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Williams Controls Reports Third Quarter 2003 Results

PORTLAND, Ore., July 31 -- Williams Controls, Inc. ("Williams" or the "Company") (BULLETIN BOARD: WMCO) today announced its results for the third fiscal quarter of 2003 ended June 30, 2003. Net sales of $12,634,000 for the third quarter ended June 30, 2003 were 6.2% lower than the net sales of $13,467,000 recorded for the corresponding quarter last year. Net sales for the nine months ended June 30, 2003 were essentially unchanged at $37,919,000 compared to $37,733,000 for the comparable period in fiscal 2002. The Company reported a net loss allocable to common shareholders of $373,000 or ($0.02) per share (basic and diluted) for the third quarter 2003 compared to net income allocable to common shareholders of $1,274,000 or $0.06 per share for the corresponding 2002 quarter. For the nine months ended June 30, 2003, net loss allocable to common shareholders was $164,000 or ($0.01) per share, compared to a net loss of $3,308,000 or ($0.17) per share for the nine months ended June 30, 2002.

The sales decrease for the third quarter 2003 is the direct result of lower unit sales volume in both the heavy truck and automotive business's compared to the corresponding quarter in the prior year. Gross margins for the third quarter of 2003 were lower than gross margins for the third quarter of 2002 due to increased manufacturing costs in the heavy truck line and higher than anticipated startup costs associated with some of our new product launches in the light truck and passenger car lines.

Sales increased for the nine months ended June 30, 2003 as a direct result of higher unit sales volume for heavy truck, which was offset by lower sales volumes in automotive and light truck compared to the nine months ended June 30, 2002. Gross Margins for the nine months ended June 30, 2003 declined from gross margins in the comparable nine months ended June 30, 2002. The decline was due to higher heavy truck manufacturing costs in the third quarter of fiscal 2003, start-up costs for automotive and light truck new product launches and a $985,000 charge resulting from higher than anticipated warranty claims by one heavy truck customer, which was recorded in the second quarter of 2003.

Third quarter fiscal 2003 income from continuing operations was $402,000 compared to income of $1,321,000 for the same quarter of 2002. This decrease in income from continuing operations resulted from the decline in gross margins. Total operating expenses remained consistent between quarters.

Income from continuing operations for the nine months ended June 30, 2003 was $1,667,000 compared to a loss of $1,616,000 for the comparable period in fiscal 2002. Included in income from continuing operations for the first nine months of 2003 is a $951,000 gain related to a settlement with a former automotive customer. Reflected in the loss from continuing operations for the first nine months of fiscal 2002 is a loss on impairment of a former investment with Ajay for $3,565,000. Excluding these items, income from continuing operations for the nine months ended June 30, 2003 was $716,000 compared to income of $1,949,000 for the nine months ended June 30, 2002. The decrease between periods is due to the warranty, manufacturing and start up costs for the nine months ended June 30, 2003 described above, which were partially offset by lower administrative expenses during the same period.

Net income (loss) allocable to common shareholders includes a charge for dividends and accretion on preferred stock of $697,000, or ($.03) per diluted share, for the third quarter ended June 30, 2003 compared to $348,000, or ($.02) per diluted share, for the corresponding quarter in fiscal 2002. For the nine months ended June 30, 2003, net loss allocable to common shareholders includes a charge for dividends and accretion on preferred stock of $2,008,000, or ($.10) per diluted share compared to $882,000 or ($.04) per diluted share for the corresponding period in fiscal 2002.

