The following excerpt is from the company's SEC filing.
Defined terms included
below shall have the same meaning as terms defined and included elsewhere in this Current Report on Form 8-K (the “
Form
8-K
”) filed with the Securities and Exchange Commission (the “
”) on January 13, 2021. Unless the
context otherwise requires, the “registrant” and the “Company” refer to LF Capital Acquisition Corp. prior
to the Closing and to the combined company and its subsidiaries following the Closing. “Landsea Homes” refers to the
business of Landsea Homes Incorporated prior to the Closing.
Introduction
The Company is p
viding
the
wing unaudited p
ma condensed combined
inanci
tion
to aid
ou in
our an
ysis
of the
l aspects of the
usiness
Combin
tion. The following unaudited pro forma condensed combined financial information
present the combination of the financial information of the Company and Landsea Homes adjusted to give effect to the Business Combination
and related transactions. The
wing
unaudited p
ma
condensed combined
l information
has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments
to Financial Disclosures about Acquired and Disposed Businesses.”
The unaudited pro
forma condensed combined balance sheet as of September 30, 2020 combines the historical balance
of the Company and the historical balance sheet of Landsea Homes on a pro forma basis as if the Business Combination and related
transactions, summarized below, had been consummated on September 30, 2020. The unaudited pro forma condensed combined statements
of operations for the year ended December 31, 2019 and the nine months ended September 30, 2020, combine the historical statements
of operations of the Company and Landsea Homes for such periods on a pro forma basis as if the Business Combination and related
transactions, summarized below, had been consummated on January 1, 2019, the beginning of the earliest period presented:
the merger of Merger Sub, a wholly-owned subsidiary of the Company, with and into Landsea Homes,
with Landsea Homes surviving the merger as a wholly-owned subsidiary of the Company;
issuance of 32,557,303 shares of Class A Stock of the Company;
impacts of the Sponsor Surrender Agreement, including the forfeiture of 600,000 Founder Shares,
forfeiture of 500,000 shares of Sponsor’s converted Founder Shares contingent on the stock reaching certain price thresholds,
transfer to Seller of 500,000 shares of Class A Stock immediately after the closing of the Business Combination and forfeiture
of such shares in the event the same price thresholds noted above are not met, the cash payment of $1.5 million for the outstanding
amounts due under the Convertible Note upon the consummation of the Business Combination, and the forgiveness of $1.0 million for
the outstanding amount due under the Promissory Note for no consideration upon the consummation of the Business Combination;
impact of the Forward Purchase Transaction, wherein parties to the agreement purchased Class A
Stock from public stockholders or in the open market or in privately negotiated transactions at or less than $10.56 per share,
inclusive of any fees and commissions, not to redeem such shares and vote such shares in favor of the Business Combination. Parties
received 250,415 Class A Stock as an inducement for this commitment, and the Sponsor forfeited Founder Shares of the same amount;
conversion of all outstanding Class B Stock to Class A Stock on a one-to-one basis;
payment of $1.85 per public warrant outstanding following the consummation of the Business Combination.
The historical financial
information of the Company was derived from the unaudited and audited financial statements of the Company as of and for the nine
months ended September 30, 2020, and for the year ended December 31, 2019, respectively, which are incorporated by reference. The
historical financial information of Landsea Homes was derived from the unaudited and audited consolidated financial statements
of Landsea Homes as of and for the nine months ended September 30, 2020, and for the year ended December 31, 2019, respectively,
which are incorporated by reference. This information should be read together with the accompanying notes to the unaudited pro
forma condensed combined financial statements, the Company’s and Landsea Homes’ unaudited and audited financial statements
and related notes, the sections titled “
The Company’s Management’s Discussion and Analysis of Financial Condition
and Results of Operations
,” and “
Landsea’s Management’s Discussion and Analysis of Financial Condition
and Results of Operations
” and other financial information which is incorporated by reference.
The Business Combination
was accounted for as a reverse recapitalization, in accordance with GAAP. Under this method of accounting, the Company was treated
as the “acquired” company for financial reporting purposes. Accordingly, the Business Combination was treated as the
equivalent of Landsea Homes issuing stock for the net assets of the Company, accompanied by a recapitalization. The net assets
of the Company are stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business
Combination are those of Landsea Homes.
