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Williams Controls Reports Third Quarter 2004 Results

PORTLAND, Ore., Aug. 16, 2004 -- Williams Controls, Inc. today announced results for its 2004 third quarter ended June 30, 2004. Net sales of $15,127,000 were 22.2% higher than the net sales of $12,381,000 recorded for the corresponding quarter last year. Net sales for the nine months ended June 30, 2004 increased $4,726,000, or 12.6%, to $42,142,000 from $37,416,000 for the comparable period in fiscal 2003. Net income was $1,472,000, or $.04 per diluted share, for the third quarter of fiscal 2004, compared to a net loss allocable to common shareholders of $373,000, or ($.02) per diluted share, for the corresponding quarter in 2003. For the nine months ended June 30, 2004, net income was $3,724,000, or $.11 per diluted share, compared to a net loss allocable to common shareholders of $164,000, or ($.01) per diluted share, for the nine months ended June 30, 2003.

The $2,746,000 sales increase for the third quarter was driven by higher unit sales volumes for heavy truck and transit bus resulting in an increase of $4,026,000, or 36.3%, in sales from these product lines. This increase was partially offset by reduced sales of $1,280,000 due to the sale of the passenger car and light truck product lines on September 30, 2003.

Operating income from continuing operations in the third quarter of 2004 improved to $2,646,000, compared to $383,000 for the same quarter of 2003, due to elimination of the negative gross margins from the passenger car and light truck product lines, higher truck sales volumes and an overall reduction in operating expenses. Research and development, selling and administration expenses were higher for heavy truck and transit bus primarily due to increased product and customer development efforts; however, these expenses in total were lower in the third quarter of fiscal 2004, compared to the third quarter of 2003, due to the sale of the passenger car and light truck product lines.

Sales for the nine months ended June 30, 2004 also increased due to higher unit sales volume for the heavy truck and transit bus product lines. Sales for these product lines increased $4,726,000, or 12.6%, compared to the same period in fiscal 2003. This increase was partially offset by the elimination of $3,307,000 of sales related to the passenger car and light truck product lines.

Operating income from continuing operations for the nine months ending June 30, 2004 improved to $6,833,000, compared to $1,747,000 for the corresponding nine months of 2003. Gross margins improved 64.5% to $13,332,000 in the first nine months of 2004, due to higher heavy truck sales volumes and elimination of the negative gross margins from the passenger car and light truck product lines. Additionally, gross margins for the first nine months of 2003 were adversely impacted by a $985,000 charge for higher than normal warranty claims with one heavy truck customer. For the first nine months of fiscal 2004, research and development, selling and administration expenses were higher for heavy truck and transit bus primarily due to increased product and customer development efforts; however, the total of these expenses were lower than the comparable nine months of 2003 due to the sale of the passenger car and light truck product lines. Additionally, the first nine months of fiscal 2003 included a gain of $951,000 from a settlement with a prior automotive customer, which improved fiscal 2003 operating income.

Williams Controls' Board Chairman Gene Goodson stated, "This is the third consecutive quarter of continuing improvement in earnings following the sale of our passenger car and light truck product lines." He continued, "additionally we are also benefiting from the continuing improvement in our core heavy truck market." He concluded, "currently Williams is well positioned with the improved truck markets, improved balance sheet and the recently announced naming of Patrick Cavanagh as our new President and Chief Executive Officer."

ABOUT WILLIAMS CONTROLS

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.

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

                           Three       Three         Nine         Nine
                           months      months        months       months
                           ended       ended         ended        ended
                          6/30/04     6/30/03       6/30/04      6/30/03
                        (unaudited) (unaudited)   (unaudited) (unaudited)

  Net sales              $15,127      $12,381      $42,142      $37,416
  Cost of sales           10,098        9,541       28,810       29,311
  Gross margin             5,029        2,840       13,332        8,105
  Research and
   development expense       858          974        2,236        2,725
  Selling expense            339          330          901          993
  Administration expense   1,186        1,153        3,362        3,591
  Gain on settlement
   with customer              --           --           --        (951)
  Operating income from
   continuing operations   2,646          383        6,833        1,747
  Interest income            (1)          (2)          (2)         (23)
  Interest expense -
   Series B Preferred
   Stock dividends and
   accretion                 822           --        2,382           --
  Interest expense - Debt     17           99           56          426
  Other (income) expense,
   net                       253         (19)          248        (160)
  Income from continuing
   operations before
   income taxes            1,555          305        4,149        1,504
  Income tax expense
   (benefit)                  42            -          136        (300)
  Net income from
   continuing operations   1,513          305        4,013        1,804
  Discontinued Operations
   - Loss (income)            41         (19)          289         (40)
  Net income               1,472          324        3,724        1,844
  Preferred dividends
   and accretion of
   Series B Preferred
   Stock                      --        (697)           --      (2,008)
  Net income (loss)
   allocable to common
   shareholders           $1,472       $(373)       $3,724       $(164)

  Earnings per share information:

  Income (loss) per
   common share from
   continuing operations
   - basic                 $0.04      $(0.02)        $0.12      $(0.01)
  Income (loss) per
   common share from
   discontinued operations
   - basic                  0.00         0.00       (0.01)         0.00
  Net income (loss)
   per common share
   - basic                 $0.04      $(0.02)        $0.11      $(0.01)
  Weighted average
   shares used in per
   share calculation
   - basic            34,769,175   20,125,492   33,144,151   20,103,125

  Income (loss) per
   common share from
   continuing operations
   - diluted               $0.04      $(0.02)        $0.11      $(0.01)
  Income (loss) per
   common share from
   discontinued operations
   - diluted                0.00         0.00         0.00         0.00
  Net income (loss)
   per common share
   - diluted               $0.04      $(0.02)        $0.11      $(0.01)
  Weighted average
   shares used in per
   share calculation
   - diluted          59,048,884   20,125,492   56,365,989   20,103,125

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

                                                   June 30,  September 30,
                                                     2004           2003
                                                  (unaudited)   (unaudited)
                      Assets

  Current Assets:
     Cash and cash equivalents                      $6,049           $101
     Trade accounts receivable, net                  8,630          7,015
     Other receivables                                 491          7,185
     Inventories, net                                3,814          4,053
     Prepaid expenses and other current assets         546            330
        Total current assets                        19,530         18,684

  Property, plant and equipment, net                 5,361          5,647
  Other assets, net                                    551            576
        Total assets                               $25,442        $24,907

         Liabilities and Shareholders' Deficit

  Current Liabilities:
     Accounts payable                               $3,755         $4,027
     Accrued expenses                                3,938          6,698
     Current portion of employee
      benefit obligations                            2,949          2,098
     Current portion of long-term debt
      and capital leases                               332          4,658
        Total current liabilities                   10,974         17,481

  Long-term debt and capital lease obligations         151            402
  Employee benefit obligations                       7,043          8,095
  Mandatory redeemable Convertible Series B
   Preferred Stock, net                             18,454         16,072

  Shareholders' Deficit:
     Preferred stock (Series A and A-1)                  1              1
     Common stock                                      230            201
     Additional paid-in capital                     24,434         22,224
     Accumulated deficit                          (29,676)       (33,400)
     Treasury Stock                                  (377)          (377)
     Other comprehensive loss -
      Pension liability adjustment                 (5,792)        (5,792)
        Total shareholders' deficit               (11,180)       (17,143)
        Total liabilities and
         shareholders' deficit                     $25,442        $24,907