8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

August 1, 2016

Date of Report (Date of earliest event reported)

PICO HOLDINGS, INC.

(Exact Name of Registrant as Specified in Its Charter)

California (State or other Jurisdiction of Incorporation or Organization) 33-36383 (Commission File Number) 94-2723335 (IRS Employer Identification No.)

7979 Ivanhoe Avenue, Suite 300

La Jolla, California  92037

(Address of principal executive offices) (Zip code)

Registrant's Telephone Number, Including Area Code:  (888) 389-3222

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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

[ ]    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CRF 240.14a-12)

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

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

1

Section 2 Financial Information

Item 2.02 Results of Operations and Financial Condition

On August 1, 2016,  UCP, Inc. (“UCP”), a 56.9% owned subsidiary of PICO Holdings, Inc. (“PICO”), and the entity through which PICO conducts its Real Estate Operations business, disclosed its financial results for the quarter ended June 30, 2016. The press release and second quarter earnings presentation are attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively, and are being furnished (not filed) under Item 2.02 of Form 8-K.

Item 9.01 Financial Statements and Exhibits

(d)    Exhibits

Exhibit Number	Description
99.1	Press Release of UCP, Inc. dated August 1, 2016 (financial results for the quarter ended June 30, 2016).
99.2	Earnings Presentation of UCP, Inc. dated August 1, 2016 (financial results for the second quarter ended June 30, 2016).

2

SIGNATURE

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

Date: August 1, 2016

PICO HOLDINGS, INC.

By: /s/ Maxim C. W. Webb    

Maxim C. W. Webb

Executive Vice President, Chief Financial Officer, Treasurer, and Secretary

3

EX-99.1

EX 99.1

UCP REPORTS SECOND QUARTER 2016 RESULTS

-Net Income Improved to $0.09 Per Share -

- Revenue from Homebuilding Increased 60.3% to $81.4 million -

- Homebuilding Gross Margin Expanded 110 basis points to 18.2% -

- Adjusted Homebuilding Gross Margin Expanded 170 basis points to 20.7% -

- Net New Home Orders Grew 11.2% to 229 -

San Jose, California, August 1, 2016. UCP, Inc. (NYSE: UCP) today announced its results of operations for the three months ended June 30, 2016.

Second Quarter 2016 Highlights Compared to Second Quarter 2015

• Net income increased to $1.8 million

• Net income attributable to shareholders of UCP increased to $0.09 per share

• Total consolidated revenue grew 51.4% to $82.8 million

• Revenue from homebuilding operations increased 60.3% to $81.4 million

• Homes delivered grew 27.9% to 197 units

• Homebuilding gross margin percentage increased 110 basis points to 18.2%

• Adjusted homebuilding gross margin percentage increased 170 basis points to 20.7%

• Selling, general and administrative expense as a percentage of total revenue improved to 14.4%, compared to 19.8%

• Net new home orders grew 11.2% to 229

• Backlog, on a dollar basis, increased 33.2% to $149.3 million

Dustin Bogue, President and Chief Executive Officer of UCP, stated, “We continued to build momentum during the second quarter. We grew revenue, improved margins and prudently managed our balance sheet to maintain a strong cash position. We continue to experience broad-based success in the West, supporting our healthy backlog expansion. In the Southeast, demand remains firm and we are rebounding from weather-related construction delays during the first half of 2016. In addition to strong operational results, our disciplined control of construction costs and overhead expenses continues to enhance our performance. The second quarter reflects the positive transformation being made throughout our organization. As we move forward, we remain focused on our four major initiatives to improve our return on equity: (1) monetizing our deep land position through organic revenue growth; (2) improving gross margins; (3) controlling overhead expenses; and (4) maintaining strong liquidity.”

Second Quarter 2016 Operating Results

Net income grew to $1.8 million, compared to a net loss of $1.5 million in the prior year period. Net income attributable to shareholders of UCP was $0.7 million, or $0.09 per share, compared to a net loss attributable to shareholders of UCP of $0.7 million, or a $0.08 loss per share, in the prior year period. The Company’s weighted average basic and diluted shares outstanding attributable to shareholders of UCP were 8.0 million and 8.1 million, respectively, compared to 7.9 million basic and diluted shares in the prior year period.

Revenue from homebuilding operations grew 60.3% to $81.4 million, compared to $50.8 million for the prior year period. The improvement was driven by both a 27.9% increase in the number of homes delivered to 197, compared to 154 homes during the prior year period, as well as a 25.2% increase in the average selling price for home sales to approximately $413,000, compared to approximately $330,000 during the prior year period. The increase in average selling price was primarily a result of a greater mix of sales in the West along with core price gains.