Landsea Homes was
determined to be the accounting acquirer based on evaluation of the following facts and circumstances:
Seller has the largest voting interest in the post-combination company;
The board of directors of the post-combination company has nine members, and the Seller has the
ability to designate seven members of the board of directors;
Landsea Homes management holds executive management roles for the post-combination company and
is responsible for the day-to-day operations;
Landsea Homes was significantly larger than the Company by assets, revenue, and employees; and
The purpose and intent of the Business Combination was to create an operating public company through
the Company, with management continuing to use Landsea Homes’ platform to grow the business and the combined entity assumed
the name Landsea Homes Corporation.
Pubic stockholders
were offered the opportunity to redeem, upon closing of the Business Combination, shares of Class A Stock for cash equal to their
pro rata share of the aggregate amount on deposit (as of two business days prior to the Closing of the Business Combination) in
the Trust Account. The unaudited condensed combined pro forma financial statements reflect the actual redemption of 1,826,891 shares
of Class A Stock at $10.57 per share.
Assumptions and
estimates underlying the unaudited pro forma adjustments set forth in the unaudited pro forma condensed combined financial statements
are described in the accompanying notes. The unaudited pro forma condensed combined financial statements have been presented for
illustrative purposes only and are not necessarily indicative of the operating results and financial position that would have been
achieved had the Business Combination occurred on the dates indicated. Further, the unaudited pro forma condensed combined financial
statements do not purport to project the future operating results or financial position of the Company following the completion
of the Business Combination. The unaudited pro forma adjustments represent management’s estimates based on information available
as of the date of these unaudited pro forma condensed combined financial statements and are subject to change as additional information
becomes available and analyses are performed.
UNAUDITED
PRO FORMA CONDENSED COMBINED BALANCE SHEET
AS OF SEPTEMBER 30,
2020
(in thousands)
(Historical)
Reclassification
Adjustments
Transaction
Accounting
Pro Forma
Combined
ASSETS
Cash and cash equivalents
84,857
129,128
141,849
(10,344
(3,870
(5,434
(1,500
(2,929
(28,721
(19,310
Cash held in escrow
Restricted cash
Prepaid expenses
Marketable securities held in Trust Account
(129,128
Real estate inventories
728,155
Due from affiliates
Investment in and advances to unconsolidated joint ventures
26,727
Goodwill
20,707
Other assets
40,748
(6,497
34,328
Total assets
129,379
913,204
(78,807
963,776
UNAUDITED
PRO FORMA CONDENSED COMBINED BALANCE SHEET (Continued)
AS OF SEPTEMBER 30, 2020
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Accounts payable
36,998
(1,234
35,081
(1,181
Accrued expenses and other liabilities
49,211
(1,967
47,923
Due to affiliates
Convertible note payable - related party
Promissory note - related party
(1,000
Notes and other debts payable, net
309,159
Franchise tax payable
Income tax payable
Deferred tax liabilities
Deferred underwriting commissions
Total liabilities
396,815
(12,443
393,610
COMMITMENTS
Class A common stock subject to possible redemption
115,141
(115,141
Class B common stock
Preferred stock
Additional paid-in capital
493,746
(15,286
548,801
(3,880
115,140
(26,487
Retained earnings
21,340
20,057
Noncontrolling interests
Total stockholders’ equity
516,389
48,777
570,166
Total liabilities and stockholders’ deficit
UNAUDITED
PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER
30, 2020
(in thousands, except share and
per share data)
Reclassification
Accounting
Revenue
Home sales
449,870
Total revenue
Cost of sales
394,200
Inventory impairments
Total cost of sales
397,613
Gross margin
52,257
Total gross margin
Sales and marketing expenses
31,523
General and administrative expenses
31,332
(AA)
31,103
(BB)
(DD)
(1,124
(EE)
(FF)
Franchise tax expense
Total operating expenses
62,855
(1,933
62,626
Loss from operations
(1,704
(10,598
(10,369
Interest earned on investments and marketable securities
(CC)
Other income (expense), net
Equity in net (loss) income of unconsolidated joint ventures
(16,229
Loss before income taxes
(1,011
(26,480
(26,251
Income tax expense
(Benefit) provision for income taxes
(6,738
(HH)
(6,302
Net loss
(1,125
