Company primarily enters into operating leases for the right to use office space, model homes, and computer and office equipment, which have remaining lease terms that range from 1 to 8 years and often include one or more options to renew. During the year ended December 2021, the Company sold model homes and immediately leased these models back for up to two years. Certain of these model homes were not complete at the time of sale. All of the leases from the sale-leasebacks are accounted for as operating leases and are reflected as part of the Company’s right-of-use assets and lease liabilities in the accompanying consolidated balance sheets. Certain of these sales were to a related party; refer to Note 11 – Related Party Transactions for further detail. The weighted average remaining lease term as of December 31, 2023 and 2022 was 5.7 years and 5.7 years, respectively. Renewal terms are included in the lease term when it is reasonably certain the option will be exercised. The Company established a right-of-use asset and a lease liability based on the present value of future minimum lease payments at the commencement date of the lease or, if subsequently modified, the date of modification for active leases. As the rate implicit in each lease is not readily determinable, the Company’s incremental borrowing rate is used in determining the present value of future minimum payments as of the commencement date. The weighted average rate as of December 31, 2023 and 2022 was 5.5% and 4.6%, respectively. Lease components and non-lease components are accounted for as a single lease component. 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, which are presented on the consolidated balance sheets within other assets and accrued expenses and other liabilities, respectively. As of December 31, 2022, the Company had $15.6 million and $16.4 million recognized as a right-of-use asset and lease liability, respectively. Operating lease expense for the years ended December 31, 2023, 2022, and 2021 was $3.9 million, $2.2 million, and $1.9 million, respectively, and is included in general and administrative expense on the consolidated statements of operations. Future minimum payments under the non-cancelable operating leases in effect at December 31, 2023 were as follows (dollars in thousands) : 2024 $ 3,307 2025 2,652 2026 2,332 2027 2,101 2028 1,695 Thereafter 3,043 Total lease payments 15,130 Less: Discount (2,060) Present value of lease liabilities $ 13,070 |
Commitments and Contingencies | Commitments and Contingencies Legal —The Company is currently involved in various legal actions and proceedings that arise from time to time and may be subject to similar or other legal and/or regulatory actions in the future. The Company is currently unable to estimate the likelihood of an unfavorable result in any such proceeding that could have a material adverse effect on the Company’s results of operations, financial position, or liquidity. In the fourth quarter of 2021, certain insurers paid $14.9 million on behalf of the Company and others to settle a wrongful death suit. The insurers contend they are entitled to seek reimbursement from the Company for some or all of such amounts, which the Company disputes. During October 2023, one of the insurers filed a lawsuit seeking reimbursement; however, at this time the Company is unable to determine the outcome of the insurers’ claims against the Company or any potential damages associated therewith. Performance Obligations —In the ordinary course of business, and as part of the entitlement and development process, the Company’s subsidiaries are required to provide performance bonds to assure completion of certain public facilities. The Company had $109.3 million and $114.9 million of performance bonds outstanding at December 31, 2023 and 2022, respectively. Land Purchase Contracts —The Company enters into land purchase contracts to acquire land for the construction of homes. Under these contracts, the Company will fund a stated deposit in consideration for the right, but not the obligation, to purchase land at a future point in time with predetermined terms. Under the terms of some of the purchase contracts, the deposits are not refundable in the event the Company elects to terminate the contract. Land purchase contract deposits and capitalized pre-acquisition costs are expensed when the Company believes it is probable that it will not acquire the property under contract and will not be able to recover those costs through other means. As of December 31, 2023, the Company had total deposits of $96.2 million, of which $1.0 million are refundable, related to contracts to purchase land and lots with a total remaining purchase price of approximately $663.1 million, net of deposits. As of December 31, 2022, the Company had total deposits of $$98.4 million, of which $0.8 million was refundable, related to contracts to purchase land and lots with a total remaining purchase price of approximately $620.2 million, net of deposits. The majority of land and lots under contract are currently expected to be purchased within the next four years. Operating Leases —The Company primarily enters into operating leases for the right to use office space, model homes, and computer and office equipment, which have remaining lease terms that range from 1 to 8 years and often include one or more options to renew. During the year ended December 2021, the Company sold model homes and immediately leased these models back for up to two years. Certain of these model homes were not complete at the time of sale. All of the leases from the sale-leasebacks are accounted for as operating leases and are reflected as part of the Company’s right-of-use assets and lease liabilities in the accompanying consolidated balance sheets. Certain of these sales were to a related party; refer to Note 11 – Related Party Transactions for further detail. The weighted average remaining lease term as of December 31, 2023 and 2022 was 5.7 years and 5.7 years, respectively. Renewal terms are included in the lease term when it is reasonably certain the option will be exercised. The Company established a right-of-use asset and a lease liability based on the present value of future minimum lease payments at the commencement date of the lease or, if subsequently modified, the date of modification for active leases. As the rate implicit in each lease is not readily determinable, the Company’s incremental borrowing rate is used in determining the present value of future minimum payments as of the commencement date. The weighted average rate as of December 31, 2023 and 2022 was 5.5% and 4.6%, respectively. Lease components and non-lease components are accounted for as a single lease component. 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, which are presented on the consolidated balance sheets within other assets and accrued expenses and other liabilities, respectively. As of December 31, 2022, the Company had $15.6 million and $16.4 million recognized as a right-of-use asset and lease liability, respectively. Operating lease expense for the years ended December 31, 2023, 2022, and 2021 was $3.9 million, $2.2 million, and $1.9 million, respectively, and is included in general and administrative expense on the consolidated statements of operations. Future minimum payments under the non-cancelable operating leases in effect at December 31, 2023 were as follows (dollars in thousands) : 2024 $ 3,307 2025 2,652 2026 2,332 2027 2,101 2028 1,695 Thereafter 3,043 Total lease payments 15,130 Less: Discount (2,060) Present value of lease liabilities $ 13,070 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions The Company continues to pay for certain costs on behalf of Landsea Holdings, the Company’s majority stockholder. The Company records a due from affiliate balance for all such payments. As of December 31, 2023 and 2022, the Company had a net receivable due from affiliates of $3.5 million and $2.9 million, respectively. In August 2023, the Company repurchased from the underwriters, at the public offering price of $9.75 per share, 800,000 shares of common stock that were sold by Green Investment Alpha Limited, a beneficial owner of the Company, in a registered secondary offering, for a total purchase price of $7.8 million. Green Investment Alpha Limited no longer qualifies as a related party upon the completion of the sale. In June 2023, the Company repurchased from the underwriters, at the public offering price of $7.50 per share, 443,478 shares of common stock that were sold by Landsea Holdings in a registered secondary offering, for a total purchase price of $3.3 million. During the year ended December 31, 2022, the Company sold one home to an officer of the Company and one home to a family member of a significant shareholder of the Company. The Company recognized home sales revenue of $4.0 million and costs of sales of $3.5 million from these transactions. In June 2022, the Company entered into two transactions with Landsea Holdings. On June 1, 2022, the Board of Directors authorized the Company to buy back 4.4 million shares of common stock held by Landsea Holdings. The Company paid $30.0 million at a price of $6.82 per share, a discount of 5% compared to the closing price on May 31, 2022 of $7.18. Additionally, the Company repurchased all 5.5 million outstanding Private Placement Warrants, of which Landsea Holdings held 2.2 million. The Company paid Landsea Holdings $6.6 million at $3.00 per Private Placement Warrant. In addition, 2.8 million of the repurchased Private Placement Warrants were held by Level Field Capital, LLC, a related party that is controlled by a member of the Company’s Board of Directors. The Company paid Level Field Capital, LLC $8.4 million at $3.00 per Private Placement Warrant. The Company’s common stock and Warrants are discussed further in Note 16 – Stockholders’ Equity . In June 2022, Landsea Capital Fund, who is under common control with the Company, contributed $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 $22.3 million and $4.0 million to Landsea Capital Fund during the years ended December 31, 2023 and 2022, respectively. All intercompany transactions between the Company and the LCF JV have been eliminated upon consolidation. In December 2021, the Company sold model homes to a related party for total consideration of $15.2 million. Construction of certain of these model homes was not complete at the time of sale. The Company recognized lot sales and other revenue of $1.2 million and $3.2 million during the years ended December 31, 2022 and 2021, respectively, related to the model homes still under construction on the date of sale. Corresponding lot and other cost of sales of $1.3 million and $3.0 million was also recognized during the same periods, respectively. No lot sales and other revenue or corresponding cost of sales was recognized on these model homes during the year ended December 31, 2023. The Company recognized home sales revenue of $10.8 million and corresponding home cost of sales of $8.8 million during the year ended December 31, 2021 related to the completed model homes on the date of sale. No home sales revenue or corresponding cost of sales was recognized on these model homes during the years ended December 31, 2023 and 2022. As part of this transaction, the Company leased back these models. The total amount of rent payments made during the years ended December 31, 2023 and 2022 was $0.8 million and $0.8 million, respectively. No rent payments were made during the year ended December 31, 2021. The right-of-use asset and lease liability balances associated with these leases is $0.5 million and $0.5 million, respectively, as of December 31, 2023 and $1.3 million and $1.3 million, respectively, as of December 31, 2022. In July 2021, the Company entered into a landbank agreement for a project in its California segment with a related party. The Company will make regular payments to the related party based on an annualized rate of 7% of the undeveloped land costs while the land is developed and may purchase, at the Company’s discretion, the lots at a predetermined price of $28.9 million. The total amount of interest payments made during the years ended December 31, 2023, 2022, and 2021 was $0.6 million, $1.0 million, and $0.4 million, respectively. During the years ended December 31, 2023, and 2022, payments of $11.4 million and $11.4 million have been made to purchase developed lots from the related party. No payments were made to purchase developed lots from the related party during the year ended December 31, 2021. Capitalized interest included in real estate inventories on the consolidated balance sheets associated with this transaction was $1.0 million and $0.8 million as of December 31, 2023, and 2022, respectively. Previously capitalized related party interest included in cost of sales during the years ended December 31, 2023 and 2022 was $1.4 million and $0.2 million, respectively. There was no previously capitalized related party interest included in cost of sales during the year ended December 31, 2021. In connection with the Merger, we transferred a deferred tax asset (“DTA”) to Landsea Holdings of $12.1 million. The DTA represented the deferred tax on interest expensed through cost of sales from a related party loan that remained with Landsea Holdings after the Merger. Landsea Holdings holds a series of notes payable to affiliated entities of its parent. The cash Landsea Holdings received from this debt was previously utilized to partially fund operations of the Company. Related party interest incurred by Landsea Holdings was historically pushed down to the Company and reflected on the consolidated balance sheets of the Company, primarily in real estate inventories, and on the consolidated statements of operations in cost of sales. Refer to Note 6 – Capitalized Interest |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The provision for income taxes are as follows: Year Ended December 31, 2023 2022 2021 (dollars in thousands) Current: Federal $ 12,418 $ 22,350 $ 11,507 State 4,394 9,350 5,314 Current tax provision 16,812 31,700 16,821 Deferred: Federal (3,967) (4,681) (2,425) State (950) (1,619) (401) Deferred tax benefit (4,917) (6,300) (2,826) Total income tax provision, net $ 11,895 $ 25,400 $ 13,995 The provision for income taxes varies from the U.S. federal statutory rate. The following reconciliation shows the significant differences in the tax at statutory and effective rates: Year Ended December 31, 2023 2022 2021 Federal income tax expense 21.0 % 21.0 % 21.0 % State income tax expense, net of federal tax effect 5.6 6.4 5.6 162(m) limitation 1.9 1.0 (1.3) PPP loan — — 1.8 Fair market value of warrant — 1.5 (0.7) Noncontrolling interest (1.8) (0.5) — Energy efficient home credits (1.4) (3.6) (6.2) Other permanent differences 0.4 — 0.1 Return to provision adjustment (0.4) (0.7) 0.4 Rate change 1.0 (0.1) 0.1 Change of valuation allowance — (0.1) 0.2 Other 0.4 0.2 — Effective tax rate 26.7 % 25.1 % 21.0 % The difference between the statutory tax rate and the effective tax rate for the year ended December 31, 2023 is primarily related to state income taxes net of federal income tax benefits, estimated deduction limitations for executive compensation under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), and tax credits for energy-efficient homes. The difference between the statutory tax rate and the effective tax rate for the year ended December 31, 2022, is primarily related to state income taxes net of federal income tax benefits, estimated deduction limitations for executive compensation under Section 162(m) of the Code, and the fair value adjustment of the Private Placement Warrants, offset by the energy-efficient home credit. The difference between the statutory tax rate and the effective tax rate for the year ended December 31, 2021 is primarily related to state income taxes net of federal income tax benefits and the energy-efficient home credits. At December 31, 2023, 2022 and 2021, the Company did not have any gross uncertain tax positions or unrecognized tax benefits, and did not require an accrual for interest or penalties. The Company files income tax returns in the U.S. federal jurisdiction and in the states of Arizona, California, Colorado, Florida, Massachusetts, New Jersey, New York, and Texas. