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EX-99.1 - EXHIBIT 99.1 - UCP, Inc.a8-kucpq22015results.htm
                                                

EX 99.1
UCP REPORTS SECOND QUARTER 2015 RESULTS

-Backlog Units More than Double to 274 Homes in Second Quarter 2015 -
-Homebuilding Gross Margin Improves Sequentially to 17.1% in Second Quarter 2015 -

San Jose, California, August 10, 2015. UCP, Inc. (NYSE: UCP) today announced its results of operations for the three months ended June 30, 2015.

Second Quarter 2015 Highlights Compared to Second Quarter 2014
Net new home orders improved 54.9% to 206 units
Unit backlog increased 121.0% to 274 units
Backlog on a dollar basis expanded to $112.1 million, compared to $39.7 million
Revenue from homebuilding operations increased 1.5% to $50.8 million
New homes deliveries grew 11.6% to 154 units
General and administrative expense reduced by 6.6% to $6.5 million
Average selling communities of 29, compared to 27

“During the second quarter 2015 we remained focused on achieving profitability. During the quarter we made further progress on improving our gross margins on a sequential basis while also rationalizing our G&A expense,” stated Dustin Bogue, President and Chief Executive Officer of UCP. “Our growth in deliveries though traditional dirt sales versus spec is resulting in steady improvement in our backlog units and margins. We are also more actively monitoring our G&A expense and remain committed to establishing a more efficient cost base to leverage our rising community count and net new home orders. Into the second half of 2015, we aim to continue growing our business in a disciplined manner to capitalize on the favorable demand environment in our markets and realize additional benefits from the incremental improvements we are making in our operations.”

Second Quarter 2015 Operating Results
Total consolidated revenues including homebuilding, land development and other revenues, for the second quarter 2015 were $54.7 million, compared to $63.6 million in the prior year period, attributable to lower land development revenue.

Revenue from homebuilding operations in the second quarter 2015 grew 1.5% to $50.8 million, compared to $50.0 million for the prior year period. The improvement was primarily the result of an increase in the number of homes delivered to 154 during the second quarter, compared to 138 homes during the prior year period. The growth in deliveries was partly due to an increase in the number of average selling communities to 29 in the second quarter, compared to an average of 27 selling communities in the prior year period. Active selling communities consists of those communities where we have more than 15 homes remaining to sell. The average selling price for home sales was approximately $330,000 during the second quarter of 2015, compared to approximately $362,000 during the prior year period. The reduction in average selling price was primarily a result of geographic mix.

Net new home orders in the quarter increased 54.9% to 206 from 133 in the prior year period, primarily as the result of an increase in average active selling communities. Unit backlog at the end of the quarter was 274, compared to 124 at the end of prior year period and backlog on a dollar basis increased to $112.1 million, compared to $39.7 million at the end of prior year period.

Consolidated gross margin percentage in the second quarter 2015 was 17.0%, compared to 18.8% in the prior year period. Homebuilding gross margin percentage was 17.1%, compared to 17.9% in the prior year period. Adjusted homebuilding gross margin percentage was 19.0%, compared to 19.9% in the prior year period, due to a shift in product and regional mix of the homes sold, but increased compared to 18.6% in the first quarter 2015.

Sales and marketing expense for the second quarter 2015 was $4.4 million, compared to $3.8 million in the same prior year period, due to the increase in homes delivered and the number of selling communities being marketed. As a percentage of

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total revenue, sales and marketing expense was 8.0% in the second quarter, compared to 5.9% in the prior year period, primarily as a result of a higher transaction cost per home.

General and administrative expense for the current quarter was $6.5 million, compared to $6.9 million in the prior year period. As a percentage of total revenue, general and administrative expense was 11.8% for the second quarter, compared to 10.9% for the prior year period, as a result of lower land development revenue which more than offset cost rationalizations and a reduction in fixed costs.

Net loss attributable to shareholders of UCP was $0.7 million, or $0.08 per share, compared to net income attributable to shareholders of UCP of $0.2 million, or $0.02 per share, in the prior year period. The Company’s weighted average basic and diluted shares outstanding was 7.9 million, compared to 7.9 million shares in the prior year quarter.

Total lots owned and controlled increased to 7,441, compared to 6,368 at December 31, 2014. The Company continues to actively pursue opportunities to acquire land in desirable and high growth areas in its attractive markets.

Webcast and Conference Call

The Company will host a conference call for investors and other interested parties on Monday, August 10, 2015, 12:00 p.m. Eastern Time, 9:00 a.m. Pacific Time. Interested parties can listen to the call live on the Internet 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 Union Community Partners Second Quarter 2015 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 10, 2015, by dialing 1-877-870-5176 for domestic participants or 1-858-384-5517 for international participants and entering the pass code 13615518. An archive of the webcast will be available on the Company’s website for a limited time.

