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

May 11, 2015

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))

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Section 2 Financial Information

Item 2.02 Results of Operations and Financial Condition

PICO Holdings, Inc. issued a press release on May 11, 2015 announcing its financial results for the fiscal quarter ended March 31, 2015.  The press release is attached as Exhibit 99.1 and is hereby incorporated by reference in its entirety. The information in this Current Report on Form 8-K and the exhibit attached hereto is 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 PICO Holdings, Inc. dated May 11, 2015 (financial results for the fiscal quarter ended March 31, 2015).

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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:  May 11, 2015

PICO HOLDINGS, INC.

By: /s/ Maxim C. W. Webb    

Maxim C. W. Webb

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

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EX-99.1

NEWS RELEASE

FOR IMMEDIATE RELEASE

PICO HOLDINGS, INC. ANNOUNCES RESULTS

FOR THE FIRST QUARTER OF 2015

(La Jolla, California) - May 11, 2015 - PICO Holdings, Inc. (GLOBE NEWSWIRE)

PICO Holdings, Inc. (NASDAQ:PICO) reported shareholders’ equity of $409.4 million ($17.80 per share) at March 31, 2015, compared to $425.5 million ($18.50 per share) at December 31, 2014. Reported book value per share decreased by $0.70 during the first quarter of 2015.

First Quarter Segment Results of Operations

For the first quarter of 2015, we reported a net loss of $16.8 million ($0.73 per share), compared to a net loss of $13.2 million ($0.58 per share) in the first quarter of 2014. Our first quarter segment results of operations are as follows (in thousands):

	Three Months Ended March 31,
	2015			2014
Revenue by operating segment:
Water resource and water storage operations	$	210		$	136
Real estate operations	43,680			25,766
Agribusiness operations	39,326			34,867
Corporate	1,434			507
Total revenue	$	84,650		$	61,276
Loss before taxes by operating segment:
Water resource and water storage operations	$	(1,492	)	$	(1,985	)
Real estate operations	(3,779		)	(6,277		)
Agribusiness operations	(10,482		)	(4,192		)
Corporate	(3,812		)	(3,237		)
Loss before taxes	$	(19,565	)	$	(15,691	)
Income tax benefit	(239		)	(265		)
Equity in loss of unconsolidated affiliate	(483		)	(479		)
Net loss attributable to noncontrolling interests	2,984			2,658
Net loss	$	(16,825	)	$	(13,247	)

PICO’s President and Chief Executive Officer, John Hart, commented:

Real Estate Operations Segment

“UCP continued their progress to become a larger and more efficient homebuilder. In the first quarter of 2015, UCP reported that it generated revenue of $43.5 million, which is a 69.9% increase in total revenue for the quarter compared to the same period last year. Revenue from homebuilding operations increased 67.5% to $42.6 million. New home deliveries grew 134.6% to 122 units. Net new home orders improved 202.4% to 254 units. As a percentage of total revenue, general and administrative expense improved to 16.8% compared to 24.5% for the prior year period.

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Agribusiness Segment

“The canola crush margin environment continues to be unfavorable though there are signs of improvement. We recently announced that we had engaged Stephens & Co. to assist us in the potential sale of Northstar. We have had a number of strategic buyers express interest and expect that any sale of the business will be completed by the third quarter of 2015.

Water Resource and Water Storage Segment

“While we did not report any significant sales in the first quarter of 2015, the level of inquiries from potential users of our water assets is extremely high. The continuing drought conditions and economic growth in our markets are putting significant strain on existing water supplies.”

Net Book Value

The following table is provided as a supplement to the consolidated financial statements contained in our Quarterly Report on Form10-Q, to illustrate the relative size of our assets and activities (in millions):

Segment	Net Book Value
	3/31/2015
Water resource and water storage operations	$	204.7
Real estate operations	130.8
Agribusiness operations	54.2
Corporate	19.7
Shareholders’ equity	$	409.4

We are a diversified holding company. We seek to acquire, build, and operate businesses where significant value can be created from the development of unique assets, and to acquire businesses which we identify as undervalued and where our management participation in operations can aid in the recognition of the business’s fair value, as well as create additional value.

Our objective is to maximize long-term shareholder value. We manage our operations to achieve a superior return on net assets over the long term, as opposed to short-term earnings.

Currently our three major businesses are:

• Vidler Water Company, Inc., a water resource development business;

• a 57.2% interest in UCP, Inc. (NYSE: UCP), a publicly-traded a homebuilder and land developer in markets located in California, the Puget Sound area of Washington State, North Carolina, South Carolina and Tennessee; and

• an 87.7% interest in PICO Northstar Hallock, LLC, doing business as Northstar Agri Industries, a canola seed crushing operation.

OTHER INFORMATION

At March 31, 2015, PICO Holdings, Inc. had a market capitalization of $372.9 million, and 23,004,618 shares outstanding.

The PICO Holdings, Inc. logo is available at:

http://www.globenewswire.com/newsroom/prs/?pkgid=5044

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Statements in this press release that are not historical, including statements regarding our business objectives, the expected results of our business segments, the timing of anticipated milestones or events, progress in UCP’s business, the potential sale of Northstar, Vidler’s potential sales based on inquiries from potential users of our water assets, and related anticipated economic and market conditions, are forward-looking statements based on current expectations and assumptions that are subject to risks and uncertainties. In particular, our actual results could differ materially from such expectations because we could be unable to sell Northstar on terms that are acceptable to us, or at all.

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In addition, a number of other factors may cause results to differ materially from our expectations, such as: any slow down or downturn in the housing recovery or in the real estate markets in which UCP and Vidler operate; fluctuations in the prices of water and water rights; physical, governmental and legal restrictions on water and water rights; a downturn in some sectors of the stock market; general economic conditions; prolonged weakness in the overall U.S. and global economies; the performance of the businesses and investments in foreign companies; the continued service and availability of key management personnel; potential capital requirements and financing alternatives; and the impact of international events.

For further information regarding risks and uncertainties associated with our business, please refer to the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” sections of our SEC filings, including our Annual Report on Form 10-K and our Quarterly Reports on Form 10-Q, copies of which may be obtained by contacting us at (858) 456-6022 or at http://investors.picoholdings.com.

We undertake no obligation to (and we expressly disclaim any obligation to) update our forward-looking statements, whether as a result of new information, subsequent events, or otherwise, in order to reflect any event or circumstance which may arise after the date of this press release. Readers are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release.

This news release was distributed by GlobeNewswire, www.globenewswire.com.

CONTACT:    Financial Profiles, Inc.

Lisa Mueller

310-622-8231

Jacques Dubois

310-622-8235

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