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Williams Controls Reports Fiscal Year End 2004 Results

PORTLAND, Ore., Dec. 20, 2004 -- Williams Controls, Inc. (the "Company") today announced its results for the fourth quarter and full year ended September 30, 2004.

Net sales for the quarter of $15,908,000 were 14.6% higher than the net sales of $13,886,000 recorded for the corresponding quarter last year. Net sales for the year ended September 30, 2004 increased $6,748,000, or 13.2%, to $58,050,000 from $51,302,000 for the comparable period in fiscal 2003.

The Company reported a net loss of $9,754,000, or ($0.42) per diluted share, for the fourth quarter of fiscal 2004, compared to a net loss of $908,000, or ($0.05) per diluted share for the corresponding quarter in 2003. For the year ended September 30, 2004, net loss allocable to common shareholders was $6,030,000, or ($0.28) per diluted share, compared to a net loss allocable to common shareholders of $1,075,000, or ($0.05) per diluted share, for the year ended September 30, 2003. Included in the fiscal 2004 fourth quarter and full year results are a charge of $19,770,000 for loss on extinguishment of debt related to the elimination of all outstanding Series B preferred stock and accrued dividends and an income tax benefit of $7,293,000 relating to reversal of the valuation allowance on certain deferred tax assets.

On September 30, 2004 the Company completed a capital restructuring, which resulted in the redemption of 98,114 shares of Series B preferred stock for $26,436,000; the conversion of the remaining 55,436 shares of Series B preferred stock into 11,761,495 shares of common stock; and the conversion of the 77,550 of Series A-1 preferred stock into 11,848,740 shares of common stock.

The fourth quarter sales increase was driven by higher unit sales volumes for heavy truck and transit busses. Sales from these product lines increased $3,323,000, or 26.4%. This increase was partially offset by reduced sales of $1,301,000 due to the sale of the passenger car and light truck product lines on September 30, 2003.

Operating income from continuing operations in the fourth quarter of 2004 improved to $2,885,000, compared to $39,000 for the same quarter of 2003. Elimination of the negative gross margins from the passenger car and light truck product lines and higher truck sales volumes were the primary factors creating the improvement. Overall, research and development, selling and administration expenses were lower in the 2004 fourth quarter due to the sale of the passenger car and light truck product lines; however the same costs for heavy truck and transit bus were $266,000 higher primarily due to increased product and customer development efforts and the recording of a $700,000 environmental accrual related to the Company's Portland, Oregon facility.

Net sales for the year ended September 30, 2004 increased due to higher unit sales volumes for the heavy truck and transit bus product lines. Sales for these product lines increased $11,356,000, or 24.3%, compared to the same period in fiscal 2003. This increase was partially offset by the absence of $4,608,000 of sales related to the passenger car and light truck product lines.

Operating income from continuing operations for the year ended September 30, 2004 improved to $9,718,000, compared to $1,786,000 for the prior year. Gross margins improved to $18,816,000 in fiscal 2004 due to elimination of the negative gross margins from the passenger car and light truck product lines, higher heavy truck sales volumes and lower warranty expense. Fiscal 2003 operating income included a gain of $951,000 related to a settlement with a former passenger car and light truck customer. Research and development, selling and administration expenses for the full year 2004 were higher for heavy truck and transit bus primarily due to increased product and customer development efforts and the recording of a $950,000 environmental accrual related to the Company's Portland, Oregon facility; however, overall these expenses were lower than the comparable period in fiscal 2003 due to the sale of the passenger car and light truck product lines.

Williams Controls' Chief Executive Officer, Patrick W. Cavanagh stated, "excluding the costs of the recapitalization completed on September 30, 2004, we had positive earnings for the fourth quarter." He continued, "our core heavy truck markets continued to strengthen in the fourth quarter, following a pattern established earlier in the year. This market recovery, combined with the sale at the end of fiscal 2003 of our passenger car and light truck product lines, have been the primary factors driving our earnings growth." He concluded "our earnings improvement, combined with the completion of our recapitalization, positions the Company well to take advantages of future growth opportunities."

ABOUT WILLIAMS CONTROLS

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.