Williams Controls' Board Chairman Gene Goodson stated, "Unfortunately, we had a difficult quarter from a manufacturing perspective in the heavy truck line, but we are confident this was a temporary problem. This, combined with continuing higher than expected light truck and passenger car launch costs kept our gross margins depressed." He continued "We have taken steps to lower our cost structure for light truck and passenger car electronic throttle control systems ("ETC's") while we look to divest ourselves of these product lines." He concluded, "On a positive note, industry projections show an improvement in the truck market for next year, and we believe that we are positioned to take advantage of that improved market. 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, please visit the Company's website 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 forward looking statements are based on management's assumptions and projections, and are sometimes identifiable by use of the words, "expect to," "plan," "will," "believe" and words of similar predictive nature. Because management's assumptions and projections are based on anticipation of future events, you should not place undue emphasis on forward-looking statements. You should anticipate that our actual performance may vary from these projections, and variations may be material and adverse. You should not rely on forward-looking statements in evaluating an investment or prospective investment in our stock, and when reading these statements you should consider the uncertainties and risks 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 of 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    Nine months    Nine months
                 ended 6/30/03   ended 6/30/02   ended 6/30/03 ended 6/30/02
                  (unaudited)    (unaudited)     unaudited)    (unaudited)
  Net sales         $12,634        $13,467         $37,919        $37,733
  Cost of sales       9,731          9,487          29,763         27,572
  Gross margin        2,903          3,980           8,156         10,161
  Research and
   development
   expense              975            856           2,726          2,515
  Selling expense       353            360           1,060            962
  Administration
   expense            1,173          1,443           3,654          4,735
  Gain on settlement
   with customer         --             --            (951)            --
  Loss on impairment
   of investment
   - Ajay                --             --              --          3,565
  Income (loss) from
   continuing
   operations           402          1,321           1,667         (1,616)
  Interest and other
   (income) expenses,
   net                   78            (70)            243          1,458
  Income (loss) from
   continuing
   operations
   before income taxes  324          1,391           1,424         (3,074)
  Income tax benefit     --            231             300            231
  Net income (loss)
   from continuing
   operations           324          1,622           1,724         (2,843)
  Discontinued
   Operations - Gain
   from settlement of
   obligations           --             --             120            417
  Net income (loss)     324          1,622           1,844         (2,426)
  Preferred dividends
   and accretion for
   Series B Preferred
   Stock               (697)          (348)         (2,008)          (882)
  Net income (loss)
   allocable to
   common
   shareholders       $(373)        $1,274           $(164)       $(3,308)
  Earnings per share
   information:
  Income (loss) per
   common share from
   continuing
   operations
  - basic            $(0.02)         $0.06          $(0.01)        $(0.19)
  Income per common
   share from
   discontinued
   operations - basic    --             --            0.00           0.02
  Net income (loss)
   per common share
   - basic           $(0.02)         $0.06          $(0.01)        $(0.17)
  Weighted common
   shares
   outstanding
   - basic        20,125,492    19,928,522      20,103,125     19,927,411

  Income (loss) per
   common share from
   continuing
   operations -
   diluted           $(0.02)         $0.06          $(0.01)        $(0.19)
  Income per common
  share from
   discontinued
   operations
  - diluted              --            --             0.00            0.02
  Net income (loss)
   per common share
   - diluted         $(0.02)          0.06          $(0.01)         $(0.17)
  Weighted common
   shares
   outstanding
   -diluted       20,125,492    21,037,522      20,103,125      19,927,411

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

                                              June 30, 2003    September 30,
                                                                   2002
                Assets
  Current Assets:
   Cash and cash equivalents                      $860             $829
   Trade and other accounts receivable, net      8,022            8,764
   Inventories, net                              5,532            4,940
   Prepaid expenses and other current assets       711              624
     Total current assets                       15,125           15,157
  Property, plant and equipment, net            10,201           10,530
  Other assets, net                                346              635
     Total assets                              $25,672          $26,322

       Liabilities and Stockholders' Deficit
  Current Liabilities:
   Accounts payable                             $4,137           $5,326
   Accrued expenses                              6,054            6,856
   Current portion of long-term debt and
   capital leases                                4,991            4,084
     Total current liabilities                  15,182           16,266
  Long-term debt and capital lease obligations     935            1,483
  Employee benefit obligations                   7,571            6,293
  Subordinated debt                                 --            2,139
  Mandatory redeemable Convertible
   Series B Preferred Stock, net                14,986           13,109
  Shareholders' Deficit:
   Preferred stock (Series A and A-1)                1                1
   Common stock                                    201              199
   Additional paid-in capital                   23,687           23,559
   Accumulated deficit                         (32,489)         (32,325)
   Treasury Stock                                 (377)            (377)
   Other Comprehensive Loss - Pension
    liability adjustment                        (4,025)          (4,025)
  AdAdjustmen
     Total shareholders' deficit               (13,002)         (12,968)
     Total liabilities and shareholders'
      deficit                                   $25,672         $26,322