(19,742
(19,949
Net loss attributed to noncontrolling interests
Net loss attributable to Landsea Homes Incorporated
(19,622
(19,829
Weighted average number of shares of Class A Stock outstanding - basic and diluted
14,679,742
45,306,783
Net income (loss) per share of Class A Stock - basic and diluted
Weighted average number of shares of Class B Stock outstanding - basic and diluted
3,881,250
Net loss per share of Class B Stock - basic and diluted
FOR YEAR ENDED DECEMBER 31,
2019
Reclassification Adjustments
Transaction Accounting Adjustments
568,872
Lot sales
62,116
630,988
478,054
53,475
531,529
90,818
99,459
26,522
34,884
38,879
(GG)
61,406
65,401
(1,026
38,053
(2,969
34,058
(3,474
(1,602
(7,901
28,550
(6,443
24,555
(1,675
22,391
(4,768
19,395
Net (loss) income attributed to noncontrolling interests
Net income (loss) attributable to Landsea Homes Incorporated
17,200
14,204
15,525,000
45,231,025
Net income per share of Class A Stock - basic
Weighted average number of shares of Class A Stock outstanding - diluted
45,254,245
Net income per share of Class A Stock - diluted
NOTES TO UNAUDITED PRO FORMA
CONDENSED COMBINED FINANCIAL INFORMATION
1. Basis
of Presentation
The Business Combination was accounted
for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, the Company was treated as the “acquired”
company for financial reporting purposes. Accordingly, the Business Combination was treated as the equivalent of Landsea Homes
issuing stock for the net assets of the Company, accompanied by a recapitalization. The net assets of the Company are stated at
historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination are those of
Landsea Homes.
The unaudited pro forma condensed combined
balance sheet as of September 30, 2020 assumes that the Business Combination occurred on September 30, 2020. The unaudited pro
forma condensed combined statements of operations for the nine months ended September 30, 2020 and the year ended December 31,
2019 present pro forma effect to the Business Combination as if it had been completed on January 1, 2019. These periods are presented
on the basis of Landsea Homes as the accounting acquirer.
The unaudited pro forma condensed combined
balance sheet as of September 30, 2020 has been prepared using, and should be read in conjunction with, the following:
The Company’s unaudited condensed balance sheet as of September 30, 2020 and the related notes for the period ended September
30, 2020, incorporated by reference; and
Landsea Homes’ unaudited consolidated balance sheet as of September 30, 2020 and the related notes for the period ended
September 30, 2020, incorporated by reference.
The unaudited pro forma condensed combined
statement of operations for the nine months ended September 30, 2020 has been prepared using, and should be read in conjunction
with, the following:
The Company’s unaudited condensed statement of operations for the nine months ended September 30, 2020 and the related
notes, incorporated by reference; and
Landsea Homes’ unaudited consolidated statement of operations for the nine months ended September 30, 2020 and the related
notes, incorporated by reference.
The unaudited pro forma condensed combined
statement of operations for the year ended December 31, 2019 has been prepared using, and should be read in conjunction with, the
following:
The Company’s audited condensed statement of operations for the year ended December 31, 2019 and the related notes,
incorporated by reference; and
Landsea Homes’ audited consolidated statement of operations for the year ended December 31, 2019 and the related notes,
incorporated by reference.
The pro forma adjustments reflecting
the consummation of the Business Combination are based on certain currently available information and certain assumptions and methodologies
that the Company believes are reasonable under the circumstances. The unaudited condensed pro forma adjustments, which are described
in the accompanying notes, may be revised as additional information becomes available and is evaluated.
Therefore, it is likely that the actual
adjustments will differ from the pro forma adjustments and it is possible the difference may be material. The Company believes
that its assumptions and methodologies provide a reasonable basis for presenting all of the significant effects of the Business
Combination based on information available to management at this time and that the pro forma adjustments give appropriate effect
to those assumptions and are properly applied in the unaudited pro forma condensed combined financial information.