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of the assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The tax effects of significant temporary differences that give rise to the deferred tax assets, net of deferred tax liabilities, are as follows: December 31, 2023 2022 (dollars in thousands) Deferred tax assets Accrued expenses $ 16,519 $ 14,279 Lease liability 3,371 4,384 State tax liability 963 1,963 Allowances, reserves, and other 244 — Stock compensation 948 1,009 UNICAP 6,967 4,489 Goodwill and intangibles — 331 Basis difference in investments 2,699 499 Deferred tax asset 31,711 26,954 Deferred tax liabilities Right-of-use asset (3,061) (4,160) Basis difference in fixed assets and intangible assets (3,097) (1,990) Warranty receivables (7,067) (7,235) Deferred tax liability (13,225) (13,385) Net deferred tax asset $ 18,486 $ 13,569 Based on the Company’s policy on deferred tax valuation allowances as discussed in Note 2 – Summary of Significant Accounting Policies and its analysis of positive and negative evidence, management believed that there was enough evidence, including cumulative income over the past three years and projections of future taxable income, for the Company to conclude that it was more likely than not that it would realize all of its deferred tax assets as of December 31, 2023. At December 31, 2023, the Company did not have any federal or state NOL carryforwards. The statute of limitations is three years for federal income tax purposes and four years for state income tax purposes. The Company’s federal tax returns for years 2020 through 2022 and state tax returns for years 2019 through 2022 are subject to examination under statute. The Inflation Reduction Act (“IRA”) of 2022 was enacted into law on August 16, 2022. The IRA introduces a 15% corporate alternative minimum tax on average annual adjusted financial statement income for applicable corporations, and a 1% excise tax on stock repurchases made by publicly traded US corporations after December 31, 2022. The IRA also retroactively extended the federal tax credit for building new energy-efficient homes for homes delivered from January 1, 2022 through December 31, 2032. For homes delivered in 2023 through 2032, the credit amount is up to $5,000 based on the applicable program and program requirements under which the home was built (i.e. Energy Star or Zero Energy Ready Home). The federal energy tax credits were recognized for the year ended December 31, 2023. There were no other material effects of the IRA on the Company’s consolidated financial statements. |
Segment Reporting
Segment Reporting | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Segment Reporting | Segment Reporting The Company is engaged in the 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. Management of the six geographic regions report to the Company’s CODMs, the Chief Executive Officer and Chief Operating Officer of the Company. The CODMs review the results of operations, including total revenue and pretax income (loss) to assess profitability and to allocate resources. Accordingly, the Company has presented its operations for the following six reportable segments: • Arizona • California • Colorado • Florida • Metro New York • Texas The Company has also identified the Corporate operations as a non-operating segment, as it serves to support the homebuilding operations through functional departments such as executive, finance, treasury, human resources, accounting, and legal. The majority of the corporate personnel and resources are primarily dedicated to activities relating to operations and are allocated based on each segment’s respective percentage of assets, revenue, and dedicated personnel. The following table summarizes total revenue and pretax income (loss) by segment: Year Ended December 31, 2023 2022 2021 (dollars in thousands) Revenue Arizona $ 288,552 $ 317,160 $ 340,767 California 439,939 503,832 557,182 Colorado 7,410 — — Florida 468,210 474,779 93,632 Metro New York (1) 1,649 111,423 — Texas 4,187 39,255 31,723 Total $ 1,209,947 $ 1,446,449 $ 1,023,304 Pretax income (loss) Arizona $ 6,097 $ 18,232 $ 25,681 California 29,562 94,213 61,073 Colorado (1,404) — — Florida 37,621 20,798 (492) Metro New York (1) (2,790) (520) (2,154) Texas (5,990) (158) (439) Corporate (18,551) (31,500) (16,939) Total $ 44,545 $ 101,065 $ 66,730 (1) The Metro New York reportable segment did not generate any revenue during the year ended December 31, 2021. Included in the segment’s pretax loss is $1.3 million of income from unconsolidated joint ventures for the year ended December 31, 2021. The following table summarizes total assets by segment: December 31, 2023 2022 (dollars in thousands) Assets Arizona $ 336,424 $ 357,788 California 479,218 513,549 Colorado 27,240 — Florida 425,154 422,045 Metro New York 42,047 45,277 Texas 60,255 26,923 Corporate 100,894 74,914 Total $ 1,471,232 $ 1,440,496 Included in the Corporate segment assets is cash and cash equivalents of $65.2 million and $40.3 million as of December 31, 2023 and 2022, respectively. |
Fair Value
Fair Value | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value | Fair Value ASC 820, Fair Value Measurement , defines fair value as the price that would be received for selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date and requires assets and liabilities carried at fair value to be classified and disclosed in the following three categories: Level 1 — Quoted prices for identical instruments in active markets. Level 2 — Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are inactive; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets at measurement date. Level 3 — Valuations derived from techniques where one or more significant inputs or significant value drivers are unobservable in active markets at measurement date. The following table presents carrying values and estimated fair values of financial instruments: December 31, 2023 December 31, 2022 Hierarchy Carrying Fair Value Carrying Fair Value (dollars in thousands) Liabilities: Senior notes Level 2 $ 250,000 $ 257,500 $ — $ — Line of credit facilities (1) Level 2 $ 315,000 $ 315,000 $ 514,300 $ 514,300 (1) Carrying amount approximates fair value due to the variable interest rate terms of these loans. Carrying value excludes any associated deferred loan costs. The carrying values of receivables, deposits, and other assets as well as accounts payable and accrued liabilities approximate the fair value for these financial instruments based upon an evaluation of the underlying characteristics, market data and because of the short period of time between origination of the instruments and their expected realization. The fair value of cash and cash equivalents is classified in Level 1 of the fair value hierarchy. Non-financial assets such as real estate inventories and goodwill are measured at fair value on a nonrecurring basis using a discounted cash flow approach with Level 3 inputs within the fair value hierarchy. This measurement is performed when events and circumstances indicate the asset’s carrying value is not fully recoverable. During the year ended December 31, 2023, it was determined that real estate inventories with a carrying value of $24.1 million within one community in our California segment was not expected to be fully recoverable. Accordingly, we recognized real estate inventories impairment charges of an aggregate $4.7 million to reflect the estimated fair value of the community of $19.4 million. Refer to Note 5 – Real Estate Inventories for additional information. During the years ended December 31, 2022 and 2021, none of the Company’s real estate inventories or goodwill required impairment. Prior to being purchased by the Company in June 2022, the Private Placement Warrants were historically measured at fair value on a recurring basis using a Black-Scholes option pricing model. The following table reconciles the beginning and ending balances for the Level 3 recurring fair value measurements during the periods presented: December 31, 2023 2022 (dollars in thousands) Warrant liability Beginning balance $ — $ 9,185 Changes in fair value — 7,315 Repurchases of warrants — (16,500) Ending balance $ — $ — |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation The Company adopted the Landsea Homes Corporation 2020 Stock Incentive Plan (the “Plan”) which provides for the grant of options, stock appreciation rights, restricted stock units (“RSUs”), and restricted stock, any of which may be performance-based, as determined by the Company’s Compensation Committee. The Company reserved a total of 6.0 million shares of common stock for issuance under the Plan. As of December 31, 2023, approximately 3.3 million shares of common stock remained available for issuance under the Plan. In 2021, the Company granted long term performance share unit awards (“PSUs”) to certain executives under the Plan. The PSUs are earned based upon the Company’s performance over three years, measured by adjusted earnings per share (“EPS”) over fiscal years 2021, 2022 and 2023. Each award is conditioned upon the Company achieving adjusted EPS targets over these performance periods. Target awards of 100% will be earned if the Company’s adjusted EPS meets set thresholds in each of the performance periods. If adjusted EPS is below or above the target thresholds by defined amounts, an award may still be earned in a range between 50%-200% of the target. In 2022, the Company granted long term PSUs to certain executives under the Plan. The PSUs are earned based upon the Company’s performance over three In 2023, the Company granted long term PSUs to certain executives under the Plan. The PSUs are earned based upon the Company’s performance over three years measured by cumulative revenue and average adjusted ROE over fiscal years 2023-2025. Each award is conditioned upon the Company achieving cumulative revenue and average adjusted ROE targets over these performance periods. Target awards of 100% will be earned if the Company’s cumulative revenue and ROE meet set thresholds in each of the performance periods. If cumulative revenue and average adjusted ROE is below or above the target thresholds by defined amounts, an award may still be earned in a range between 50%-200% of the target. The following table presents a summary of the Company’s nonvested PSUs and RSUs as of December 31, 2023 and 2022 and changes during the years then ended: Year Ended December 31, 2023 2022 Awards Weighted Average Grant Date Fair Value Awards Weighted Average Grant Date Fair Value (in thousands, except fair value amounts) Nonvested, beginning of the year 1,625 $ 8.82 768 $ 9.43 Granted 298 8.28 1,135 8.48 Vested (375) 8.68 (278) 9.19 Forfeited (60) 9.02 — — Nonvested, end of the year 1,488 $ 8.74 1,625 $ 8.82 Most awards vest ratably over three The following table presents a summary of the Company’s stock options activity for the year ended December 31, 2023: Number of Shares Weighted Average Exercise Price per Share Weighted Average Remaining Contractual Term Aggregate Intrinsic Value (in thousands) (in years) (in thousands) Options outstanding at December 31, 2022 684 $ 8.82 Granted 228 6.46 Exercised (4) 8.83 Forfeited (222) 8.68 Expired (2) 8.83 Options outstanding at December 31, 2023 684 $ 8.08 8.45 $ 3,462 Options exercisable at December 31, 2023 316 $ 8.82 8.05 $ 1,364 Stock-based compensation expense totaled $3.1 million, $3.6 million, and $5.8 million during the years ended December 31, 2023, 2022, and 2021, respectively, and is included in general and administrative expenses on the consolidated statements of operations. The total intrinsic value of options exercised during the year ended December 31, 2023, was less than $0.1 million. No options were exercised during the years ended December 31, 2022 and 2021. The following table presents a summary of the Company’s outstanding RSUs and PSUs, assuming the current estimated level of performance achievement: December 31, 2023 (in thousands, except period) Unvested units 1,488 Remaining cost on unvested units $ 2,017 Remaining vesting period 3.00 years Stock-based compensation expense associated with the outstanding RSUs and PSUs is measured using the grant date fair value which is based on the closing price as of the grant date. The expense associated with the PSUs also incorporates the estimated achievement of the established performance criteria at the end of each reporting period until the performance period ends. During 2018, Landsea Holdings created a long-term incentive compensation program to enable key employees to participate in the Company’s future growth through the issuance of phantom equity awards. In connection with the Merger, all of the phantom equity awards vested and were either paid out in cash or were converted to stock of Landsea Homes and the program was terminated. