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UCI Holdings Limited Reports Results of Operations for Fourth Quarter 2010
Posted on March 30, 2011 at 16:00 PM EDT

UCI Holdings Limited, the parent company of UCI International, Inc. (“UCI”), today announced UCI’s results for the fourth quarter ended December 31, 2010. Revenue of $237.0 million was up $18.2 million, or 8.3%, compared to the year-ago quarter. The company, a leading manufacturer of vehicle replacement parts, reported that revenue increased in the retail, OEM and heavy duty channels, with a decline in the traditional channel and a slight decrease in the OES (new car dealer service) channel. On January 26, 2011, UCI Holdings Limited, an affiliate of Rank Group Limited of New Zealand, completed the acquisition of UCI.

Earnings before interest, taxes, depreciation and amortization, or EBITDA, as adjusted, was $40.6 million for the fourth quarter, compared with $38.8 million for the year-ago quarter. The reconciliation of net income to adjusted EBITDA, a non-GAAP measure of financial performance, is set forth in Schedule A.

Net income attributable to UCI for the quarter was $3.1 million, including $6.8 million, net of tax, in special items, consisting primarily of patent and class action litigation costs, holding company non-operating costs and costs of obtaining new business. Excluding these items, adjusted net income attributable to UCI would have been $9.9 million for the quarter. Adjusted net income attributable to UCI for the fourth quarter of 2009 was $9.4 million, excluding $6.5 million, net of tax, in special charges, consisting of patent and class action litigation costs, restructuring and severance costs, costs of obtaining new business and holding company non-operating costs.

For the year ended December 31, 2010, revenue was $945.0 million, compared to $885.0 million in 2009, a 6.8% increase. Adjusted EBITDA for 2010 was $169.5 million, a 26.7% increase over the $133.8 million reported for 2009.

“The fourth quarter was the completion of a very strong 2010 for UCI, from both a sales and operational perspective,” said Bruce Zorich, Chief Executive Officer of UCI. “Our core aftermarket business remained very strong, and we also saw increases from the continuing recovery of the OEM and heavy duty channels. On the operating side, we continued to see the benefits of our lean cost structure on an increasing revenue base.”

Conference Call

UCI will host a conference call to discuss its results and performance on Thursday, March 31, at 11:00 a.m. Eastern Time (ET). Interested parties are invited to listen to the call by telephone. Domestic callers can dial (800) 637-1381. International callers can dial (502) 498-8424.

A replay of the call will be available from April 1 for a 14 day period at www.uciholdings.com. Click on the UCI 2010 4th Quarter Results button.

About UCI International, Inc.

UCI International, Inc. is among North America’s largest and most diversified companies servicing the vehicle replacement parts market. We supply a broad range of products to the automotive, trucking, marine, mining, construction, agricultural and industrial vehicle markets. Our customer base includes leading aftermarket companies as well as a diverse group of original equipment manufacturers.

Forward Looking Statements

All statements, other than statements of historical facts, included in this press release and the attached report that address activities, events or developments that UCI expects, believes or anticipates will or may occur in the future are forward-looking statements. Forward-looking statements give UCI’s current expectations and projections relating to the financial condition, results of operations, plans, objectives, future performance and business of UCI and its subsidiaries. These statements can be identified by the fact that they do not relate strictly to historical or current facts. They are subject to uncertainties and factors relating to UCI’s operations and business environment, all of which are difficult to predict and many of which are beyond UCI’s control. UCI cautions investors that these uncertainties and factors could cause UCI’s actual results to differ materially from those stated in the forward-looking statements. UCI cautions that investors should not place undue reliance on any of these forward-looking statements. Further, any forward-looking statement speaks only as of the date on which it is made, and except as required by law, UCI undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which it is made or to reflect the occurrence of anticipated or unanticipated events or circumstances.

UCI International, Inc.