1

Homebuilding gross margin percentage was 18.2%, compared to 17.1% in the prior year period. Adjusted homebuilding gross margin percentage was 20.7%, compared to 19.0% in the prior year period, due to a favorable shift in product mix of the homes sold along with ongoing cost savings initiatives. Consolidated gross margin percentage was 16.7%, compared to 17.0% in the prior year period, reflecting a $2.5 million impairment and abandonment charge related to the Company’s move to exit the Bakersfield, California market. The Company made a strategic decision to redeploy capital in markets with more attractive return metrics.

Sales and marketing expense was $4.7 million, compared to $4.4 million in the prior year period. As a percentage of total revenue, sales and marketing expense decreased to 5.6%, compared to 8.0% in the prior year period, due to significant cost controls as well as higher overall revenues.

General and administrative expense was $7.2 million, compared to $6.5 million in the prior year period. As a percentage of total revenue, general and administrative expense was 8.7%, down from 11.8% for the prior year period, primarily driven by higher revenues and a disciplined cost controls.

Net new home orders were 229, compared to 206 in the prior year period, an 11.2% increase. Net new home orders in the West grew 20.4% to 165, compared to the prior year period. Net new home orders in the Southeast declined 7.2% to $0, compared to the prior year period. The increase in the West is a direct result of strong market demand. The decline in the Southeast is the result of weather delays in late 2015 and the first half 2016, as well as a decision to slow absorption and increase gross margins in a number of communities that experienced high demand during the first half of 2015. Unit backlog at the end of the quarter was 339, compared to 274 at the end of prior year period, up 23.7%. The backlog on a dollar basis increased to $149.3 million, compared to $112.1 million at the end of prior year period, up 33.2%.

Total lots owned and controlled decreased to 5,547, from 5,878 at December 31, 2015 as the Company continues to prudently manage its inventory and strives to expand its return on equity and assets.

Stock Repurchase Program

In June 2016, the Company’s board of directors authorized a stock repurchase program, under which the Company may repurchase up to $5.0 million of its Class A common stock through June 1, 2018. During the second quarter of 2016, the Company repurchased 21,065 shares of Class A common stock for approximately $160,000 under this new stock repurchase program.

Webcast and Conference Call

The Company will host a conference call for investors and other interested parties on Monday, August 1, 2016, 12:00 p.m. Eastern Time, 9:00 a.m. Pacific Time. Interested parties can listen to the call live on the Internet and locate accompanying presentation slides through the Investor Relations section of the Company’s website at www.unioncommunityllc.com.

Listeners are advised to log on to the website at least 15 minutes prior to the call to download and / or install any necessary audio software. The conference call can also be accessed by dialing 1-877-407-3982 for domestic participants or 1-201-493-6780 for international participants. Participants should ask for the UCP Second Quarter 2016 Earnings Conference Call. Those dialing in should do so at least ten minutes prior to the start of the conference call. A replay of the conference call will be available through September 1, 2016, by dialing 1-877-870-5176 for domestic participants or 1-858-384-5517 for international participants and entering the pass code 13641275. An archive of the webcast will be available on the Company’s website for a limited time.

2

About UCP, Inc.

UCP is a leading homebuilder and land developer with expertise in residential land acquisition, development and entitlement, as well as home design, construction and sales. UCP operates in the States of California, Washington, North Carolina, South Carolina and Tennessee. UCP designs and builds high-quality, sustainable single-family homes for a variety of lifestyles and budgets through its wholly-owned subsidiary, Benchmark Communities, LLC. The Benchmark Communities brand is recognized by homebuyers for its high-quality construction and craftsmanship, cutting-edge home design and customer-centric service and warranty programs.

Forward-Looking Statements

This press release contains forward-looking statements. You should not place undue reliance on those statements because they are subject to numerous uncertainties and factors relating to the Company’s operations and business environment, all of which are difficult to predict and many of which are beyond the Company’s control. Forward-looking statements include information concerning the Company’s possible or assumed future results of operations, including descriptions of the Company’s business strategy. These statements often include words such as “may,” “might,” “will,” “should,” “expects,” “plans,” anticipates,” “believes,” “estimates,” “predicts,” “potential,” “project,” “goal,” “intend,” or “continue,” or similar expressions. These statements are based on assumptions that the Company has made in light of its experience in the industry as well as its perceptions of historical trends, current conditions, expected future developments and other factors it believes are appropriate under the circumstances. Although the Company believes that these forward-looking statements are based on reasonable assumptions, it can give no assurance they will prove to be correct. Therefore, you should be aware that many factors could affect the Company’s actual financial results or results of operations and could cause actual results to differ materially from those in the forward-looking statements.

Any forward-looking statement made by the Company herein, or elsewhere, speaks only as of the date on which it was made. New risks and uncertainties come up from time to time, and it is impossible for the Company to predict these events or how they may affect it. The Company has no obligation to update any forward-looking statements after the date hereof, except as required by federal securities laws.

