LANDSEA HOMES CORP Management’s Discussion and Analysis of Financial Condition and Results of Operations (Form 10-Q)


The following discussion should be read in conjunction with and is qualified in
its entirety by the consolidated financial statements and notes thereto included
elsewhere in this document. This item contains forward-looking statements that
involve risks and uncertainties. Actual results may differ materially from those
indicated in such forward-looking statements. Factors that may cause such a
difference include, but are not limited to, those discussed in the section
entitled "Risk Factors" of our Annual Report on Form 10-K, filed with the
Securities and Exchange Commission (the "SEC") on March 16, 2022. This section
discusses certain items in the three month periods ended March 31, 2022 and 2021
and year-to-year comparisons between those periods.


                                     - 20 -

--------------------------------------------------------------------------------

Consolidated financial data

The following table summarizes our unaudited operating results for the three months ended March 31, 2022 and 2021.

                                                                     Three Months Ended
                                                                         March 31,
                                                                               2022                   2021
                                                                   (dollars in thousands,
                                                                      except per share
                                                                          amounts)
Revenue
Home sales                                                                $    297,966          $     154,765
Lot sales and other                                                             18,261                  5,654
Total revenue                                                                  316,227                160,419

Cost of sales
Home sales                                                                     235,702                136,841
Inventory impairments                                                                -                      -
Lot sales and other                                                             15,371                  4,780
Total cost of sales                                                            251,073                141,621

Gross margin
Home sales                                                                      62,264                 17,924
Lot sales and other                                                              2,890                    874
Total gross margin                                                              65,154                 18,798

Sales and marketing expenses                                                    19,148                  9,931
General and administrative expenses                                             22,586                 14,986
Total operating expenses                                                        41,734                 24,917

Income (loss) from operations                                                   23,420                 (6,119)

Other income, net                                                                  264                    (61)
Equity in net loss of unconsolidated joint ventures                                 (1)                   (21)
Loss on remeasurement of warrant liability                                      (5,555)                (4,950)
Pretax income (loss)                                                            18,128                (11,151)

Provision (benefit) for income taxes                                             5,067                 (4,065)

Net income (loss)                                                               13,061                 (7,086)
Net loss attributable to noncontrolling interests                                   (4)                   (12)
Net income (loss) attributable to Landsea Homes Corporation               $     13,065          $      (7,074)

Income (loss) per share:
Basic                                                                     $       0.28          $       (0.16)
Diluted                                                                   $       0.28          $       (0.16)

Weighted average common shares outstanding:
Basic                                                                       45,347,369             44,245,847
Diluted                                                                     45,508,556             44,245,847



                                     - 21 -
--------------------------------------------------------------------------------

Company overview

Driven by a commitment to sustainability, Landsea Homes Corporation ("LHC")
designs and builds homes and communities in Arizona, California, Florida, Metro
New York, and Texas. We create inspired spaces for modern living and feature
homes and communities in vibrant, prime locations which connect seamlessly with
their surroundings and enhance the local lifestyle for living, working, and
playing. The defining principle, "Live in Your Element®," creates the foundation
for our customers to live where they want to live, how they want to live - in a
home created especially for them.

The Company's operations are engaged in the acquisition, development, and sale
of homes and lots in the states of Arizona, California, Florida, New Jersey, New
York, and Texas. The Company's operations are organized into five reportable
segments: Arizona, California, Florida, Metro New York, and Texas. The Company
builds and sells an extensive range of home types across a variety of price
points but we focus our efforts on the first-time homebuyer. Our Corporate
operations are a non-operating segment that supports our homebuilding operations
by providing executive, finance, treasury, human resources, accounting and legal
services.

With the lifting of restrictions in 2021 related to the COVID-19 pandemic, we
also saw significant increases in demand across our markets. We believe the
increase in demand has been fueled by historically low interest rates on
mortgage loans and a general tightening supply of homes for sale. Recent
increases in interest rates may put downward pressure on demand and increase our
financing costs, however, the current overall macroeconomic effects have allowed
us to increase prices and derive additional revenue from our home deliveries. We
frequently see increased revenues partially offset by higher costs associated
with labor and supply shortages. In certain markets we have seen our
construction cycle lengthen primarily due to supply chain constraints and in
those markets we have slowed our home sales pace to more closely align with our
production level. Based on the current availability of labor and materials, the
stage of completion of our current homes in inventory, and production schedules,
we expect to continue restricting the pace of our sales orders in some of our
communities in the near term. We continue to monitor inflation and interest rate
macroeconomic and geopolitical actions

The Company continues to capitalize on opportunities to shift inventory and
product to more affordable offerings through our recent growth in Florida and
Texas through acquisitions. During May 2021, we completed the acquisition of
Vintage Estate Homes ("Vintage"), a Florida- and Texas-based homebuilder. The
Vintage acquisition added the Florida and Texas reportable segments. During
January 2022, we acquired 100% of Hanover Family Builders, LLC ("Hanover"), a
Florida-based homebuilder for an aggregate cash purchase price of
$264.2 million. The Hanover acquisition increases our presence in Florida with a
backlog of 522 units valued at $228.1 million as of the acquisition date. These
acquisitions fit with and continue to advance our overall business strategy by
expanding into new geographic and diverse markets.