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders’ Equity The Company’s authorized capital stock consists of 500.0 million shares of common stock with a par value of $0.0001 per share, and 50.0 million shares of preferred stock with a par value of $0.0001 per share. As of December 31, 2023, there were 41.4 million shares of common stock issued and 36.5 million outstanding, and no shares of preferred stock outstanding. All outstanding shares of common stock are validly issued, fully paid, and nonassessable. On January 7, 2021, the Merger was consummated pursuant to the Merger Agreement. Prior to the Merger, LF Capital was authorized to issue, and had outstanding, two classes of common shares, Class A common stock and Class B common stock. Upon the consummation of the Merger, all issued and outstanding shares of Class B common stock converted to shares of Class A. Public stockholders were offered the opportunity to redeem, upon closing of the Merger, shares of Class A common stock for cash. Following the Merger, the Company’s equity was retroactively adjusted to reflect the 32.6 million shares of common stock issued to Landsea Holdings. Stock Repurchases In January 2022, the Board of Directors authorized a stock repurchase program. The program allowed for the repurchase of up to $10.0 million worth of common stock, inclusive of associated fees. The authorization to effect stock repurchases expired on June 30, 2022, with no remaining capacity to repurchase common stock. In April 2022, the Board of Directors authorized an extension of the stock repurchase program for an additional $10.0 million of capacity to repurchase common stock, with an expiration of December 31, 2022. In June 2022, the Board of Directors authorized a repurchase of 4,398,826 shares of our common stock directly from the Company’s majority shareholder for $30.0 million, or a per-share price of $6.82. During the year ended December 31, 2022 the Company repurchased 5,625,352 shares of common stock for a total of $40.3 million, which was recorded as a reduction to additional paid-in capital. A portion of these shares were repurchased directly from the Company’s majority shareholder. Refer to Note 11 – Related Party Transactions for additional information. The remaining authorization of $9.7 million expired unused as of December 31, 2022. In March 2023, the Board of Directors authorized a stock repurchase program allowing for the repurchase of up to $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. During the year ended December 31, 2023, the Company repurchased 3,635,033 shares of common stock for a total of $34.4 million, which was recorded as a reduction to additional paid-in capital. A portion of these shares were repurchased directly from the Company’s majority shareholder. Refer to Note 11 – Related Party Transactions for additional information. As of December 31, 2023, the Company had approximately $8.9 million in remaining authorized capacity. The timing and amount of repurchases are based on a variety of factors such as the market price of the Company’s common stock, corporate and contractual requirements, market and economic conditions, and legal requirements. The Inflation Reduction Act of 2022 included a 1% excise tax on stock repurchases, net of new stock issuances, beginning in 2023. The tax is expected to be paid annually and the Company accrues the tax during interim periods with the offset to additional paid-in capital on the consolidated balance sheet. Warrants As of December 31, 2023 there were 15,525,000 outstanding Warrants, consisting entirely of public warrants. At the time of the Merger, the Warrant Agreement was amended so that each public warrant is exercisable at $1.15 into one tenth share of common stock. As part of the amendment, each holder of the public warrants received $1.85 per warrant for a total of $28.7 million paid by the Company upon closing of the Merger. The Warrants will expire five years after the completion of the Merger or earlier upon redemption or liquidation. The Company may call the public warrants for redemption: • 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. If the Company calls the public warrants for redemption, management will have the option to require all holders that wish to exercise the public warrants to do so on a “cashless basis,” as described in the Warrant Agreement. The exercise price and number of common shares issuable upon exercise of the Warrants may be adjusted in certain circumstances including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation. However, the Warrants will not be adjusted for issuance of common shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Warrants’ shares. Accordingly, the Warrants may expire worthless. In June 2022, the Company repurchased all 5.5 million outstanding Private Placement Warrants, which were exercisable at $11.50 into one share of common stock. The Company paid $16.5 million, or $3.00 per warrant, to repurchase all of the outstanding Private Placement Warrants. This amount included $6.6 million for the repurchase of 2.2 million of the Private Placement Warrants that were held by the Company’s majority shareholder, Landsea Holdings, and $8.4 million to Level Field Capital, LLC, a related party, for the repurchase of 2.8 million Private Placement Warrants. Refer to Note 11 – Related Party Transactions for additional information. The loss recognized on the repurchase of the Private Placement Warrants is recorded as loss on remeasurement of warrant liability on the Company’s consolidated statements of operations. |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share The following table sets forth the computation of basic and diluted EPS for the years presented: Year Ended December 31, 2023 2022 2021 (in thousands, except share and per share amounts) Numerator Net income attributable to Landsea Homes Corporation $ 29,236 $ 73,551 $ 52,786 Less: undistributed earnings allocated to participating shares — (1,706) (1,161) Net income attributable to common stockholders $ 29,236 $ 71,845 $ 51,625 Denominator Weighted average common shares outstanding - basic 38,885,003 43,052,696 46,193,166 Adjustment for weighted average participating shares outstanding — (1,000,000) (994,444) Adjusted weighted average common shares outstanding under two class method - basic 38,885,003 42,052,696 45,198,722 Dilutive effect of share-based awards (1) 191,319 146,766 51,996 Adjusted weighted average common shares outstanding under two class method - diluted 39,076,322 42,199,462 45,250,718 Earnings per share Basic $ 0.75 $ 1.71 $ 1.14 Diluted $ 0.75 $ 1.70 $ 1.14 (1) Represents the dilutive effect of outstanding in-the-money options using the treasury stock method and shares expected to be issued under our RSU and PSU programs The Company excluded 2.2 million, 2.1 million, and 7.1 million common stock equivalents from diluted EPS related to antidilutive warrants, options, and share-based awards during the years ended December 31, 2023, 2022, and 2021, respectively. |
Supplemental Disclosures of Cas
Supplemental Disclosures of Cash Flow Information | 12 Months Ended |
Dec. 31, 2023 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Disclosures of Cash Flow Information | Supplemental Disclosures of Cash Flow Information The following table presents certain supplemental cash flow information: Year Ended December 31, 2023 2022 2021 (dollars in thousands) Supplemental disclosures of cash flow information Interest paid, net of amounts capitalized $ — $ — $ 32 Income taxes paid $ 15,617 $ 40,367 $ 7,575 Supplemental disclosures of non-cash investing and financing activities Transfer of deferred tax asset to Landsea Holdings $ — $ — $ 11,785 Conversion of deferred offering costs to additional paid-in-capital $ — $ — $ 9,229 Change in right-of-use assets for new, modified, or terminated operating leases $ 226 $ 7,380 $ 6,688 Cash, cash equivalents, and restricted cash reconciliation Cash and cash equivalents $ 119,555 $ 123,634 $ 342,810 Restricted cash — — 443 Total cash, cash equivalents, and restricted cash shown in the consolidated statements of cash flows $ 119,555 $ 123,634 $ 343,253 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events During January 2024, the Company entered into a Membership Interest Purchase Agreement (the “Membership Interest Purchase Agreement”) with Antares Acquisition, LLC (“Antares”), a Texas-based homebuilder, and the sellers named therein, to acquire all of the outstanding membership interests of Antares for an aggregate cash purchase price of $185.0 million, exclusive of the repayment of Antares debt and subject to certain post-closing adjustments, as further described in the Membership Interest Purchase Agreement (the “Antares Acquisition”). The Membership Interest Purchase Agreement was amended in February 2024 (the “Amendment”) to, among other things, make certain adjustments to the Antares Acquisition’s outside date. The foregoing descriptions of the Membership Interest Purchase Agreement and the Amendment are not complete and are qualified in their entirety by reference to the full text of each of the Membership Interest Purchase Agreement and the Amendment, which are attached to this Annual Report as Exhibits 10.14 and 10.15, respectively, and are incorporated herein by reference. The Company expects to fund the Antares Acquisition with a combination of cash on hand and borrowings under the Company’s line of credit facility. The Company has paid total deposits of $20.5 million for the Antares Acquisition. The Company is targeting to close on the Antares Acquisition during the second quarter of 2024, subject to customary closing conditions. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Pay vs Performance Disclosure | |||
Net income attributable to Landsea Homes Corporation | $ 29,236 | $ 73,551 | $ 52,786 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of Presentation and Consolidation —The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and include the accounts of the Company and all subsidiaries, partnerships and other entities in which the Company has a controlling interest and variable interest entities (“VIEs”) in which the Company is deemed the primary beneficiary. The Company’s investments in 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. |
Principles of Consolidation | Landsea Holdings holds a series of notes payable to affiliated entities of its parent. The cash Landsea Holdings received from this debt was previously utilized to partially fund operations of the Company. Related party interest incurred by Landsea Holdings (the “Related Party Interest”) was historically pushed down to the Company and reflected on the consolidated balance sheets of the Company, primarily in real estate inventories, and on the consolidated statements of operations in cost of sales. Refer to Note 6 – Capitalized Interest for further detail. As the Company did not guarantee the notes payable nor have any obligations to repay the notes payable, and as 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, Landsea Homes is precluded from repaying Landsea Holdings’ notes payable to the affiliated entities of its parent. Therefore, as of January 7, 2021, the Related Party Interest is no longer pushed down to Landsea Homes. During the periods presented in the consolidated financial statements prior to the Merger, the Company was included in the consolidated U.S. federal, and certain state and local, income tax returns filed by Landsea Holdings, where applicable. Income tax expense and other income tax related information contained in these consolidated financial statements are presented on a separate return basis as if the Company had filed its own tax returns. Additionally, certain tax attributes such as net operating losses or credit carryforwards are presented on a separate return basis, and accordingly, may differ in the future. In jurisdictions where the Company has been included in the tax returns filed by Landsea Holdings, any income tax payables or receivables resulting from the related income tax provisions have been reflected in the consolidated balance sheets and the effect of the push down is reflected within additional paid-in capital. Management of the Company believes that the assumptions underlying the consolidated financial statements reasonably reflect the utilization of services provided, or benefits received by the Company during the periods presented. Nevertheless, the consolidated financial statements may not be indicative of the Company’s future performance. |
Reclassifications | Reclassifications —Certain reclassifications have been made in the prior year’s financial statements to conform to classifications used in the current year. The consolidated balance sheet for the year ended December 31, 2022, has been revised to reflect the reclassification of investment in and advances to unconsolidated joint ventures of less than $0.1 million to other assets. The consolidated statements of operations for the years ended December 31, 2022 and 2021, have been revised to reflect the reclassification of $0.1 million and $1.3 million, respectively, from equity in net income of unconsolidated joint ventures to other income, net. Additionally, the consolidated statements of cash flows for these years have been revised to reflect a reclassification of equity in net income of unconsolidated joint ventures of $0.1 million and $1.3 million, respectively, to the change in other assets. |
Use of Estimates | Use of Estimates —The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts in the consolidated financial statements and accompanying notes. Actual results could differ materially from these estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents |
Cash Held in Escrow | Cash Held in Escrow— Cash held in escrow consists of proceeds from home closings held in escrow for the Company’s benefit, typically for less than five days. |
Real Estate Inventories and Cost of Sales | Real Estate Inventories and Cost of Sales —Real estate inventories include actively selling projects as well as projects under development or held for future development. Inventories are stated at cost, unless the carrying amount is determined not to be recoverable, in which case inventory is written down to its fair value. The Company capitalizes pre-acquisition costs, land deposits, land, development, and other allocated costs, including interest, property taxes, and indirect construction costs to real estate inventories. Pre-acquisition costs, including non-refundable land deposits, are removed from inventory and expensed to other income, net, if the Company determines continuation of the prospective project is not probable. Land, development, and other common costs are typically allocated to real estate inventories using a methodology that approximates the relative-sales-value method. If the relative-sales-value-method is impracticable, costs are allocated based on area methods, such as square footage or lot size, or other value methods as appropriate under the circumstances. Home construction costs per production phase are recorded using the specific identification method. Cost of sales for homes closed includes construction costs of each home, an allocation of applicable land acquisition, land development, and related common costs, plus an estimate of any applicable costs required to complete the home or common area development. Changes in estimated development and common costs are allocated prospectively to remaining homes in a project. The Company reviews real estate inventories on a periodic basis or whenever indicators of impairment exist. If there are indicators of impairment, the Company performs a detailed budget and cash flow review of the applicable real estate inventories to determine whether the estimated undiscounted future cash flows of the project are more or less than the asset’s carrying value. If the estimated undiscounted future cash flows are more than the asset’s carrying value, no impairment adjustment is required. However, if the estimated undiscounted future cash flows are less than the asset’s carrying value, the asset is written down to fair value and impairment charges are recorded to cost of sales. We generally determine the estimated fair value of each community by using a discounted cash flow approach based on the estimated future cash flows at discount rates that reflect the risk of the community being evaluated. When estimating future cash flows of a project, the Company makes various assumptions including estimated future home sales revenue, sales absorption rates, land development and construction costs, carrying costs, and direct selling and marketing costs. The discounted cash flow approach can be impacted significantly by the Company’s estimates of future cash flows and the applicable discount rate, which are Level 3 inputs. The key assumptions used in real estate inventories valuations are subject to a variety of external factors and are inherently uncertain. It is reasonably possible that changes in market conditions could change the Company’s estimates of future cash flows, leading to different conclusions. Accordingly, actual results could differ from valuation estimates. See Note 5 – Real Estate Inventories for additional information. |