Homebuilding adjusted gross margin, land development adjusted gross margin and net debt to capital are non-GAAP financial measures. A reconciliation to the most comparable U.S. GAAP financial measures is presented in Appendix A hereto.

Contact:

Investor Relations:

Investorrelations@unioncommunityllc.com

408-207-9499 Ext. 476

Media:

Phil Denning/Jason Chudoba

Phil.denning@icrinc.com / Jason.chudoba@icrinc.com

3

UCP, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In thousands, except shares and per share data)

	June 30, 2016			December 31, 2015
Assets
Cash and cash equivalents	$	32,828		$	39,829
Restricted cash	900			900
Real estate inventories	374,365			360,989
Fixed assets, net	1,038			1,314
Intangible assets, net	171			236
Goodwill	4,223			4,223
Receivables	817			1,317
Other assets	6,137			5,889
Total assets	$	420,479		$	414,697
Liabilities and equity
Accounts payable	$	19,670		$	14,882
Accrued liabilities	20,116			24,616
Customer deposits	3,166			1,825
Notes payable, net	88,777			82,486
Senior notes, net	73,908			73,480
Total liabilities	205,637			197,289
Commitments and contingencies (Note 11)
Equity
Preferred stock, par value $0.01 per share, 50,000,000 authorized, no shares issued and outstanding as of June 30, 2016; no shares issued and outstanding as of December 31, 2015	—			—
Class A common stock, $0.01 par value; 500,000,000 authorized, 8,026,828 issued and 8,005,763 outstanding as of June 30, 2016; 8,014,434 issued and outstanding as of December 31, 2015	80			80
Class B common stock, $0.01 par value; 1,000,000 authorized, 100 issued and outstanding as of June 30, 2016; 100 issued and outstanding as of December 31, 2015	—			—
Additional paid-in capital	96,698			94,683
Treasury stock at cost; 21,065 shares as of June 30, 2016; none as of December 31, 2015	(160		)	—
Accumulated deficit	(3,761		)	(4,563		)
Total UCP, Inc. stockholders’ equity	92,857			90,200
Noncontrolling interest	121,985			127,208
Total equity	214,842			217,408
Total liabilities and equity	$	420,479		$	414,697

4

UCP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME OR LOSS

(Unaudited)

(In thousands, except shares and per share data)

	Three Months Ended June 30,						Six months ended June 30,
	2016			2015			2016			2015
REVENUE:
Homebuilding	$	81,415		$	50,785		$	149,641		$	93,421
Land development	1,422			1,920			1,422			2,040
Other revenue	—			2,021			—			2,788
Total revenue:	82,837			54,726			151,063			98,249
COSTS AND EXPENSES:
Cost of sales - homebuilding	66,370			42,120			122,576			77,738
Cost of sales - land development	225			1,543			686			1,548
Cost of sales - other revenue	—			1,742			—			2,405
Impairment on real estate	2,397			—			2,397			—
Total cost of sales	68,992			45,405			125,659			81,691
Gross margin - homebuilding	15,045			8,665			27,065			15,683
Gross margin - land development	1,197			377			736			492
Gross margin - other revenue	—			279			0			383
Gross margin - impairment on real estate	(2,397		)	—			(2,397		)	—
Sales and marketing	4,667			4,357			8,743			8,553
General and administrative	7,234			6,453			14,509			13,772
Total costs and expenses	80,893			56,215			148,911			104,016
Income (loss) from operations	1,944			(1,489		)	2,152			(5,767		)
Other income, net	22			30			49			131
Net income (loss) before income taxes	$	1,966		$	(1,459	)	2,201			(5,636		)
Provision for income taxes	(141		)	—			(147		)	—
Net income (loss)	$	1,825		$	(1,459	)	$	2,054		$	(5,636	)
Net income (loss) attributable to noncontrolling interest	$	1,119		$	(791	)	$	1,252		$	(3,128	)
Net income (loss) attributable to UCP, Inc.	706			(668		)	802			(2,508		)
Other comprehensive income (loss), net of tax	—			—			—			—
Comprehensive income (loss)	$	1,825		$	(1,459	)	$	2,054		$	(5,636	)
Comprehensive income (loss) attributable to noncontrolling interest	$	1,119		$	(791	)	$	1,252		$	(3,128	)
Comprehensive income (loss) attributable to UCP, Inc.	$	706		$	(668	)	$	802		$	(2,508	)
Earnings (loss) per share of Class A common stock:
Basic	$	0.09		$	(0.08	)	$	0.10		$	(0.32	)
Diluted	$	0.09		$	(0.08	)	$	0.10		$	(0.32	)
Weighted average shares of Class A common stock:
Basic	8,024,790			7,932,037			8,023,269			7,927,708
Diluted	8,145,128			7,932,037			8,025,481			7,927,708

5

UCP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)

