UCP Ucp Class A

- 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 -

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.

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.

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.

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    

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    

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 $ —  

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)%    

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 %     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.

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.

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Investor Relations:Investorrelations@unioncommunityllc.com408-207-9499 Ext. 476orMedia:Phil Denning/Jason ChudobaPhil.denning@icrinc.com / Jason.chudoba@icrinc.com