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

                                Three       Three      Twelve      Twelve
                                months      months     months      months
                                ended       ended      ended       ended
                                9/30/04    9/30/03     9/30/04     9/30/03
                             (unaudited) (unaudited) (unaudited) (unaudited)

  Net sales                      $15,908    $13,886     $58,050     $51,302
  Cost of sales                   10,424     11,015      39,234      40,326
  Gross margin                     5,484      2,871      18,816      10,976
  Research and development
   expense                           806        849       3,042       3,575
  Selling expense                    291        374       1,192       1,367
  Administration expense           1,502      1,609       4,864       5,199
  Gain on settlement with
   customer                           --         --          --        (951)
  Operating income from
   continuing operations           2,885         39       9,718       1,786
  Interest expense - Series
   B Preferred Stock dividends
   and accretion                     863        731       3,245         731
  Interest and other (income)
   expenses, net                    (453)        73        (152)        316
  Loss on extinguishment of
   debt                           19,770         --      19,770          --
  Income (loss) from continuing
   operations before income
   taxes                         (17,295)      (765)    (13,145)        739
  Income tax benefit              (7,430)        (5)     (7,293)       (305)
  Net income (loss) from
   continuing operations          (9,865)      (760)     (5,852)      1,044
  Discontinued operations           (111)       148         178         108
  Net income (loss)               (9,754)      (908)     (6,030)        936
  Preferred dividends and
   accretion for Series B
   Preferred Stock                    --         --          --      (2,011)
  Net loss allocable
   to common shareholders        $(9,754)     $(908)    $(6,030)    $(1,075)
  Earnings per share information:
  Loss per common share from
   continuing operations
   - basic                       $(0.42)     $(0.04)     $(0.27)     $(0.05)
  Loss per common share from
  discontinued operations
  - basic                         (0.00)      (0.01)      (0.01)      (0.00)
  Net loss per common
   share - basic                 $(0.42)     $(0.05)     $(0.28)     $(0.05)
  Weighted common shares
   outstanding - basic       23,275,809  20,125,492  21,867,137  20,104,986

  Loss per common share from
   continuing operations
   - diluted                     $(0.42)     $(0.04)     $(0.27)     $(0.05)
  Loss per common share from
   discontinued operations
   - diluted                      (0.00)      (0.01)      (0.01)      (0.00)
  Net loss per common share
   - diluted                     $(0.42)     $(0.05)     $(0.28)     $(0.05)
  Weighted common shares
   outstanding - diluted     23,275,809  20,125,492  21,867,137  20,104,986

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

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

                    Assets
  Current Assets:
   Cash and cash equivalents                        $2,482          $101
   Trade accounts receivable, net                    8,193         7,015
   Other accounts receivable                           424         7,185
   Inventories                                       3,777         4,053
   Deferred income taxes                             2,116            --
   Prepaid expenses and other current assets           290           330
     Total current assets                           17,282        18,684

  Property, plant and equipment, net                 5,402         5,647
  Deferred income taxes                              7,247            --
  Other assets, net                                  1,194           576
     Total assets                                  $31,125       $24,907

          Liabilities and Shareholders' Deficit
  Current Liabilities:
    Accounts payable                                $4,084        $4,027
    Accrued expenses                                 4,969         6,698
    Current portion of employee benefit obligations  1,240         2,098
    Current portion of long-term debt and capital
     leases                                          3,454         4,658
      Total current liabilities                     13,747        17,481

  Long-term Liabilities:
    Long-term debt and capital lease obligations    16,640           402
    Employee benefit obligations                     7,440         8,095
    Other long-term liabilities                        333            --
    Mandatory redeemable Convertible Series B
     Preferred Stock, net                               --        16,072

  Shareholders' Deficit:
    Preferred stock (Series A and A-1)                  --             1
    Common stock                                       466           201
    Additional paid-in capital                      35,960        22,224
    Accumulated deficit                            (39,430)      (33,400)
    Treasury stock                                    (377)         (377)
    Other Comprehensive Loss - Pension liability
     adjustment                                     (3,654)       (5,792)

      Total shareholders' deficit                   (7,035)      (17,143)
      Total liabilities and shareholders' deficit  $31,125       $24,907