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FALSE000172138600017213862023-08-012023-08-010001721386us-gaap:CommonClassAMemberexch:XNAS2023-08-012023-08-010001721386us-gaap:WarrantMemberexch:XNAS2023-08-012023-08-01

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 1, 2023
LANDSEA HOMES CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 001-38545 82-2196021
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation) File Number) Identification Number)
1717 McKinney Avenue, Suite 1000
Dallas, TX
75202
(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (949) 345-8080
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s)   Name of each exchange on which registered
Common Stock, par value $0.0001 per share LSEA  
The Nasdaq Capital Market
Warrants exercisable for Common Stock LSEAW  
The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 2.02 Results of Operations and Financial Condition.

On August 1, 2023, Landsea Homes Corporation (the “Company”) issued a press release announcing its financial results and operational highlights for the Company as of and for the period ended June 30, 2023. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K (this “Report”) and incorporated herein by reference.

The information under Item 2.02 of this Report, including Exhibit 99.1, attached hereto, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Exchange Act or Securities Act of 1933, as amended, expect as expressly set forth by specific reference in such a filing.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.    Description

99.1        Press Release Dated August 1, 2023.

104        Cover Page Interactive Data File (embedded within the Inline XBRL document).





SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Landsea Homes Corporation
Date: August 1, 2023 By: /s/ Chris Porter
Chris Porter
Chief Financial Officer


EX-99.1 2 lsea20230630pressrelease.htm EX-99.1 Document
Exhibit 99.1
image.jpg




Landsea Homes Reports Second Quarter 2023 Results

Second Quarter 2023 Highlights

•Net income attributable to Landsea Homes of $4.9 million, or $0.12 per diluted share
•Total revenue of $293.2 million
•Pretax income of $7.5 million
•Adjusted EBITDA of $27.0 million
•Total homes delivered of 539
•Net new home orders increased 5% to 565 with an order value of $324.4 million
•Quarter-end homes in backlog of 722 for a total of $455.8 million
•Repurchased 969,000 shares of common stock for $7.5 million
•Book value per share of $16.77

Dallas, Texas – August 1, 2023 – Landsea Homes Corporation (Nasdaq: LSEA) (“Landsea Homes” or the “Company”), a publicly traded homebuilder, reported financial results for the second quarter ended June 30, 2023. For the quarter, the Company reported pretax net income of $7.5 million, and net income of $4.9 million, or $0.12 per share. Prior year reported pretax net income was $23.2 million with net income of $14.9 million, or $0.34 per share. Adjusted net income (a non-GAAP measure) was $13.0 million or $0.33 per share. For the prior year period adjusted net income was $30.8 million, or $0.71 per share.

Management Commentary

“Landsea Homes made solid progress on a number of fronts in the second quarter of 2023, generating healthy profits and strong order results while executing on its long-term strategy of continued market expansion”, said John Ho, Landsea Homes’ Chief Executive Officer. “We recorded net income of $4.9 million for the quarter, or $0.12 per diluted share, largely driven by a new home delivery total that came in well in excess of our stated guidance. We were able to sell and close homes in a more timely manner during the quarter thanks in large part to improvements we’ve seen with the supply chain and product availability. We are optimistic that we’ll see further improvement in the back half of the year.”

Mr. Ho continued, “We remain focused on scaling our operations in high-growth markets to achieve better economies of scale. To that end, we announced the closing of a $250.0 million private placement notes offering last month, which will provide us with the necessary capital to fuel the next phase of our company’s growth. We have made great strides in establishing a significant presence in our markets through both acquisitions and organic growth, and we look forward to building on that success in the near future.”




Landsea Homes Corporation
Consolidated Balance Sheets - Unaudited
Mr. Ho concluded, “We believe that housing industry fundamentals continue to favor the new home market due to a lack of existing home inventory, and that Landsea is well positioned to capitalize on this dynamic. We have strategically expanded into some of the best and fastest growing MSAs in the country with great long-term demand outlooks. In addition, our High-Performance Home series is designed to stand out from the competition and appeal to today’s entry level and first move-up buyer. As a result, I remain confident in our company’s prospects for the remainder of the year and beyond.”