	Six months ended June 30,
	2016			2015
Operating activities
Net income (loss)	$	2,054		$	(5,636	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Stock-based compensation	415			1,242
Abandonment charges	474			2
Impairment on real estate inventories	2,397			—
Depreciation and amortization	352			304
Fair value adjustment of contingent consideration	8			212
Changes in operating assets and liabilities:
Real estate inventories	(15,719		)	(27,076		)
Receivables	500			111
Other assets	(212		)	(711		)
Accounts payable	4,788			10,791
Accrued liabilities	(4,585		)	(6,681		)
Customer deposits	1,341			1,170
Income taxes payable	78			—
Net cash used in operating activities	(8,109		)	(26,272		)
Investing activities
Purchases of fixed assets	(59		)	(267		)
Net cash used in investing activities	(59		)	(267		)
Financing activities
Distribution to noncontrolling interest	(4,830		)	(981		)
Proceeds from notes payable	67,837			59,168
Repayment of notes payable	(61,505		)	(35,162		)
Debt issuance costs	(129		)	(450		)
Repurchase of common stock	(160		)	—
Withholding taxes paid for vested RSUs	(46		)	(22		)
Net cash provided by financing activities	1,167			22,553
Net decrease in cash and cash equivalents	(7,001		)	(3,986		)
Cash and cash equivalents – beginning of period	39,829			42,033
Cash and cash equivalents – end of period	$	32,828		$	38,047
Non-cash investing and financing activity
Exercise of land purchase options acquired with acquisition of business	$	34		$	83
Issuance of Class A common stock for vested restricted stock units	$	123		$	98
Supplemental cash flow information
Income taxes paid	$	69		$	—

6

Appendix A

Select Operating Data by Region

	Three months ended June 30,						Six months ended June 30,
	2016		2015		% Change		2016		2015		% Change
Revenue from Homebuilding Operations (in thousands)
West	68,015		35,746		90.3	%	124,774		68,974		80.9	%
Southeast	13,400		15,039		(10.9	)%	24,867		24,447		1.7	%
Total	81,415		50,785		60.3	%	149,641		93,421		60.2	%
Homes Delivered
West	143		85		68.2	%	258		163		58.3	%
Southeast	54		69		(21.7	)%	106		113		(6.2	)%
Total	197		154		27.9	%	364		276		31.9	%
Average Selling Price for Home Sales (in thousands)
West	$	476	$	421	13.1	%	$	484	$	423	14.4	%
Southeast	$	248	$	218	13.8	%	$	235	$	216	8.8	%
Total	$	413	$	330	25.2	%	$	411	$	338	21.6	%
Net New Home Orders
West	165		137		20.4	%	341		295		15.6	%
Southeast	64		69		(7.2	)%	113		165		(31.5	)%
Total	229		206		11.2	%	454		460		(1.3	)%
Average Selling Communities
West	18		17		5.9	%	18		17		5.9	%
Southeast	10		12		(16.7	)%	10		10		—	%
Total	28		29		(3.4	)%	28		27		3.7	%
Backlog Units
West							268		193		38.9	%
Southeast							71		81		(12.3	)%
Total							339		274		23.7	%
Backlog Dollar Basis (in thousands)
West							130,287		94,282		38.2	%
Southeast							19,019		17,777		7.0	%
Total							149,306		112,059		33.2	%
Owned Lots
West							3,955		4,089		(3.3	)%
Southeast							964		946		1.9	%
Total							4,919		5,035		(2.3	)%
Controlled Lots
West							404		578		(30.1	)%
Southeast							224		1,828		(87.7	)%
Total							628		2,406		(73.9	)%

7

Appendix B

Reconciliation of GAAP and Non-GAAP Measures

Gross Margin and Adjusted Gross Margin

	Three Months Ended June 30,
	2016			%		2015			%
	($ in thousands)
Consolidated Gross Margin & Adjusted Gross Margin
Revenue	$	82,837		100.0	%	$	54,726		100.0	%
Cost of Sales	68,992			83.3	%	45,405			83.0	%
Gross Margin	13,845			16.7	%	9,321			17.0	%
Add: interest in cost of sales	1,936			2.3	%	1,049			1.9	%
Add: impairment and abandonment charges	2,452			3.0	%	—			—	%
Adjusted Gross Margin (1)	$	18,233		22.0	%	$	10,370		18.9	%
Consolidated Gross margin percentage	16.7		%			17.0		%
Consolidated Adjusted gross margin percentage (1)	22.0		%			18.9		%
Homebuilding Gross Margin & Adjusted Gross Margin
Homebuilding revenue	$	81,415		100.0	%	$	50,785		100.0	%
Cost of home sales	66,636			81.8	%	42,120			82.9	%
Homebuilding gross margin	14,779			18.2	%	8,665			17.1	%
Add: interest in cost of home sales	1,790			2.2	%	1,000			2.0	%
Add: impairment and abandonment charges	266			0.3	%	—			—	%
Adjusted homebuilding gross margin(1)	$	16,835		20.7	%	$	9,665		19.0	%
Homebuilding gross margin percentage	18.2		%			17.1		%
Adjusted homebuilding gross margin percentage (1)	20.7		%			19.0		%
Land Development Gross Margin & Adjusted Gross Margin
Land development revenue	$	1,422		100.0	%	$	1,920		100.0	%
Cost of land development	2,356			165.7	%	1,543			80.4	%
Land development gross margin	(934		)	(65.7	)%	377			19.6	%
Add: interest in cost of land development	146			10.3	%	49			2.6	%
Add: Impairment and abandonment charges	2,186			153.7	%	—			—	%
Adjusted land development gross margin (1)	$	1,398		98.3	%	$	426		22.2	%
Land development gross margin percentage	(65.7		)%			19.6		%
Adjusted land development gross margin percentage (1)	98.3		%			22.2		%
Other Revenue Gross and Adjusted Margin
Revenue	$	—		—	%	$	2,021		100.0	%
Cost of revenue	—			—	%	1,742			86.2	%
Other revenue gross and adjusted margin	$	—		—	%	$	279		13.8	%
Other revenue gross and adjusted margin percentage	—		%			13.8		%

