United Components Reports Results of Operations for Third Quarter 2009

EVANSVILLE, Ind.--United Components, Inc. (“UCI”), a leading manufacturer of vehicle replacement parts, today announced results for the third quarter ended September 30, 2009. UCI reported revenue of $228.9 million for the quarter, a 4.9% increase over the $218.1 million in revenue for the year-ago quarter. The company reported a revenue increase in the retail, traditional, original equipment service and OEM channels, and a decline in the heavy duty channel.

Net income attributable to UCI for the quarter was $13.1 million, including $0.9 million, net of tax, in special charges, consisting of costs related to restructuring of operations, defending class action litigation, reductions in force and obtaining new business. Excluding these charges, adjusted net income attributable to UCI would have been $14.0 million for the quarter. Adjusted net income attributable to UCI for the third quarter of 2008 was $7.2 million, excluding $2.8 million in special charges, net of tax.

Earnings before interest, taxes, depreciation and amortization, or EBITDA, as adjusted consistent with the company’s historical presentations, was $38.4 million for the third quarter, compared with $30.1 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.

“We’re very pleased to report improved results for the third quarter, from both a top line and an operational perspective,” said Bruce Zorich, Chief Executive Officer of UCI. “After more than a year of being adversely affected by the worst economic climate in memory, the positive trends we have seen in recent months have resulted in a five percent increase in year-over-year sales. On the operational side, our ongoing cost-saving initiatives allowed us to post significant increases in gross margins and more than a 27 percent improvement in EBITDA.”

“While we are still not through the difficult economic environment, the trends we are seeing for our business, such as a continuing increase in miles driven, are positive,” continued Zorich. “In addition, we are not letting up on our focus on operational excellence and cost-saving initiatives. We believe that this focus, plus the continuing positive trends and selected growth strategies, have us very well positioned to take advantage of the opportunities that we see in the coming quarters.”

As of September 30, the company’s debt stood at $424.7 million. The company ended the quarter with $115.1 million in cash.

Conference Call

UCI will host a conference call to discuss its results and performance on Thursday, November 12, 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 November 13, 2009, for a ninety day period, at www.ucinc.com. Click on the UCI 2009 3rd Quarter Results button.

About United Components, Inc.

United Components, 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, including those discussed in Item 1A of UCI’s 2008 Annual Report on Form 10-K and in its other SEC filings, 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.

United Components, Inc.
Condensed Consolidated Income Statements (unaudited)
(in thousands)
	Three Months ended September 30,								Nine Months ended September 30,
	2009				2008				2009				2008
Net sales	$	228,913			$	218,136			$	666,197			$	676,695
Cost of sales		173,099				170,621				521,847				531,430
Gross profit		55,814				47,515				144,350				145,265
Operating expense
Selling and warehousing		(14,051	)			(15,679	)			(42,435	)			(47,210	)
General and administrative		(11,058	)			(13,028	)			(34,521	)			(38,367	)
Amortization of acquired intangible assets		(1,398	)			(1,545	)			(4,359	)			(4,802	)
Restructuring costs, net		(394	)			(196	)			(1	)			(684	)
Operating income		28,913				17,067				63,034				54,202
Other expense
Interest expense, net		(7,220	)			(8,282	)			(23,012	)			(25,838	)
Management fee expense		(500	)			(500	)			(1,500	)			(1,500	)
Miscellaneous, net		(1,011	)			(920	)			(4,165	)			(2,429	)
Income before income taxes		20,182				7,365				34,357				24,435
Income tax expense		(7,200	)			(3,164	)			(12,696	)			(9,772	)
Net income		12,982				4,201				21,661				14,663
Less: loss attributable to noncontrolling interest		(132	)			(239	)			(511	)			(559	)
Net income attributable to United Components, Inc.	$	13,114			$	4,440			$	22,172			$	15,222

