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Williams Controls Reports Second Quarter 2005 Results

PORTLAND, Ore., May 10, 2005 -- Williams Controls, Inc. (the "Company") today announced results for its 2005 second quarter ended March 31, 2005. Net sales of $17,567,000 were up 21.3% from the $14,477,000 reported in the second quarter last year. Net sales for the six months ended March 31, 2005 increased $5,721,000, or 21.2%, to $32,736,000 from $27,015,000 for the comparable period last year. Net income for the quarter was $1,775,000, or $.04 per diluted share, compared to $1,162,000, or $.04 per diluted share, for the corresponding quarter in 2004. Net income for the six months ended March 31, 2005 was $3,489,000, or $.07 per diluted share, compared to $2,252,000, or $.07 per diluted share, for the six months ended March 31, 2004.

The increase in sales for this year's second quarter and six months was driven by an increase in production volumes for our truck, bus and off-road customers in North America, Europe and Asia.

The higher sales levels in both the current quarter and six months translated into gross profit improving for the 2005 second quarter to $6,062,000, a 36% increase from the $4,461,000 in the 2004 second fiscal quarter. For the first six months of fiscal 2005 gross profit improved to $11,183,000 from $8,303,000, a 35% increase from the prior year. Investments in strategic growth initiatives, including the establishment of sales and manufacturing operations in China, opening of a sales office in Europe and the development of sensors for use in our electronic product lines contributed to increased operating expenses. Additionally, spending on research and development activities associated with new product development and higher administrative and legal fees also pushed operating expenses higher for the 2005 second quarter and six months. In total, operating expenses increased $338,000 for the second quarter of fiscal 2005 compared to the comparable quarter in the prior year and $904,000 for the six months ended March 31, 2005.

Interest expense on debt for both the second quarter and six months of fiscal 2005 of $360,000 and $822,000, respectively, is related to the new bank debt drawn on September 30, 2004 in conjunction with the recapitalization transaction. The Company had minimal bank debt in fiscal 2004. In the second quarter and first six months of fiscal 2004, the Company recorded $791,000 and $1,560,000, respectively, of interest expense related to dividends and accretion on the Series B Preferred Stock. Part of the 2004 recapitalization transaction included the elimination of all outstanding Series B Preferred Stock and the associated dividends. The other income reported in both the second quarter and six months of fiscal 2005 is due in large part to the revaluation of the Put and Call Option agreement between the Company and American Industrial Partners, which was entered into as part of the fiscal 2004 recapitalization transaction on September 30, 2004.

Tax expense of $1,289,000 was recorded during the second quarter of fiscal 2005 at an effective rate of 42.1%. For the six months ended March 31, 2005, the Company recorded tax expense of $2,278,000 at an effective tax rate of 39.5%. Prior to the beginning of fiscal 2005, the Company had provided for a full valuation allowance on its deferred tax assets, resulting in a minimal tax provision related to the income in the second quarter and first six months of fiscal 2004. The Company reduced the valuation allowance during the fourth quarter of fiscal 2004.

Williams Controls' President and Chief Executive Officer, Patrick W. Cavanagh, stated, "During the second quarter we established our manufacturing and sales operations in China with the opening of our Suzhou manufacturing facility and our Shanghai sales office and we opened our sales office in Europe to support our growing business in Europe. Additionally, we have made significant progress in our sensor development efforts, including securing of a licensing agreement for non-contacting sensor technology." He concluded, "The stronger worldwide truck, bus and off-road markets, along with our improved financial condition, have enabled us to pursue these growth initiatives."

ABOUT WILLIAMS CONTROLS

Williams Controls is a leading designer and manufacturer of Electronic Throttle Control Systems for the heavy truck and off-road markets. 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 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, and the ability of the Company to successfully identify and implement any strategic alternatives. 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.
             Condensed Consolidated Statements of Operations
       (Dollars in  thousands, except share and per share amounts)

                       Three month   Three month   Six month    Six month
                      period ended  period ended period ended period ended
                         3/31/05       3/31/04      3/31/05       3/31/04
                       (unaudited)   (unaudited)  (unaudited) (unaudited)

  Net sales              $17,567      $14,477      $32,736      $27,015
  Cost of sales           11,505       10,016       21,553       18,712
  Gross profit             6,062        4,461       11,183        8,303
  Research and
   development expense       860          768        1,590        1,378
  Selling expense            295          288          610          562
  Administration expense   1,536        1,297        2,820        2,176
  Operating income from
   continuing operations   3,371        2,108        6,163        4,187
  Interest income           (20)          (1)         (20)          (1)
  Interest expense - Debt    360           18          822           39

  Interest expense -
   Series B Preferred
   Stock dividends
   and accretion              --          791           --        1,560
  Other (income)
   expense, net             (33)           --        (406)          (5)
  Income from continuing
   operations before
   income taxes            3,064        1,300        5,767        2,594
  Income tax expense       1,289           54        2,278           94
  Net income from
   continuing operations   1,775        1,246        3,489        2,500
  Discontinued operations     --           84           --          248
  Net income               1,775        1,162        3,489        2,252
  Earnings per share information:
  Income per common share
   from continuing
   operations - basic      $0.04        $0.04        $0.07        $0.08
  Income (loss) per
   common share from
   discontinued operations
   - basic                  0.00         0.00         0.00       (0.01)
  Net income per common
   share - basic           $0.04        $0.04        $0.07        $0.07
  Weighted average shares
   used in per share
   calculation
   - basic            46,629,411   32,801,728   46,629,411   32,336,079

  Income per common
   share from
   continuing
   operations
   - diluted               $0.04        $0.04        $0.07        $0.08
  Income (loss) per
   common share from
   discontinued operations
   - diluted                0.00         0.00         0.00       (0.01)
  Net income per
   common share
   - diluted               $0.04        $0.04        $0.07        $0.07
  Weighted average
   shares used in
   per share
   calculation
   - diluted          47,770,126   32,917,514   47,626,779   32,363,365

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

                                                March 31,September 30,
                                                   2005            2004
                                               (unaudited)     (unaudited)
  Assets
  Current Assets:
    Cash and cash equivalents                    $1,227         $2,482
    Trade accounts receivable, net               10,032          8,193
    Other receivables                               452            424
    Inventories                                   3,730          3,777
    Deferred income taxes                         2,116          2,116
    Prepaid expenses and other current assets       423            290
      Total current assets                       17,980         17,282

  Property, plant and equipment, net              6,616          5,402
  Deferred income taxes                           5,173          7,247
  Other assets, net                               1,335          1,194
      Total assets                              $31,104        $31,125

  Liabilities and Stockholders' Deficit
  Current Liabilities:
    Accounts payable                             $5,657         $4,084
    Accrued expenses                              4,591          4,969
    Current portion of employee
   benefit obligations                            1,790          1,240
    Current portion of long-term debt
     and capital lease obligations                3,456          3,454
      Total current liabilities                  15,494         13,747

  Long-term debt and capital
   lease obligations                             11,900         16,640
  Employee benefit obligations                    7,256          7,440
  Other long-term liabilities                        --            333

  Stockholders' Deficit:
    Preferred stock (Series C)                       --             --
    Common stock                                    466            466
    Additional paid-in capital                   35,960         35,960
    Accumulated deficit                        (33,969)       (37,458)
    Treasury Stock                                (377)          (377)
    Other comprehensive loss -
     Pension liability adjustment
                                                (5,626)        (5,626)

      Total stockholders' deficit               (3,546)        (7,035)
      Total liabilities and
       stockholders' deficit                    $31,104        $31,125