8

	Six months ended June 30,
	2016			%		2015			%
	($ in thousands)
Consolidated Gross Margin & Adjusted Gross Margin
Revenue	$	151,063		100.0	%	$	98,249		100.0	%
Cost of Sales	125,659			83.2	%	81,691			83.1	%
Gross Margin	25,404			16.8	%	16,558			16.9	%
Add: interest in cost of sales	3,475			2.3	%	1,973			2.0	%
Add: impairment and abandonment charges	2,871			1.9	%	2			—	%
Adjusted Gross Margin (1)	$	31,750		21.0	%	$	18,533		18.9	%
Consolidated Gross margin percentage	16.8		%			16.9		%
Consolidated Adjusted gross margin percentage (1)	21.0		%			18.9		%
Homebuilding Gross Margin & Adjusted Gross Margin
Homebuilding revenue	$	149,641		100.0	%	$	93,421		100.0	%
Cost of home sales	122,842			82.1	%	77,738			83.2	%
Homebuilding gross margin	26,799			17.9	%	15,683			16.8	%
Add: interest in cost of home sales	3,329			2.2	%	1,924			2.1	%
Add: impairment and abandonment charges	266,000			0.2	%	—			—	%
Adjusted homebuilding gross margin(1)	$	30,394		20.3	%	$	17,607		18.8	%
Homebuilding gross margin percentage	17.9		%			16.8		%
Adjusted homebuilding gross margin percentage (1)	20.3		%			18.8		%
Land Development Gross Margin & Adjusted Gross Margin
Land development revenue	$	1,422		100.0	%	$	2,040		100.0	%
Cost of land development	2,817			198.1	%	1,548			75.9	%
Land development gross margin	(1,395		)	(98.1	)%	492			24.1	%
Add: interest in cost of land development	146			10.3	%	49			2.4	%
Add: Impairment and abandonment charges	2,605			183.2	%	2			0.1	%
Adjusted land development gross margin (1)	$	1,356		95.4	%	$	543		26.6	%
Land development gross margin percentage	(98.1		)%			24.1		%
Adjusted land development gross margin percentage (1)	95.4		%			26.6		%
Other Revenue Gross and Adjusted Margin
Revenue	$	—		—	%	$	2,788		100.0	%
Cost of revenue	—			—	%	2,405			86.3	%
Other revenue gross and adjusted margin	$	—		—	%	$	383		13.7	%
Other revenue gross and adjusted margin percentage	—		%			13.7		%

* Percentages may not add due to rounding.

⁽¹⁾  Adjusted gross margin, adjusted homebuilding gross margin and adjusted land development gross margin are non-GAAP financial measures. These metrics have been adjusted to add back capitalized interest, and impairment and abandonment charges. We use adjusted gross margin information as a supplemental measure when evaluating our operating performance. We believe this information is meaningful, because it isolates the impact that leverage and non-cash impairment and abandonment charges have on gross margin. However, because adjusted gross margin information excludes interest expense and impairment and abandonment charges, all of which have real economic effects and could materially impact our results, the utility of adjusted gross margin information as a measure of our operating performance is limited. In addition, other companies may not calculate adjusted gross margin information in the same manner that we do. Accordingly, adjusted gross margin information should be considered only as a supplement to gross margin information as a measure of our performance. The table above provides a reconciliation of adjusted gross margin numbers to the most comparable U.S. GAAP financial measure.

