UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[ x ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: March 31, 1996.
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 0-18083
Williams Controls, Inc.
(Exact name of registrant as specified in its charter)
Delaware 84-1099587
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
14100 SW 72nd Avenue
Portland, Oregon 97224
(Address of principal executive office) (zip code)
Registrant's telephone number, including area code:
(503) 684-8600
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
The number of shares outstanding of the registrant's common stock as of April
19, 1996: 17,469,787.
Williams Controls, Inc.
Index
Page
Number
Part I. Financial Information
Item 1. Financial Statements
Consolidated Balance Sheets, March 31, 1996 (unaudited)
and September 30, 1995 1
Unaudited Consolidated Statement of Stockholders' Equity,
six months ended March 31, 1996 2
Unaudited Consolidated Statements of Operations,
three and six months ended March 31, 1996 and 1995 3
Unaudited Consolidated Statements of Cash Flows,
six months ended March 31, 1996 and 1995 4
Notes to Unaudited Consolidated Financial Statements 5-8
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of Operations 9-12
Part II. Other Information
Item 4. Submission of Matters to a Vote of Security Holders 13
Item 5. Other Information 13
Item 6. Exhibits and Reports on Form 8-K 13
Signature Page 14
Consolidated Balance Sheets
(Dollars in thousands, except per share amounts) Williams Controls, Inc.
March 31, September 30,
1996 1995
-----------------------------------
(unaudited)
Assets
Current Assets:
Cash $ 696 $ 1,653
Accounts receivable, net 12,244 10,521
Inventories 17,221 12,987
Other 1,005 627
------- -------
Total current assets 31,166 25,788
------- -------
Investment in affiliate 1,043 1,118
Property, plant and equipment 23,642 22,529
Less accumulated depreciation and amortization 4,346 3,731
------- -------
19,296 18,798
------- -------
Other assets 1,077 1,478
------- -------
$ 52,582 $ 47,182
======= =======
Liabilities and Stockholders' Equity
Current Liabilities:
Current portion of long-term debt $ 373 $ 462
Accounts payable and accrued expenses 7,148 7,419
------- -------
Total current liabilities 7,521 7,881
------- -------
Long-term debt 22,205 17,946
Other liabilities 2,312 2,298
Commitments and contingencies - -
Minority interest in consolidated subsidiaries 804 764
Stockholders' equity:
Preferred stock of $.01 par value, 50,000,000 shares authorized - -
Common stock of $.01 par value, 50,000,000 shares authorized,
17,664,987 and 17,264,987 shares issued 177 173
Additional paid-in capital 9,383 9,023
Unearned ESOP shares (511) (630)
Pension liability adjustment (273) (273)
Retained earnings 11,504 10,000
Treasury shares (195,200 shares at cost) (540) -
------- -------
19,740 18,293
------- -------
$ 52,582 $ 47,182
======= =======
The accompanying notes are an integral part of these statements.
Unaudited Consolidated Statement of Stockholders' Equity
(Dollars in thousands, except per share amounts) Williams Controls, Inc.
Number of Additional Unearned Pension
Shares Common Paid-in ESOP Liability Retained Treasury Stockholders'
Issued Stock Capital Shares Adjustment Earnings Shares Equity
-------------------------------------------------------------------------------------------------
Balance, September 30, 1995 17,264,987 $173 $9,023 $(630) $(273) $10,000 $ - $18,293
Issuance of shares upon exercise
of stock options and warrants 400,000 4 231 - - - - 235
Reduction of unallocated - - 129 119 - - - 248
ESOP shares
Cost of shares acquired (195,200) - - - - - - (540) (540)
Net earnings - - - - - 1,504 - 1,504
--------------------------------------------------------------------------------------------------
Balance, March 31, 1996 17,664,987 $177 $9,383 $(511) $(273) $11,504 $(540) $19,740
========== === ===== ===== ===== ====== ===== ======
The accompanying notes are an integral part of these statements.
Unaudited Consolidated Statements of Operations
(Dollars in thousands, except per share amounts) Williams Controls, Inc.