Condensed Consolidated Income Statements

(in thousands)

Three Months ended December 31, Year ended December 31,
2010 2009 2010 2009
Net sales $ 236,987 $ 218,757 $ 944,983 $ 884,954
Cost of sales 179,769164,396708,581688,192
Gross profit 57,218 54,361 236,402 196,762
Operating (expense) income
Selling and warehousing (15,922 ) (14,163 ) (60,550 ) (56,598 )
General and administrative (13,990 ) (10,599 ) (50,643 ) (44,927 )
Amortization of acquired intangible assets (1,273 ) (1,399 ) (5,219 ) (5,758 )
Restructuring gains (costs), net 446 (922 ) (1,655 ) (923 )
Patent litigation costs (4,827 ) (7,002 ) (5,869 ) (7,002 )
Operating income 21,652 20,276 112,466 81,554
Other expense
Interest expense, net (16,001 ) (14,789 ) (60,829 ) (60,469 )
Management fee expense (500 ) (500 ) (2,000 ) (2,000 )
Loss on early extinguishment of debt (25 ) --- (8,687 ) ---
Miscellaneous, net (397 ) (1,293 ) (3,433 ) (5,458 )
Income before income taxes 4,729 3,694 37,517 13,627
Income tax expense (1,629 ) (998 ) (14,552 ) (5,105 )
Net income 3,100 2,696 22,965 8,522
Less: loss attributable to noncontrolling interest ---(169 ) (37 ) (680 )

Net income attributable to UCI International, Inc.

$

3,100

$

2,865

$

23,002

$

9,202

UCI International, Inc.

Condensed Consolidated Balance Sheets

(in thousands)

December 31,

2010

December 31,

2009

Assets

Current assets
Cash and cash equivalents $ 200,330 $ 131,942
Accounts receivable, net 271,832 261,210
Inventories, net 144,156 133,058
Deferred tax assets 38,377 31,034
Restricted cash 16,290 ---
Other current assets 17,66323,499
Total current assets 688,648 580,743
Property, plant and equipment, net 135,060 149,753
Goodwill 241,461 241,461
Other intangible assets, net 63,048 68,030
Deferred financing costs, net 9,937 3,164
Restricted cash --- 9,400
Other long-term assets 7,1036,304
Total assets $1,145,257$1,058,855

Liabilities and equity

Current liabilities
Accounts payable $ 115,159 $ 111,898
Short-term borrowings 3,271 3,460
Current maturities of long-term debt 4,473 17,925
Accrued expenses and other current liabilities 131,331108,147
Total current liabilities 254,234 241,430
Long-term debt, less current maturities 766,735 720,202
Pension and other postretirement liabilities 87,040 70,802
Deferred tax liabilities 8,975 8,785
Other long-term liabilities 4,6366,672
Total liabilities 1,121,620 1,047,891
Equity 23,63710,964
Total liabilities and equity $1,145,257$1,058,855

UCI International, Inc.

Condensed Consolidated Statements of Cash Flows

(in thousands)

Year ended December 31,
2010 2009
Net cash provided by operating activities $113,340$129,281
Cash flows from investing activities
Capital expenditures (21,298 ) (15,266 )
Proceeds from sale of property, plant and equipment 437 2,566
Proceeds from sale of joint venture interest (net of transaction costs and cash sold) 272 ---
Increase in restricted cash (6,890 ) (9,400 )
Net cash used in investing activities (27,479 ) (22,100 )
Cash flows from financing activities
Issuances of debt 11,917 13,187
Debt repayments (13,439 ) (35,227 )
Proceeds of 2010 Credit Facility (net of original issue discount of $5,375) 419,625 ---
Payment of deferred financing costs and swaption premium (9,893 ) ---
Repayment of 2006 Credit Facility (190,000 ) ---
Redemption of senior subordinated notes, including call premium and redemption period interest

(235,512

)

---

Proceeds from exercise of stock options 218
Net cash used in financing activities (17,300 ) (22,022 )
Effect of currency exchange rate changes on cash (173 ) 128
Net increase in cash and cash equivalents 68,388 85,287
Cash and cash equivalents at beginning of year 131,94246,655
Cash and cash equivalents at end of period $200,330$131,942