Operating Results

Total revenue was $293.2 million in the second quarter, down 20.5% compared to the second quarter of 2022, primarily driven by a 5.8% decrease in homes closed and a 11.7% decrease in average sales price.

New homes delivered totaled 539 homes at an average sales price of $541,000 compared to 572 homes delivered at an average sales price of $613,000 in the second quarter of 2022.

Net new home orders were 565 homes with a dollar value of $324.4 million, an average sales price of $574,000 and a monthly absorption rate of 3.3 sales per active community. This compares to 538 homes with a dollar value of $322.5 million, an average sales price of $599,000 and a monthly absorption rate of 3.3 sales per active community in the prior year period. Strong demand continued throughout the quarter and into July. As a percentage of gross orders, cancellations equaled 11.0% as compared to 15.9% in the prior quarter and 11.1% a year ago.

Total homes in backlog were 722 homes with a dollar value of $455.8 million and an average sales price of $631,000 at June 30, 2023. This compares to 1,571 homes with a dollar value of $902.1 million and an average sales price of $574,000 at June 30, 2022.

Total lots owned or controlled at June 30, 2023, was 11,008 compared to 13,017 at June 30, 2022. We continue to leverage our asset-light strategy, controlling 54.4% of our lots at the end of the second quarter of 2023.

Home sales gross margin was 17.4% compared to 21.3% in the prior year period. Excluding a $4.7 million inventory impairment, our home sales gross margin was 19.0%. Adjusted home sales gross margin (a non-GAAP measure) was 23.5% compared to 29.1% in the prior year period. The decrease was primarily attributed to the increase in sales discounts and incentives.

Net income attributable to Landsea Homes was $4.9 million compared to $14.9 million in the prior year period. Adjusted net income attributable to Landsea Homes (a non-GAAP measure) was $13.0 million compared to $30.8 million in the prior year period. Net income per share on a fully diluted basis was $0.12 compared to $0.34 in the second quarter of 2022. Adjusted net income per share (a non-GAAP measure) on a fully diluted basis was $0.33 compared to $0.71 in the second quarter of 2022.

Adjusted EBITDA (a non-GAAP measure) was $27.0 million compared to $56.6 million in the prior year period.




Landsea Homes Corporation
Consolidated Balance Sheets - Unaudited
Balance Sheet

As of June 30, 2023, the Company had total liquidity of $261.1 million consisting of cash and cash equivalents and cash held in escrow of $76.1 million and $185.0 million in availability under the Company’s $675.0 million unsecured revolving credit facility. Total debt was $482.7 million compared to $505.4 million at December 31, 2022.

Landsea Homes’ ratio of debt to capital was 40.4% at June 30, 2023 and the Company’s net debt to total capital (a non-GAAP measure) was 34.0% at June 30, 2023.

2023 Outlook

Third quarter 2023
•New home deliveries anticipated to be in the range of 400 to 475
•Delivery ASPs expected to be in the range of $535,000 to $545,000
•Home sales gross margin of approximately 19%

Full year 2023
•New home deliveries anticipated to be in the range of 1,900 to 2,100
•Delivery ASPs expected to be in the range of $550,000 to $560,000

Conference Call

The Company will hold a conference call today at 9:00 a.m. Central Time (10:00 a.m. Eastern time) to discuss its second quarter 2023 results.

•Toll-free dial-in number: 1-877-704-4453
•International dial-in number: 1-201-389-0920

The conference call will be broadcast live and available for replay here and via the Investors section of the Landsea Homes website at https://ir.landseahomes.com/.

A replay of the conference call will be available after 1:00 p.m. Eastern time on the same day through the same time on August 15, 2023.

Replay Details:

•Toll-free replay number: 1-844-512-2921
•International replay number: 1-412-317-6671
•Replay ID: 13740019

About Landsea Homes

Landsea Homes Corporation (Nasdaq: LSEA) is a publicly traded residential homebuilder based in Dallas, Texas that designs and builds best-in-class homes and sustainable master-planned communities in some of the nation's most desirable markets.