9

Debt-to-Capital Ratio and Net Debt-to-Capital Ratio

	As of June 30, 2016			As of December 31, 2015
Debt	$	162,685		$	155,966
Equity	214,842			217,408
Total capital	$	377,527		$	373,374
Ratio of debt-to-capital	43.1		%	41.8		%
Debt	$	162,685		$	155,966
Net cash and cash equivalents	$	33,728		$	40,729
Less: restricted cash and minimum liquidity requirement	15,900			15,900
Unrestricted cash and cash equivalents	$	17,828		$	24,829
Net debt	$	144,857		$	131,137
Equity	214,842			217,408
Total adjusted capital	$	359,699		$	348,545
Ratio of net debt-to-capital (1)	40.3		%	37.6		%

⁽¹⁾ The ratio of net debt-to-capital is computed as the quotient obtained by dividing net debt (which is debt less cash and cash equivalents, including restricted cash balance requirements) by the sum of net debt plus stockholders’ and member’s equity. The most directly comparable U.S. GAAP financial measure is the ratio of debt-to-capital. We believe the ratio of net debt-to-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 reconcile this non-GAAP financial measure to the ratio of debt-to-capital in the table above. The Company’s calculation of net debt-to-capital ratio might not be comparable with other issuers or issuers in other industries.

10

EX-99.2

2Q16 Earnings Presentation Augus t 1 , 2016

U Forward-Looking Statements We make forward-looking statements in this presentation that are subject to risks, uncertainties and assumptions. All statements other than statements of historical fact included in this presentation are forward-looking statements. You can identify forward-looking statements by the fact that they do not relate strictly to historical facts. These statements may include words such as “may,” “might,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” “project,” “goal,” “intend” or “continue,” the negative of these terms and other comparable terminology or expressions. These forward-looking statements may include projections of our future financial or operating performance, our anticipated growth strategies, anticipated trends in our business and other future events or circumstances. These statements are based on our current expectations and projections about future events and may prove to be inaccurate. Forward-looking statements involve numerous risks and uncertainties and you should not rely on them as predictions of future events. Forward-looking statements depend on assumptions, data or methods which may prove to be incorrect or imprecise and may prove to be inaccurate. We do not guarantee that the transactions and events described in any forward-looking statements will happen as described (or that they will happen at all). The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements: economic changes, either nationally or in the markets in which we operate, including declines in employment, volatility of mortgage interest rates, declines in consumer sentiment and an increase in inflation; downturns in the homebuilding industry, either nationally or in the markets in which we operate; continued volatility and uncertainty in the credit markets and broader financial markets; the operating performance of our business; changes in our business and investment strategy; availability of land to acquire and our ability to acquire land on favorable terms or at all; availability, terms and deployment of capital; disruptions in the availability of mortgage financing or increases in the number of foreclosures in our markets; shortages of or increased prices for labor, land or raw materials used in housing construction; delays or restrictions in land development or home construction, or reduced consumer demand resulting from adverse weather and geological conditions or other events outside our control; the cost and availability of insurance and surety bonds; changes in, or the failure or inability to comply with, governmental laws and regulations; the timing of receipt of regulatory approvals and the opening of communities; the degree and nature of our competition; our leverage and debt service obligations; our future operating expenses, which may increase disproportionately to our revenue; our ability to achieve operational efficiencies with future revenue growth; our relationship, and actual and potential conflicts of interest, with PICO, which owns a majority economic interest in UCP, LLC; and availability of, and our ability to retain, qualified personnel. For a further discussion of these and other factors, see the “Risk Factors” disclosed in our Annual Report on Form 10-K for the year ended December 31, 2015, which is filed with the Securities and Exchange Commission. In light of these risks and uncertainties, the forward- looking statements discussed in this presentation might not occur. You are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this presentation. While forward-looking statements reflect our good faith beliefs, they are not guarantees of future performance, and our actual results could differ materially from those expressed in any forward-looking statement. We disclaim any obligation to publicly update or revise any forward- looking statement to reflect changes in underlying assumptions or factors, new information, data or methods, future events or other changes, except as required by law. 2

U - HB Gross Margin +110 bps - Adj. HB Gross Margin1 +170 bps - SG&A % Revenue -540 bps - 4 Straight Qtrs of Profitability - Actively Managing Inventory - Focused on Improving ROE Momentum 2Q16 Compared to 2Q15 1 Discipline 2Q16 Compared to 2Q15 2 Transformation 3 - Homebuilding Revenue +60% - Homes Delivered +28% - Net New Home Orders +11% - Backlog Value +33% (1) Adjusted homebuilding gross margin is a non-GAAP financial measure. The most directly comparable U.S. GAAP financial measure is homebuilding gross margin. A discussion of adjusted homebuilding gross margin is included in the Appendix hereto, as well as a reconciliation between homebuilding gross margin and adjusted homebuilding gross margin. (2) There is no guarantee or representation that UCP will repurchase the full $5.0 million of repurchases authorized under the program. The timing and amount of any repurchases will be at UCP’s discretion and will be subject to prevailing market conditions and other considerations, including UCP’s liquidity, the terms of its debt instruments, planned land investment and development spending, acquisition and other investment opportunities and ongoing capital requirements. (3) Based on a closing stock price of $7.19 per class A common share on June 3, 2016. . 3 Initiated $5.0 million stock repurchase program2 representing ~9%3 of outstanding Class A stock Continued Progress on Objectives