About UCP, Inc.

UCP is a homebuilder and land developer with land acquisition and entitlement expertise with operations in California, Washington State, North Carolina, South Carolina, and Tennessee. UCP designs, constructs and builds high-quality, sustainable single-family homes for a variety of lifestyles and budgets through its wholly-owned subsidiaries, 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," "will," "should," "believe," "expect," "anticipate," "intend," "plan," "estimate" 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

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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-U.S. 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































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UCP, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In thousands, except shares and per share data)
 
June 30,
2015
 
December 31,
2014
Assets
 
 
 
Cash and cash equivalents
$
38,047

 
$
42,033

Restricted cash
250

 
250

Real estate inventories
349,550

 
321,693

Fixed assets, net
1,552

 
1,571

Intangible assets, net
486

 
586

Goodwill
4,223

 
4,223

Receivables
1,180

 
1,291

Other assets
6,266

 
5,804

Total assets
$
401,554

 
$
377,451

 
 
 
 
Liabilities and equity
 
 
 
Accounts payable and accrued liabilities
$
36,227

 
$
30,733

Notes payable
84,827

 
60,901

Senior notes, net
74,630

 
74,550

Total liabilities
195,684

 
166,184

 
 
 
 
Commitments and contingencies (Note 10)
 
 
 
 
 
 
 
Shareholders’ Equity
 
 
 
Preferred stock, par value $0.01 per share, 50,000,000 authorized, no shares issued and outstanding at June 30, 2015; no shares issued and outstanding at December 31, 2014

 

Class A common stock, $0.01 par value; 500,000,000 authorized, 7,933,388 issued and outstanding at June 30, 2015; 7,922,216 issued and outstanding at December 31, 2014
79

 
79

Class B common stock, $0.01 par value; 1,000,000 authorized, 100 issued and outstanding at June 30, 2015; 100 issued and outstanding at December 31, 2014

 

Additional paid-in capital
94,632

 
94,110

Accumulated deficit
(9,442
)
 
(6,934
)
Total UCP, Inc. stockholders’ equity
85,269

 
87,255

Noncontrolling interest
120,601

 
124,012

  Total equity
205,870

 
211,267

Total liabilities and equity
$
401,554

 
$
377,451








4

                                                

UCP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(Unaudited)
(In thousands, except shares and per share data)

Three Months Ended June 30,

Six Months Ended June 30,

2015

2014

2015

2014
REVENUE:







Homebuilding
$
50,785


$
50,010


$
93,421


$
75,456

Land development
1,920


12,075


2,040


12,249

Other revenue
2,021


1,518


2,788


1,518

Total revenue:
54,726


63,603


98,249


89,223









COSTS AND EXPENSES:











        Cost of sales - homebuilding
42,120


41,076


77,738


61,876

        Cost of sales - land development
1,543


9,241


1,548


9,387

        Cost of sales - other revenue
1,742


1,329


2,405


1,329

  Sales and Marketing
4,357


3,765


8,553


6,321

  General and Administrative
6,453


6,909


13,772


13,180

Total costs and expenses
56,215


62,320


104,016


92,093

Income (loss) from operations
(1,489
)

1,283


(5,767
)

(2,870
)
Other income, net
30


13


131


86

Net income (loss) before income taxes
(1,459
)

1,296


(5,636
)

(2,784
)
Provision for income taxes







Net income (loss)
$
(1,459
)

$
1,296


$
(5,636
)

$
(2,784
)
Net income (loss) attributable to noncontrolling interest
$
(791
)

$
1,117


$
(3,128
)

$
(467
)
Net income (loss) attributable to shareholders of UCP, Inc.
(668
)

179


(2,508
)

(2,317
)
Other comprehensive loss, net of tax







Comprehensive income (loss)
$
(1,459
)

$
1,296


$
(5,636
)

$
(2,784
)
Comprehensive income (loss) attributable to noncontrolling interest
$
(791
)

$
1,117


$
(3,128
)

$
(467
)
Comprehensive income (loss) attributable to shareholders of UCP, Inc.
$
(668
)

$
179


$
(2,508
)

$
(2,317
)








Earnings (loss) per share:







Basic
$
(0.08
)

$0.02

$
(0.32
)

$
(0.30
)
Diluted
$
(0.08
)

$0.02

$
(0.32
)

$
(0.30
)








Weighted average common shares:







Basic
7,932,037


7,835,562


7,927,708


7,827,999

Diluted
7,932,037


7,922,644


7,927,708


7,827,999











5

                                                

UCP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)


Six Months Ended June 30,

2015

2014
Operating activities





Net loss
$
(5,636
)

