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Williams Controls Reports Fiscal Year End Results

18 January 2001

Williams Controls Reports Fiscal Year End Results; Moves Forward With Pursuit of Strategic Alternatives
    PORTLAND, Ore., Jan. 17 Williams Controls, Inc.
reported its results for the fourth quarter and full year ended
September 30, 2000, and reiterated its plan to pursue strategic alternatives
for the company, including the possible sale of the company or its operating
units.
    Sales increased 10.3% to $67.8 million, compared to $61.4 million in the
prior year.  The Company reported a net loss for the fiscal year ended
September 30, 2000 of $16.7 million or $0.88 per share, compared to a net loss
of $9.5 million or $0.54 per share in the prior year.  The Company reported a
loss from continuing operations of $16.7 million or $0.88 per share for the
2000 fiscal year, compared to a loss from continuing operations of $3.9
million or $0.24 per share for the year ended September 30, 2000.  The Company
reported a net loss for the fourth quarter ended September 30, 2000 of $13.3
million or $0.68 per share, compared to a net loss of $9.7 million or $0.51
per share in the prior year quarter.
    The loss from continuing operations for the year 2000 included expenses of
$5.0 million for the recognition of Equity Loss in Interest of Affiliate,
related to the company's interest in Ajay Sports, Inc., an increase of $4.6
million over 1999.  In addition, the net loss includes $7.5 million of expense
for income taxes resulting primarily from the provision of a 100% valuation
allowance for previously recognized deferred income tax assets, including net
operating loss carryforwards.  These non-cash charges have no impact on the
cash position or liquidity of the company.
    Excluding the effect of the above charges, the company's operating loss
was $1.5 million for the 2000 fiscal year, compared to fiscal year 1999
operating income of $4.0 million, before special one-time charges of $1.8 and
$5.3 million.  The decline in operating income was attributable to increased
research and development expenses, increased administration expenses and some
margin pressure.
    Research and development expenses increased to support new product
development for the automotive and truck ETC and adjustable foot pedal
products, and for development of sensor-related products, for both new and
existing customers, as well as start-up costs related to the implementation of
operations at the company's automotive foot pedal plant in Florida.  These R&D
and other start up costs have led to substantial new high volume automotive
ETC contracts for 2001 to 2005, contracts that have been previously announced
by Williams Controls.
    The Company was not in compliance with the covenants of its credit
agreement at September 30, 2000, which credit agreement matures on July 11,
2001.  Subsequent to September 30, 2000, the Company requested and received an
overadvance to support its ongoing operations.  Due to limited borrowing
capacity under the credit facility and other factors, the Company has had a
lack of liquidity and its independent public accountants issued a going
concern qualification in its audit report.
    A substantial portion of the liquidity problems experienced by the company
are a result of the operations of two of the company's subsidiaries, and the
company has taken steps to address this, including the pending sale of its
GeoFocus subsidiary and actions related to its Premier Plastics subsidiary.
The company is working with its primary bank to address these issues,
including the expansion of credit availability under the current agreement,
and is proceeding to obtain additional short-term financing from various
sources, including the sale and leaseback of two of the company's
manufacturing facilities.
    Williams Controls president and chief executive officer Thomas K. Ziegler
stated, "While the company was able to increase sales in the face of the well
documented industry-wide slowdown in the heavy truck and automotive markets,
it has affected our overall operating results.  We are taking cost cutting
measures and other actions to address this issue, and we are adjusting our
cost structure to reflect these market changes.  We are also continuing to
move forward with the plan for pursuing strategic alternatives for the
business, including a possible sale of the company or its operating units."
    Mr. Ziegler continued, "While we are not pleased with the financial
results and the performance of parts of our company, we believe that our core
automotive and heavy truck ETC and sensor businesses are sound and a great
deal of value exists in them.  We are pursuing plans, including the recent
hiring of W.Y. Campbell & Company, to maximize and realize this value for the
benefit of our shareholders, and we will continue on an aggressive timetable
to do so."
    