Capitalization of Interest | Capitalization of Interest —The Company follows the practice of capitalizing interest to real estate inventories during the period of development and to investments in unconsolidated joint ventures, when applicable, in accordance with ASC 835, Interest |
Business Combinations | Business Combinations —Acquisitions are accounted for in accordance with ASC 805, Business Combinations . In connection with the Company’s recent acquisitions, management determined in each case that the Company obtained control of a business including inputs, processes, and outputs in exchange for cash consideration. All material assets and liabilities were measured and recognized at fair value as of the date of the acquisition. Any excess of the purchase price over the estimated fair values of the identifiable net assets acquired is recorded as goodwill. Significant judgment is often required in estimating the fair value of assets acquired, particularly intangible assets. The fair value of acquired real estate inventories largely depends on the stage of production of the acquired land and work in process inventory. For acquired land and land options, the Company typically utilizes, with the assistance of a third party valuation specialist, a sales comparison approach. For work in process inventories, the Company estimates the fair value based upon the stage of production of each unit and a gross margin that the Company believes a market participant would require to complete the remaining development and requisite selling efforts. Refer to Note 3 – Business Combinations and Asset Acquisitions for further information regarding the purchase price allocation and related acquisition accounting. |
Investment in and Advances to Unconsolidated Joint Ventures | Investment in Unconsolidated Joint Ventures |
Variable Interest Entities | Variable Interest Entities —The Company accounts for variable interest entities in accordance with ASC 810, Consolidation . Under ASC 810, a VIE is created when: (a) the equity investment at risk in the entity is not sufficient to permit the entity to finance its activities without additional subordinated financial support provided by other parties, including the equity holders; (b) the entity’s equity holders as a group either (i) lack the direct or indirect ability to direct the activities of an entity that most significantly impact the entity’s economic performance, (ii) are not obligated to absorb expected losses of the entity or (iii) do not have the right to receive expected residual returns of the entity; or (c) the entity’s equity holders have voting rights that are not proportionate to their economic interests, and the activities of the entity involve or are conducted on behalf of the equity holder with disproportionately few voting rights. If an entity is deemed to be a VIE pursuant to ASC 810, the enterprise that has both (i) the power to direct the activities of a VIE that most significantly impact the entity’s economic performance and (ii) the obligation to absorb the expected losses of the entity or right to receive benefits from the entity that could be potentially significant to the VIE is considered the primary beneficiary and must consolidate the VIE. Under ASC 810, a non-refundable deposit paid to an entity may be deemed to be a variable interest that will absorb some or all of the entity’s expected losses if they occur. The Company’s land purchase and lot option deposits generally represent its maximum exposure to the land seller if it elects not to purchase the optioned property. Therefore, whenever the Company enters into a land option or purchase contract with an entity and makes a non-refundable deposit, a VIE may have been created. |
Goodwill | Goodwill— |
Property and Equipment | Property and Equipment two |
Capitalized Selling and Marketing Costs | Capitalized Selling and Marketing Costs —In accordance with ASC 606, Revenue from Contracts with Customers , and ASC 340, Other Assets and Deferred Cost, |
Warranty Accrual and Warrant Liability | Warranty Accrual —The Company provides home purchasers with limited warranties against certain building defects and has certain obligations related to those post-construction warranties for closed homes. The specific terms and conditions of these limited warranties vary depending upon the markets in which we do business, but generally the Company provides all of its home buyers with a limited warranty as to workmanship and mechanical equipment and also provide many of its home buyers with a limited 10-year warranty as to structural integrity. Estimated future direct warranty costs are accrued and charged to cost of sales in the period when the related homebuilding revenues are recognized. Amounts are accrued based upon the Company’s historical rates of warranty claims. Historical experience of the Company’s peers is also considered due to the Company’s limited internal history of homebuilding sales. The adequacy of the warranty accrual is assessed on a quarterly basis to reflect changes in trends as information becomes available and the amounts recorded are adjusted if necessary. The warranty accrual is included in accrued expenses and other liabilities in the accompanying consolidated balance sheets and adjustments to the accrual are recorded through cost of sales. Warrant Liability —The Company accounted for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity , and ASC 815, Derivatives and Hedging . For issued or modified warrants that did not meet all the criteria for equity classification, the warrants were recorded as liabilities at their initial fair value on the date of issuance or assumption and remeasured to fair value at each balance sheet date thereafter. The Company’s Private Placement Warrants were presented on the consolidated balance sheets as a liability recorded at fair value with subsequent changes in fair value recognized in the consolidated statement of operations at each reporting date as a (loss) gain on remeasurement of the warrant liability. The fair value of the Private Placement Warrants was estimated using a Black-Scholes option pricing model which included assumptions used in the model that were subjective and required significant judgment, including implied volatility, which was a Level 3 input. Each Private Placement Warrant was exercisable at $11.50 into one share of common stock. In June 2022, all of the outstanding Private Placement Warrants were repurchased by the Company. Refer to Note 16 – Stockholders’ Equity for additional information on the Warrants. The fair value of the Private Placement Warrants is discussed further in Note 14 – Fair Value . |
Home Sales Revenue and Lot Sales and Other Revenue | Home Sales Revenue— Home sales revenue is recognized when the Company’s performance obligations within the underlying sales contracts are fulfilled. The Company considers its obligations fulfilled when closing conditions are complete, title has transferred to the homebuyer, and collection of the purchase price is reasonably assured. Sales incentives are recorded as a reduction of revenue when the respective home is closed. When it is determined that the earnings process is not complete, the related revenue is deferred for recognition in future periods. Lot Sales and Other Revenue— Revenues from lot sales and other revenue are recorded and a margin is recognized when performance obligations are satisfied, which includes transferring a promised good or service to a customer. Lot sales and other revenue is recognized when all conditions of escrow are met, including delivery of the real estate asset in the agreed-upon condition, passage of title, receipt of appropriate consideration, and collection of associated receivables, if any, is probable, and other applicable criteria are met. Based upon the terms of the agreement, when it is determined that the performance obligation is not satisfied, the sale and the related margin are deferred for recognition in future periods. |
Income Taxes | Income Taxes— The Company records income taxes in accordance with ASC 740, Income Taxes , whereby deferred tax assets and liabilities are recognized based on the differences in the book and tax bases of assets and liabilities. Deferred tax assets and liabilities are measured using enacted tax rates that are expected to apply in the years that the differences are expected to reverse. The Company adjusts deferred tax assets and liabilities for the effects of changes in tax laws and rates in the period of enactment. Tax credits are recognized through the effective tax rate calculation assuming that the Company will be able to realize the full benefit of the credits. Each year the Company assesses its deferred tax asset to determine whether all or any portion of the asset is more likely than not (defined as a likelihood of more than 50%) to be unrealizable under ASC 740. The Company is required to establish a valuation allowance for any portion of the tax asset determined to be more likely than not unrealizable. The ultimate realization of deferred tax assets depends primarily on the generation of future taxable income during the periods in which the differences become deductible. Judgment is required in determining the future tax consequences of events that have been recognized in the Company’s consolidated financial statements and/or tax returns. Differences between anticipated and actual outcomes of these future tax consequences could have a material impact on the Company’s consolidated financial statements. |
Stock-Based Compensation Expense | Stock-Based Compensation Expense —In accordance with ASC 718, Compensation—Stock Compensation , stock-based compensation expense for all share-based payment awards is based on the grant date fair value. The Company recognizes expense for share-based payment awards with only service-based vesting conditions on a straight-line basis over the requisite service period of the award. Expense associated with awards that include a performance-based vesting condition is not recognized until it is determined that |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting , which provides temporary optional expedients and exceptions to the current guidance on contract modifications and hedge accounting. These changes are intended to simplify the market transition from the London Interbank Offered Rate (“LIBOR”) to alternative reference rates. ASU 2020-04 generally considers contract modifications related to reference rate reform to be an event that does not require contract remeasurement at the modification date nor a reassessment of a previous accounting determination. In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848): Scope , which clarified the scope and application of ASU 2020-04. In December 2022, the FASB issued ASU No. 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848 , which defers the sunset date of the reference rate reform guidance to December 31, 2024. This guidance may be elected over time, through December 31, 2024, as reference rate reform activities occur. Once ASU 2020-04 is elected, the guidance must be applied prospectively for all eligible contract modifications. In June 2022, the Company modified its credit facility to use the Secured Overnight Financing Rate (“SOFR”) as a reference rate rather than LIBOR. The Company elected to apply this guidance which preserves the presentation of the loan consistent with the presentation prior to the modification. In October 2021, the FASB issued ASU 2021-08, which requires application of ASC 606 to recognize and measure contract assets and liabilities from contracts with customers acquired in a business combination. ASU 2021-08 creates an exception to the general recognition and measurement principle in ASC 805 and will result in recognition of contract assets and contract liabilities consistent with those recorded by the acquiree immediately before the acquisition date. The standard is effective for fiscal years beginning after December 15, 2022, with early adoption permitted. The adoption did not have a material impact on the Company’s consolidated financial statements. In March 2023, the FASB issued ASU 2023-01, which amends the application of ASU 2016-02, Leases (Topic 842) , related to leases with entities under common control, also referred to as common control leases. The amendments to this update require an entity to consider the useful life of leasehold improvements associated with common control leases from the perspective of the common control group and amortize the leasehold improvements over the useful life of the assets to the common control group, instead of the term of the lease. Any remaining value for the leasehold improvement at the end of the lease would be adjusted through equity. The standard is effective for fiscal years beginning after December 15, 2023, with early adoption permitted. The adoption is not expected to have a material impact on the Company’s consolidated financial statements. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures , which requires disclosure of additional segment information. These additional requirements include significant expenses, other segment items to reconcile segment revenue and significant expenses to the reported measure of segment profit or loss, a description of the composition of the other segment items, and the title and position of the entity’s chief operating decision maker (“CODM”). The amendments in this update also expand the segment disclosure requirements to interim periods. The guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The guidance is to be applied retrospectively to all prior periods presented in the financial statements. The Company is currently evaluating the impact of this guidance on its consolidated financial statements and related disclosures. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures , which requires annual disclosure of specific categories in the income tax rate reconciliation and of additional information for reconciling items that meet a quantitative threshold among other changes. Specifically, the guidance requires a tabular reconciliation disclosure, using both percentages and amounts. The guidance is effective for annual periods beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of this guidance on its consolidated financial statements and related disclosures. |