$
(2,784
)
  Adjustments to reconcile net loss to net cash (used in) provided by operating activities:





Stock-based compensation
1,242


2,149

Abandonment charges
2


173

Depreciation and amortization
304


268

Fair value adjustment of contingent consideration
212



Changes in operating assets and liabilities:





Real estate inventories
(27,076
)

(48,147
)
Receivables
111


155

Other assets
(711
)

(2,362
)
Accounts payable and accrued liabilities
5,280


1,915

  Net cash used in operating activities
(26,272
)

(48,633
)
Investing activities





  Purchases of fixed assets
(267
)

(536
)
  Citizens acquisition


(14,006
)
  Restricted cash


(250
)
  Net cash used in investing activities
(267
)

(14,792
)
Financing activities





  Distribution to noncontrolling interest
(981
)


  Proceeds from notes payable
59,168


37,017

  Repayment of notes payable
(35,162
)

(21,110
)
  Debt issuance costs
(450
)


  Repurchase of Class A common stock for settlement of employee withholding taxes
(22
)

(814
)
Net cash provided by financing activities
22,553


15,093

Net decrease in cash and cash equivalents
(3,986
)

(48,332
)
Cash and cash equivalents – beginning of period
42,033


87,503

Cash and cash equivalents – end of period
$
38,047


$
39,171







Non-cash investing and financing activity





Exercise of land purchase options acquired with acquisition of business
$
83


$
141

Fair value of assets acquired from the acquisition of business


$
20,258

Cash Paid for the acquisition of business


$
(14,006
)
Contingent consideration and liabilities assumed


$
6,252







Issuance of Class A common stock for vested restricted stock units
$
98


$
2,074





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Appendix A
Select Operating Data by Region

Three Months Ended

Six Months Ended

June 30, 2015

June 30, 2014

% Change

June 30, 2015

June 30, 2014

% Change
Revenue from Homebuilding Operations (in thousands)











West
$
35,746


$
41,306


(13.5
)%

$
68,974


$
66,752


(13.5
)%
East
15,039


8,704


72.8
 %

24,447


8,704


72.8
 %
Total
$
50,785


$
50,010


1.5
 %

$
93,421


$
75,456


1.5
 %












Homes Delivered











West
85


101


(15.8
)%

163


153


6.5
 %
East
69


37


86.5
 %

113


37


205.4
 %
Total
154


138


11.6
 %

276


190


45.3
 %












Average Selling Price for Home Sales (in thousands)











West
$
421


$
409


2.9
 %

$
423


$
436


(3.0
)%
East
$
218


$
235


(7.2
)%

$
216


$
235


(8.1
)%
Total
$
330


$
362


(8.8
)%

$
338


$
397


(14.9
)%












Net New Home Orders











West
137


109


25.7
 %

295


193


52.8
 %
East
69


24


187.5
 %

165


24


587.5
 %
Total
206


133


54.9
 %

460


217


112.0
 %












Average Selling Communities











West
17


12


41.7
 %

17


12


41.7
 %
East
12


15


(20.0
)%

10


7


42.9
 %
Total
29


27


7.4
 %

27


19


42.1
 %












Backlog Units











West






193


75


157.3
 %
East






81


49


65.3
 %
Total






274


124


121.0
 %












Backlog Dollar Basis (in thousands)











West






$
94,282


$
29,361


221.1
 %
East






17,777


10,373


71.4
 %
Total






$
112,059


$
39,734


182.0
 %












Owned Lots











West






4,089


4,439


(7.9
)%
East






946


200


373.0
 %
Total






5,035


4,639


8.5
 %












Controlled Lots











West






578


619


(6.6
)%
East






1,828


437


318.3
 %
Total






2,406


1,056


127.8
 %

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Appendix B
Reconciliation of GAAP and Non-GAAP Measures