Landsea Homes Corporation
Consolidated Balance Sheets - Unaudited
The company has developed homes and communities in New York, Boston, New Jersey, Arizona, Florida, Texas and throughout California in Silicon Valley, Los Angeles and Orange County. Landsea Homes was named the 2022 winner of the prestigious Builder of the Year award, presented by BUILDER magazine, in recognition of a historical year of transformation.

An award-winning homebuilder that builds suburban, single-family detached and attached homes, mid-and high-rise properties, and master-planned communities, Landsea Homes is known for creating inspired places that reflect modern living and provides homebuyers the opportunity to "Live in Your Element." Our homes allow people to live where they want to live, how they want to live – in a home created especially for them.

Driven by a pioneering commitment to sustainability, Landsea Homes' High Performance Homes are responsibly designed to take advantage of the latest innovations with home automation technology supported by Apple®. Homes include features that make life easier and provide energy savings that allow for more comfortable living at a lower cost through sustainability features that contribute to healthier living for both homeowners and the planet.

Led by a veteran team of industry professionals who boast years of worldwide experience and deep local expertise, Landsea Homes is committed to positively enhancing the lives of our homebuyers, employees and stakeholders by creating an unparalleled lifestyle experience that is unmatched.

For more information on Landsea Homes, visit: www.landseahomes.com.

Forward-Looking Statements

Certain statements in this press release may constitute “forward-looking statements” within the meaning of the federal securities laws, including, but not limited to, our expectations for future financial performance, business strategies or expectations for our business. These statements constitute projections, forecasts, and forward-looking statements, and are not guarantees of performance. Landsea Homes cautions that forward-looking statements are subject to numerous assumptions, risks and uncertainties, which change over time. Words such as “may,” “can,” “should,” “will,” “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “target,” “look” or similar expressions may identify forward-looking statements. Specifically, forward-looking statements may include statements relating to the future financial performance of Landsea Homes; changes in the market for Landsea Homes’ products and services; and other expansion plans and opportunities.

These forward-looking statements are based on information available as of the date of this press release and our management’s current expectations, forecasts, and assumptions, and involve a number of judgments, risks and uncertainties that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements.

These risks and uncertainties include, but are not limited to, the risk factors described by Landsea Homes in its filings with the Securities and Exchange Commission (“SEC”). These risk factors and those identified elsewhere in this press release, among others, could cause actual results to differ materially from historical performance and include, but are not limited to:



Landsea Homes Corporation
Consolidated Balance Sheets - Unaudited
•the cyclical nature of our industry and the possibility that adverse changes in general and local economic conditions could reduce the demand for homes;
•our ability to develop communities successfully and in a timely manner;
•changes in the terms and availability of mortgage financing, interest rates, federal lending programs, and tax laws, affecting the demand for and the ability of our homebuyers to complete the purchase of a home;
•our geographic concentration, which could materially and adversely affect us if the homebuilding industry in our current markets should experience a decline;
•the potential for adverse weather and geological conditions to increase costs, cause project delays or reduce consumer demand for housing;
•our ability to promptly sell one or more properties for reasonable prices in response to changing economic, financial and investment conditions, and the risk that we may be forced to hold non-income producing properties for extended periods of time;
•our reliance on third-party skilled labor, suppliers and long supply chains;
•the dependence of our long-term sustainability and growth upon our ability to acquire lots that are either developed or have the approvals necessary for us to develop them; and
•the other risks and uncertainties indicated in Landsea Homes’ SEC reports or documents filed or to be filed with the SEC by Landsea Homes.

Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and you should not place undue reliance on these forward-looking statements in deciding whether to invest in our securities. We do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

###

Investor Relations Contact:
Drew Mackintosh
Mackintosh Investor Relations, LLC
drew@mackintoshir.com
(310) 924-9036

Media Contact:
Annie Noebel
Cornerstone Communications
anoebel@cornerstonecomms.com
(949) 449-2527




Landsea Homes Corporation
Consolidated Balance Sheets - Unaudited

June 30, 2023 December 31, 2022
(dollars in thousands)
Assets
Cash and cash equivalents $ 74,186  $ 123,634 
Cash held in escrow 1,904  17,101 
Real estate inventories 1,125,109  1,093,369 
Due from affiliates 4,110  3,744 
Goodwill 68,639  68,639 
Other assets 132,623  134,009 
Total assets $ 1,406,571  $ 1,440,496 
Liabilities
Accounts payable $ 72,899  $ 74,445 
Accrued expenses and other liabilities 138,446  149,426 
Due to affiliates 884  884 
Notes and other debts payable, net  482,736  505,422 
Total liabilities 694,965  730,177 
Commitments and contingencies
Equity
Stockholders’ equity:
Preferred stock, $0.0001 par value, 50,000,000 shares authorized, none issued and outstanding as of June 30, 2023 and December 31, 2022, respectively
—  — 
Common stock, $0.0001 par value, 500,000,000 shares authorized, 41,378,576 issued and 39,183,181 outstanding as of June 30, 2023, 42,110,794 issued and 40,884,268 outstanding as of December 31, 2022
Additional paid-in capital 490,741  497,598 
Retained earnings 166,513  158,348 
Total stockholders’ equity 657,258  655,950 
Noncontrolling interests 54,348  54,369 
Total equity 711,606  710,319 
Total liabilities and equity $ 1,406,571  $ 1,440,496 



Landsea Homes Corporation
Consolidated Statements of Operations - Unaudited
Three Months Ended June 30, Six Months Ended June 30,
2023 2022 2023 2022
(dollars in thousands, except per share amounts)
Revenue
Home sales $ 291,512  $ 350,807  $ 532,137  $ 648,773 
Lot sales and other 1,732  17,872  2,847  36,133 
Total revenues 293,244  368,679  534,984  684,906 
 
Cost of sales
Home sales 240,835  276,156  437,889  511,858 
Lot sales and other 1,748  14,438  2,461  29,809 
Total cost of sales 242,583  290,594  440,350  541,667 
 
Gross margin
Home sales 50,677  74,651  94,248  136,915 
Lot sales and other (16) 3,434  386  6,324 
Total gross margin 50,661  78,085  94,634  143,239 
 
Sales and marketing expenses 18,334  24,155  34,742  43,303 
General and administrative expenses 25,980  27,037  48,760  49,623 
Total operating expenses 44,314  51,192  83,502  92,926 
 
Income from operations 6,347  26,893  11,132  50,313 
 
Other income (loss), net 1,159  (1,907) 2,114  (1,644)
Loss on remeasurement of warrant liability —  (1,760) —  (7,315)
Pretax income 7,506  23,226  13,246  41,354 
 
Provision for income taxes 1,640  8,372  3,257  13,439 
 
Net income 5,866  14,854  9,989  27,915 
Net income (loss) attributable to noncontrolling interests 919  (81) 1,824  (85)
Net income attributable to Landsea Homes Corporation $ 4,947  $ 14,935  $ 8,165  $ 28,000 
 
Income per share:
Basic $ 0.12  $ 0.34  $ 0.20  $ 0.62 
Diluted $ 0.12  $ 0.34  $ 0.20  $ 0.62 
 
Weighted average common shares outstanding:
Basic 39,891,982  43,081,762  39,944,549  44,208,307 
Diluted 39,971,731  43,200,467  40,059,731  44,383,407 