Three months Three months Six months Six months
ended ended ended ended
March 31, 1996 March 31, 1995 March 31, 1996 March 31, 1995
-------------- -------------- -------------- --------------
Net sales $16,135 $15,238 $32,563 $26 ,814
Cost of sales 12,431 10,795 24,455 19,037
------ ------ ------ ------
Gross margin 3,704 4,443 8,108 7,777
------ ------ ------ ------
Operating expenses:
Research and development 492 293 999 568
Selling 678 740 1,418 1,220
Administrative 1,163 829 2,177 1,365
------ ------ ------ ------
2,333 1,862 4,594 3,153
------ ------ ------ ------
Earnings from operations 1,371 2,581 3,514 4,624
Other (income) expense:
Interest income, affiliate - (183) - (330)
Interest expense 482 496 946 909
Equity interest in loss of affiliate 5 6 75 222
------ ------ ------ ------
487 319 1,021 799
------ ------ ------ ------
Earnings before income taxes 884 2,262 2,493 3,825
Income taxes 341 830 949 1,405
------ ------ ------ ------
Earnings before minority interest 543 1,432 1,544 2,420
Minority interest in net earnings
of consolidated subsidiaries 29 17 40 17
------ ------ ------ ------
Net earnings $ 514 $ 1,415 $ 1,504 $ 2,403
====== ====== ====== ======
Earnings per common share $ .03 $ .08 $ .09 $ .14
====== ====== ====== ======
The accompanying notes are an integral part of these statements.
Unaudited Consolidated Statements of Cash Flows
(Dollars in thousands) Williams Controls, Inc.
Six months Six months
ended ended
March 31, 1996 March 31, 1995
-------------- --------------
Cash flows from operations:
Net earnings $ 1,504 $ 2,403
Non-cash adjustments to net earnings:
Depreciation and amortization 1,196 764
Minority interest in earnings of consolidated subsidiaries 40 17
Equity interest in loss of affiliate 75 222
Changes in working capital items net of the effects of acquisitions:
Receivable, net (1,625) (2,311)
Inventories (4,234) (1,177)
Other (378) (869)
Accounts payable and accrued expenses (271) 1,272
Note receivable, affiliate - (1,916)
-------- --------
Net cash used for operations (3,693) (1,595)
-------- --------
Cash flows from investing:
Payment for acquisitions - (1,167)
Payment for equipment (963) (635)
-------- --------
Net cash used for investing (963) (1,802)
-------- --------
Cash flows from financing:
Net borrowings (repayments) under revolving loan - 3,056
Payments of long term debt - (833)
Proceeds from long-term debt 4,050 1,284
Payments of capital leases (46) (66)
Repurchase of common stock (540) -
Proceeds from stock issuance 235 -
Debt costs - (109)
-------- --------
Net cash provided by financing 3,699 3,332
-------- --------
Net decrease in cash (957) (65)
Cash at beginning of period 1,653 242
-------- --------
Cash at end of period $ 696 $ 177
======== ========
Interest paid in 1996 was approximately $950 and $900 for the six months ended
March 31. Income taxes paid in 1996 and 1995 were approximately $750 and $1200
for the six months ended March 31.
The accompanying notes are an integral part of these statements.
Notes to Unaudited Consolidated Financial Statements
Three and Six Months ended March 31, 1996 and 1995
(Dollars in thousands, except per share amounts) Williams Controls, Inc.
1. Organization
The Company includes its wholly-owned subsidiaries, Williams Controls
Industries, Inc.; Kenco Williams, Inc.; NESC Williams, Inc.; Williams
Technologies, Inc.; Williams World Trade, Inc.; Williams Automotive,
Inc.; Aptek Williams, Inc.; Agrotec Williams, Inc. and its 80% owned
subsidiaries Hardee Williams, Inc. and Waccamaw Wheel Williams, Inc.
2. The Interim Consolidated Financial Statements
The interim consolidated financial statements have been prepared by the
Company and, in the opinion of management, reflect all material
adjustments which are necessary to a fair statement of results for the
interim periods presented. Certain information and footnote disclosure
made in the last annual report on Form 10-K have been condensed or
omitted for the interim consolidated statements. Certain costs are
estimated for the full year and allocated to interim periods based on
activity associated with the interim period. Accordingly, such costs are
subject to year-end adjustment. It is the Company's opinion that, when
the interim consolidated statements are read in conjunction with the
September 30, 1995 annual report on Form 10-K, the disclosures are
adequate to make the information presented not misleading. The interim
consolidated financial statements include the accounts of the Company and
its subsidiaries. All significant intercompany accounts and transactions
have been eliminated.