                                     - 22 -

--------------------------------------------------------------------------------

Strategy

Our strategy is focused on maximizing stockholder returns through profitability
and efficiency, while balancing appropriate amounts of leverage. In general, we
are focused on the following long-term strategic objectives:

•Expand community count in current markets and enhance operating returns
•Maintain an appropriate supply of lots
•Continue to focus on entry-level product offerings
•Strengthen unique brand position through product differentiation
•Continue geographic expansion and diversification into new markets
•Leverage existing SG&A base to enhance stockholder returns and profitability
•Become a top-ten homebuilder in the United States

Non-GAAP Financial Measures

Non-GAAP financial measures are defined as numerical measures of a company's
performance that exclude or include amounts so as to be different than the most
comparable measures calculated and presented in accordance with accounting
principles generally accepted in the United States ("GAAP"). The presentation of
non-GAAP financial measures should not be considered in isolation or as a
substitute for the Company's related financial results prepared in accordance
with GAAP.

We present non-GAAP financial measures of adjusted home sales gross margin, net
debt to net capital, EBITDA and adjusted EBITDA, and adjusted net income in
their respective sections below to enhance an investor's evaluation of the
ongoing operating results and to facilitate meaningful comparison of the results
between periods. Management uses these non-GAAP measures to evaluate the ongoing
operations and for internal planning and forecasting.

Summary of trading results

For the three months ended March 31, 2022, home sales revenue increased 93% to
$298.0 million from $154.8 million and home deliveries increased 83% to 552
units from 301 units as compared to the same period in the prior year. The
increase in home deliveries and home sales revenue year-over-year is derived
primarily from our Florida segment due to the recent acquisitions in that
segment. We had 201 home deliveries generating revenue of $78.4 million from our
Hanover acquisition. In addition, both our Arizona and California segments have
seen significant demand and price appreciation. This resulted in the average
selling price ("ASP") to rise 32% and 13% in those two segments, respectively,
during the three months ended March 31, 2022 compared to the same prior year
period.

We remain focused on growth and view our leverage ratios as a key factor in
allowing us to expand. Even as the Company has grown organically and through
acquisitions in recent years, we remain in a position to act on our strategy and
to be opportunistic about acquisitions and other growth opportunities. Our
debt-to-capital ratio increased to 44.0% as of March 31, 2022 compared to 42.6%
as of December 31, 2021. We believe the strength of our balance sheet and
operating platform have positioned us well to continue to execute our growth
strategy.

We anticipate the homebuilding markets in each of our operating segments to be
tied to both the local economy and the macro-economic environment. Accordingly,
net orders, home deliveries, and ASPs in future years could be negatively
affected by economic conditions, such as rising interest rates, decreases in
employment and median household incomes, as well as decreases in household
formations and increasing supply of inventories. Shortages in labor or materials
could also significantly increase costs, reduce gross margins, and lower our
overall profitability. During 2021 and into the first quarter of 2022, we
experienced increases in our production cycle times due to labor and material
shortages that have caused us to reduce our absorption rate in certain markets,
mainly in our Arizona segment. Additionally, the results could be impacted by a
decrease in home affordability as a result of price appreciation, increases in
mortgage interest rates, or tightening of mortgage lending standards.


                                     - 23 -

--------------------------------------------------------------------------------

Net new housing ordersdollar value of orders and monthly burn rates

Changes in the dollar value of net new orders are impacted by changes in the
number of net new orders and the ASP of those homes. Monthly Absorption Rate is
calculated as total net new orders per period, divided by the average active
communities during the period, divided by the number of months per period.

                                                                                                               Three Months Ended March 31,
                                                   2022                                                                          2021                                                                  % Change
                                                                                                                                                                                                                      Monthly Absorption
                     Homes            Dollar Value      ASP     Monthly Absorption Rate            Homes            Dollar Value      ASP     Monthly Absorption Rate             Homes     Dollar Value      ASP            Rate
                                                                                                                  (dollars in thousands)
Arizona               139           $      74,061    $  533                 4.6                     283           $     105,718    $  374                 6.3                       (51  %)       (30  %)       43  %             (27  %)
California            174                 162,175       932                 5.0                     143                 152,386     1,066                 4.0                        22  %          6  %       (13) %              25  %
Florida               307                 139,364       454                 3.6                       -                       -          N/A                -                           N/A           N/A         N/A                 N/A
Metro New York         13                  34,316     2,640                 4.3                       -                       -          N/A                -                           N/A           N/A         N/A                 N/A
Texas                   4                   4,182     1,046                 0.4                       -                       -          N/A                -                           N/A           N/A         N/A                 N/A
Total                 637           $     414,098    $  650                 3.9                     426           $     258,104    $  606                 5.3                        50  %         60  %         7  %             (26  %)



For the three months ended March 31, 2022, the decrease in net new orders and
dollar value in Arizona is primarily due to intentional delays in our sales
process. We are experiencing constraints in our production processes due to
labor and material shortages for homes currently under construction and that has
extended our production cycle. We expect such delays are likely to continue in
the short-term. The decrease in the dollar value of net new home orders in
Arizona was partially offset by a 43% increase in ASP during the three months
ended March 31, 2022, compared to the same period in 2021. This is primarily due
to price appreciation in the Arizona market and a larger number of homes in
communities with higher-end products.