Home Deliveries and Home Sales Revenue
Three Months Ended June 30,
2023 2022 % Change
Homes Dollar Value ASP Homes Dollar Value ASP Homes Dollar Value ASP
(dollars in thousands)
Arizona 160  $ 70,590  $ 441  154  $ 69,176  $ 449  % % (2) %
California 115  99,516  865  133  107,687  810  (14) % (8) % %
Florida 264  121,406  460  252  109,084  433  % 11  % %
Metro New York —  —  N/A 28  59,926  2,140  N/A N/A N/A
Texas —  —  N/A 4,934  987  N/A N/A N/A
Total 539  $ 291,512  $ 541  572  $ 350,807  $ 613  (6) % (17) % (12) %
Six Months Ended June 30,
2023 2022 % Change
Homes Dollar Value ASP Homes Dollar Value ASP Homes Dollar Value ASP
(dollars in thousands)
Arizona 330  $ 143,124  $ 434  297  $ 131,191  $ 442  11  % % (2) %
California 200  166,774  834  261  223,239  855  (23) % (25) % (2) %
Florida 476  216,396  455  523  215,625  412  (9) % —  % 10  %
Metro New York 1,649  1,649  32  67,626  2,113  (97) % (98) % (22) %
Texas 4,194  1,049  11  11,092  1,008  (64) % (62) % %
Total 1,011  $ 532,137  $ 526  1,124  $ 648,773  $ 577  (10) % (18) % (9) %
Net New Home Orders, Dollar Value of Orders, and Monthly Absorption Rates
Three Months Ended June 30,
2023 2022 % Change
Homes Dollar Value ASP Monthly Absorption Rate Homes Dollar Value ASP Monthly Absorption Rate Homes Dollar Value ASP Monthly Absorption Rate
(dollars in thousands)
Arizona 186  $ 79,263  $ 426  3.6  133  $ 64,962  $ 488  3.4  40  % 22  % (13  %) %
California 216  181,466  840  5.9  115  112,070  975  3.5  88  % 62  % (14  %) 69  %
Florida 163  63,686  391  1.9  287  139,692  487  3.6  (43) % (54) % (20  %) (47) %
Metro New York(1)
—  —  N/A —  —  2,874  N/A —  N/A N/A N/A N/A
Texas —  —  N/A —  2,914  971  0.5  N/A N/A N/A N/A
Total 565  324,415  $ 574  3.3  538  322,512  $ 599  3.3  % % (4) % —  %
(1)    During the three months ended June 30, 2022, the Metro New York segment had one cancellation and one sale.



Six Months Ended June 30,
2023 2022 % Change
Homes Dollar Value ASP Monthly Absorption Rate Homes Dollar Value ASP Monthly Absorption Rate Homes Dollar Value ASP Monthly Absorption Rate
(dollars in thousands)
Arizona 338  $ 142,008  $ 420  3.4  272  $ 139,023  $ 511  3.9  24  % % (18) % (13) %
California 380  317,693  836  5.3  289  274,245  949  4.3  31  % 16  % (12) % 23  %
Florida 341  143,024  419  2.0  594  279,056  470  3.6  (43) % (49) % (11) % (44) %
Metro New York —  —  N/A —  13  37,190  2,861  2.2  N/A N/A N/A N/A
Texas 4,194  1,049  1.3  7,096  1,014  0.5  (43) % (41) % % 160  %
Total 1,063  $ 606,919  $ 571  3.1  1,175  $ 736,610  $ 627  3.6  (10) % (18) % (9) % (14) %
Average Selling Communities
Three Months Ended June 30, Six Months Ended June 30,
2023 2022 % Change 2023 2022 % Change
Arizona 17.0  13.0  31  % 16.5  11.5  43  %
California 12.3  11.0  12  % 12.0  11.3  %
Florida 28.0  26.7  % 28.8  27.7  %
Metro New York —  1.0  (100) % —  1.0  (100) %
Texas —  2.0  (100) % 0.5  2.5  (80) %
Total 57.3  53.7  % 57.8  54.0  %
Backlog
June 30, 2023 June 30, 2022 % Change
Homes Dollar Value ASP Homes Dollar Value ASP Homes Dollar Value ASP
(dollars in thousands)
Arizona 113  $ 48,871  $ 432  397  $ 189,064  $ 476  (72) % (74) % (9) %
California 259  229,365  886  284  277,382  977  (9) % (17) % (9) %
Florida 350  177,525  507  876  407,066  465  (60) % (56) % %
Metro New York —  —  N/A 20,251  3,375  N/A N/A N/A
Texas —  —  N/A 8,352  1,044  N/A N/A N/A
Total 722  $ 455,761  $ 631  1,571  $ 902,115  $ 574  (54) % (49) % 10  %