Gross Margin and Adjusted Gross Margin

Three Months Ended June 30,

2015


%


2014


%


(Dollars in thousands)
Consolidated Adjusted Gross Margin











Revenue
$
54,726


100.0
%

$
63,603


100.0
%
Cost of Sales
45,405


83.0
%

51,646


81.2
%
Gross Margin
9,321


17.0
%

11,957


18.8
%
Add: interest in cost of sales
1,049


1.9
%

1,038


1.6
%
Add: impairment and abandonment charges


%

140


0.2
%
Adjusted Gross Margin(1)
$
10,370


18.9
%

$
13,135


20.7
%
Consolidated Gross margin percentage
17.0
%




18.8
%



Consolidated Adjusted gross margin percentage
18.9
%




20.7
%















Homebuilding Adjusted Gross Margin











Homebuilding revenue
$
50,785


100.0
%

$
50,010


100.0
%
Cost of home sales
42,120


82.9
%

41,076


82.1
%
Homebuilding gross margin
8,665


17.1
%

8,934


17.9
%
Add: interest in cost of home sales
1,000


2.0
%

1,035


2.1
%
Add: impairment and abandonment charges


%



%
Adjusted homebuilding gross margin(1)
$
9,665


19.0
%

$
9,969


19.9
%
Homebuilding gross margin percentage
17.1
%




17.9
%



Adjusted homebuilding gross margin percentage
19.0
%




19.9
%















Land Development Adjusted Gross Margin











Land development revenue
$
1,920


100.0
%

$
12,075


100.0
%
Cost of land development
1,543


80.4
%

9,241


76.5
%
Land development gross margin
377


19.6
%

2,834


23.5
%
Add: interest in cost of land development
49


2.6
%

3


%
Add: Impairment and abandonment charges


%

140


1.2
%
Adjusted land development gross margin(1)
$
426


22.2
%

$
2,977


24.7
%
Land development gross margin percentage
19.6
%




23.5
%



Adjusted land development gross margin percentage
22.2
%




24.7
%















Other Revenue Gross and Adjusted Margin











Revenue
$
2,021


100.0
%

$
1,518


100.0
%
Cost of revenue
1,742


86.2
%

1,329


87.5
%
Other revenue gross and adjusted margin
$
279


13.8
%

$
189


12.5
%
Other revenue gross and adjusted margin percentage
13.8
%




12.5
%











8

                                                

Gross Margin and Adjusted Gross Margin

Six Months Ended June 30,

2015

%


2014

%


(Dollars in thousands)
Consolidated Adjusted Gross Margin











Revenue
$
98,249


100.0
%

$
89,223


100.0
%
Cost of Sales
81,691


83.1
%

72,592


81.4
%
Gross Margin
16,558


16.9
%

16,631


18.6
%
Add: interest in cost of sales
1,973


2.0
%

1,476


1.8
%
Add: impairment and abandonment charges
2


%

173


0.2
%
Adjusted Gross Margin(1)
$
18,533


18.9
%

$
18,280


20.5
%
Consolidated Gross margin percentage
16.9
%




18.6
%



Consolidated Adjusted gross margin percentage
18.9
%




20.5
%















Homebuilding Adjusted Gross Margin











Homebuilding revenue
$
93,421


100.0
%

$
75,456


100.0
%
Cost of home sales
77,738


83.2
%

61,876


82.0
%
Homebuilding gross margin
15,683


16.8
%

13,580


18.0
%
Add: interest in cost of home sales
1,924


2.1
%

1,473


2.0
%
Add: impairment and abandonment charges


%



%
Adjusted homebuilding gross margin(1)
$
17,607


18.8
%

$
15,053


19.9
%
Homebuilding gross margin percentage
16.8
%




18.0
%



Adjusted homebuilding gross margin percentage
18.8
%




19.9
%















Land Development Adjusted Gross Margin











Land development revenue
$
2,040


100.0
%

$
12,249


100.0
%
Cost of land development
1,548


75.9
%

9,387


76.6
%
Land development gross margin
492


24.1
%

2,862


23.4
%
Add: interest in cost of land development
49


2.4
%

3


%
Add: Impairment and abandonment charges
2


0.1
%

173


1.4
%
Adjusted land development gross margin(1)
$
543


26.6
%

$
3,038


24.8
%
Land development gross margin percentage
24.1
%




23.4
%



Adjusted land development gross margin percentage
26.6
%




24.8
%















Other Revenue Gross and Adjusted Margin











Revenue
$
2,788


100.0
%

$
1,518


100.0
%
Cost of revenue
2,405


86.3
%

1,329


87.5
%
Other revenue gross and adjusted margin
$
383


13.7
%

$
189


12.5
%
Other revenue gross and adjusted margin percentage
13.7
%




12.5
%



* Percentages may not add due to rounding.
(1) 
Consolidated adjusted gross margin percentage, homebuilding adjusted gross margin percentage and land development adjusted gross margin percentage are non-U.S. GAAP financial measures. 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 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

 
At June 30, 2015
 
At December 31, 2014
Debt
$
159,457

 
$
135,451

Equity
205,870

 
211,267

Total capital
$
365,327

 
$
346,718

Ratio of debt-to-capital
43.6
%
 
39.1
%
Debt
$
159,457

 
$
135,451

Less: cash and cash equivalents
38,047

 
42,033

Net debt
121,410

 
93,418

Equity
205,870

 
211,267

Total capital
$
327,280

 
$
304,685

Ratio of net debt-to-capital(1)
37.1
%
 
30.7
%
    
(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) 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-U.S. 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