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Williams Controls Reports First Quarter 2003 Results

PORTLAND, Ore., Feb. 13 -- Williams Controls, Inc. (BULLETIN BOARD: WMCO) today reported results for the first fiscal quarter of 2003 ended December 31, 2002. Net sales of $12,112,000 for the first quarter ended December 31, 2002 were 6.1% higher than the net sales of $11,419,000 recorded for the corresponding quarter last year. Net income allocable to common shareholders was $246,000 or $.01 per share (basic and diluted) for the first quarter 2003 compared to a net loss allocable to common shareholders of $906,000 or ($.05) per share for the corresponding 2002 quarter.

The first quarter 2003 sales increase was the direct result of higher unit sales volume in the heavy truck business, offset by lower sales volumes in the automotive business over the sales reported in the first quarter of fiscal 2002. Gross margin in 2003's first quarter improved over the 2002 first quarter by 11% to $2,996,000 from $2,691,000 primarily due to the higher sales volumes to our truck customers. In the first quarter of fiscal 2003 income from continuing operations improved to $673,000 compared to a loss of $171,000 for the same quarter of 2002. The significant increase is primarily due to reductions in operating expenses, specifically reductions in research and development and administrative costs. Research and development expenses decreased due to a decline in research and development spending for the automotive business. Administrative costs declined due to lower operating costs at the Company's Florida production facility resulting from the consolidation of two Florida production facilities into one facility in the second quarter of fiscal 2002. Also in the first quarter of fiscal 2002, we recorded $170,000 related to our Employee Stock Ownership plan, whereas in the first fiscal quarter of 2003, no amount was recorded.

Net income allocable to common shareholders included a charge for dividends and accretion on preferred stock of $649,000, or ($.02) per diluted share, for the first quarter ended December 31, 2002 compared to $241,000, or ($.01) per diluted share, for the corresponding quarter in fiscal 2002. The first quarter of fiscal 2003 included a $300,000, or $.01 per diluted share, income tax benefit from amending a prior year's tax return and the first quarter of fiscal 2002 included a gain of $417,000, or $.02 per diluted share, from discontinued operations from an exchange of an agricultural equipment segment building for debt.

Williams Controls' Board Chairman Gene Goodson stated, "Although the first fiscal quarter of the year is traditionally slow for Williams, we still managed to increase sales over last year, reduce our overhead expenses and significantly improve our profitability over the same quarter last year. The improved results were led by strong sales in our heavy truck market, where we have increased our global market share over last year." He continued, "We have successfully met our customers' delivery schedules and maintained our quality with permanent replacement workers during the UAW strike at our Portland facility, which is in its sixth month." Mr. Goodson concluded, "Financially, we are stronger than we have been in several years and are in a position to respond to our many opportunities. We appreciate the confidence our customers and suppliers have shown us as Williams positions itself for growth."

Williams Controls is a designer, manufacturer and integrator of sensors and controls for the motor vehicle industry. For more information, you can find Williams Controls on the Internet at www.wmco.com .

The statements included in this news release concerning predictions of economic performance and management's plans and objectives constitute forward- looking statements made pursuant to the safe harbor provisions of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1934, as amended. These statements involve risks and uncertainties that could cause actual results to differ materially from the forward-looking statements. Factors which could cause or contribute to such differences include, but are not limited to, factors detailed in the Securities and Exchange Commission filings of the Company; economic downturns affecting the operations of the Company or any of its business operations, competition, the ability of the Company to successfully identify and implement any strategic alternatives, and an adverse outcome to the strike at the Company's Portland, Oregon location. The forward-looking statements contained in this press release speak only as of the date hereof and the company disclaims any intent or obligation to update these forward-looking statements.

                         Williams Controls, Inc.
                  Consolidated Statements of Operations
        (Dollars in thousands, except share and per share amounts)

                                      Three months          Three months
                                     ended 12/31/02        ended 12/31/01
                                      (unaudited)           (unaudited)
  Net sales                             $12,112               $11,419
  Cost of sales                           9,116                 8,728
  Gross margin                            2,996                 2,691
  Research and development expense          773                   964
  Selling expense                           346                   242
  Administration expense                  1,204                 1,656
  Income (loss) from
   continuing operations                    673                  (171)
  Interest and other (income)
   expenses, net                             78                   911
  Income (loss) from continuing
   operations before income taxes           595                (1,082)
  Income tax benefit                        300                     -
  Net income (loss) from
   continuing operations                    895                (1,082)
  Gain from exchange of building for
   debt of the previously discontinued
   agricultural equipment segment             -                   417
  Net income (loss)                         895                  (665)
  Preferred dividends and accretion
   for Series B Preferred Stock            (649)                 (241)
  Net income (loss) allocable to
   common shareholders                     $246                 $(906)
  Earnings per share information:
  Basic -
  Income (loss) per share from
   continuing operations                  $0.01                $(0.07)
  Income per share from
   discontinued operations                    -                  0.02
  Net income (loss) per share
   allocable to common shareholders       $0.01                $(0.05)
  Weighted common shares
   outstanding - basic               20,059,835            19,926,022
  Diluted -
  Income (loss) per share from
   continuing operations                  $0.01                $(0.07)
  Income per share from
   discontinued operations                    -                  0.02
  Net income (loss) per share
   allocable to common shareholders       $0.01                $(0.05)
  Weighted common shares
   outstanding - diluted             33,882,562            19,926,022

                         Williams Controls, Inc.
                       Consolidated Balance Sheets
                          (Dollars in thousands)

                                     December 31, 2002    September 30, 2002
                                        (unaudited)
              Assets
  Current Assets:
     Cash and cash equivalents               $263                  $829
     Trade and other accounts
      receivable, net                       7,197                 8,764
     Inventories, net                       4,907                 4,940
     Prepaid expenses and
      other current assets                    789                   624
        Total current assets               13,156                15,157

  Property, plant and equipment, net       10,390                10,530
  Other assets, net                           272                   635
        Total assets                      $23,818               $26,322

       Liabilities and Stockholders' Equity (Deficit)
  Current Liabilities:
     Accounts payable                      $3,765                $5,326
     Accrued expenses                       5,678                 6,856
     Current portion of long-term debt
      and capital leases                    2,773                 4,084
        Total current liabilities          12,216                16,266

  Long-term debt and capital
   lease obligations                        1,241                 1,483
  Employee benefit obligations              7,059                 6,293
  Subordinated debt                         2,139                 2,139

  Mandatory redeemable Convertible
   Series B Preferred Stock, net           13,755                13,109

  Shareholders' Equity (Deficit):
     Preferred stock (Series A and A-1)         1                     1
     Common stock                             201                   199
     Additional paid-in capital            23,687                23,559
     Accumulated deficit                  (32,079)              (32,325)
     Treasury Stock                          (377)                 (377)
     Other Comprehensive Loss -
      Pension liability adjustment         (4,025)               (4,025)

        Total shareholders' equity
        (deficit)                         (12,592)              (12,968)
        Total liabilities and
         shareholders' equity (deficit)   $23,818               $26,322