Lots Owned or Controlled
June 30, 2023 June 30, 2022
Lots Owned Lots Controlled Total Lots Owned Lots Controlled Total % Change
Arizona 2,040  1,389  3,429  2,362  2,285  4,647  (26) %
California 574  1,708  2,282  684  2,078  2,762  (17) %
Florida 2,366  1,687  4,053  1,690  2,954  4,644  (13) %
Metro New York —  18  —  18  (89) %
Texas 38  1,204  1,242  28  918  946  31  %
Total 5,020  5,988  11,008  4,782  8,235  13,017  (15) %
Home Sales Gross Margins
Home sales gross margin measures the price achieved on delivered homes compared to the costs needed to build the home. In the following table, we calculate gross margins adjusting for interest in cost of sales, inventory impairments, and purchase price accounting for acquired work in process inventory. This non-GAAP financial measure should not be used as a substitute for the Company's operating results in accordance with GAAP. An analysis of any non-GAAP financial measure should be used in conjunction with results presented in accordance with GAAP. We believe the below information is meaningful as it isolates the impact that indebtedness, impairments, and acquisitions have on our gross margins and allows for comparability to previous periods and competitors.

Three Months Ended June 30,
2023 % 2022 %
(dollars in thousands)
Home sales revenue $ 291,512  100.0  % $ 350,807  100.0  %
Cost of home sales 240,835  82.6  % 276,156  78.7  %
Home sales gross margin 50,677  17.4  % 74,651  21.3  %
Add: Interest in cost of home sales 7,276  2.5  % 14,704  4.2  %
Add: Real estate inventories impairment 4,700  1.6  % —  —  %
Adjusted home sales gross margin excluding interest and real estate inventories impairment 62,653  21.5  % 89,355  25.5  %
Add: Purchase price accounting for acquired inventory 5,710  2.0  % 12,812  3.7  %
Adjusted home sales gross margin excluding interest, real estate inventories impairment, and purchase price accounting for acquired inventory $ 68,363  23.5  % $ 102,167  29.1  %



Six Months Ended June 30,
2023 % 2022 %
(dollars in thousands)
Home sales revenue $ 532,137  100.0  % $ 648,773  100.0  %
Cost of home sales 437,889  82.3  % 511,858  78.9  %
Home sales gross margin 94,248  17.7  % 136,915  21.1  %
Add: Interest in cost of home sales 11,818  2.2  % 21,086  3.3  %
Add: Real estate inventories impairment 4,700  0.9  % —  —  %
Adjusted home sales gross margin excluding interest and real estate inventories impairment 110,766  20.8  % 158,001  24.4  %
Add: Purchase price accounting for acquired inventory 10,195  1.9  % 30,550  4.7  %
Adjusted home sales gross margin excluding interest, real estate inventories impairment, and purchase price accounting for acquired inventory $ 120,961  22.7  % $ 188,551  29.1  %
EBITDA and Adjusted EBITDA
The following table presents EBITDA and Adjusted EBITDA for the three months ended June 30, 2023 and 2022. Adjusted EBITDA is a non-GAAP financial measure used by management in evaluating operating performance. We define Adjusted EBITDA as net income before (i) income tax expense (benefit), (ii) interest expenses, (iii) depreciation and amortization, (iv) inventory impairments, (v) purchase accounting adjustments for acquired work in process inventory related to business combinations, (vi) loss (gain) on debt extinguishment or forgiveness, (vii) transaction costs related to the Merger and business combinations, (viii) write-off of deferred offering costs, (ix) abandoned projects costs, (x) the impact of income or loss allocations from our unconsolidated joint ventures, and (xi) loss on remeasurement of warrant liability. We believe Adjusted EBITDA provides an indicator of general economic performance that is not affected by fluctuations in interest, effective tax rates, levels of depreciation and amortization, and items considered to be non-recurring. The economic activity related to our unconsolidated joint ventures is not core to our operations and is the reason we have excluded those amounts. Accordingly, we believe this measure is useful for comparing our core operating performance from period to period. Our presentation of Adjusted EBITDA should not be considered as an indication that our future results will be unaffected by unusual or non-recurring items.