United Components, Inc.
Condensed Consolidated Balance Sheets
(in thousands)
	September 30, 2009			December 31, 2008
Assets	(unaudited)			(audited)
Current assets
Cash and cash equivalents	$	115,065		$	46,612
Accounts receivable, net		271,209			261,624
Inventories, net		128,312			159,444
Deferred tax assets		26,171			24,245
Other current assets		21,285			19,452
Total current assets		562,042			511,377
Property, plant and equipment, net		154,938			167,906
Goodwill		241,461			241,461
Other intangible assets, net		68,516			74,606
Deferred financing costs, net		2,004			2,649
Restricted cash		9,400			---
Other long-term assets		6,028			1,823
Total assets	$	1,044,389		$	999,822
Liabilities and equity
Current liabilities
Accounts payable	$	105,800		$	104,416
Short-term borrowings		6,111			25,199
Current maturities of long-term debt		262			422
Accrued expenses and other current liabilities		110,425			85,730
Total current liabilities		222,598			215,767
Long-term debt, less current maturities		418,333			418,025
Pension and other postretirement liabilities		74,970			79,832
Deferred tax liabilities		6,526			3,560
Due to parent		26,405			17,535
Other long-term liabilities		7,970			2,540
Total liabilities		756,802			737,259
Equity		287,587			262,563
Total liabilities and equity	$	1,044,389		$	999,822

United Components, Inc.
Condensed Consolidated Statements of Cash Flows (unaudited)
(in thousands)
	Nine Months ended September 30,
	2009				2008
Net cash provided by operating activities	$	105,619			$	24,551
Cash flows from investing activities
Capital expenditures		(10,893	)			(25,977	)
Proceeds from sale of property, plant and equipment		2,483				366
Increase in restricted cash		(9,400	)			---
Net cash used in investing activities		(17,810	)			(25,611	)
Cash flows from financing activities
Issuances of debt		9,728				22,798
Debt repayments		(29,142	)			(21,718	)
Net cash (used in) generated by financing activities		(19,414	)			1,080
Effect of currency exchange rate changes on cash		58				68
Net increase in cash and cash equivalents		68,453				88
Cash and cash equivalents at beginning of year		46,612				41,440
Cash and cash equivalents at end of period	$	115,065			$	41,528

EBITDA and Adjusted EBITDA

EBITDA and Adjusted EBITDA are presented because they are believed to be frequently used by parties interested in United Components, Inc. (“UCI”). Management believes that EBITDA and Adjusted EBITDA provide useful information to investors because they facilitate an investor’s comparison of UCI’s operating results to that of companies with different capital structures and with cost basis in assets that have not been revalued and written-up in an allocation of a recent acquisition’s purchase price.

The calculation of Adjusted EBITDA, presented on Schedule A, reflects the calculation of EBITDA as used in the amended and restated credit agreement for UCI’s senior credit facility. The adjusted EBITDA required by the credit agreement is used to measure compliance with covenants of that agreement such as interest coverage.

EBITDA and Adjusted EBITDA are not measures of financial performance under United States generally accepted accounting principles (“U.S. GAAP”) and should not be considered alternatives to net income, operating income or any other performance measures derived in accordance with U.S. GAAP or as an alternative to cash flow from operating activities as a measure of liquidity.

Schedule A
Reconciliation of Net Income to EBITDA and Adjusted EBITDA
(dollars in millions)
	2009													2008
	Q1			Q2				Q3			Sept YTD			Q1			Q2			Q3			Sept YTD
Net income attributable to United Components, Inc.	$	1.6		$	7.5			$	13.1		$	22.2		$	6.8		$	4.0		$	4.4		$	15.2
Interest, net of minority interest		8.0			7.8				7.2			23.0			9.1			8.4			8.3			25.8
Income tax expense, net of minority interest		1.2			4.3				7.3			12.8			4.2			2.4			3.3			9.9
Depreciation, net of minority interest		7.1			7.1				6.9			21.1			6.7			6.8			6.6			20.1
Amortization		2.1			2.2				2.1			6.4			2.2			2.3			2.3			6.8
EBITDA		20.0			28.9				36.6	`		85.5			29.0			23.9			24.9			77.8
Special items:
Restructuring (gains) costs, net		0.2			(0.6	)			0.4			--			0.4			0.1			0.2			0.7
Reduction in force severance		1.0			1.2				0.4			2.6			--			--			0.3			0.3
Establishment of new facilities in China		0.4			0.1				--			0.5			1.4			1.3			0.3			3.0
Cost of defending class action litigation		0.5			0.3				0.3			1.1			--			1.5			1.7			3.2
One-time warranty expense		--			--				--			--			--			5.8			--			5.8
New business changeover and sales commitment costs		2.4			1.1				0.2			3.7			1.1			0.8			2.0			3.9
Non-cash charges (stock options)		0.2			--				--			0.2			0.2			0.2			0.2			0.6
Management fee		0.5			0.5				0.5			1.5			0.5			0.5			0.5			1.5
Adjusted EBITDA	$	25.2		$	31.5			$	38.4		$	95.1		$	32.6		$	34.1		$	30.1		$	96.8