For the three months ended March 31, 2022, the increase in net new orders in
California was primarily due to an increase in the monthly absorption rate,
which was driven by entry-level communities with a lower ASP that sold at a much
faster pace.

The Company started its activities in the Florida and Texas segments in May 2021
following the acquisition of Vintage and we have expanded our Florida operations with the acquisition of Hanover in January 2022.

The Metro New York segment began selling homes during the second quarter of 2021
and continued during the three months ended March 31, 2022 at its one active
community.

Average Selling Communities

The average selling community is the sum of communities actively selling homes each month, divided by the total number of months in the calculation period.

                                       Three Months Ended March 31,
                                                                  2022    % Change   2021
            Arizona                                               10.0      (33  %)  15.0
            California                                            11.7       (3  %)  12.0
            Florida                                               28.7          N/A     -
            Metro New York                                         1.0          N/A     -
            Texas                                                  3.0          N/A     -
            Total                                                 54.4      101  %   27.0



                                     - 24 -
--------------------------------------------------------------------------------

Home deliveries and home sales revenue

The change in revenue from home sales results from the change in the number of homes delivered and the ASP of these homes delivered. Comments on material changes for each of the segments of these measures are provided below.


                                                                                       Three Months Ended March 31,
                                          2022                                                    2021                                                  % Change
                      Homes            Dollar Value            ASP            Homes            Dollar Value           ASP              Homes           Dollar Value            ASP
                                                                                          (dollars in thousands)
Arizona                143           $      62,015          $  434             182           $      59,672          $ 328                (21  %)                4  %             32  %
California             128                 115,552             903             119                  95,093            799                  8   %               22  %             13  %
Florida                271                 106,541             393               -                       -               N/A                 N/A                 N/A               N/A
Metro New York           4                   7,700           1,925               -                       -               N/A                 N/A                 N/A               N/A
Texas                    6                   6,158           1,026               -                       -               N/A                 N/A                 N/A               N/A
Total                  552           $     297,966          $  540             301           $     154,765          $ 514                 83  %                93  %              5  %



Our Arizona segment delivered 143 homes and generated $62.0 million in home
sales revenue for the three months ended March 31, 2022. The decrease in home
closings compared to the same periods in 2021 was primarily attributable to
production delays, which was offset by an increase in ASP of 32% for the three
months ended March 31, 2022 over the same period in 2021. The increase was
primarily due to price appreciation in the Arizona market and a larger number of
homes delivered in communities with higher-end products.

Our California segment delivered 128 homes and generated $115.6 million in home
sales revenue for the three months ended March 31, 2022, an increase of 8% and
22%, respectively, compared to the corresponding period in 2021. These increases
were the result of strengthening market conditions, including strong demand and
rising prices in the current period.

The Company started its activities in the Florida and Texas segments in May 2021
following the acquisition of Vintage and we have expanded our Florida operations with the acquisition of Hanover in January 2022.

The Metro New York segment delivered its first homes during the three months
ended March 31, 2022. The higher price point of the segment generates a
significantly higher ASP than our other offerings. As of March 31, 2022 there
are 46 remaining units in the currently selling project in Metro New York.

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 (if
applicable), and purchase price accounting for acquired work in process
inventory (if applicable). We believe the below information is meaningful as it
isolates the impact that indebtedness and acquisitions have on the gross margins
and allows for comparability to previous periods and competitors. See Note 3
                                     - 25 -

--------------------------------------------------------------------------------

– Business combinations in the notes to the consolidated financial statements for additional discussion regarding acquired work in progress inventories.

Three months completed March, 31st,

                                                             2022                  %                2021               %
                                                                               (dollars in thousands)
Home sales revenue                                     $      297,966            100.0  %       $ 154,765            100.0  %
Cost of home sales                                            235,702             79.1  %         136,841             88.4  %
Home sales gross margin                                        62,264             20.9  %          17,924             11.6  %
Add: Interest in cost of home sales                             6,382              2.1  %           7,013              4.5  %
Add: Inventory impairments                                          -                -  %               -                -  %

Gross margin adjusted for home sales excluding interest and inventory write-downs (1)

                                  68,646             23.0  %          24,937             16.1  %

Add: Recognition of purchase price for acquired inventory 17,738

        6.0  %           2,801              1.8  %

Adjusted gross margin from home sales excluding interest, inventory write-downs and purchase price taking into account acquired inventory (1)

                             $       86,384             29.0  %       $  27,738             17.9  %


(1)  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 this non-GAAP measure is meaningful because it
provides insight into the impact that financing arrangements and acquisitions
have on our homebuilding gross margin and allows for comparability of our gross
margins to competitors that present similar information.