Business Combinations and Ass_2
Business Combinations and Asset Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following is a summary of the allocation of the purchase price based on the fair value of assets acquired and liabilities assumed (dollars in thousands) . Assets Acquired Cash $ 3,857 Real estate inventories 232,071 Goodwill 44,182 Trade name 1,590 Other assets 378 Total assets $ 282,078 Liabilities Assumed Accounts payable $ 6,329 Accrued expenses 13,165 Total liabilities 19,494 Net assets acquired $ 262,584 The following is a summary of the allocation of the purchase price based on the fair value of assets acquired and liabilities assumed (dollars in thousands) . Assets Acquired Cash $ 10,063 Real estate inventories 93,699 Goodwill 3,752 Trade name 1,550 Other assets 3,956 Total assets $ 113,020 Liabilities Assumed Accounts payable $ 1,641 Accrued expenses 24,660 Notes payable 32,119 Total liabilities 58,420 Net assets acquired $ 54,600 |
Business Acquisition, Pro Forma Information | Unaudited pro forma net income adjusts the operating results of the stated acquisitions to reflect the additional costs that would have been recorded assuming the fair value adjustments had been applied as of the beginning of the year preceding the year of acquisition, including the tax-effected amortization of the acquired trade names and transaction related costs. The Company did not have any acquisitions that were treated as a business combination in 2023 and therefore no proforma is presented for the year ended December 31, 2023. Year Ended December 31, 2022 2021 Revenue $ 1,451,558 $ 1,286,919 Pretax income 151,846 23,142 Provision for income taxes (38,163) (4,853) Net income $ 113,683 $ 18,289 |
Variable Interest Entities (Tab
Variable Interest Entities (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Variable Interest Entities | The following table summarizes the carrying amount and classification of the VIEs’ assets and liabilities in the consolidated balance sheets as of December 31, 2023 and 2022. December 31, 2023 December 31, 2022 (dollars in thousands) Cash $ 2,950 $ 4,697 Real estate inventories 79,441 99,699 Due from affiliates 203 329 Other assets 2,107 2,124 Total assets $ 84,701 $ 106,849 Accounts payable $ 384 $ 1,577 Accrued expenses and other liabilities 5,257 5,616 Total liabilities $ 5,641 $ 7,193 |
Real Estate Inventories (Tables
Real Estate Inventories (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Real Estate Inventories [Abstract] | |
Schedule of Real Estate Inventories | Real estate inventories are summarized as follows: December 31, 2023 2022 (dollars in thousands) Deposits and pre-acquisition costs $ 99,702 $ 101,395 Land held and land under development 272,825 191,047 Homes completed or under construction 692,126 779,352 Model homes 57,073 21,575 Total real estate inventories $ 1,121,726 $ 1,093,369 |
Schedule Of Fair Value Of Impaired Inventory | The table below provides quantitative data for Level 3 inputs used in determining the fair value of the impaired inventory. The table presents the quarter during the year ended December 31, 2023 in which the impairment occurred. Impairment Data Quantitative Data Three Months Ended Number of Projects Impaired Real Estate Inventories Impairment Fair Value of Inventory After Impairment Discount Rate (dollars in thousands) June 30, 2023 1 $ 4,700 $ 19,363 11 % |
Other Assets (Tables)
Other Assets (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Other Assets | Other assets consist of the following: December 31, 2023 2022 (dollars in thousands) Deferred tax asset, net $ 18,486 $ 13,569 Property and equipment, net (1) 12,663 9,533 Right-of-use asset 11,869 15,589 Contract assets 5,954 7,180 Intangible asset, net — 44 Prepaid expenses 8,993 4,896 Project funds in escrow 2,388 44,159 Warranty and general liability insurance receivables (2) 27,406 27,109 Investment in unconsolidated joint ventures 19 41 Other 20,095 11,889 Total other assets $ 107,873 $ 134,009 (1) Property and equipment is net of $15.8 million and $11.5 million accumulated depreciation as of December 31, 2023 and 2022, respectively. (2) Insurance recoveries not yet received from our insurers are recorded on a gross basis, without any reduction for the associated warranty expense, within other assets on our consolidated balance sheets. Refer to the Warranty section in Note 8 – Accrued Expenses and Other Liabilities for additional information. |
Accrued Expenses and Other Li_2
Accrued Expenses and Other Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses and Other Liabilities | Accrued expenses and other liabilities consist of the following: December 31, 2023 2022 (dollars in thousands) Land development and home construction accrual $ 51,478 $ 39,716 Warranty reserve and general liability 48,949 46,657 Accrued compensation and benefits 26,029 18,920 Lease liabilities 13,070 16,428 Sales tax payable 1,646 1,448 Income tax payable 4,636 3,420 Interest payable 2,775 4,351 Deferred revenue 180 — Homebuyer deposits 8,227 15,046 Other deposits and liabilities 3,266 3,440 Total accrued expenses and other liabilities $ 160,256 $ 149,426 |
Schedule of Product Warranty Liability | Changes in the Company’s warranty reserve and general liability are detailed in the table below: December 31, 2023 2022 (dollars in thousands) Beginning warranty reserve and general liability $ 46,657 $ 15,692 Adjustments (1) — 18,018 Provision (2) 10,457 16,114 Payments (8,165) (3,167) Ending warranty reserve and general liability $ 48,949 $ 46,657 (1) In accordance with ASC 210, Balance Sheet, the Company presented warranty reserve and general liability on a gross basis within the consolidated balance sheet as of December 31, 2022, and presented anticipated insurance recoveries within other assets. Previously, the Company presented the warranty reserve and general liability within accrued expenses and other liabilities, net of anticipated insurance recoveries. This resulted in an adjustment of $18.0 million to beginning warranty reserve and general liability on January 1, 2022 with a corresponding increase in warranty and general liability insurance receivables. (2) The provision amount for the year ended December 31, 2022 includes $3.8 million associated with Hanover, which we acquired on January 18, 2022. |
Notes and Other Debts Payable_2
Notes and Other Debts Payable, net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | Amounts outstanding under notes and other debts payable, net consist of the following: December 31, 2023 2022 (dollars in thousands) Senior notes $ 250,000 $ — Discount and deferred loan costs (13,857) — Senior notes, net $ 236,143 $ — December 31, 2023 2022 (dollars in thousands) Line of credit facility $ 315,000 $ 514,300 Deferred loan costs (7,369) (8,878) Line of credit facility, net $ 307,631 $ 505,422 |
Schedule of Maturities of Long-term Debt | The aggregate maturities of the principal balances of the notes and other debts payable subsequent to December 31, 2023 are as follows (dollars in thousands) : 2024 $ — 2025 — 2026 315,000 2027 — 2028 250,000 Thereafter — $ 565,000 |
Commitment and Contingencies (T
Commitment and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Operating Lease Maturity Schedule | Future minimum payments under the non-cancelable operating leases in effect at December 31, 2023 were as follows (dollars in thousands) : 2024 $ 3,307 2025 2,652 2026 2,332 2027 2,101 2028 1,695 Thereafter 3,043 Total lease payments 15,130 Less: Discount (2,060) Present value of lease liabilities $ 13,070 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefits) | The provision for income taxes are as follows: Year Ended December 31, 2023 2022 2021 (dollars in thousands) Current: Federal $ 12,418 $ 22,350 $ 11,507 State 4,394 9,350 5,314 Current tax provision 16,812 31,700 16,821 Deferred: Federal (3,967) (4,681) (2,425) State (950) (1,619) (401) Deferred tax benefit (4,917) (6,300) (2,826) Total income tax provision, net $ 11,895 $ 25,400 $ 13,995 |
Schedule of Effective Income Tax Rate Reconciliation | The provision for income taxes varies from the U.S. federal statutory rate. The following reconciliation shows the significant differences in the tax at statutory and effective rates: Year Ended December 31, 2023 2022 2021 Federal income tax expense 21.0 % 21.0 % 21.0 % State income tax expense, net of federal tax effect 5.6 6.4 5.6 162(m) limitation 1.9 1.0 (1.3) PPP loan — — 1.8 Fair market value of warrant — 1.5 (0.7) Noncontrolling interest (1.8) (0.5) — Energy efficient home credits (1.4) (3.6) (6.2) Other permanent differences 0.4 — 0.1 Return to provision adjustment (0.4) (0.7) 0.4 Rate change 1.0 (0.1) 0.1 Change of valuation allowance — (0.1) 0.2 Other 0.4 0.2 — Effective tax rate 26.7 % 25.1 % 21.0 % |
Schedule of Deferred Tax Assets and Liabilities | The tax effects of significant temporary differences that give rise to the deferred tax assets, net of deferred tax liabilities, are as follows: December 31, 2023 2022 (dollars in thousands) Deferred tax assets Accrued expenses $ 16,519 $ 14,279 Lease liability 3,371 4,384 State tax liability 963 1,963 Allowances, reserves, and other 244 — Stock compensation 948 1,009 UNICAP 6,967 4,489 Goodwill and intangibles — 331 Basis difference in investments 2,699 499 Deferred tax asset 31,711 26,954 Deferred tax liabilities Right-of-use asset (3,061) (4,160) Basis difference in fixed assets and intangible assets (3,097) (1,990) Warranty receivables (7,067) (7,235) Deferred tax liability (13,225) (13,385) Net deferred tax asset $ 18,486 $ 13,569 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | The following table summarizes total revenue and pretax income (loss) by segment: Year Ended December 31, 2023 2022 2021 (dollars in thousands) Revenue Arizona $ 288,552 $ 317,160 $ 340,767 California 439,939 503,832 557,182 Colorado 7,410 — — Florida 468,210 474,779 93,632 Metro New York (1) 1,649 111,423 — Texas 4,187 39,255 31,723 Total $ 1,209,947 $ 1,446,449 $ 1,023,304 Pretax income (loss) Arizona $ 6,097 $ 18,232 $ 25,681 California 29,562 94,213 61,073 Colorado (1,404) — — Florida 37,621 20,798 (492) Metro New York (1) (2,790) (520) (2,154) Texas (5,990) (158) (439) Corporate (18,551) (31,500) (16,939) Total $ 44,545 $ 101,065 $ 66,730 |
Reconciliation of Assets from Segment to Consolidated | The following table summarizes total assets by segment: December 31, 2023 2022 (dollars in thousands) Assets Arizona $ 336,424 $ 357,788 California 479,218 513,549 Colorado 27,240 — Florida 425,154 422,045 Metro New York 42,047 45,277 Texas 60,255 26,923 Corporate 100,894 74,914 Total $ 1,471,232 $ 1,440,496 |
Fair Value (Tables)
Fair Value (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following table presents carrying values and estimated fair values of financial instruments: December 31, 2023 December 31, 2022 Hierarchy Carrying Fair Value Carrying Fair Value (dollars in thousands) Liabilities: Senior notes Level 2 $ 250,000 $ 257,500 $ — $ — Line of credit facilities (1) Level 2 $ 315,000 $ 315,000 $ 514,300 $ 514,300 (1) Carrying amount approximates fair value due to the variable interest rate terms of these loans. Carrying value excludes any associated deferred loan costs. |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | The following table reconciles the beginning and ending balances for the Level 3 recurring fair value measurements during the periods presented: December 31, 2023 2022 (dollars in thousands) Warrant liability Beginning balance $ — $ 9,185 Changes in fair value — 7,315 Repurchases of warrants — (16,500) Ending balance $ — $ — |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock Compensation Activity | The following table presents a summary of the Company’s nonvested PSUs and RSUs as of December 31, 2023 and 2022 and changes during the years then ended: Year Ended December 31, 2023 2022 Awards Weighted Average Grant Date Fair Value Awards Weighted Average Grant Date Fair Value (in thousands, except fair value amounts) Nonvested, beginning of the year 1,625 $ 8.82 768 $ 9.43 Granted 298 8.28 1,135 8.48 Vested (375) 8.68 (278) 9.19 Forfeited (60) 9.02 — — Nonvested, end of the year 1,488 $ 8.74 1,625 $ 8.82 |
Schedule of Stock Option Activity | The following table presents a summary of the Company’s stock options activity for the year ended December 31, 2023: Number of Shares Weighted Average Exercise Price per Share Weighted Average Remaining Contractual Term Aggregate Intrinsic Value (in thousands) (in years) (in thousands) Options outstanding at December 31, 2022 684 $ 8.82 Granted 228 6.46 Exercised (4) 8.83 Forfeited (222) 8.68 Expired (2) 8.83 Options outstanding at December 31, 2023 684 $ 8.08 8.45 $ 3,462 Options exercisable at December 31, 2023 316 $ 8.82 8.05 $ 1,364 |
Share-based Payment Arrangement, Performance Shares, Activity | The following table presents a summary of the Company’s outstanding RSUs and PSUs, assuming the current estimated level of performance achievement: December 31, 2023 (in thousands, except period) Unvested units 1,488 Remaining cost on unvested units $ 2,017 Remaining vesting period 3.00 years |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table sets forth the computation of basic and diluted EPS for the years presented: Year Ended December 31, 2023 2022 2021 (in thousands, except share and per share amounts) Numerator Net income attributable to Landsea Homes Corporation $ 29,236 $ 73,551 $ 52,786 Less: undistributed earnings allocated to participating shares — (1,706) (1,161) Net income attributable to common stockholders $ 29,236 $ 71,845 $ 51,625 Denominator Weighted average common shares outstanding - basic 38,885,003 43,052,696 46,193,166 Adjustment for weighted average participating shares outstanding — (1,000,000) (994,444) Adjusted weighted average common shares outstanding under two class method - basic 38,885,003 42,052,696 45,198,722 Dilutive effect of share-based awards (1) 191,319 146,766 51,996 Adjusted weighted average common shares outstanding under two class method - diluted 39,076,322 42,199,462 45,250,718 Earnings per share Basic $ 0.75 $ 1.71 $ 1.14 Diluted $ 0.75 $ 1.70 $ 1.14 (1) Represents the dilutive effect of outstanding in-the-money options using the treasury stock method and shares expected to be issued under our RSU and PSU programs |
Supplemental Disclosures of C_2
Supplemental Disclosures of Cash Flow Information (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Cash Flow, Supplemental Disclosures | The following table presents certain supplemental cash flow information: Year Ended December 31, 2023 2022 2021 (dollars in thousands) Supplemental disclosures of cash flow information Interest paid, net of amounts capitalized $ — $ — $ 32 Income taxes paid $ 15,617 $ 40,367 $ 7,575 Supplemental disclosures of non-cash investing and financing activities Transfer of deferred tax asset to Landsea Holdings $ — $ — $ 11,785 Conversion of deferred offering costs to additional paid-in-capital $ — $ — $ 9,229 Change in right-of-use assets for new, modified, or terminated operating leases $ 226 $ 7,380 $ 6,688 Cash, cash equivalents, and restricted cash reconciliation Cash and cash equivalents $ 119,555 $ 123,634 $ 342,810 Restricted cash — — 443 Total cash, cash equivalents, and restricted cash shown in the consolidated statements of cash flows $ 119,555 $ 123,634 $ 343,253 |