3. Earnings per Share
Earnings per share are based on the weighted average number of shares and
common stock equivalent shares outstanding during the period assuming
proceeds therefrom are used to purchase common stock at the average
market price during the period (treasury stock method). The weighted
average number of common shares used in computation of earnings per share
were 17,600,000 for the three and six months ended March 31, 1996 and
17,500,000 for the three and six months ended March 31, 1995 and 1996.
Common stock equivalents which are antidilutive are not included in the
earnings per share calculation.
Notes to Unaudited Consolidated Financial Statements
Three and Six Months ended March 31, 1996 and 1995
(Dollars in thousands, except per share amounts) Williams Controls, Inc.
4. Inventories
March 31, September 30,
1996 1995
--------- -------------
Raw material $ 6,869 $ 6,401
Work-in-process 1,658 1,031
Finished goods 8,694 5,555
------ ------
$17,221 $12,987
====== ======
Inventories are valued at the lower of cost (first-in, first out) or
market. Finished goods include component parts and finished product ready
for shipment.
5. Investment in Affiliate
The Company owns 4,117,647 shares of Ajay Sports, Inc. ("Ajay") common
stock, approximately 18% of Ajay's outstanding common stock. Ajay
manufactures and distributes golf and billiard accessories primarily to
retailers throughout the United States. The investment in Ajay is
recorded as an investment in affiliate in the Consolidated Balance Sheets
net of the Company's equity interest of $357 in Ajay's losses since
acquiring the investment. The Company is required to account for the
investment in Ajay on the equity method due to common ownership by the
Chairman and President of the Company who is also Chairman and President
of Ajay. In addition, the Company has guaranteed Ajay's $13,500 credit
facility and is charging Ajay a fee of 1/2 of 1% per annum of the
outstanding loan amount for providing this guaranty.
Notes to Unaudited Consolidated Financial Statements
Three and Six Months ended March 31, 1996 and 1995
(Dollars in thousands, except per share amounts) Williams Controls, Inc.
6. Debt
The Company maintains a $30,000 revolving loan which carries an interest
rate at the option of the Company of either the bank's prime rate or the
Interbank Offering Rate (IBOR) plus 2% to 3% depending upon certain
financial ratios. At March 31, 1996 the Company had borrowed
approximately $19,000 under the new credit facility with interest at 7.8%
which is IBOR plus 2%. The Company has pledged substantially all of its
assets as collateral for the credit facility which expires in 1998. The
Company is required to maintain a minimum net worth and certain financial
ratios. The loan agreement also contains certain restrictions that limit
acquisitions, investments, payment of dividends, and capital
expenditures.
7. Stock Repurchase Program
In January 1996 the Company initiated a stock repurchase program of up to
1,000,000 shares of its common stock. Under this program the Company has
acquired approximately 195,200 shares at an average price of $2.77 per
share, which include 100,000 shares of common stock at $2.75 per share
representing the market price on that date purchased from Enercorp, Inc.,
a publicly-held business development company which beneficially owns
approximately 11% of the Company's stock.
8. Acquisitions
In April 1996, the Company acquired the assets of the Burda Group of
Companies located in West Linn, Oregon, a manufacturer and distributer of
a commercial chipper. This company will be operated as Techwood Williams,
Inc.
In April 1996, the Company acquired the assets of Neumann Manufacturing
and Engineering, Inc. located in Madison Heights, Michigan, a
manufacturer of plastic components for the automotive industry. This
company will be operated as Premier Plastics Technologies, Inc.
These acquisitions were accounted for as purchases. The purchase price of
these companies and results of these operations of these companies prior
to acquisition were not material to the consolidated financial
statements.
Notes to Unaudited Consolidated Financial Statements
Three and Six Months ended March 31, 1996 and 1995
(Dollars in thousands, except per share amounts) Williams Controls, Inc.
