Quarterly report [Sections 13 or 15(d)]

Related Party Transactions

v3.25.1
Related Party Transactions
3 Months Ended
Mar. 31, 2025
Related Party Transactions [Abstract]  
Related Party Transactions Related Party Transactions
The Company occasionally has transactions with related parties, including Landsea Holdings Corporation (“Landsea Holdings”) which was previously the majority stockholder of the Company. As of March 31, 2025 and December 31, 2024, the Company had a net payable due to affiliates balance of $0.3 million and $0.5 million, respectively. A description of recent related party transactions is included below.
In December 2024, Landsea Holdings and Ever Fast Holdings Limited (“Ever Fast”), which were related parties of the Company at such time, completed a registered secondary offering of the Company’s common stock. The Company did not participate in purchasing any of the offered shares. The Company did not receive any of the proceeds from this secondary offering, except that Landsea Holdings paid the Company approximately $4.3 million, net of transaction closing fees, using funds received from the secondary offering. The payment represented a reimbursement for various services previously provided by the Company to Landsea Holdings. Upon the closing of this transaction, the Company wrote-off the remaining $0.8 million previously due from Landsea Holdings. Ever Fast no longer qualified as a related party upon the completion of the offering. The Company paid costs, fees, and expenses for the offering of $0.4 million and $0.3 million on behalf of Landsea Holdings and Ever Fast, respectively. The Company expects to be reimbursed by Ever Fast for the costs paid on its behalf. Following this transaction, Landsea Holdings ownership was reduced to 17% of the Company’s outstanding common stock as of the date of the transaction.
In March 2024, Landsea Holdings, the Company’s then-majority stockholder, completed a registered secondary offering of the Company’s common stock. The Company did not purchase any shares of common stock that were sold by Landsea Holdings in the offering. The Company paid costs, fees, and expenses for the offering of $0.6 million, and Landsea Holdings received all net proceeds from the sale. Landsea Holdings no longer owns greater than 50% of the Company’s common stock upon completion of the offering. As a result, the Company no longer qualifies as a “controlled company” under The Nasdaq Stock Market LLC listing standards.
In June 2022, Landsea Capital Fund, who was under common control with the Company at the time of the transaction, contributed $55.0 million to the LCF JV. The LCF JV, which is consolidated by the Company, used these proceeds to purchase undeveloped land from the Company. The Company distributed less than $0.1 million to Landsea Capital Fund during the three months ended March 31, 2025. The Company distributed $6.8 million to Landsea Capital Fund during the three months ended March 31, 2024. All intercompany transactions between the Company and the LCF JV have been eliminated upon consolidation.