Three Months Ended June 30,
2023 2022
(dollars in thousands)
Net income $ 5,866  $ 14,854 
Provision for income taxes 1,640  8,372 
Interest in cost of sales 7,319  14,737 
Interest relieved to equity in net income of unconsolidated joint ventures —  35 
Depreciation and amortization expense 1,139  1,440 
EBITDA 15,964  39,438 
Real estate inventories impairment
4,700  — 
Purchase price accounting in cost of home sales 5,710  12,812 
Transaction costs 18  257 
Write-off of offering costs 436  — 
Abandoned project costs 197  — 
Equity in net income of unconsolidated joint ventures, excluding interest relieved —  (105)
Loss on debt extinguishment or forgiveness —  2,476 
Loss on remeasurement of warrant liability —  1,760 
Adjusted EBITDA $ 27,025  $ 56,638 
Six Months Ended June 30,
2023 2022
(dollars in thousands)
Net income $ 9,989  $ 27,915 
Provision for income taxes 3,257  13,439 
Interest in cost of sales 11,872  21,126 
Interest relieved to equity in net income of unconsolidated joint ventures —  70 
Depreciation and amortization expense 2,557  3,063 
EBITDA 27,675  65,613 
Real estate inventories impairment
4,700  — 
Purchase price accounting in cost of home sales 10,195  30,550 
Transaction costs 33  1,205 
Write-off of offering costs 436  — 
Abandoned project costs 312  — 
Equity in net income of unconsolidated joint ventures, excluding interest relieved —  (139)
Loss on debt extinguishment or forgiveness —  2,496 
Loss on remeasurement of warrant liability —  7,315 
Adjusted EBITDA $ 43,351  $ 107,040 
Adjusted Net Income
Adjusted Net Income attributable to Landsea Homes is a non-GAAP financial measure that we believe is useful to management, investors and other users of our financial information in evaluating and understanding our operating results without the effect of certain expenses that were historically pushed down by our parent company and other non-recurring items. We believe excluding these items provides a more comparable assessment of our financial results from period to period.



Adjusted Net Income attributable to Landsea Homes is calculated by excluding the effects of related party interest that was pushed down by our parent company, purchase accounting adjustments for acquired work in process inventory related to business combinations, the impact from our unconsolidated joint ventures, Merger related transaction costs, loss (gain) on debt extinguishment or forgiveness, inventory impairment, and loss on remeasurement of warrant liability, and tax-effected using a blended statutory tax rate. The economic activity related to our unconsolidated joint ventures is not core to our operations and is the reason we have excluded those amounts. We also adjust for the expense of related party interest pushed down from our parent company as we have no obligation to repay the debt and related interest.
Three Months Ended June 30,
2023 2022
(dollars in thousands, except share and per share amounts)
Net income attributable to Landsea Homes Corporation $ 4,947  $ 14,935 
Real estate inventories impairment 4,700  — 
Pre-Merger capitalized related party interest included in cost of sales 545  1,600 
Equity in net income of unconsolidated joint ventures —  (70)
Purchase price accounting for acquired inventory 5,710  12,812 
Loss on debt extinguishment or forgiveness —  2,476 
Loss on remeasurement of warrant liability —  1,760 
Total adjustments 10,955  18,578 
Tax-effected adjustments (1)
8,075  16,566 
Adjusted net income attributable to Landsea Homes Corporation $ 13,022  $ 31,501 
Net income attributable to Landsea Homes Corporation $ 4,947  $ 14,935 
Less: undistributed earnings allocated to participating shares —  (339)
Net income attributable to common stockholders $ 4,947  $ 14,596 
Adjusted net income attributable to Landsea Homes Corporation $ 13,022  $ 31,501 
Less: adjusted undistributed earnings allocated to participating shares —  (715)
Adjusted net income attributable to common stockholders $ 13,022  $ 30,786 
Earnings per share
Basic $ 0.12  $ 0.34 
Diluted $ 0.12  $ 0.34 
Adjusted earnings per share
Basic $ 0.33  $ 0.71 
Diluted $ 0.33  $ 0.71 
Weighted average common shares outstanding used in EPS - basic 39,891,982  43,081,762 
Weighted average common shares outstanding used in EPS - diluted 39,971,731  43,200,467 
(1)    Our tax-effected adjustments are based on our federal rate and a blended state rate adjusted for certain discrete items.