Home sales gross margin increased 930 basis points to 20.9% for the three months
ended March 31, 2022, compared to the corresponding period in 2021 primarily due
to price appreciation amid high product demand in our Arizona and California
segments. Adjusted home sales gross margin excluding interest, inventory
impairments, and purchase price accounting for acquired inventory increased
1,110 basis points to 29.0% for the three months ended March 31, 2022, compared
to the corresponding period in 2021 primarily due to price appreciation and an
increase in gross margins within our California segment and the establishment of
the Florida segment with high gross margins excluding purchase price accounting.
The purchase price accounting for acquired inventory is a result of the recent
business combinations.

Backlog

Backlog reflects the number of homes, net of cancellations, for which we have
entered into a sales contract with a customer but have not yet delivered the
home.

                                     March 31, 2022                                          March 31, 2021                                             % Change
                      Homes            Dollar Value            ASP            Homes            Dollar Value            ASP             Homes           Dollar Value           ASP
                                                                                         (dollars in thousands)
Arizona                419           $     193,278          $  461             609           $     218,978          $  360                (31) %             (12) %             28  %
California             302                 272,999             904             266                 273,704           1,029                 14  %               -  %            (12) %
Florida(1)             840                 376,458             448               -                       -                N/A                N/A                N/A               N/A
Metro New York          34                  77,303           2,274               -                       -                N/A                N/A                N/A               N/A
Texas                   10                  10,372           1,037               -                       -                N/A                N/A                N/A               N/A
Total                1,605           $     930,410          $  580             875           $     492,682          $  563                 83  %              89  %              3  %


(1)  Backlog acquired in Florida at the date of the Hanover acquisition was 522
homes with a value of $228,097 thousand.
The increase in the number of backlog homes and value as of March 31, 2022 as
compared to March 31, 2021 is primarily attributable to the Hanover and Vintage
acquisitions which added a significant backlog in the Florida segment.
Additionally, the Metro New York segment began sales in the second quarter of
2021. The increase in value and ASP coincides with price appreciation for the
net new home orders for the three months ended March 31, 2022.

                                     - 26 -

--------------------------------------------------------------------------------

Lot sales and other income

Lot sales and other revenue and gross margin can vary significantly between
reporting periods based on the number of lots under contract and the percentage
of completion related to the development activities required as part of the lot
sales and other contracts. For the three months ended March 31, 2022, we
recognized $18.3 million of lot sales and other revenue from the sale of lots in
our Arizona, Florida, and Texas segments and the subsequent development of the
lots and homes under contract. For the three months ended March 31, 2021, we
recognized $5.7 million of lot sales and other revenue in our Arizona segment.

As of March 31, 2022 and December 31, 2021, the Company had contract assets of
$17.5 million and $6.1 million, respectively, related to lot sales and other
revenue. The contract asset balance represents cash to be received for work
already performed on lot sale and other contracts. The amount of the transaction
price for lot sales and other contracts allocated to performance obligations
that were unsatisfied, or partially unsatisfied, as of March 31, 2022 and
December 31, 2021 was $46.1 million and $63.9 million, respectively. As of
March 31, 2022 and December 31, 2021, the Company had $1.1 million and $4.0
million deferred revenue, respectively, related to lot sales and other revenue.
The Company recognizes these amounts as development progresses and the related
performance obligations are completed. The Company recognized $3.0 million of
lot sales and other revenue during the three months ended March 31, 2022 related
to the deferred revenue balance as of December 31, 2021.

Owned or controlled batches

The table below summarizes the lots owned or controlled by reportable segment as
of the dates presented. Lots controlled includes lots where we have placed a
deposit and have a signed purchase contract or rolling option contract.

                                                    March 31, 2022                                                   March 31, 2021
                                Lots Owned           Lots Controlled           Total             Lots Owned           Lots Controlled           Total              % Change
Arizona                           3,132                  1,669                     4,801           3,042                  1,675                     4,717                2  %
California                          762                  1,016                     1,778           1,136                    643                     1,779                -  %
Florida                           2,048                  3,138                     5,186               -                      -                         -                  N/A
Metro New York                       46                      -                        46              50                      -                        50               (8  %)
Texas                                39                    918                       957               -                      -                         -                  N/A
Total                                   6,027                   6,741             12,768                 4,228                   2,318              6,546               95  %


The total number of batches held and controlled at March 31, 2022 increased by 95% compared to
March 31, 2021primarily due to the acquisitions of Vintage and Hanover, which added approximately 1,800 and 3,800 owned and controlled lots, respectively.