The unaudited pro forma condensed combined
financial information is not necessarily indicative of what the actual results of operations and financial position would have
been had the Business Combination taken place on the dates indicated, nor are they indicative of the future consolidated results
of operations or financial position of the post-combination company. They should be read in conjunction with the historical financial
statements and notes thereto of the Company and Landsea Homes.
2. Accounting
Policies
Upon consummation of the Business Combination,
management will perform a comprehensive review of the two entities’ accounting policies. As a result of the review, management
may identify differences between the accounting policies of the two entities which, when conformed, could have a material impact
on the financial statements of the post-combination company. Based on its initial analysis, management did not identify any differences
that would have a material impact on the unaudited pro forma condensed combined financial information. As a result, the unaudited
pro forma condensed combined financial information does not assume any differences in accounting policies.
3. Adjustments
to Unaudited Pro Forma Condensed Combined Financial Information
The unaudited pro forma condensed combined
financial information has been prepared to illustrate the effect of the Business Combination and has been prepared for informational
purposes only.
l information
has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments
to Financial Disclosures about Acquired and Disposed Businesses.” Release No. 33-10786 replaces the existing pro forma adjustment
criteria with simplified requirements to depict the accounting for the transaction (“
”)
and present the reasonably estimable synergies and other transaction effects that have occurred or are reasonably expected to occur
(“
Management’s Adjustments
”). The Company has elected not to present Management’s Adjustments and
are only presenting Transaction Accounting Adjustments in the following unaudited pro forma condensed combined financial information.
The pro forma combined provision for
income taxes does not necessarily reflect the amounts that would have resulted had the post-combination company filed consolidated
income tax returns during the periods presented.
The pro forma basic and diluted earnings
per share amounts presented in the unaudited pro forma condensed combined statements of operations are based upon the number of
the post-combination company’s shares outstanding, assuming the Business Combination occurred on January 1, 2019.
Transaction Accounting Adjustments
to Unaudited Pro Forma Condensed Combined Balance Sheet
The Transaction Accounting Adjustments
included in the unaudited pro forma condensed combined balance sheet as of September 30, 2020 are as follows:
Reflects the reclassification of $129.1 million marketable securities held in the Trust Account
that becomes available to fund expenses in connection with the Business Combination or future cash needs of the Company.
Represents transaction costs incurred by Landsea Homes of approximately $15.6 million, inclusive
of advisory, banking, printing, legal, and accounting fees that are expensed as a part of the Business Combination and equity issuance
costs that are offset to Additional Paid-in Capital. The unaudited pro forma condensed combined balance sheet reflects these costs
as a reduction of cash of $10.3 million as $5.3 million has been paid as of the pro forma balance sheet date. Equity issuance costs
of $15.3 million are offset to Additional Paid-In Capital and the remaining balance is expensed through Retained Earnings. The
costs expensed through retained earnings are included in the unaudited pro forma condensed combined statement of operations discussed
in (DD) below.
Represents transaction costs incurred by the Company of approximately $3.9 million, inclusive
of equity issuance costs that are offset to Additional Paid-in Capital. The unaudited pro forma condensed combined balance sheet
reflects these costs as a reduction of cash of $3.9 million. Equity issuance costs of $3.9 million are offset to Additional Paid-In
Capital. The costs expensed through retained earnings are removed in the unaudited pro forma condensed combined statement of operations
discussed in (EE) below.
Reflects the payment of $5.4 million of deferred underwriters’ fees. The fees were paid
at closing of the Business Combination out of the cash in the Trust Account.
Reflects the cash repayment of the Company’s $1.5 million Convertible Note to the Sponsor
at the closing of the Business Combination. The Sponsor waived its rights to convert the note to warrants of the post Business
Combination entity at a price of $1.00 per warrant in the Sponsor Surrender Agreement.
Reflects the forgiveness of the Company’s $1.0 million Promissory
Note to the Sponsor at the closing of the Business Combination.
Reflects the cash payment of $2.9 million, settlement of the accrued
liability of $2.0 million, and impact on retained earnings of acceleration of vesting of certain Landsea Homes phantom stock awards.