Company (Details)
Company (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||
Jan. 07, 2021 USD ($) $ / shares shares | Dec. 31, 2023 USD ($) segment shares | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Jun. 30, 2022 $ / shares | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||
Number of reportable segments | segment | 6 | ||||
Business Acquisition [Line Items] | |||||
Proceeds from Merger, net of fees and other costs | $ 0 | $ 0 | $ 64,434 | ||
Phantom Awards | |||||
Business Acquisition [Line Items] | |||||
Grants in period (in shares) | shares | 200,000 | ||||
Grant date value at the time of the merger | $ 1,900 | ||||
Private Placement Warrants | |||||
Business Acquisition [Line Items] | |||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 11.50 | $ 11.50 | |||
General and Administrative Expense | Phantom Awards | |||||
Business Acquisition [Line Items] | |||||
Accelerated vesting cost | 2,700 | ||||
Merger Agreement | |||||
Business Acquisition [Line Items] | |||||
Proceeds from Merger, net of fees and other costs | $ 64,400 | ||||
Payments for merger related costs | 28,700 | ||||
Transaction expenses incurred | 7,500 | ||||
Direct and incremental costs | 16,700 | ||||
Merger Agreement | Phantom Awards | |||||
Business Acquisition [Line Items] | |||||
Cash payments of phantom stock awards | $ 2,900 | ||||
Grants in period (in shares) | shares | 200,000 | ||||
Grant date value at the time of the merger | $ 1,900 | ||||
Merger Agreement | General and Administrative Expense | Phantom Awards | |||||
Business Acquisition [Line Items] | |||||
Accelerated vesting cost | $ 2,700 | ||||
Merger Agreement | Common Class A | Level Field Capital, LLC | |||||
Business Acquisition [Line Items] | |||||
Equity interests still held (in shares) | shares | 1,000,000 | ||||
Merger Agreement | Common Class A | LF Capital Acquisitions Corps | |||||
Business Acquisition [Line Items] | |||||
Stock consideration, amount | $ 343,800 | ||||
Stock consideration (in shares) | shares | 32,600,000 | ||||
Stock consideration, share price (in dollars per share) | $ / shares | $ 10.56 | ||||
Merger Agreement | Earnout Shares | Landsea Holdings | Level Field Capital, LLC | |||||
Business Acquisition [Line Items] | |||||
Equity interests transferred (in shares) | shares | 500,000 | ||||
Merger Agreement | Private Placement Warrants | Level Field Capital, LLC | |||||
Business Acquisition [Line Items] | |||||
Equity interests forfeited (in shares) | shares | 2,300,000 | ||||
Merger Agreement | Private Placement Warrants | Landsea Holdings | Level Field Capital, LLC | |||||
Business Acquisition [Line Items] | |||||
Equity interests transferred (in shares) | shares | 2,200,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Narrative (Details) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 USD ($) joint_venture $ / shares | Dec. 31, 2022 USD ($) joint_venture | Dec. 31, 2021 USD ($) | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Investments in and advance to unconsolidated joint ventures | $ 0.1 | ||
Number of joint venture | joint_venture | 2 | 2 | |
Impairment of goodwill | $ 0 | $ 0 | $ 0 |
Depreciation | 1.8 | 2 | 1.7 |
Amortization of capitalized selling and marketing costs | 2.6 | 0.6 | 2 |
Marketing and advertising expense | $ 6.9 | 5.1 | 3.2 |
Warranty term (in years) | 10 years | ||
Revision of Prior Period, Reclassification, Adjustment | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Equity in net income from unconsolidated joint ventures | 0.1 | 1.3 | |
Other Income | Revision of Prior Period, Reclassification, Adjustment | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Equity in net income from unconsolidated joint ventures | $ 0.1 | $ 1.3 | |
Minimum | Property, Plant and Equipment | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Useful life (in years) | 2 years | ||
Maximum | Property, Plant and Equipment | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Useful life (in years) | 5 years | ||
Warrant | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Exercise price of warrants (in dollars per share) | $ / shares | $ 11.50 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Property and Equipment (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Property plant and equipment | |||
Depreciation | $ 1.8 | $ 2 | $ 1.7 |
Minimum | Property, Plant and Equipment | |||
Property plant and equipment | |||
Useful life (in years) | 2 years | ||
Maximum | Property, Plant and Equipment | |||
Property plant and equipment | |||
Useful life (in years) | 5 years |
Business Combinations and Ass_3
Business Combinations and Asset Acquisitions - Narrative (Details) $ in Thousands | 12 Months Ended | |||||
Oct. 10, 2023 USD ($) lot | Jan. 18, 2022 USD ($) numberOfLot realEstate_Community | May 04, 2021 USD ($) project | Dec. 31, 2023 USD ($) acquistion | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Business Acquisition [Line Items] | ||||||
Goodwill | $ 68,639 | $ 68,639 | ||||
Number of businesses acquired | acquistion | 0 | |||||
Goodwill | ||||||
Business Acquisition [Line Items] | ||||||
Goodwill amortization period | 15 years | 15 years | ||||
Hanover Family Builders, LLC | ||||||
Business Acquisition [Line Items] | ||||||
Percentage interests acquired | 100% | |||||
Cash consideration | $ 262,600 | |||||
Repayments of debt | 69,300 | |||||
Payment of land related deposits | $ 15,600 | |||||
Number of communities | realEstate_Community | 20 | |||||
Number of lots | numberOfLot | 3,800 | |||||
Goodwill | $ 44,182 | |||||
Transaction related costs | 700 | |||||
Revenue of acquiree since acquisition | 334,000 | |||||
Income before tax, inclusive of purchase price accounting | $ 20,100 | |||||
Hanover Family Builders, LLC | Trade Names | ||||||
Business Acquisition [Line Items] | ||||||
Intangible assets acquired | $ 1,590 | |||||
Useful life (in years) | 1 year | |||||
Mercedes Premier Homes, LLC | ||||||
Business Acquisition [Line Items] | ||||||
Percentage interests acquired | 100% | |||||
Cash consideration | $ 54,600 | |||||
Repayments of debt | 3,800 | |||||
Goodwill | 3,752 | |||||
Transaction related costs | $ 900 | |||||
Liabilities assumed in acquisition | $ 32,119 | |||||
Number of projects acquired in acquisition | project | 20 | |||||
Number of lots acquired in acquisition | project | 1,800 | |||||
Mercedes Premier Homes, LLC | Trade Names | ||||||
Business Acquisition [Line Items] | ||||||
Intangible assets acquired | $ 1,550 | |||||
Useful life (in years) | 1 year | |||||
Vintage Estate Homes, LLC | ||||||
Business Acquisition [Line Items] | ||||||
Revenue of acquiree since acquisition | 125,400 | |||||
Income before tax, inclusive of purchase price accounting | $ (900) | |||||
Richfield Homes Lots | ||||||
Business Acquisition [Line Items] | ||||||
Payments to acquire productive assets | $ 22,500 | |||||
Number of lots acquired | lot | 290 |
Business Combinations and Ass_4
Business Combinations and Asset Acquisitions - Net Assets Acquired (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Jan. 18, 2022 | May 04, 2021 |
Assets Acquired | ||||
Goodwill | $ 68,639 | $ 68,639 | ||
Hanover Family Builders, LLC | ||||
Assets Acquired | ||||
Cash | $ 3,857 | |||
Real estate inventories | 232,071 | |||
Goodwill | 44,182 | |||
Other assets | 378 | |||
Total assets | 282,078 | |||
Liabilities Assumed | ||||
Accounts payable | 6,329 | |||
Accrued expenses | 13,165 | |||
Total liabilities | 19,494 | |||
Net assets acquired | 262,584 | |||
Hanover Family Builders, LLC | Trade Names | ||||
Assets Acquired | ||||
Trade name | $ 1,590 | |||
Mercedes Premier Homes, LLC | ||||
Assets Acquired | ||||
Cash | $ 10,063 | |||
Real estate inventories | 93,699 | |||
Goodwill | 3,752 | |||
Other assets | 3,956 | |||
Total assets | 113,020 | |||
Liabilities Assumed | ||||
Accounts payable | 1,641 | |||
Accrued expenses | 24,660 | |||
Notes payable | 32,119 | |||
Total liabilities | 58,420 | |||
Net assets acquired | 54,600 | |||
Mercedes Premier Homes, LLC | Trade Names | ||||
Assets Acquired | ||||
Trade name | $ 1,550 |
Business Combinations and Ass_5
Business Combinations and Asset Acquisitions - Pro Forma Financial Information (Details) - Pinnacle West - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | ||
Revenue | $ 1,451,558 | $ 1,286,919 |
Pretax income | 151,846 | 23,142 |
Provision for income taxes | (38,163) | (4,853) |
Net income | $ 113,683 | $ 18,289 |
Variable Interest Entities (Det
Variable Interest Entities (Details) $ in Thousands | Dec. 31, 2023 USD ($) project | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) |
Variable Interest Entity [Line Items] | |||
Cash | $ 119,555 | $ 123,634 | $ 342,810 |
Real estate inventories | 1,121,726 | 1,093,369 | |
Total assets | 1,471,232 | 1,440,496 | |
Accounts payable | 77,969 | 74,445 | |
Accrued expenses and other liabilities | 160,256 | 149,426 | |
Total liabilities | 782,880 | 730,177 | |
Related Party | |||
Variable Interest Entity [Line Items] | |||
Due from affiliates | $ 4,348 | 3,744 | |
Variable Interest Entities | |||
Variable Interest Entity [Line Items] | |||
Number of VIE's | project | 2 | ||
Cash | $ 2,950 | 4,697 | |
Real estate inventories | 79,441 | 99,699 | |
Other assets | 2,107 | 2,124 | |
Total assets | 84,701 | 106,849 | |
Accounts payable | 384 | 1,577 | |
Accrued expenses and other liabilities | 5,257 | 5,616 | |
Total liabilities | 5,641 | 7,193 | |
Variable Interest Entities | Related Party | |||
Variable Interest Entity [Line Items] | |||
Due from affiliates | $ 203 | $ 329 | |
Variable Interest Entities | 14th Ave JV | Metro New York | |||
Variable Interest Entity [Line Items] | |||
Number of VIE's | project | 1 | ||
Variable Interest Entities | LCF Joint Venture | |||
Variable Interest Entity [Line Items] | |||
Number of VIE's | project | 1 |
Real Estate Inventories - Sched
Real Estate Inventories - Schedule of Real Estate Inventories (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Real Estate Inventories [Abstract] | ||
Deposits and pre-acquisition costs | $ 99,702 | $ 101,395 |
Land held and land under development | 272,825 | 191,047 |
Homes completed or under construction | 692,126 | 779,352 |
Model homes | 57,073 | 21,575 |
Total real estate inventories | $ 1,121,726 | $ 1,093,369 |
Real Estate Inventories - Narra
Real Estate Inventories - Narrative (Details) | 3 Months Ended | 12 Months Ended | |
Sep. 30, 2023 USD ($) numberOfProjectImpaired | Dec. 31, 2023 USD ($) numberOfProjectImpaired | Dec. 31, 2022 USD ($) | |
Real Estate Inventories [Line Items] | |||
Real estate inventories impairment | $ 0 | $ 0 | |
Real Estate | Level 3 | |||
Real Estate Inventories [Line Items] | |||
Real estate inventories impairment | $ 4,700,000 | $ 4,700,000 | |
Number of projects impaired | numberOfProjectImpaired | 1 | 1 |
Real Estate Inventories - Sch_2
Real Estate Inventories - Schedule of Fair Value of Impaired Inventory (Details) | 3 Months Ended | 12 Months Ended | |
Sep. 30, 2023 USD ($) numberOfProjectImpaired | Dec. 31, 2023 USD ($) numberOfProjectImpaired | Dec. 31, 2022 USD ($) | |
Real Estate Inventories [Line Items] | |||
Real Estate Inventories Impairment | $ 0 | $ 0 | |
Real Estate | Level 3 | |||
Real Estate Inventories [Line Items] | |||
Number of Projects Impaired | numberOfProjectImpaired | 1 | 1 | |
Real Estate Inventories Impairment | $ 4,700,000 | $ 4,700,000 | |
Fair Value of Inventory After Impairment | $ 19,363,000 | ||
Real Estate | Level 3 | Measurement Input, Default Rate | Valuation Technique, Discounted Cash Flow | |||
Real Estate Inventories [Line Items] | |||
Discount Rate | 0.11 |
Capitalized Interest (Details)
Capitalized Interest (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Capitalization [Line Items] | |||
Interest costs capitalized adjustment | $ 52.2 | $ 35.6 | $ 27.2 |
Interest expense | 36.3 | 40.5 | 34.8 |
Related Party | |||
Schedule of Capitalization [Line Items] | |||
Interest expense | $ 1.4 | $ 0.2 | $ 0 |
Other Assets - Schedule of Othe
Other Assets - Schedule of Other Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Total other assets | Total other assets |
Total other assets | ||
Deferred tax asset, net | $ 18,486 | $ 13,569 |
Property and equipment, net | 12,663 | 9,533 |
Right-of-use asset | 11,869 | 15,589 |
Contract assets | 5,954 | 7,180 |
Intangible asset, net | 0 | 44 |
Prepaid expenses | 8,993 | 4,896 |
Project funds in escrow | 2,388 | 44,159 |
Warranty and general liability insurance receivables | 27,406 | 27,109 |
Investment in unconsolidated joint ventures | 19 | 41 |
Other | 20,095 | 11,889 |
Total other assets | 107,873 | 134,009 |
Accumulated depreciation | $ 15,800 | $ 11,500 |
Other Assets - Narrative (Detai
Other Assets - Narrative (Details) $ in Thousands | Dec. 31, 2023 USD ($) joint_venture | Dec. 31, 2022 USD ($) joint_venture |
Property plant and equipment | ||
Contract assets | $ 5,954 | $ 7,180 |
Remaining performance obligation, amount | $ 1,100 | $ 11,600 |
LS-NJ Port Imperial JV LLC and LS-Boston Point LLC | ||
Property plant and equipment | ||
Number of investments | joint_venture | 2 | 2 |
Accrued Expenses and Other Li_3
Accrued Expenses and Other Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | |||
Land development and home construction accrual | $ 51,478 | $ 39,716 | |
Beginning warranty reserve and general liability | 48,949 | 46,657 | $ 15,692 |
Accrued compensation and benefits | $ 26,029 | $ 18,920 | |
Operating Lease, Liability, Statement of Financial Position [Extensible Enumeration] | Accounts Payable and Accrued Liabilities [Member] | Accounts Payable and Accrued Liabilities [Member] | |
Lease liabilities | $ 13,070 | $ 16,428 | |
Sales tax payable | 1,646 | 1,448 | |
Income tax payable | 4,636 | 3,420 | |
Interest payable | 2,775 | 4,351 | |
Deferred revenue | 0 | ||
Homebuyer deposits | 8,227 | 15,046 | |
Other deposits and liabilities | 3,266 | 3,440 | |
Total accrued expenses and other liabilities | $ 160,256 | $ 149,426 |
Accrued Expenses and Other Li_4
Accrued Expenses and Other Liabilities - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2023 | |
Disaggregation of Revenue [Line Items] | ||
Deferred revenue | $ 0 | |
Deferred revenue recognized from lot sales in prior years | 0 | |
Lot Sales and other | ||
Disaggregation of Revenue [Line Items] | ||
Deferred revenue | $ 0 | $ 180 |
Accrued Expenses and Other Li_5
Accrued Expenses and Other Liabilities - Product Warranty Accrual (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 01, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Movement in Standard Product Warranty Accrual [Roll Forward] | |||
Beginning warranty reserve and general liability | $ 15,692 | $ 46,657 | $ 15,692 |
Adjustments | 0 | 18,018 | |
Provision | 10,457 | 16,114 | |
Payments | (8,165) | (3,167) | |
Ending warranty reserve and general liability | $ 48,949 | 46,657 | |
