UCI Holdings Limited Reports Results of Operations for Fourth Quarter 2012

UCI Holdings Limited Reports Results of Operations for Fourth Quarter 2012

LAKE FOREST, Ill.--(BUSINESS WIRE)-- UCI Holdings Limited, the parent company of UCI International, Inc. ("UCI"), today announced UCI's results for the fourth quarter ended December 31, 2012. Net sales of $238.5 million increased slightly from the $237.3 million reported for the fourth quarter of 2011. The company, a leading manufacturer of vehicle replacement parts, reported that net sales increased in the OES (new car dealer service) and OEM (original equipment manufacturer) channels, and declined in the retail and heavy duty channels, while the traditional channel was essentially flat. Net sales for the fourth quarter of 2012, also included $16.2 million in related party sales to FRAM Group, which offset lower co-manufacturer sales compared to the fourth quarter of 2011.

Earnings before interest, taxes, depreciation and amortization, or EBITDA, as adjusted, was $39.8 million for the fourth quarter of 2012, up 5.3% from $37.8 million in 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 for the fourth quarter of 2012 was $7.4 million, including $3.6 million, net of tax, in special items, consisting of business optimization costs, restructuring costs, costs related to implementation of our cost sharing and manufacturing arrangements with FRAM Group, adjustment of an environmental accrual and corporate transactional costs. Net loss for the fourth quarter of 2011 was $6.3 million, including $11.4 million, net of tax, in special items, consisting primarily of class action litigation costs, a trademark impairment loss, costs related to implementation of our cost sharing and manufacturing arrangements with FRAM Group, costs of obtaining new business, restructuring and severance costs and adjustment of an environmental accrual.

For the year ended December 31, 2012, net sales were $984.5 million, compared to $989.0 million in 2011, which includes the Predecessor period from January 1, 2011 through January 25, 2011. Adjusted EBITDA for 2012 was $159.2 million, an increase of 1.3% over the $157.1 million reported for 2011. Net income for the year ended December 31, 2012 was $14.6 million compared to a net loss of $46.5 million for the year ended December 31, 2011, including the Predecessor period January 1, 2011 through January 25, 2011.

"While general economic and industry-specific issues have kept revenue somewhat depressed for the fourth quarter and the entire year of 2012, we are pleased by our 5.3% improvement in Adjusted EBITDA performance for this year's fourth quarter," said Bruce Zorich, Chief Executive Officer of UCI. "We're encouraged by our overall cost improvement activities, including procurement savings, make vs. buy initiatives and manufacturing synergies."

As of December 31, 2012, the company's cash on hand was $78.9 million and total debt was $693.9 million.

Conference Call

UCI will host a conference call to discuss its results and performance on Thursday, March 21, 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 March 22 for a 14 day period, at www.uciholdings.com. Click on the UCI 2012 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 Holdings Limited
Consolidated Statements of Comprehensive Income (Loss)
(in thousands)
Three MonthsThree MonthsTwelve MonthsTwelve MonthsTwelve MonthsJanuary 1, 2011
December 31,December 31,December 31,December 31,December 31,January 25,
Net sales$238,489$237,283$984,497$989,021$910,179$78,842
Cost of sales 178,989  183,884  745,995  770,656  710,360  60,296 
Gross profit59,50053,399238,502218,365199,81918,546
Operating expenses
Selling and warehousing(16,798)(17,709)(67,413)(71,379)(66,212)(5,167)
General and administrative(13,775)(12,266)(58,662)(45,189)(41,612)(3,577)
Amortization of acquired intangible assets(5,539)(5,547)(22,165)(20,783)(20,378)(405)
Merger and acquisition costs-(66)-(16,501)(11,331)(5,170)
Restructuring costs, net(1,413)(256)(5,877)(1,275)(1,275)-
Stock-based compensation expense---(15,082)-(15,082)
Trademark impairment loss-(3,800)-(3,800)(3,800)-
Patent litigation costs-(22)-(887)(387)(500)
Antitrust litigation costs (61) (8,065) (1,228) (12,544) (11,731) (813)
Operating income (loss)21,9145,66883,15730,92543,093(12,168)
Other expense
Interest expense, net(13,561)(13,911)(54,765)(56,354)(51,691)(4,663)
Management fee expense---(139)-(139)
Loss on early extinguishment of debt---(24,153)-(24,153)
Debt commitment fees---(5,945)(5,945)-
Miscellaneous, net (1,299) (904) (6,188) (5,701) (4,974) (727)
Income (loss) before income taxes7,054(9,147)22,204(61,367)(19,517)(41,850)
Income tax (expense) benefit 304  2,825  (7,577) 14,858  906  13,952 
Net income (loss) 7,358  (6,322) 14,627  (46,509) (18,611) (27,898)
Other comprehensive income (loss), net of tax
Foreign currency translation adjustments438(1,803)1,930(4,082)(4,709)627
Pension and OPEB liability, net of tax 4,319  (29,770) (11,085) (29,654) (29,770) 116 
Total other comprehensive income (loss) 4,757  (31,573) (9,155) (33,736) (34,479) 743 
Comprehensive income (loss)$12,115 $(37,895)$5,472 $(80,245)$(53,090)$(27,155)

The consolidated financial statements as of December 31, 2012 and for the three and twelve months ended December 31, 2012 and 2011 of UCI Holdings Limited represent those of the Successor company. The consolidated financial statements of UCI International for the period January 1, 2011 through January 25, 2011 represent those of the Predecessor.

The column titled "Combined" in the tables represents the combination of Successor twelve months ended December 31, 2011 and the Predecessor period January 1, 2011 through January 25, 2011 representing the combined twelve months ended December 31, 2011. The "Combined" column does not purport to be on a pro forma basis and has been included for the purpose of additional information.

UCI Holdings Limited
Consolidated Balance Sheets
(in thousands)
December 31,December 31,
Current assets
Cash and cash equivalents$78,917$67,697
Accounts receivable, net227,542256,679
Related party receivable19,87210,760
Deferred tax assets28,87737,894
Other current assets 27,105  15,375 
Total current assets557,604546,468
Property, plant and equipment, net160,174153,044
Other intangible assets, net399,585423,687
Deferred financing costs, net17,48320,176
Other long-term assets 3,732  1,822 
Total assets$1,447,680 $1,454,018 
Liabilities and shareholder's equity
Current liabilities
Accounts payable$132,803$122,932
Short-term borrowings-3,169
Current maturities of long-term debt3,1773,373
Related party payable7341,249
Accrued expenses and other current liabilities 115,453  130,980 
Total current liabilities252,167261,703
Long-term debt, less current maturities690,748693,485
Pension and other post-retirement liabilities120,093118,040
Deferred tax liabilities110,965112,714
Other long-term liabilities 2,546  2,425 
Total liabilities1,176,5191,188,367
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