Existing employment agreements with certain Landsea Homes executives contained a provision for accelerating vesting of phantom
stock awards that was triggered upon consummation of the Business Combination.
Reflects the cash payment of an additional fee to Mr. Prot, the
Chairman of the Board, for the closing of the Business Combination.
Reflects the payment of the Company’s accrued tax liabilities
at the closing of the Business Combination.
Represents the cash payment to the holders of the public warrants
related to the Warrant Amendment. The Warrant Amendment provided for cash consideration of $1.85 per public warrant, and that each
outstanding public warrant become redeemable for 1/10th of a share of Company Class A Stock for an exercise price of $1.15, amending
the previous terms of a public warrant being redeemable for 1 share of Company Class A Stock for an exercise price of $11.50.
Reflects the reclassification of $115.1 million of the Company’s
Class A Stock subject to possible redemption to the Company’s Class A common stock with a par value of $0.0001 and Additional
Paid-In Capital.
Reflects the adjustment to the Company’s Class A common stock
and Additional Paid-In Capital for the issuance of the Company’s Class A Stock with a value of $343.8 million at a price
of $10.56 per share of Class A Stock as consideration to the Seller for the Business Combination.
Reflects issuance of the Utilization Fee Shares and Additional Fee
shares as shares of Class A Stock in connection with the Forward Purchase Transaction, and the forfeiture of Class B Stock in the
same amount of shares. Parties to the Forward Purchase Transaction purchased Company Class A Stock in the open market in exchange
for 250,415 shares of Class A Stock. The Sponsors forfeited Founder Shares of the amount of the shares of Class A Stock issued
to the parties.
Reflects the conversion of all outstanding Class B Stock to Class
A upon closing of the Business Combination (as adjusted for the amounts forfeited pursuant to Items (M) and (O) hereof). This includes
500,000 shares of Class B Stock converted to Class A Stock that the Sponsors may only sell or transfer and 500,000 of Sponsor Class
B Stock converted to Class A Stock transferred to Seller that the Seller may only sell or transfer when certain share price thresholds
are met during the twenty-four month period following the closing of the Business Combination.
Reflects the forfeiture of 600,000 Founder Shares with the adjustment
to Additional Paid-In Capital. The forfeiture of the 2,260,000 Private Placement Warrants owned by the Sponsor do not result in
a pro forma adjustment as it is a reclassification within the Additional Paid-In Capital line item. The 2,200,000 Private Placement
Warrants transferred by Sponsors to the Seller do not result in a pro forma adjustment as these are already outstanding warrants
that changed ownership.
Reflects the reclassification of historical Company Retained Earnings
into Additional Paid-In Capital.
Reflects actual redemptions of 1,826,891 public shares upon closing
of the Business Combination for aggregate redemption payments of approximately $19.3 million allocated to Class A Stock and Additional
Paid-In Capital using par value $0.0001 per share and at a redemption price of $10.57 per share based on a pro forma redemption
date of September 30, 2020. Actual redemption payments were $19.3 million at a price per share of $10.56.
Transaction Accounting Adjustments
to Unaudited Pro Forma Condensed Combined Statements of Operations
The Transaction Accounting Adjustments
included in the unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2020 and
the year ended December 31, 2019 are as follows:
Represents the elimination of the expense related to the Company’s
office space and general administrative services, the agreement of which terminated upon closing of the Business Combination.
Represents the recognition of stock compensation expense for new
Restricted Stock Unit awards granted to certain executives of Landsea Homes upon consummation of the Business Combination. The
awards will vest over 4 years and will have a continuing impact on the operations post-Business Combination.
Represents the elimination of investment income related to the
marketable securities held in the Trust Account.
Reflects the total transaction costs for Landsea Homes in the statement
of operations for the year ended December 31, 2019 and the removal of the transaction costs in Landsea Homes’ historical
statement of operations for the nine months ending September 30, 2020. Transaction costs are reflected as if incurred on January
1, 2019, the date the Business Combination occurred for the purposes of the unaudited pro forma condensed combined statements of
operations. This is a non-recurring item.