Six Months Ended June 30,
2023 2022
(dollars in thousands, except share and per share amounts)
Net income attributable to Landsea Homes Corporation $ 8,165  $ 28,000 
Real estate inventories impairment 4,700  — 
Pre-Merger capitalized related party interest included in cost of sales 1,263  3,117 
Equity in net income of unconsolidated joint ventures —  (69)
Purchase price accounting for acquired inventory 10,195  30,550 
Loss on debt extinguishment or forgiveness —  2,496 
Loss on remeasurement of warrant liability —  7,315 
Total adjustments 16,158  43,409 
Tax-effected adjustments (1)
11,910  36,272 
Adjusted net income attributable to Landsea Homes Corporation $ 20,075  $ 64,272 
Net income attributable to Landsea Homes Corporation $ 8,165  $ 28,000 
Less: undistributed earnings allocated to participating shares —  (619)
Net income attributable to common stockholders $ 8,165  $ 27,381 
Adjusted net income attributable to Landsea Homes Corporation $ 20,075  $ 64,272 
Less: adjusted undistributed earnings allocated to participating shares —  (1,420)
Adjusted net income attributable to common stockholders $ 20,075  $ 62,852 
Earnings per share
Basic $ 0.20  $ 0.62 
Diluted $ 0.20  $ 0.62 
Adjusted earnings per share
Basic $ 0.50  $ 1.42 
Diluted $ 0.50  $ 1.42 
Weighted shares outstanding
Weighted average common shares outstanding used in EPS - basic 39,944,549  44,208,307 
Weighted average common shares outstanding used in EPS - diluted 40,059,731  44,383,407 
(1)    Our tax-effected adjustments are based on our federal rate and a blended state rate adjusted for certain discrete items.



Net Debt to Total Capital
The following table presents the ratio of debt to capital as well as the ratio of net debt to total capital which is a non-GAAP financial measure. The ratio of debt to capital is computed as the quotient obtained by dividing total debt, net of issuance costs, by total capital (sum of total debt, net of issuance costs, plus total equity).
The non-GAAP ratio of net debt to total capital is computed as the quotient obtained by dividing net debt (which is total debt, net of issuance costs, less cash, cash equivalents, and restricted cash as well as cash held in escrow to the extent necessary to reduce the debt balance to zero) by total capital. The most comparable GAAP financial measure is the ratio of debt to capital. We believe the ratio of net debt to total capital is a relevant financial measure for investors to understand the leverage employed in our operations and as an indicator of our ability to obtain financing. We believe that by deducting our cash from our debt, we provide a measure of our indebtedness that takes into account our cash liquidity. We believe this provides useful information as the ratio of debt to capital does not take into account our liquidity and we believe that the ratio of net debt to total capital provides supplemental information by which our financial position may be considered.
See table below reconciling this non-GAAP measure to the ratio of debt to capital.
June 30, 2023 December 31, 2022
(dollars in thousands)
Total notes and other debts payable, net $ 482,736  $ 505,422 
Total equity 711,606  710,319 
Total capital $ 1,194,342  $ 1,215,741 
Ratio of debt to capital 40.4  % 41.6  %
Total notes and other debts payable, net $ 482,736  $ 505,422 
Less: cash, cash equivalents, and restricted cash 74,186  123,634 
Less: cash held in escrow 1,904  17,101 
Net debt 406,646  364,687 
Total capital $ 1,194,342  $ 1,215,741 
Ratio of net debt to total capital 34.0  % 30.0  %