Increase in warranty and general liability insurance receivables | $ 18,000 | ||
Adjustments business acquisition associated with Hanover | $ 3,800 |
Notes and Other Debts Payable_3
Notes and Other Debts Payable, net - Schedule of Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 565,000 | |
Senior notes | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 250,000 | $ 0 |
Discount and deferred loan costs | (13,857) | 0 |
Long-term debt, total | 236,143 | 0 |
Line of credit facility | Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 315,000 | 514,300 |
Deferred loan costs | (7,369) | (8,878) |
Long-term debt, total | $ 307,631 | $ 505,422 |
Notes and Other Debts Payable_4
Notes and Other Debts Payable, net - Narrative (Details) | 1 Months Ended | 12 Months Ended | ||
Oct. 31, 2021 USD ($) | Dec. 31, 2022 USD ($) time | Dec. 31, 2023 USD ($) loanForConstruction | Jul. 31, 2023 USD ($) | |
Debt Instrument [Line Items] | ||||
Line of credit facility, outstanding | $ 505,422,000 | $ 307,631,000 | ||
Number of construction loan | loanForConstruction | 1 | |||
Line of credit facility | Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Credit agreement, current borrowing capacity | $ 585,000,000 | $ 675,000,000 | ||
Line of credit facility, outstanding | $ 315,000,000 | |||
Credit facility, maximum borrowing capacity | $ 850,000,000 | |||
Debt instruments, modifications, number of times | time | 3 | |||
Line of credit facility | Revolving Credit Facility | London Interbank Offer Rate (LIBOR) | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 3.35% | |||
Line of credit facility | Revolving Credit Facility | Prime Rate | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 2.75% | |||
Effective interest rate at period end | 8.70% | |||
Line of credit facility | Revolving Credit Facility | Minimum | Prime Rate | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 3.85% | |||
Unsecured Debt | Note Purchase Agreement | ||||
Debt Instrument [Line Items] | ||||
Principal amount | $ 250,000,000 | |||
Interest rate, stated percentage | 11% | |||
Paycheck Protection Program Notes | Debt Extinguishment Fees | ||||
Debt Instrument [Line Items] | ||||
Payment for debt extinguishment | $ 2,500,000 |
Notes and Other Debts Payable_5
Notes and Other Debts Payable, net - Maturities of Principal Balances (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Debt Disclosure [Abstract] | |
2024 | $ 0 |
2025 | 0 |
2026 | 315,000 |
2027 | 0 |
2028 | 250,000 |
Thereafter | 0 |
Long-term debt | $ 565,000 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2021 USD ($) | Dec. 31, 2023 USD ($) extension | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Loss Contingencies [Line Items] | ||||
Land purchase contracts, deposits | $ 96,200 | $ 98,400 | ||
Land purchase contracts, refundable amount | 1,000 | 800 | ||
Land purchase contracts, total remaining purchase price | $ 663,100 | $ 620,200 | ||
Period land purchase contracts are expected to purchased within (in years) | 4 years | |||
Number of options to renew | extension | 1 | |||
Weighted average remaining lease term (in years) | 5 years 8 months 12 days | 5 years 8 months 12 days | ||
Weighted average rate (percent) | 5.50% | 4.60% | ||
Right-of-use asset | $ 11,869 | $ 15,589 | ||
Present value of lease liabilities | 13,070 | 16,428 | ||
Operating lease expense | $ 3,900 | 2,200 | $ 1,900 | |
Minimum | ||||
Loss Contingencies [Line Items] | ||||
Lease term (in years) | 1 year | |||
Maximum | ||||
Loss Contingencies [Line Items] | ||||
Lease term (in years) | 8 years | |||
Sale and Lease Back of Model Homes | ||||
Loss Contingencies [Line Items] | ||||
Sale leaseback transaction, lease term (in years) | 2 years | |||
Performance Guarantee | ||||
Loss Contingencies [Line Items] | ||||
Performance bonds outstanding | $ 109,300 | $ 114,900 | ||
Paycheck Protection Program Notes | ||||
Loss Contingencies [Line Items] | ||||
Proceeds from PPP loan | $ 14,900 |
Commitments and Contingencies_2
Commitments and Contingencies - Maturity Schedule (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Commitments and Contingencies Disclosure [Abstract] | ||
2024 | $ 3,307 | |
2025 | 2,652 | |
2026 | 2,332 | |
2027 | 2,101 | |
2028 | 1,695 | |
Thereafter | 3,043 | |
Total lease payments | 15,130 | |
Less: Discount | (2,060) | |
Present value of lease liabilities | $ 13,070 | $ 16,428 |
Related Party Transactions (Det
Related Party Transactions (Details) | 1 Months Ended | 12 Months Ended | |||||||||||
Aug. 31, 2023 USD ($) $ / shares shares | Jun. 30, 2023 USD ($) shares | Jun. 30, 2022 USD ($) transaction $ / shares shares | Dec. 31, 2021 USD ($) | Jul. 31, 2021 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) shares | Dec. 31, 2021 USD ($) | Sep. 30, 2023 $ / shares | Jun. 01, 2022 shares | May 31, 2022 $ / shares | Jan. 31, 2022 USD ($) | Jun. 30, 2021 USD ($) | |
Related Party Transaction [Line Items] | |||||||||||||
Lot sales and other revenue | $ 1,209,947,000 | $ 1,446,449,000 | $ 1,023,304,000 | ||||||||||
Stock repurchase program, authorized (in shares) | shares | 5,625,352 | ||||||||||||
Right-of-use asset | 11,869,000 | $ 15,589,000 | |||||||||||
Present value of lease liabilities | 13,070,000 | 16,428,000 | |||||||||||
Other assets | 107,873,000 | 134,009,000 | |||||||||||
Accrued expenses and other liabilities | 160,256,000 | 149,426,000 | |||||||||||
Interest expense | 36,300,000 | 40,500,000 | 34,800,000 | ||||||||||
Real estate inventories | 1,121,726,000 | 1,093,369,000 | |||||||||||
Lot Sales and other | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Lot sales and other revenue | 40,080,000 | 53,699,000 | 86,904,000 | ||||||||||
California | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Lot sales and other revenue | 439,939,000 | 503,832,000 | 557,182,000 | ||||||||||
Related party transaction, rate | 7% | ||||||||||||
Developed lots purchased in the period | 11,400,000 | 11,400,000 | |||||||||||
Private Placement Warrants | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Stock repurchase program, authorized (in shares) | shares | 2,800,000 | ||||||||||||
Landsea Holding Share Repurchase Program | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Aggregate net proceeds from stock offering | $ 3,300,000 | ||||||||||||
Number of transactions | transaction | 2 | ||||||||||||
Stock repurchase program, authorized (in shares) | shares | 4,400,000 | ||||||||||||
Stock repurchase program, authorized amount | $ 30,000,000 | ||||||||||||
Stock consideration, share price (in dollars per share) | $ / shares | $ 6.82 | $ 7.18 | |||||||||||
Discount rate | 5% | ||||||||||||
Landsea Holding Share Repurchase Program | IPO | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Share price (in dollars per share) | $ / shares | $ 7.50 | ||||||||||||
Landsea Holding Share Repurchase Program | Public Stock Offering | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Shares sold in offering | shares | 443,478 | ||||||||||||
Landsea Holding Share Repurchase Program | Private Placement Warrants | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Stock repurchase program, authorized (in shares) | shares | 5,500,000 | ||||||||||||
Stock repurchase program, authorized amount | $ 8,400,000 | ||||||||||||
Stock consideration, share price (in dollars per share) | $ / shares | $ 3 | ||||||||||||
Landsea Holding Share Repurchase Program | Private Placement Warrants | Landsea Holdings | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Stock repurchase program, authorized (in shares) | shares | 2,200,000 | ||||||||||||
Share Repurchase Program | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Stock repurchase program, authorized (in shares) | shares | 4,398,826 | ||||||||||||
Stock repurchase program, authorized amount | $ 30,000,000 | $ 10,000,000 | |||||||||||
Stock consideration, share price (in dollars per share) | $ / shares | $ 6.82 | ||||||||||||
Share Repurchase Program | Private Placement Warrants | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Stock repurchase program, authorized amount | $ 16,500,000 | ||||||||||||
Stock consideration, share price (in dollars per share) | $ / shares | $ 3 | ||||||||||||
Share Repurchase Program | Private Placement Warrants | Landsea Holdings | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Stock repurchase program, authorized (in shares) | shares | 2,200,000 | ||||||||||||
Stock repurchase program, authorized amount | $ 6,600,000 | ||||||||||||
Green Investment Alpha Limited Share Repurchase Program | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Aggregate net proceeds from stock offering | $ 7,800,000 | ||||||||||||
Green Investment Alpha Limited Share Repurchase Program | IPO | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Share price (in dollars per share) | $ / shares | $ 9.75 | ||||||||||||
Green Investment Alpha Limited Share Repurchase Program | Public Stock Offering | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Shares sold in offering | shares | 800,000 | ||||||||||||
Equity Method Investee | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Net receivables | 3,500,000 | 2,900,000 | |||||||||||
Officer | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Cost of sales and expenses | 3,500,000 | ||||||||||||
Officer | Sale and Lease Back of Model Homes | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Lot sales and other revenue | 4,000,000 | ||||||||||||
Landsea Capital Fund | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Related party transaction, amounts of transaction | 22,300,000 | 4,000,000 | |||||||||||
Landsea Capital Fund | LCF JV | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Related party transaction, amounts of transaction | $ 55,000,000 | ||||||||||||
Affiliated Entity | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Revenue | $ 15,200,000 | ||||||||||||
Other costs | 1,300,000 | 3,000,000 | |||||||||||
Payments for rent | 800,000 | 800,000 | 0 | ||||||||||
Right-of-use asset | 500,000 | 1,300,000 | |||||||||||
Present value of lease liabilities | 500,000 | 1,300,000 | |||||||||||
Real estate inventories | 1,000,000 | 800,000 | |||||||||||
Affiliated Entity | California | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Developed lots purchased in the period | 0 | ||||||||||||
Affiliated Entity | California | Predetermined Land Purchase Price | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Related party transaction, amounts of transaction | $ 28,900,000 | ||||||||||||
Affiliated Entity | Landsea Holdings | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Real estate inventories | 400,000 | 2,200,000 | |||||||||||
Affiliated Entity | Sale and Lease Back of Model Homes | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Lot sales and other revenue | 0 | 1,200,000 | 3,200,000 | ||||||||||
Affiliated Entity | Sale and Lease Back of Model Homes | Lot Sales and other | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Lot sales and other revenue | 10,800,000 | ||||||||||||
Cost of sales and expenses | 8,800,000 | ||||||||||||
Related Party | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Interest expense | 1,400,000 | 200,000 | 0 | ||||||||||
Related Party | California | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Interest expense | 600,000 | 1,000,000 | 400,000 | ||||||||||
Related Party | Landsea Holdings | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Interest expense | $ 1,700,000 | $ 5,000,000 | $ 12,900,000 | ||||||||||
LHold | Corporate Joint Venture | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Deferred tax assets transferred to Landsea Holdings | $ 12,100,000 |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Income Tax (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Current: | |||
Federal | $ 12,418 | $ 22,350 | $ 11,507 |
State | 4,394 | 9,350 | 5,314 |
Current tax provision | 16,812 | 31,700 | 16,821 |
Deferred: | |||
Federal | (3,967) | (4,681) | (2,425) |
State | (950) | (1,619) | (401) |
Deferred tax benefit | (4,917) | (6,300) | (2,826) |
Total income tax provision, net | $ 11,895 | $ 25,400 | $ 13,995 |
Income Taxes - Effective Income
Income Taxes - Effective Income Tax Rate Reconciliation (Details) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
Federal income tax expense | 21% | 21% | 21% |
State income tax expense, net of federal tax effect | 5.60% | 6.40% | 5.60% |
162(m) limitation | 1.90% | 1% | (1.30%) |
PPP loan | 0% | 0% | 1.80% |
Fair market value of warrant | 0% | 1.50% | (0.70%) |
Noncontrolling interest | (1.80%) | (0.50%) | 0% |
Energy efficient home credits | (1.40%) | (3.60%) | (6.20%) |
Other permanent differences | 0.40% | 0% | 0.10% |
Return to provision adjustment | (0.40%) | (0.70%) | 0.40% |
Rate change | 1% | (0.10%) | 0.10% |
Change of valuation allowance | 0% | (0.10%) | 0.20% |
Other | 0.40% | 0.20% | 0% |
Effective tax rate | 26.70% | 25.10% | 21% |
Income Taxes - Components of De
Income Taxes - Components of Deferred Tax Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred Tax Assets, Gross [Abstract] | ||
Accrued expenses | $ 16,519 | $ 14,279 |
Lease liability | 3,371 | 4,384 |
State tax liability | 963 | 1,963 |
Allowances, reserves, and other | 244 | 0 |
Stock compensation | 948 | 1,009 |
UNICAP | 6,967 | 4,489 |
Goodwill and intangibles | 0 | 331 |
Basis difference in investments | 2,699 | 499 |
Deferred tax asset | 31,711 | 26,954 |
Deferred Tax Liabilities, Gross [Abstract] | ||
Right-of-use asset | (3,061) | (4,160) |
Basis difference in fixed assets and intangible assets | (3,097) | (1,990) |
Warranty receivables | (7,067) | (7,235) |
Deferred tax liability | (13,225) | (13,385) |
Net deferred tax asset | $ 18,486 | $ 13,569 |
Segment Reporting - Narrative (
Segment Reporting - Narrative (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 USD ($) segment | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Segment Reporting Information [Line Items] | |||
Number of geographic regions | segment | 6 | ||
Number of reportable segments | segment | 6 | ||
Cash and cash equivalents | $ 119,555 | $ 123,634 | $ 342,810 |
Goodwill | 68,639 | 68,639 | |
Corporate | |||
Segment Reporting Information [Line Items] | |||
Cash and cash equivalents | 65,200 | 40,300 | |
Florida | |||
Segment Reporting Information [Line Items] | |||
Goodwill | 47,900 | 47,900 | |
Arizona | |||
Segment Reporting Information [Line Items] | |||
Goodwill | $ 20,700 | $ 20,700 |
Segment Reporting - Revenue and
Segment Reporting - Revenue and Pretax Income by Segment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Segment Reporting Information [Line Items] | |||
Revenue | $ 1,209,947 | $ 1,446,449 | $ 1,023,304 |
Pretax income | 44,545 | 101,065 | 66,730 |
Corporate | |||
Segment Reporting Information [Line Items] | |||
Pretax income | (18,551) | (31,500) | (16,939) |
Arizona | |||
Segment Reporting Information [Line Items] | |||
Revenue | 288,552 | 317,160 | 340,767 |
Arizona | Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Pretax income | 6,097 | 18,232 | 25,681 |
California | |||
Segment Reporting Information [Line Items] | |||
Revenue | 439,939 | 503,832 | 557,182 |
California | Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Pretax income | 29,562 | 94,213 | 61,073 |