8. Segment Information
Three months Three months Six months Six months
ended ended ended ended
March 31, 1996 March 31, 1995 March 31, 1996 March 31, 1995
-------------- -------------- -------------- --------------
Net sales by classes of similar products
Heavy vehicle components $ 8,956 $ 9,259 $17,170 $16,946
Automotive accessories 3,537 4,341 7,921 8,230
Agricultural equipment 2,669 1,638 5,026 1,638
Electrical components 973 - 2,446 -
------ ------ ------ ------
16,135 15,238 32,563 26,814
====== ====== ====== ======
Earnings (loss) from operations
Heavy vehicle components 1,669 2,054 3,454 3,909
Automotive accessories (473) 362 (434) 550
Agricultural equipment 358 165 524 165
Electrical components (183) - (30) -
------ ------ ------ ------
1,371 2,581 3,514 4,624
====== ====== ====== ======
Capital expenditures
Heavy vehicle components 142 222 242 321
Automotive accessories 111 68 160 285
Agricultural equipment 162 29 351 29
Electrical components 110 - 210 -
------ ------ ------ ------
525 319 963 635
====== ====== ====== ======
Depreciation and amortization
Heavy vehicle components 597 409 853 649
Automotive accessories 63 46 128 87
Agricultural equipment 50 28 98 28
Electrical components 58 - 117 -
------ ------ ------ ------
$ 768 $ 483 $ 1,196 $ 764
====== ====== ====== ======
March 31, 1996 March 31, 1995
-------------- --------------
Identifiable assets
Heavy vehicle components 17,149 24,009
Automotive accessories 15,040 12,810
Agricultural equipment 12,736 6,953
Electrical components 7,657 -
------ ------
Total assets 52,582 43,772
====== ======
Management's Discussion and Analysis of
Financial Condition and Results of Operations
(Dollars in thousands, except per share amounts) Williams Controls, Inc.
Financial Condition, Liquidity and Capital Resources
On March 31, 1996 the Company had working capital of $23,645 compared to $17,907
at September 30, 1995. The current ratio on March 31, 1996 was 4.1 compared with
3.3 at September 30, 1995. During the six months ended March 31, 1996, the
Company's accounts receivable increased by $1,625 and inventories increased by
$4,234 due primarily to a 21% increase in sales during this period. The increase
in accounts receivable and inventories was funded primarily by debt financing
and income from operations.
The Company's $30,000 credit facility carries an interest rate at the option of
the Company of either the bank's prime rate or the Interbank Offering Rate
(IBOR) plus 2% to 3% depending upon certain financial ratios and expires in
1998. At March 31, 1996 the Company had borrowed approximately $19,000 under the
credit facility with interest at 7.8% which is IBOR plus 2.5%. The Company has
pledged substantially all of its assets as collateral for the credit facility
and is required to maintain a minimum net worth and certain financial ratios.
The loan agreement also contains certain restrictions that limit acquisitions,
investments, payment of dividends, and capital expenditures.
The Company owns 4,117,647 shares of Ajay Sports, Inc. ("Ajay") common stock,
approximately 18% of Ajay's outstanding common stock. The investment in Ajay is
recorded as an investment in affiliate in the Consolidated Balance Sheets net of
the Company's equity interest of $357 in Ajay's losses since acquiring the
investment. The Company is required to account for the investment in Ajay on the
equity method due to common ownership by the Chairman and President of the
Company who is also Chairman and President of Ajay. In addition, the Company has
guaranteed Ajay's $13,500 credit facility and is charging Ajay a fee of 1/2 of
1% per annum of the outstanding loan amount for providing this guaranty. Ajay
manufactures and distributes golf and billiard accessories primarily to
retailers throughout the United States.
The Company anticipates that cash generated from operations and debt financing
will be sufficient to satisfy working capital and capital expenditure
requirements for the foreseeable future and will continue to provide financial
flexibility for the Company to respond quickly to business opportunities,
including opportunities for growth through internal development or through
strategic joint ventures or acquisitions.
Management's Discussion and Analysis of
Financial Condition and Results of Operations
(Dollars in thousands, except per share amounts) Williams Controls, Inc.
Results of Operations
Three and six months ended March 31, 1996 compared to the three and six months
ended March 31, 1995.