Momentum Highlights • Total consolidated revenue grew 51.4% to $82.8 million • Homebuilding revenue increased 60.3% to $81.4 million • Homes delivered grew 27.9% to 197 homes • Average home sales price increased 25.2% to $413,000 • Net new home orders grew 11.2% to 229 • Unit backlog increased 23.7% to 339 • Backlog, on a dollar basis, increased 33.2% to $149.3 million 2Q16 Compared to 2Q15 4 Revenue Homes Delivered/ ASP New Home Orders/ Backlog

U $330 $413 2Q15 2Q16 ASP ($000) 2016 Homebuilding Revenue Homebuilding Revenue Homes Delivered Average Selling Price Mix of Homes Delivered by Region Homes Delivered $360k $370k 5 $50.8 $81.4 2Q15 2Q16 Homebuilding Revenue ($MM) 154 197 2Q15 2Q16 Homes Delivered Central Valley 27% SF Bay Area 26% Pacific Northwest 18% Southern CA 1% Southeast 28%

U Markets, New Orders & Backlog UCP Homebuilding Markets Net New Home Orders Land Inventory by Region $360k $370k 6 Southeast Southern California Central Valley Pacific Northwest UCP Note: ‘Land inventory’ denotes owned & controlled lots as of June 30, 2016. Homes in Backlog SF Bay Area 274 339 2Q15 2Q16 206 229 2Q15 2Q16 West 79% Southeast 21% 4,359 Lots 1,188 Lots

Discipline Highlights • Homebuilding gross margin increased 110 bps to 18.2% • Adjusted homebuilding gross margin1 increased 170 bps to 20.7% • Incentives decreased to 1.8% from 2.4% of homebuilding revenue • SG&A as a percentage of total revenue improved to 14.4%, compared to 19.8% • G&A up $0.8 million to support HB Revenue up $30.6 million 2Q16 Compared to 2Q15 7 (1) Adjusted homebuilding gross margin is a non-GAAP financial measure. The most directly comparable U.S. GAAP financial measure is homebuilding gross margin. A discussion of adjusted homebuilding gross margin is included in the Appendix hereto, as well as a reconciliation between homebuilding gross margin and adjusted homebuilding gross margin. Gross Margin SG&A

U Gross Margin Expansion 8 Highlights Homebuilding Gross Margin  Disciplined and strengthened margin profile  2Q16 homebuilding gross margin up 110 basis points year-over-year  2Q16 adjusted homebuilding gross margin1 up 170 basis points year-over-year  Favorable shift in product mix of the homes sold  Ongoing cost savings initiatives  Exiting the Bakersfield, California market (1) Adjusted homebuilding gross margin is a non-GAAP financial measure. The most directly comparable U.S. GAAP financial measure is homebuilding gross margin. A discussion of adjusted homebuilding gross margin is included in the Appendix hereto, as well as a reconciliation between homebuilding gross margin and adjusted homebuilding gross margin. Adj. Homebuilding Gross Margin1 19.0% 20.7% 2Q15 2Q16 17.1% 18.2% 2Q15 2Q16

U SG&A Improvement 9 Sales & Marketing as % of Total Revenue G&A as % of Total Revenue Highlights  2Q16 SG&A as a percent of total revenue improved 540 bps to 14.4%  Disciplined control of overhead expenses continues to enhance our performance  More efficient cost base to leverage rising revenue and deliveries 11.8% 8.7% 2Q15 2Q16 8.0% 5.6% 2Q15 2Q16 -310 bps -240 bps

Transformation Highlights • Net income increased to $1.8 million • EPS attributable to Class A common stock increased to $0.09 • Monetizing land position through organic revenue growth • Total lots owned and controlled of 5,547 • Prudently managing land inventory • Purchased 21,065 shares of Class A common stock for $160,000 under new $5 million stock repurchase program1 • Striving to expand return on equity and assets 2Q16 Compared to 2Q15 10 ROE Land Inventory Net Income (1) There is no guarantee or representation that UCP will repurchase the full $4.8 million of repurchases remaining under the program. The timing and amount of any additional repurchases will be at UCP’s discretion and will be subject to prevailing market conditions and other considerations, including UCP’s liquidity, the terms of its debt instruments, planned land investment and development spending, acquisition and other investment opportunities and ongoing capital requirements.