Colorado | |||
Segment Reporting Information [Line Items] | |||
Revenue | 7,410 | 0 | 0 |
Colorado | Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Pretax income | (1,404) | 0 | 0 |
Florida | |||
Segment Reporting Information [Line Items] | |||
Revenue | 468,210 | 474,779 | 93,632 |
Florida | Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Pretax income | 37,621 | 20,798 | (492) |
Metro New York | |||
Segment Reporting Information [Line Items] | |||
Revenue | 1,649 | 111,423 | 0 |
Metro New York | LS-NJ Port Imperial JV LLC and LS-Boston Point LLC | |||
Segment Reporting Information [Line Items] | |||
Equity in net (loss) income from investment in unconsolidated joint ventures | 1,300 | ||
Metro New York | Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Pretax income | (2,790) | (520) | (2,154) |
Texas | |||
Segment Reporting Information [Line Items] | |||
Revenue | 4,187 | 39,255 | 31,723 |
Texas | Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Pretax income | $ (5,990) | $ (158) | $ (439) |
Segment Reporting - Assets by S
Segment Reporting - Assets by Segment (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Segment Reporting Information [Line Items] | ||
Total assets | $ 1,471,232 | $ 1,440,496 |
Corporate | ||
Segment Reporting Information [Line Items] | ||
Total assets | 100,894 | 74,914 |
Arizona | Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Total assets | 336,424 | 357,788 |
California | Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Total assets | 479,218 | 513,549 |
Colorado | Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Total assets | 27,240 | 0 |
Florida | Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Total assets | 425,154 | 422,045 |
Metro New York | Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Total assets | 42,047 | 45,277 |
Texas | Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Total assets | $ 60,255 | $ 26,923 |
Fair Value - Schedule of Fair V
Fair Value - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Carrying | Senior notes | ||
Liabilities: | ||
Long-term debt | $ 250,000 | $ 0 |
Carrying | Line of credit facility | ||
Liabilities: | ||
Long-term debt | 315,000 | 514,300 |
Fair Value | Level 2 | Senior notes | ||
Liabilities: | ||
Long-term debt | 257,500 | 0 |
Fair Value | Level 2 | Line of credit facility | ||
Liabilities: | ||
Long-term debt | $ 315,000 | $ 514,300 |
Fair Value - Narrative (Details
Fair Value - Narrative (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Real estate inventories impairment | $ 0 | $ 0 | ||
California | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Real estate inventories, carrying value | 24,100,000 | |||
Real estate inventories impairment | 4,700,000 | |||
Level 3 | Real Estate | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Real estate inventories impairment | $ 4,700,000 | 4,700,000 | ||
Fair value of inventory after impairment | $ 19,363,000 | |||
Level 3 | California | Real Estate | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Fair value of inventory after impairment | $ 19,400,000 | |||
Level 3 | Fair Value, Recurring | California | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Real estate inventories impairment | $ 0 | $ 0 |
Fair Value - Schedule of Warran
Fair Value - Schedule of Warrant Liability (Details) - Fair Value, Recurring - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | ||
Beginning balance | $ 0 | $ 9,185 |
Changes in fair value | 0 | 7,315 |
Repurchases of warrants | 0 | (16,500) |
Ending balance | $ 0 | $ 0 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Performance measured by adjusted earnings per share | 3 years | ||
Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period (in years) | 3 years | ||
Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period (in years) | 5 years | ||
Common Stock | Landsea Homes Corporation 2020 Stock Incentive Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares authorized (in shares) | 6,000,000 | ||
Number of shares available for future issuance (in shares) | 3,300,000 | ||
Performance Shares | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Performance range of target goals greater than | 200% | ||
Performance Shares | Executive Officer | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Performance measured by cumulative revenue and return on equity | 3 years | ||
Performance Shares | Minimum | Executive Officer | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Performance measured by cumulative revenue and return on equity | 3 years | ||
Performance Shares | Maximum | Executive Officer | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Performance measured by cumulative revenue and return on equity | 5 years | ||
Performance Shares | Landsea Homes Corporation 2020 Stock Incentive Plan | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Performance range of target goals | 50% | 50% | 50% |
Performance Shares | Landsea Homes Corporation 2020 Stock Incentive Plan | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Performance range of target goals | 200% | 400% | 200% |
Phantom Awards | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Cash paid for phantom stock awards | $ 2.9 | ||
Grants in period (in shares) | 200,000 | ||
Grant date value at the time of the merger | $ 1.9 | ||
Phantom Awards | General and Administrative Expense | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Accelerated vesting cost | $ 2.7 | ||
Restricted Stock Units and Performance Stock Units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Grants in period (in shares) | 298,000 | 1,135,000 | |
Restricted Stock Units and Performance Stock Units | General and Administrative Expense | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 3.1 | $ 3.6 | $ 5.8 |
Share-Based Payment Arrangement, Option | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total intrinsic value of options exercised (less than) | $ 0.1 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Compensation Expense (Details) - Restricted Stock Units and Performance Stock Units - $ / shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Awards | ||
Outstanding, beginning of the year (in shares) | 1,625 | 768 |
Grants in period (in shares) | 298 | 1,135 |
Vested (in shares) | (375) | (278) |
Forfeited (in shares) | (60) | 0 |
Outstanding, End of the year (in shares) | 1,488 | 1,625 |
Weighted Average Grant Date Fair Value | ||
Weighted Average Grand Date Fair Value Outstanding, beginning of the year (in dollars per share) | $ 8.82 | $ 9.43 |
Granted (in dollars per share) | 8.28 | 8.48 |
Vested (in dollars per share) | 8.68 | 9.19 |
Forfeited (in dollars per share) | 9.02 | 0 |
Weighted Average Grand Date Fair Value Outstanding, End of the year (in dollars per share) | $ 8.74 | $ 8.82 |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock Option Activity (Details) - Share-Based Payment Arrangement, Option - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Options | ||
Options outstanding, beginning balance (in shares) | 684,000 | |
Granted (in shares) | 228,000 | |
Exercised (in shares) | (4,000) | |
Forfeited (in shares) | (222,000) | |
Expired (in shares) | (2,000) | |
Options outstanding, ending balance (in shares) | 684,000 | 684,000 |
Options exercisable (in shares) | 316,000 | |
Weighted Average Exercise Price | ||
Weighted average exercise price, beginning balance (in dollars per share) | $ 8.82 | |
Granted (in dollars per share) | 6.46 | |
Exercised (in dollars per share) | 8.83 | |
Forfeited (in dollars per share) | 8.68 | |
Expired (in dollars per share) | 8.83 | |
Weighted average exercise price, ending balance (in dollars per share) | 8.08 | $ 8.82 |
Options exercisable (in dollars per share) | $ 8.82 | |
Weighted Average Remaining Contractual Term | ||
Weighted Average Remaining Contractual Term | 8 years 5 months 12 days | |
Options exercisable, Weighted average remaining contractual term | 8 years 18 days | |
Aggregate Intrinsic Value | ||
Aggregate intrinsic value | $ 3,462 | |
Options exercisable | $ 1,364 |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Unvested Outstanding RSUs and PSUs (Details) - Restricted Stock Units and Performance Stock Units shares in Thousands, $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unvested units (in shares) | shares | 1,488 |
Remaining cost on unvested units | $ | $ 2,017 |
Remaining vesting period (in years) | 3 years |
Stockholders' Equity (Details)
Stockholders' Equity (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | |||||||||||
Dec. 31, 2023 USD ($) segment $ / shares shares | Dec. 31, 2022 USD ($) shares | Dec. 31, 2021 USD ($) shares | Oct. 31, 2023 USD ($) | Jul. 31, 2023 USD ($) | Mar. 31, 2023 USD ($) | Jun. 30, 2022 USD ($) $ / shares shares | Jun. 01, 2022 shares | May 31, 2022 $ / shares | Apr. 30, 2022 USD ($) | Jan. 31, 2022 USD ($) | Jan. 07, 2021 stock $ / shares | |
Class of Stock [Line Items] | ||||||||||||
Common stock, shares authorized (in shares) | 500,000,000 | |||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | |||||||||||
Preferred stock, authorized shares (in shares) | 50,000,000 | 50,000,000 | ||||||||||
Common stock, shares issued (in shares) | 41,382,453 | 42,110,794 | 32,600,000 | |||||||||
Common stock, shares outstanding (in shares) | 36,520,894 | 40,884,268 | 32,600,000 | |||||||||
Preferred stock, shares outstanding (in shares) | 0 | |||||||||||
Number of common stock | stock | 2 | |||||||||||
Additional authorized repurchase amount | $ | $ 10,000 | $ 10,000 | ||||||||||
Stock repurchase program, authorized (in shares) | 5,625,352 | |||||||||||
Stock repurchase program, expired unused amount | $ | $ 9,700 | |||||||||||
Repurchase of common stock | $ | $ 34,738 | 40,547 | ||||||||||
Warrants outstanding (in shares) | 15,525,000 | |||||||||||
Total amount paid by company | $ | $ 0 | 16,500 | $ 0 | |||||||||
Share Repurchase Program | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Stock repurchase program, authorized amount | $ | $ 30,000 | $ 10,000 | ||||||||||
Remaining authorized repurchase amount | $ | $ 8,900 | $ 40,300 | $ 0 | |||||||||
Additional authorized repurchase amount | $ | $ 3,300 | |||||||||||
Stock repurchase program, authorized (in shares) | 4,398,826 | |||||||||||
Stock consideration, share price (in dollars per share) | $ / shares | $ 6.82 | |||||||||||
Additional authorized repurchase amount with no stated expiration date | $ | $ 20,000 | $ 10,000 | ||||||||||
Repurchase of common stock (in shares) | 3,635,033 | |||||||||||
Repurchase of common stock | $ | $ 34,400 | |||||||||||
Landsea Holding Share Repurchase Program | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Stock repurchase program, authorized amount | $ | $ 30,000 | |||||||||||
Stock repurchase program, authorized (in shares) | 4,400,000 | |||||||||||
Stock consideration, share price (in dollars per share) | $ / shares | $ 6.82 | $ 7.18 | ||||||||||
Public Warrants | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 1.15 | |||||||||||
Number of shares per warrant (in shares) | 0.1 | |||||||||||
Amendment distribution price per per warrant (in dollars per share) | $ / shares | $ 1.85 | |||||||||||
Total amount paid by company | $ | $ 28,700 | |||||||||||
Warrants outstanding, term (in years) | 5 years | |||||||||||
Minimum conversion price, per warrant (in dollars per share) | $ / shares | $ 0.01 | |||||||||||
Written notice, period | 30 days | |||||||||||
Stock price trigger (in dollars per share) | $ / shares | $ 18 | |||||||||||
Threshold trading days | segment | 20 | |||||||||||
Threshold consecutive trading days | segment | 30 | |||||||||||
Private Placement Warrants | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Stock repurchase program, authorized (in shares) | 2,800,000 | |||||||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 11.50 | $ 11.50 | ||||||||||
Number of shares per warrant (in shares) | 1 | |||||||||||
Private Placement Warrants | Share Repurchase Program | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Stock repurchase program, authorized amount | $ | $ 16,500 | |||||||||||
Stock consideration, share price (in dollars per share) | $ / shares | $ 3 | |||||||||||
Private Placement Warrants | Share Repurchase Program | Landsea Holdings | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Stock repurchase program, authorized amount | $ | $ 6,600 | |||||||||||
Stock repurchase program, authorized (in shares) | 2,200,000 | |||||||||||
Private Placement Warrants | Landsea Holding Share Repurchase Program | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Stock repurchase program, authorized amount | $ | $ 8,400 | |||||||||||
Stock repurchase program, authorized (in shares) | 5,500,000 | |||||||||||
Stock consideration, share price (in dollars per share) | $ / shares | $ 3 |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Numerator | |||
Net income attributable to Landsea Homes Corporation | $ 29,236 | $ 73,551 | $ 52,786 |
Less: undistributed earnings allocated to participating shares | 0 | (1,706) | (1,161) |
Net income attributable to common stockholders | $ 29,236 | $ 71,845 | $ 51,625 |
Denominator | |||
Weighted average common shares outstanding - basic (in shares) | 38,885,003 | 43,052,696 | 46,193,166 |
Adjustment for weighted average participating shares outstanding (in shares) | 0 | (1,000,000) | (994,444) |
Adjusted weighted average common shares outstanding under two class method - basic (in shares) | 38,885,003 | 42,052,696 | 45,198,722 |
Dilutive effect of share-based awards (in shares) | 191,319 | 146,766 | 51,996 |
Adjusted weighted average common shares outstanding under two class method - diluted (in shares) | 39,076,322 | 42,199,462 | 45,250,718 |
Earnings per share | |||
Basic (in dollars per share) | $ 0.75 | $ 1.71 | $ 1.14 |
Diluted (in dollars per share) | $ 0.75 | $ 1.70 | $ 1.14 |
Antidilutive securities excluded from computation of earnings per share, amount | 2,200,000 | 2,100,000 | 7,100,000 |
Supplemental Disclosures of C_3
Supplemental Disclosures of Cash Flow Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Supplemental disclosures of cash flow information | ||||
Interest paid, net of amounts capitalized | $ 0 | $ 0 | $ 32 | |
Income taxes paid | 15,617 | 40,367 | 7,575 | |
Supplemental disclosures of non-cash investing and financing activities | ||||
Transfer of deferred tax asset to Landsea Holdings | 0 | 0 | 11,785 | |
Conversion of deferred offering costs to additional paid-in-capital | 0 | 0 | 9,229 | |
Change in right-of-use assets for new, modified, or terminated operating leases | 226 | 7,380 | 6,688 | |
Cash, cash equivalents, and restricted cash reconciliation | ||||
Cash and cash equivalents | 119,555 | 123,634 | 342,810 | |
Restricted cash | 0 | 0 | 443 | |
Total cash, cash equivalents, and restricted cash shown in the consolidated statements of cash flows | $ 119,555 | $ 123,634 | $ 343,253 | $ 110,048 |
Subsequent Events (Details)
Subsequent Events (Details) - Antares Acquisition, LLC - Subsequent Event $ in Millions | 1 Months Ended |
Jan. 31, 2024 USD ($) | |
Subsequent Event [Line Items] | |
Cash consideration | $ 185 |
Payment of land related deposits | $ 20.5 |