Sales
Sales for the three months ended March 31, 1996 were $16,135 compared to sales
of $15,238 for the three months ending March 31, 1995, an increase of 6%. Sales
were comprised of four segments, heavy vehicle components, auto accessories,
agricultural equipment, and electrical components which accounted for 56%, 22%,
17% and 5% for the three months ended March 31, 1996 compared to 61%, 28%, 11%
and 0% for the same period in the prior year. Agricultural equipment and
electrical components sales were the result of acquisitions completed in
February 1995 and April 1995. Heavy vehicle components sales were $8,956 for the
three months ended March 31, 1996 compared to $9,259 for the same period in the
prior year, a decrease of 3%. Sales of automotive accessories were $3,537 for
the three months ended March 31, 1996 compared to $4,341 for the same period in
the prior year, a decrease of 19%. Agricultural equipment sales were $2,669 for
the three months ended March 31, 1996 compared to $1,638 for the same period in
the prior year, an increase of 63%. Sales of electrical components sales were
$973 for the three months ended March 31, 1996.
Sales for the six months ended March 31, 1996 increased 21% to $32,563 compared
to $26,814 for the same period in the prior year. Sales of heavy vehicle
components, auto accessories, agricultural equipment, and electrical components
accounted for 53%, 24%, 15% and 8% for the six months ended March 31, 1996
compared to 63%, 31%, 6% and 0% for the same period in the prior year. Heavy
vehicle sales were $17,170 for the six months ended March 31, 1996 compared to
$16,946 for the same period in the prior year, an increase of 1%. Automotive
accessories sales were $7,921 for the six months ended March 31, 1996 compared
to $8,230 for the same period in the prior year, a decrease of 4%. Agricultural
equipment sales were $5,026 for the six months ended March 31, 1996 compared to
$1,638 for the same period in the prior year, an increase of over 200%. Sales of
electrical components were $2,446 for the six months ended March 31, 1996.
Heavy vehicle component sales were flat for the first six months of the year as
retail sales of class 8 trucks declined over 20% compared to the prior year.
This is the primary market for the Company's electronic throttle product line.
The decrease in the class 8 truck market has been offset by an increase in sales
to the midrange truck market. The midrange truck market continues to introduce
electronic throttles to new truck models as this technology becomes more
acceptable to this market segment. The Company anticipates this trend to
continue for approximately 12 to 18 months. Sales of automotive accessories
sales were down 19% for the quarter and 4% for the six months ending March 31,
1996. The decrease in automotive accessories sales was due primarily to the
unusually bad winter weather which hampered retail sales, and a change in
product mix as the Company continues to restructure its product lines in an
effort to achieve more profitable sales. In the first quarter, the Company
introduced a product line targeted for a different market segment to reduce its
reliance on mass merchant retail sales. Agricultural equipment and electrical
component sales are the results of acquisitions and, therefore, comparison to
the prior period is not meaningful. The agricultural equipment segment has been
successful at integrating small product line acquisitions into its primary
dealer network. The Company expects that a significant portion of its
agricultural equipment sales will occur in the third and fourth fiscal quarters.
Sales in the electrical component segment sales were sluggish during the first
six months of the year due to slow sales to two primary customers. The Company
is continuing to focus on development of new products to increase future sales.
Management's Discussion and Analysis of
Financial Condition and Results of Operations (Continued)
(Dollars in thousands, except per share amounts) Williams Controls, Inc.
Results of Operations
Three and six months ended March 31, 1996 compared to the three and six months
ended March 31, 1995.
Earnings from Operations
Earnings from operations for the three months ended March 31, 1996 were $1,371
compared to $2,581 for the three months ended March 31, 1995, a decrease of 47%.
Earnings from operations for the six months ended March 31, 1996 were $3,514
compared to $4,624 for the six months ended March 31, 1995, a decrease of 24%.
Earnings from operations as a percentage of sales for the three and six months
ended March 31, 1996 were 9% and 11% compared to 17% and 17% for the three and
six months ended March 31, 1995. The decrease in earnings from operations is due
to a combination of lower gross margins and from increased operating expenses.
Gross margin as a percentage of sales for the three months ended March 31, 1996
was 23% compared to 29% for the three months ended March 31, 1995. Gross margin
as a percentage of sales for the six months ended March 31, 1996 was 25%
compared to 29% for the same period in the prior year. The decrease in gross
margin results from a larger percentage of the Company's operations being in
business segments with lower gross margins. In addition, the automotive
accessories segment gross margins were down significantly due to the competitive
environment in that segment. Operating expenses for the three months ended March
31, 1996 were $2,333 or 14% of sales compared to $1,862 or 12% of sales for the
same period in the prior year. Operating expenses for the six months ended March
31, 1996 were $4,594 or 14% of sales compared to $3,153 or 12 % of sales for the
same period in the prior year. The increase in operating expenses is due
primarily to additional costs associated with the companies that have been
acquired in the agricultural equipment and electrical component segments.