                                     - 27 -

--------------------------------------------------------------------------------

Operating Results and Assets by Segment

                                  Three Months Ended March 31,
                                                           2022          2021
Pretax income (loss)                 (dollars in thousands)
Arizona                                                 $  5,142      $   1,433
California                                                25,337           (159)
Florida                                                       72              -
Metro New York                                              (542)          (831)
Texas                                                        (14)             -
Corporate                                                (11,867)       (11,594)
Total                                                   $ 18,128      $ (11,151)


                     March 31, 2022       December 31, 2021
Assets                       (dollars in thousands)
Arizona             $       331,960      $          360,598
California                  391,675                 400,292
Florida                     406,611                 102,158
Metro New York              127,310                 124,962
Texas                        36,907                  35,984
Corporate                    39,299                 241,520
Total assets        $     1,333,762      $        1,265,514



Our Arizona segment recorded pretax income of $5.1 million in the three months
ended March 31, 2022 compared to $1.4 million in the comparable period during
2021. The increase in pretax income in 2022 is primarily due to an increase in
gross margins stemming from high demand which has allowed us to increase
pricing.

Our California segment recorded pretax income of $25.3 million for the three
months ended March 31, 2022 compared to a pretax loss of $0.2 million in the
comparable periods in 2021. The increase was due primarily to increasing demand
in the current period. This allowed us to increase pricing, even with a shift in
product mix that lowered the average cost of homes delivered, both of which
contributed to an increase in gross margins in California.

The Company began operations in the Florida and Texas segments in May 2021
following the acquisition of Vintage, and we expanded our Florida operations
with the acquisition of Hanover in January 2022. Included in Florida's pretax
income for the three months ended March 31, 2022 is $16.9 million of purchase
price accounting amortization recorded in cost of home sales for acquired
inventory related to the Vintage and Hanover acquisitions.

The Metro New York segment experienced a smaller pretax loss for the three
months ended March 31, 2022 as compared to the same prior period, which is
primarily due to closings beginning at our consolidated project in this segment
at the end of the first quarter in 2022, while during the comparable period in
2021 the only income-generating activities were from an unconsolidated joint
venture.

We have also identified our Corporate operations as a non-operating segment, as
it serves to support the business's 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 the business's operations and are allocated accordingly.
The Corporate non-operating segment generated a consistent pretax loss
comparable to the prior period.

                                     - 28 -

--------------------------------------------------------------------------------

Sales, marketing and general and administrative expenses

                                                    Three Months Ended March 31,                  As a Percentage of Home Sales
                                                       2022                  2021                  2022                     2021
                                                                                (dollars in thousands)
Sales and marketing expenses                    $        19,148          $   9,931                       6.4  %                 6.4  %
General and administrative expenses                      22,586             14,986                       7.6  %                 9.7  %

Total sales, marketing and G&A expenses $41,734 $24,917

                      14.0  %                16.1  %



For the three months ended March 31, 2022, the sales, marketing, and general and
administrative ("SG&A") expense rate as a percentage of home sales revenue was
14.0%, a decrease of 2.1%, from the prior period. The decrease in general and
administrative ("G&A") expenses as a percentage of home sales revenue for the
three months ended March 31, 2022 was primarily due to a drop in transaction
costs as significant transaction costs were incurred related to the Merger in
the prior comparative period. The Company also benefited from being able to
leverage the existing G&A base to support more operations as the Company grows.

Provision (benefit) for income taxes

The provision (benefit) for income taxes for the three months ended March 31,
2022 was a provision of $5.1 million, as compared to a benefit of $4.1 million
for the three months ended March 31, 2021. The effective tax rate for the three
months ended March 31, 2022 was 28.0%, as compared to 36.5% for the three months
ended March 31, 2021. The difference between the statutory tax rate and the
effective tax rate for the three months ended March 31, 2022 is primarily
related to state income taxes net of federal income tax benefits, estimated
deduction limitations for executive compensation, and warrant fair market value
adjustments. The difference between the statutory tax rate and the effective tax
rate for the three months ended March 31, 2021 is primarily related to state
income taxes net of federal income tax benefits, estimated deduction limitations
for executive compensation, warrant fair market value adjustments, and tax
credits for energy-efficient homes.

The accounting for deferred taxes is based upon estimates of future results.
Differences between the anticipated and actual outcomes of these future results
could have a material impact on the Company's consolidated results of operations
or financial position. Also, changes in existing federal and state tax laws and
tax rates could affect future tax results and the valuation of the Company's
deferred tax assets.

Critical Accounting Estimates
Critical accounting estimates are those that we believe are both significant and
that require us to make difficult, subjective, or complex judgments, often
because we need to estimate the effect of inherently uncertain matters. We base
our estimates and judgments on historical experiences and various other factors
that we believe to be appropriate under the circumstances. Actual results may
differ from these estimates, and the estimates included in the consolidated
financial statements might be impacted if we used different assumptions or
conditions. There have been no material changes to our critical accounting
policies and estimates as compared to those described in our Annual Report on
Form 10-K for the fiscal year ended December 31, 2021, filed with the SEC on
March 16, 2022.
Liquidity and Capital Resources

Insight

As of March 31, 2022, we had $76.9 million of cash, cash equivalents, and
restricted cash, a $266.4 million decrease from December 31, 2021, primarily due
to a net payment of $260.3 million for the Hanover acquisition as well as other
land purchases and construction costs, partially offset by net borrowings on
debt of $31.9 million. In addition, we had $8.3 million of cash held in escrow
as of March 31, 2022.