U Balance Sheet Strength 11 Disciplined approach to managing leverage by managing inventory Significant increase in interest coverage improves credit profile (1) The ratio of net-debt-to-capital is a non-GAAP financial measure. The most directly comparable U.S. GAAP financial measure is the ratio of debt-to-capital. We believe that our leverage ratios provide useful information to the users of our financial statements regarding our financial position and cash and debt management. A discussion of net-debt-to-capital is included in the Appendix hereto, as well as a reconciliation between net-debt-to-capital and debt-to-capital. (2) Interest coverage is computed using EBIT, a non-GAAP financial measure. EBIT is computed from U.S. GAAP pre-taxable income by adding back interest expense. The interest coverage ratio is calculated by comparing EBIT to interest expensed. (3) Interest coverage calculated on a last twelve months’ basis. ($ in millions, except where noted) Jun 30, 2016 Mar 31, 2016 Dec 31, 2015 Cash $ 32.8 $ 29.8 $ 39.8 Real Estate Inventory $374.4 $371.6 $361.0 Debt $162.7 $158.6 $156.0 Equity $214.8 $217.8 $217.4 Debt-to-Capital 43.1% 42.1% 41.8% Net Debt-to-Capital1 40.3% 39.8% 37.6% Net Income before tax $ 13.7 $ 10.3 $ 5.9 Interest Expense $ 7.1 $ 6.2 $ 5.6 EBIT $ 20.8 $ 16.5 $ 11.4 Interest Incurred $ 12.3 $ 11.9 $ 11.6 Interest Coverage2,3 1.7 times 1.4 times 1.0 times

U Building on Strong Track Record of Growth $360k $370k 12  Strong growth track record  Growing home deliveries and revenue to expected record highs in 2016  Scalable corporate infrastructure in place to support growth and ROE  Unit backlog growth of 23.7% to 339 (2Q16 compared to 2Q15) $155 $253 ~ ~$325 2014 2015 2016E Homebuilding Revenue ($MM)

U Financial Summary 13 (1) Adjusted homebuilding gross margin is a non-GAAP financial measure. The most directly comparable U.S. GAAP financial measure is homebuilding gross margin. A discussion of adjusted homebuilding gross margin is included in the Appendix hereto, as well as a reconciliation between homebuilding gross margin and adjusted homebuilding gross margin.

U Appendix – Gross Margin and Adj. Gross Margin Reconciliation 14 (1) Adjusted homebuilding gross margin percentage is a non-GAAP financial measure. The most directly comparable U.S. GAAP financial measure is homebuilding gross margin. Adjusted gross margin is defined as gross margin plus capitalized interest, impairment and abandonment charges. We use adjusted gross margin information as a supplemental measure when evaluating our operating performance. We believe this information is meaningful, because it isolates the impact that leverage and non-cash impairment and abandonment charges have on gross margin. However, because adjusted gross margin information excludes interest expense and impairment and abandonment charges, all of which have real economic effects and could materially impact our results, the utility of adjusted gross margin information as a measure of our operating performance is limited. In addition, other companies may not calculate adjusted gross margin information in the same manner that we do. Accordingly, adjusted gross margin information should be considered only as a supplement to gross margin information as a measure of our performance. The table above provides a reconciliation of adjusted gross margin numbers to the most comparable U.S. GAAP financial measure. .

U Appendix – Ratio of Net Debt to Capital 15 (1) The ratio of net debt-to-capital is a non-GAAP financial measure. The most directly comparable U.S. GAAP financial measure is the ratio of debt-to-capital. We believe that our leverage ratios provide useful information to the users of our financial statements regarding our financial position and cash and debt management. The ratio of net debt-to-capital is computed as the quotient obtained by dividing net debt (which is debt less unrestricted cash and cash equivalents) by the sum of net debt plus stockholders’ and member's equity. We believe the ratio of net debt-to-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 reconcile this non-GAAP financial measure to the ratio of debt-to-capital in the table above. In addition, other issuers or issuers in other industries may not calculate net debt-to-capital ratio in the same manner that we do. Accordingly, the net debt-to-capital ratio should be considered only as a supplement to the ratio of debt-to-capital information as a measure of our financial leverage.

U Appendix – EBIT 16 (1) EBIT (“earnings before interest & tax”) is a non-GAAP financial measure. The most directly comparable U.S. GAAP financial measure is net income before taxes. EBIT is computed from U.S. GAAP pre-taxable income by adding back interest expense. We believe that EBIT provides useful information to the users of our financial statements regarding our operating profitability. We reconcile this non-GAAP financial measure to net income before taxes, based on the last twelve months, in the table above. In addition, other issuers or issuers in other industries may not calculate EBIT in the same manner that we do. Accordingly, EBIT should be considered only as a supplement to the net income before taxes as a measure of our operating profitability. (2) Interest coverage is computed using EBIT, a non-GAAP financial measure. The interest coverage ratio is calculated by comparing EBIT to interest expensed. We believe that interest coverage ratio is a relevant financial measure for investors to understand our debt and profitability of our operations and as an indicator of our ability to pay interest on our debt.