Operating costs as a percentage of sales including the agricultural equipment
and electrical component segments have been approximately 14% the last three
quarters reported by the company.
Earnings from operations of the heavy vehicle component segment decreased 19%
and 12% for the three and six months ended March 31, 1996 compared to the same
periods in the prior year. The decrease in earnings from operations is due to
the shift in product mix to products used in midrange truck applications which
typically have lower margins than heavy-duty truck applications. In addition,
due to the downturn in the class 8 truck market segment, the Company's customers
are faced with increased price pressure to compete in this shrinking market.
Therefore, the Company is working with its customers to maintain or reduce
selling prices while absorbing the increased cost of raw materials.
The automotive accessories segment had losses from operations of $473 and $434
for the three and six months ended March 31, 1996 compared to earnings from
operations of $362 and $550 for the same period in the prior year. The poor
performance by this auto accessories segment is due to depressed retail sales,
increased pressure from customers to reduce prices, increased raw material costs
and initial costs related to a product line restructuring. The restructuring is
a key element in management's strategy to return this segment to profitability.
The restructuring includes accelerating development of product lines to
diversify into market segments other than mass merchant market segments, which
has been the Company's primary market for its auto accessories segment. In
addition, the Company is redesigning products to use alternative sources of raw
materials to reduce product costs and identifying value-added manufacturing
opportunities. The Company anticipates that the auto accessories segment will
continue to operate at a loss or break-even while these changes are being
implemented.
Management's Discussion and Analysis of
Financial Condition and Results of Operations (Continued)
(Dollars in thousands, except per share amounts) Williams Controls, Inc.
Results of Operations
Three and six months ended March 31, 1996 compared to the three and six months
ended March 31, 1995.
The electrical components segment had losses from operations of $183 and $30 for
the three and six months ended March 31, 1996 due primarily to decreased sales
to two of its major customers in the telecommunication industry. The electrical
components segment was added through an acquisition completed in April of 1995.
The Company is optimistic that the sales decline was temporary and sales will
return to normal levels during the remainder of the year. The electrical
components segment continues to focus on product development efforts to enhance
future sales opportunities.
The agricultural equipment segment had earnings from operations of $358 and $524
for the three and six months ended March 31, 1996 compared to $165 for the same
periods in the prior year. The agricultural equipment segment resulted from
acquisitions in February 1995, and has been successful at integrating several
small subsequently acquired product line into its operations without
significantly increasing the cost of operations. The Company believes that the
agricultural equipment segment is in position to meet its seasonal demands.
Other Expenses
Interest expense for the three and six months ended March 31, 1996 was $482 and
$946 compared to $496 and $909 for the three and six months ended March 31,
1995. The increase in interest expense is due primarily to additional debt
incurred to finance current year acquisitions which is partially offset by lower
interest rates than in the prior year. Interest income, affiliate for the three
and six months ended March 31, 1995 relates to the loan provided to Ajay which
was repaid in July of 1995.
Net Earnings
Net earnings for the three months ended March 31, 1996 decreased 64% to $514 or
$.03 per share compared to $1,415 or $.08 per share for the same period in the
prior year. Net earnings for the six months ended March 31, 1996 decreased 37%
to $1,504 or $.09 per share compared to $2,403 or $.14 per share for the same
period in the prior year.
Part II
Item 4. Submission of Matters to a Vote of Security Holders
On February 16, 1996 the Company held its annual meeting of
stockholders. The stockholders elected the following directors.
For Withhold
Stanley V. Intihar 14,981,257 81,630
R. William Caldwell 14,974,749 88,138
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
None
Williams Controls, Inc.
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
WILLIAMS CONTROLS, INC.
/s/ Thomas W. Itin
-------------------------------------------
Thomas W. Itin, Chairman, President and CEO
/s/ Dale J. Nelson
-------------------------------------------
Dale J. Nelson, Chief Financial Officer
Date: May 10, 1996