                           Williams Controls, Inc.
                    Consolidated Statements of Operations
          (Dollars in thousands, except share and per share amounts)

                    Three months   Three months   Twelve months  Twelve months
                    ended 9/30/00  ended 9/30/99  ended 9/30/00  ended 9/30/99
    Net sales          $16,230        $15,017        $67,725        $61,422
    Cost of sales       13,903         14,116         51,746         44,338
    Gross margin         2,327            901         15,979         17,084
    Operating expenses   4,343          3,779         17,527         13,087
    Acquired in process
     research and
     development             -          1,750              -          1,750
    Loss from impairment
     of assets               -              -              -          5,278
    Earnings (loss) from
     continuing operations
     before interest and
     taxes              (2,016)        (4,628)        (1,548)        (3,031)
    Interest and other
     expenses              908            917          2,625          1,896
    Equity interest in
     loss of affiliate   2,187             81          5,044            488
    Earnings (loss) from
     continuing operations
     before income
     taxes              (5,111)        (5,626)        (9,217)        (5,415)
    Income tax expense
     (benefit)           8,160         (1,568)         7,527         (1,487)
    Net earnings (loss)
     from continuing
     operations        (13,271)        (4,058)       (16,744)        (3,928)
    Net loss from
     discontinued
     operations - Agriculture
     Equipment segment       -         (5,611)             -         (5,611)
    Net earnings
     (loss)            (13,271)        (9,669)       (16,744)        (9,539)
    Preferred dividends   (146)          (146)          (588)          (596)
    Net earnings (loss)
     allocable to common
     shareholders     $(13,271)       $(9,815)      $(17,332)      $(10,135)
    Earnings per share information:
    Earnings (loss) per share
     from continuing
     operations - basic      -         $(0.22)             -         $(0.24)
    Loss per share from
     discontinued operations
     - basic                 -          (0.29)             -          (0.30)
    Net earnings (loss) per
     share - basic      $(0.68)         (0.51)        $(0.88)         (0.54)
    Earnings (loss) per share
     from continuing
     operations -
     diluted                 -          (0.22)             -          (0.24)
    Loss per share from
     discontinued
     operations - diluted    -          (0.29)             -          (0.30)
    Net earnings (loss) per
     share - diluted    $(0.68)        $(0.51)        $(0.88)        $(0.54)
    Weighted common shares
     outstanding -
     basic          19,709,914     19,418,618     19,788,031     18,603,057
    Weighted common shares
     outstanding -
     diluted        19,790,914     19,418,618     19,788,031     18,603,057


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

                                              Sept. 30, 2000    Sept. 30, 1999
    Assets
    Current Assets:
    Cash                                            $30             $2,323
    Trade and other accounts receivable, net     11,357             10,941
    Inventories                                   8,016              9,828
    Deferred income taxes and other               1,158              4,325
    Net assets held for disposition                   -                360
        Total current assets                     20,561             27,777

    Property, plant and equipment, net           21,486             20,775
    Investment in and note receivable from
     affiliate                                    1,615              6,398
    Net assets held for disposition                   -                500
    Goodwill and intangible assets, net           5,165              5,764
    Deferred income taxes                             -              3,025
    Other assets                                    322                265
    Total assets                                $49,149            $64,504

    Liabilities and Shareholders' Equity
    Current Liabilities:
    Accounts payable                            $11,363             $9,223
    Accrued expenses                              4,574              3,449
    Non refundable deposit                          500                  -
    Current portion of long-term debt and
     capital leases                              21,802              5,193
    Estimated loss on disposal                        -              1,000
        Total current liabilities                38,239             18,865
    Long-term debt and capital lease obligations  4,567             24,743
    Other liabilities                             3,259              2,690
    Convertible subordinated debt, net            2,040                  -

    Shareholders' Equity:
    Preferred stock                                   1                  1
    Common stock                                    199                199
    Additional paid-in capital                   21,744             21,574
     Accumulated deficit                        (20,023)            (2,691)
    Treasury stock                                 (377)              (377)
    Note receivable                                (500)              (500)

        Total shareholders' equity                1,044             18,206
    Total liabilities and shareholders' equity  $49,149            $64,504