                                     - 29 -
--------------------------------------------------------------------------------

Our principal sources of capital are cash generated from home and land sales
activities and borrowings from credit facilities. Principal uses of capital are
land purchases, land development, home construction, repayments on credit
facilities, the acquisitions of other homebuilders, and the payment of routine
liabilities.

Cash flows for each community depend on the community's stage in the development
cycle and can differ substantially from reported earnings. Early stages of
development or expansion require significant cash outlays for land acquisitions,
entitlements and other approvals, and construction of model homes, roads,
utilities, general landscaping and other amenities. Because these costs are a
component of inventory and not recognized in the consolidated statements of
operations until a home closes, we incur significant cash outlays prior to
recognizing earnings. In the later stages of community development, cash inflows
may significantly exceed earnings reported for financial statement purposes, as
the cash outflow associated with home and land construction was previously
incurred. From a liquidity standpoint, we are actively acquiring and developing
lots in our markets to maintain and grow our supply of lots and active selling
communities.

We expect to generate cash from the sale of inventory including homes under
construction. We generally intend to re-deploy the cash generated from the sale
of inventory to acquire and develop strategic, well-positioned lots that
represent opportunities to generate future income and cash flows by allocating
capital to best position us for long-term success. When it meets with our
strategic goals we may continue to purchase companies that strengthen our
position in markets in a way that would not be possible with organic growth. As
we continue to expand our business, we expect that our cash outlays for land
purchases and development to increase our lot inventory may, at times, exceed
our cash generated by operations.

We intend to utilize debt as part of our ongoing financial strategy, coupled
with redeployment of cash flows from operations to finance our business. As of
March 31, 2022, we had outstanding borrowings of $504.8 million in aggregate
principal, excluding deferred loan costs. We will consider a number of factors
when evaluating our level of indebtedness and when making decisions regarding
the incurrence of new indebtedness, including the purchase price of assets to be
acquired with debt financing, the market value of our assets and the ability of
particular assets, and our business as a whole, to generate cash flow to cover
the expected debt service. In addition, our credit facilities contain certain
financial covenants, among other things, that limit the amount of leverage we
can maintain, as well as minimum tangible net worth and liquidity requirements.

We believe that we will be able to fund our current and foreseeable liquidity
needs with our cash on hand, cash generated from operations, and cash expected
to be available from our credit facilities or through accessing debt or equity
capital as needed.

Credit Facilities

In October 2021, the Company entered into a line of credit agreement (the
"Credit Agreement"). The Credit Agreement provides for a senior unsecured
borrowing of up to $585 million as of March 31, 2022. The Company may increase
the borrowing amount up to $850 million, under certain conditions. Borrowings
under the Credit Agreement bear interest at LIBOR plus 3.25% or Prime Rate plus
2.75%. The interest rate includes a floor of 3.75%. As of March 31, 2022, the
interest rate on the loan was 3.75%. The Credit Agreement matures in October
2024. The Credit Agreement includes terms to replace LIBOR upon its ultimate
sunset with Ameribor.

In addition, the Company has one project-specific construction loan. The loan
has a variable interest rate of LIBOR plus 6.50% with a floor of 8.25%. As of
March 31, 2022, the interest rate on the loan was 8.25%. The construction loan
matures in September 2022. Subsequent to March 31, 2022, in April 2022 the
construction loan was repaid in full with proceeds from borrowings under the
Credit Agreement.

The Company's loans have certain financial covenants, such as requirements for
the Company to maintain a minimum liquidity balance, minimum tangible net worth,
gross profit margin, leverage and interest coverage ratios. The Company's loans
are secured by the assets of the Company and contain various representations,
warranties, and
                                     - 30 -

--------------------------------------------------------------------------------

customary covenants for these types of agreements. From March 31, 2022the Company complied with all the covenants of the financial loan agreements.

Letters of credit and performance guarantees

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. As of
March 31, 2022 and December 31, 2021, we had $177.1 million and $94.7 million,
respectively, in performance bonds issued and outstanding. Although significant
development and construction activities have been completed related to the
improvements at these sites, the performance bonds are generally not released
until all development and construction activities are completed.

Financial commitments

Our loans have certain financial covenants, including requirements for us to
maintain a minimum liquidity balance, minimum tangible net worth as well as
maximum leverage and interest coverage ratios. See the table below for the
covenant calculations.

                                                                 March 31, 2022                                         December 31, 2021
Financial Covenants                                   Actual                Covenant Requirement              Actual              Covenant Requirement
                                                             (dollars in thousands)                                  (dollars in thousands)
Minimum Liquidity Covenant                     $             247,907       $                50,000       $         346,889       $                50,000
Interest Coverage Ratio - Adjusted
EBITDA to Interest Incurred                                     5.07                          1.75                     3.7                           1.5
Tangible Net Worth                             $             558,713       $               356,421       $         596,030       $               329,182
Maximum Leverage Ratio (1)                                 43.7  %                            <60%                 18.7  %                          <65%

(1) The calculation is the debt, net of certain amounts of cash, divided by this same net debt balance plus the tangible net worth.