EBITDA and Adjusted EBITDA

EBITDA, a measure used by our strategic owner to measure operating performance, is defined as net income (loss) for the period plus income tax expense, net interest expense, depreciation expense of property, plant and equipment and amortization expense of identifiable intangible assets. Net income (loss), income tax expense (benefit), net interest expense and depreciation and amortization expense are not reduced by the amounts attributable to noncontrolling interests. Adjusted EBITDA as presented herein is also a financial measure used by our strategic owner to measure operating performance. Additionally, Adjusted EBITDA is used in the calculation of compliance with certain covenants in our Senior Secured Credit Facilities and the indenture governing our Senior Notes. Adjusted EBITDA is calculated as EBITDA adjusted for particular items relevant to explaining operating performance. EBITDA and Adjusted EBITDA are not presentations in accordance with U.S. generally accepted accounting principles (“GAAP”), or measures of our financial condition, liquidity or profitability and should not be considered as a substitute for net income (loss), operating profit or any other performance measures derived in accordance with GAAP or as a substitute for cash flow from operating activities as a measure of our liquidity in accordance with GAAP. Additionally, EBITDA and Adjusted EBITDA are not intended to be a measure of free cash flow for management’s discretionary use, as they do not take into account certain items such as interest and principal payments on our indebtedness, working capital needs, tax payments and capital expenditures. We believe that the inclusion of EBITDA and Adjusted EBITDA is appropriate to provide additional information to investors about our operating performance and to provide a measure of operating results unaffected by differences in capital structures, capital investment cycles and ages of related assets among otherwise comparable companies. We additionally believe that issuers of high yield debt securities also present EBITDA and Adjusted EBITDA because investors, analysts and rating agencies consider these measures useful in measuring the ability of those issuers to meet debt service obligations. In addition, Adjusted EBITDA is used to determine our compliance with certain covenants, including the fixed charge coverage ratio used for purposes of debt incurrence under the indenture governing our Senior Notes and certain other agreements governing our indebtedness. Because not all companies calculate EBITDA and Adjusted EBITDA identically, this presentation of EBITDA and Adjusted EBITDA may not be comparable to other similarly titled measures used by other companies.

Schedule A

Reconciliation of Net Income to EBITDA and Adjusted EBITDA
(dollars in millions)

2010 2009

Q1

Q2

Q3

Q4

Full

Year

Q1

Q2

Q3

Q4

Full

Year

Results of operations:

Net income attributable to UCI International, Inc.

$

6.6

$

8.9

$

4.4

$

3.1

$

23.0

$

(4.4

)

$

2.5

$

8.2

$

2.9

$

9.2

Plus: net loss attributable to noncontrolling interest -- -- -- -- -- (0.3 ) (0.1 ) (0.1 ) (0.2 ) (0.7 )
Net income 6.6 8.9 4.4 3.1 23.0 (4.7 ) 2.4 8.1 2.7 8.5
Interest expense 14.8 14.9 15.1 16.0 60.8 15.8 15.2 14.7 14.8 60.5
Income tax expense (benefit) 4.2 6.3 2.4 1.7 14.6 (2.2 ) 1.7 4.6 1.0 5.1
Depreciation expense 7.0 6.7 6.8 6.7 27.2 7.3 7.2 7.0 7.0 28.5
Amortization expense 2.0 2.1 2.0 2.1 8.2 2.2 2.2 2.1 2.1 8.6
EBITDA34.638.930.729.6133.818.428.736.527.6111.2
Special items:
Restructuring costs and severance 2.1 0.3 (0.3 ) (0.2 ) 1.9 1.2 0.6 0.8 1.4 4.0
Allowance for non-trade receivable -- 1.4 -- -- 1.4 -- -- -- -- --
Cost of defending class action litigation 0.9 2.4 2.1 1.8 7.2 0.5 0.3 0.3 0.4 1.5
Patent litigation costs 1.0 0.1 -- 4.8 5.9 -- -- -- 7.0 7.0
Loss on early extinguishment of debt -- -- 8.7 -- 8.7 -- -- -- -- --
New business changeover cost and sales commitment costs 0.6 0.3 0.5 0.3 1.7 2.4 1.1 0.2 1.3 5.0
UCI International non-operating costs 0.9 0.3 1.6 3.7 6.5 1.5 0.2 0.1 0.4 2.2
Establishment of new facilities in China -- -- -- -- -- 0.4 0.1 -- -- 0.5
Non-cash charges (stock options expense) 0.1 0.1 0.1 0.1 0.4 0.2 -- -- 0.2 0.4
Management fee 0.5 0.5 0.5 0.5 2.0 0.5 0.5 0.5 0.5 2.0

Adjusted EBITDA

$40.7$44.3$43.9$40.6$169.5$25.1$31.5$38.4$38.8$133.8

Contacts:

UCI Holdings Limited
Mark Blaufuss, Chief Financial Officer, 812-867-4726
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