Reflects the removal of the transaction costs in the Company’s
historical statement of operations in the year ended December 31, 2019 and for the nine months ending September 30, 2020. The Company's
transaction costs are reflected as equity issuance costs for the purposes of the unaudited pro forma condensed combined statement
of operations. This is a non-recurring item.
Reflects the expense of the acceleration of vesting of certain
Landsea Homes phantom stock awards in the statement of operations for the year ended December 31, 2019 and the removal of expenses
related to the phantom stock awards in Landsea Homes' historical statement of operations for the nine months ended September 30,
2020. These costs are reflected as incurred on January 1, 2019, the date the Business Combination occurred for the purposes of
the unaudited pro forma condensed combined statement of operations. Existing employment agreements with certain Landsea Homes executives
contained a provision for accelerating vesting of phantom stock awards that was triggered upon consummation of the Business Combination.
This is a non-recurring item.
Reflects the expense related to the additional fee to Mr. Prot,
the Chairman of the Board, for the closing of Business Combination in the unaudited pro forma condensed combined statement of operations
for the year ended December 31, 2019. This is a non-recurring item.
Reflects the income tax effect of the pro forma adjustments using
the estimated blended federal and state statutory tax rate of 26%.
4. Earnings/loss
per Share
Represents the net income/(loss) per
share calculated using the historical weighted average shares outstanding, and the issuance of additional shares in connection
with the Business Combination, assuming the shares were outstanding since January 1, 2019. As the Business Combination and related
transactions are being reflected as if they had occurred at the beginning of the periods presented, the calculation of weighted
average shares outstanding for basic and diluted net income (loss) per share assumes that the shares issuable relating to the Business
Combination have been outstanding for the entire periods presented.
Nine Months Ended
Year Ended
Pro forma net income (loss)
Weighted average number of shares of Class A Stock outstanding - basic (1)(4)
Weighted average number of shares of Class A Stock outstanding - diluted (2)(3)
Net income (loss) per share of Class A Stock - diluted
(1) For the purposes of calculating the weighted average number of shares of Class A Stock outstanding, management determined that the 1,000,000 shares of Class A Stock subject to forfeiture upon the valuation of the Class A Stock failing to reach certain thresholds during the twenty-four month period following the closing of the Business Combination are not participating securities, based upon the current trading price of the Class A Stock of $10.53 as of January 7, 2021. As such, these were excluded from the calculation of the weighted average number of shares of Class A Stock outstanding.
(2) The public warrants and Private Placement Warrants are exercisable at $11.50 per share amounts which exceeds the current market price of Class A Stock and the approximate per share redemption price, as of January 7, 2021. These warrants are considered anti-dilutive and excluded from the earnings per share calculation when the exercise price exceeds the average market value of the common stock price during the applicable period.
(3) The Company considered potentially dilutive RSUs using the treasury stock method and determined that such RSUs were dilutive for the year ended December 31, 2019 and anti-dilutive for the nine months ended September 30, 2020. The diluted weighted average shares outstanding reflects the impact of these RSUs under the treasury stock method in the year ended December 31, 2019.
(4) Weighted average number of shares of Class A Stock outstanding - basic for the nine months ended September 30, 2020 includes the impact of 75,758 RSUs that vest on the first anniversary of the Business Combination.
The following summarizes the number of
shares of Class A Stock outstanding:
Ownership %
Seller (2)
33,057,303
Public (1)
10,642,887
LF Capital Restricted Parties (Converted Founder Shares) (1)(3)
2,530,835
Total shares
46,231,025
(1) Includes the 250,415 shares of Class A Stock issued as Utilization Fee Shares and Additional Fee Shares, and the forfeiture of 250,415 Founder Shares in connection with the Forward Purchase Transaction.
(2) Includes the 500,000 shares of Class A Stock to be transferred to Seller that are subject to forfeiture if the valuation of the Class A Stock does not reach certain thresholds during the twenty-four month period following the closing of the Business Combination.
(3) Includes the 500,000 shares of Class A Stock of the Sponsor that are subject to forfeiture if the valuation of the Class A Stock does not reach certain thresholds during the twenty-four month period following the closing of the Business Combination.
The above information was disclosed in a filing to the SEC. To see the filing, click here.
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