The loan agreements also contain certain restrictive covenants, including
limitations on incurrence of other indebtedness, liens, dividends and other
distributions, asset dispositions, investments, and limitations on fundamental
changes. The agreements contain customary events of default, subject to cure
periods in certain circumstances, that would result in the termination of the
commitments and permit the lender to accelerate payment on outstanding
borrowings. These events of default include nonpayment of principal, interest
and fees or other amounts; violation of covenants; inaccuracy of representations
and warranties; cross default to certain other indebtedness; unpaid judgments;
change in control; and certain bankruptcy and other insolvency events. As of
March 31, 2022, we were in compliance with all required covenants.

Cash flow – Quarters ended March 31, 2022 Compared to the three months ended
March 31, 2021

For the three months ended March 31, 2022 and 2021, the cash flow comparison is as follows:

•Net cash used in operating activities was $32.1 million during the three months
ended March 31, 2022 compared to $38.3 million used during the same period in
2021. The decrease in net cash flows from operating activities was primarily due
to proceeds from home sales, with net income growing $20.1 million compared to
the same period in 2021. This was partially offset by an increase of cash held
in escrow of $11.8 million which affected the timing of our cash flows from
operating activities.

•Net cash used in investing activities was $261.6 million during the three
months ended March 31, 2022, compared to $4.0 million cash provided by investing
activities during the same period in 2021. This difference was primarily related
to payments of $260.3 million, net of cash received, for our acquisition of
Hanover during the three months ended March 31, 2022.

•Net cash provided by financing activities was $27.3 million during the three
months ended March 31, 2022, compared to $115.0 million during the same period
in 2021. The decrease was largely due to net proceeds
                                     - 31 -

--------------------------------------------------------------------------------

of $64.4 million from the Merger during the three months ended March 31, 2021.
Additionally, net of paydowns, we borrowed $22.1 million less from notes and
other debts payable during the three months ended March 31, 2022 as compared to
the prior period in 2021.

Option Contracts

In the ordinary course of business, we enter into land purchase contracts in
order to procure lots for the construction of homes. We are subject to customary
obligations associated with entering into contracts for the purchase of land and
improved lots. These purchase contracts typically require a cash deposit, and
the purchase of properties under these contracts is generally contingent upon
satisfaction of certain requirements, including obtaining applicable property
and development entitlements. We also utilize option contracts with land sellers
and others as a method of acquiring land in staged takedowns, to help manage the
financial and market risk associated with land holdings, and to reduce the use
of funds from financing sources. Option contracts generally require payment of a
non-refundable deposit for the right to acquire lots over a specified period of
time at pre-determined prices. Our obligations with respect to purchase
contracts and option contracts are generally limited to the forfeiture of the
related non-refundable cash deposits. As of March 31, 2022, we had outstanding
purchase and option contracts totaling $460.0 million, net of $57.8 million
related cash deposits pertaining to these contracts.

The utilization of land option contracts is dependent on, among other things,
the availability of land sellers willing to enter into option takedown
arrangements, the availability of capital to financial intermediaries to finance
the development of optioned lots, general housing market conditions, and local
market dynamics. Options may be more difficult to procure from land sellers in
strong housing markets and are more prevalent in certain geographic regions.

Material cash needs

The material cash needs at the March 31, 2022 were the following:

                                                                Payments due by Periods
                                                 Less than 1                                                 More than 5
                                Total               year             1-3 years           4-5 years              years
                                                                (dollars in thousands)
Long-term debt maturities
(1)                          $ 504,814          $   82,514          $ 422,300          $        -          $          -
Operating leases (2)            13,654               3,738              6,145               2,775                   996
Land option and purchase
contracts (3)                  460,030             236,257            203,317              20,456                     -
Total contractual
obligations                  $ 978,498          $  322,509          $ 631,762          $   23,231          $        996


(1)   Principal payments in accordance with the line of credit and construction
loan. Total future interest payments of $43.6 million associated with our
current
outstanding debt are based on the current outstanding balance and interest rate
as of March 31, 2022 through maturity.
(2)   Operating lease obligations do not include payments to property owners
covering common area maintenance charges.
(3)   Includes the remaining purchase price for all land option and purchase
contracts, net of deposits, as of March 31, 2022.

We are subject to certain requirements associated with entering into contracts
(including land option contracts) for the purchase, development, and sale of
real estate in the routine conduct of business. Option contracts for the
purchase of land enable us to defer acquiring portions of properties owned by
third parties until we have determined whether to exercise our option, which may
serve to reduce the financial risks associated with long-term land holdings. As
of March 31, 2022, the Company had $57.8 million of deposits, of which $0.2
million are refundable. We expect to acquire the majority of such land within
the next four years. Our performance on these contracts, including the timing
and amount of purchase, if any, on the remaining purchase and option contracts
is subject to change.

Seasonality

Historically, the homebuilding industry experiences seasonal fluctuations in
quarterly operating results and capital requirements. We typically experience
the highest new home order activity during the spring, although this activity is
also highly dependent on the number of active selling communities, timing of new
community openings and other market factors. Since it typically takes four
to eight months to construct a new home, we deliver more homes in the
                                     - 32 -

--------------------------------------------------------------------------------

second half of the year as spring and summer home orders convert to home
deliveries. Because of this seasonality, home starts, construction costs and
related cash outflows have historically been highest in the third and fourth
quarters, and the majority of cash receipts from home deliveries occurs during
the second half of the year. We expect this seasonal pattern to continue over
the long-term, although it may be affected by volatility in the homebuilding
industry.

Non-GAAP Financial Measures

We include non-GAAP financial measures, including adjusted home sales gross
margin, EBITDA and adjusted EBITDA, net debt to net capital, and adjusted net
income. These non-GAAP financial measures are presented to provide investors
additional insights to facilitate the analysis of our results of operations.
These non-GAAP financial measures are not in accordance with, or an alternative
for, GAAP and may be different from non-GAAP financial measures used by other
companies. In addition, these non-GAAP financial measures are not based on any
comprehensive or standard set of accounting rules or principles. Accordingly,
the calculation of our non-GAAP financial measures may differ from the
definitions of non-GAAP financial measures other companies may use with the same
or similar names. This limits, to some extent, the usefulness of this
information for comparison purposes. Non-GAAP financial measures have
limitations in that they do not reflect all of the amounts associated with our
financial results as determined in accordance with GAAP. This information should
only be used to evaluate our financial results in conjunction with the
corresponding GAAP information. Accordingly, we qualify our use of non-GAAP
financial measures whenever non-GAAP financial measures are presented.

Net debt at net equity

The following table presents the ratio of debt to capital as well as the ratio
of net debt to net 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 net 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 net capital (sum of
net debt plus total equity). The most comparable GAAP financial measure is the
ratio of debt to capital. We believe the ratio of net debt to net 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 net capital
provides supplemental information by which our financial position may be
considered.

                                     - 33 -

--------------------------------------------------------------------------------

See table below reconciling this non-GAAP measure to the ratio of debt to
capital.

                                                             March 31, 2022          December 31, 2021
                                                                       (dollars in thousands)
Total notes and other debts payable, net                    $      494,386          $         461,117
Total equity                                                       630,480                    621,397
Total capital                                               $    1,124,866          $       1,082,514
Ratio of debt to capital                                              44.0  %                    42.6  %

Total notes and other debts payable, net                    $      494,386          $         461,117
Less: cash, cash equivalents and restricted cash                    76,858                    343,253
Less: cash held in escrow                                            8,349                      4,079
Net debt                                                           409,179                    113,785
Total equity                                                       630,480                    621,397
Net capital                                                 $    1,039,659          $         735,182
Ratio of net debt to net capital                                      39.4  %                    15.5  %



EBITDA and Adjusted EBITDA

The following table presents EBITDA and Adjusted EBITDA for the three months
ended March 31, 2022 and 2021. 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) (gain) loss on debt extinguishment, (vii)
transaction costs related to the Merger and business combinations, (viii) the
impact of income or loss allocations from our unconsolidated joint ventures,
(ix) gain on forgiveness of PPP loan, and (x) gain (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 March 31,
                                                                      2022                   2021
                                                                       (dollars in thousands)
Net income (loss)                                              $        13,061          $    (7,086)
Provision (benefit) for income taxes                                     5,067               (4,065)
Interest in cost of sales                                                6,389                7,067

Equity-relieved interests in net loss (income) of unconsolidated joint ventures

                                               35                  353
Interest expense                                                             -                   11
Depreciation and amortization expense                                    1,623                  914
EBITDA                                                                  26,175               (2,806)

Purchase price accounting in cost of home sales                         17,738                2,801
Transaction costs                                                          948                3,479

Equity in net income of unconsolidated joint ventures, excluding amortized interest

                                                (34)                (332)

Loss on remeasurement of warrant liability                               5,555                4,950

Adjusted EBITDA                                                $        50,382          $     8,092


                                     - 34 -
--------------------------------------------------------------------------------

Adjusted net income

Adjusted Net Income to LHC is a non-GAAP financial measure that we believe is
useful to management, investors and other users of our financial information in
evaluating our operating results 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 to LHC 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, gain on forgiveness of PPP loan, and gain (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 March 31,
                                                                     2022                   2021
                                                                     

(in thousands of dollars) Net income (loss) attributable to Landsea House Society $13,065 ($7,074)

Previously capitalized related party interests included in cost of sales

                                                           1,517                2,902
Equity in net loss of unconsolidated joint ventures                         1                   21
Purchase price accounting for acquired inventory                       17,738                2,801
Merger related transaction costs                                            -                2,656

Loss on remeasurement of warrant liability                              5,555                4,950
Total adjustments                                                      24,811               13,330
Tax-effected adjustments (1)                                           19,763                8,471

Adjusted net income attributable to Landsea House Society $32,828 $1,397

(1) Our adjustments with tax effect are based on our federal rate and a blended state rate adjusted for certain discrete items.

                                     - 35 -

————————————————– ——————————

© Edgar Online, source Previews

Previous Military initiative co-founded by Croatia integrated into NATO
Next Numbers don't stack for net zero