ATHEY PRODUCTS CORP, 10-K405, 1998-03-31

ATHEY PRODUCTS CORP
10-K405, 1998-03-31
MOTOR VEHICLES & PASSENGER CAR BODIES

Previous: ASSOCIATES FIRST CAPITAL CORP, S-8, 1998-03-31

Next: ATLANTIC AMERICAN CORP, DEF 14A, 1998-03-31

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934

(Mark One)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934.

For the fiscal year ended December 31, 1997

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934.

For the transition period from ____________ to ____________.

Commission File No. 1-2723

ATHEY PRODUCTS CORPORATION
(Exact Name of Registrant as Specified in Charter)

Delaware 36-0753480
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

1839 South Main Street, Wake Forest, North Carolina 27587-9289
(Address of Principal Executive Offices) (Zip Code)

Registrant's telephone number including area code: 919-556-5171

Securities registered pursuant to Section 12(b) of the Act:

None
(Title of Class)

Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $2 value
(Title of Class)

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 and 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 _____.

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K [_X_].

On March 17, 1998, there were 3,805,608 shares of common stock outstanding.

On March 17, 1998, the aggregate market value of voting stock held by
nonaffiliates (based upon the average bid and ask price of such stock) was
approximately $9,015,018.

<PAGE>

Forward-Looking Statements

The forward-looking statements included in the "Business", "Legal
Proceedings" and "Management's Discussion and Analysis of Financial Condition
and Results of Operations" sections, which reflect management's best judgment
based on factors currently known, involve risks and uncertainties. Words such as
"expects", "anticipates", "believes", "intends", and "hopes", variations of such
words and similar expressions are intended to identify such forward-looking
statements. Actual results could differ materially from those anticipated in
these forward-looking statements as a result of a number of factors, including
but not limited to, the factors discussed in such sections. Forward-looking
information provided by the Company in such sections pursuant to the safe harbor
established under the Private Securities Litigation Reform Act of 1995 should be
evaluated in the context of these factors.

PART I

Item 1. Business.

General Development of Business. Athey Products Corporation ("Registrant" or the
"Company") was incorporated in the State of Illinois on September 29, 1922. In
May, 1988, the Registrant's corporate domicile was changed from Illinois by
reincorporating the Registrant in Delaware. The Registrant is a manufacturer of
heavy duty equipment and parts. Its principal products include street sweepers
and force-feed loaders. The Registrant also manufactures other equipment and
replacement parts for its products. The principal users of the Registrant's
products are municipalities, contractors, other governmental bodies or agencies
and others who have need of heavy duty, large capacity equipment.

The following is a brief description of the principal products manufactured by
the Registrant.

Mobil Street Sweepers. The Mobil street sweepers are of the four-wheel
mechanical bottom dump and high-lift type and of the three-wheel mechanical
high-lift type which offers flexibility in the street cleaning operation. The
four-wheel type may be gasoline or diesel powered with an automatic
transmission. The three-wheel type is diesel powered with hydrostatic drive. All
units have variable speed, hydraulically driven brooms and elevators for cleaner
pickup of hard-to-sweep material.

Other Products

(a) Force-feed loaders. Force-feed loaders combine the continuous flow
capabilities of a belt conveyor with wheel loader mobility, and are
produced with either gasoline or diesel engines. They are used to pick
up or load dirt, snow or any flowable material from windrow or
roadside and drop it into a trailing truck.

Force-feed loaders can also be used for loading sand, coal, salt, top
soil and gravel from stockpiles; assisting in cleanup jobs or paving
projects; picking up windrows on road shoulders and ditch trimming; or
clearing snow-choked roads. Optional attachments include a swivel
discharge conveyor and right angle side discharge to either side.

(b) Graders. The grader, called the "Maintenance Master, Model 600", is a
small, maneuverable maintenance machine designed to handle jobs where
larger, less efficient equipment is not required. This unit can be
used for site preparation on small jobs such as parking lots and
driveways. Graders are produced with diesel engines, hydrostatic
transmission and a wide range of attachments.

The Registrant's products are distributed through an equipment dealer network
that covers the entire United States and certain foreign countries. Agreements
with its dealers are terminable, by either party, upon 30 days written notice,
except as otherwise limited by applicable law. As is common

-1-
<PAGE>

in the industry, almost all such dealers also sell complementary products
produced by other manufacturers, and all of them operate as independent
contractors.

Set forth below, for each of the Registrant's last three years, is the
percentage of total sales contributed by each class of similar products which
contributed 10% or more of total sales during any of the last three years:

Year Ended December, 31
----------------------------------
Class of Product 1997 1996 1995
- ---------------- ---- ---- ----
Mobil Street Sweepers 88% 93% 84%

Raw Materials and Component Parts. The principal materials and components used
by the Registrant in its manufacturing operations are steel, paint, castings,
axles, tires, hydraulic parts, engines, transmissions, small parts and welding
supplies. These materials and components are available from and are purchased
from many suppliers, none of whom the Registrant is substantially dependent upon
and none of whom receive a disproportionate amount of the Registrant's business.
In the experience of the Registrant, it has been generally able to receive its
supplies as required, though delays in deliveries have occurred.

Patents, Trademarks, Licenses. Although the Registrant owns certain patents,
trademarks and licenses, none is of material importance to its business, with
the exception of the trademark "Mobil Sweeper" owned by the Registrant and used
in connection with its mobil street sweepers.

Seasonality. With respect to sales of products manufactured by the Registrant,
it has been the experience of the Registrant that its heavy shipping period
begins in the spring of the year and continues through the late fall of the
year.

Working Capital. The Registrant generates working capital from operations and
borrowings under a bank line of credit. The Registrant does not generally
provide extended payment terms to its customers; however, the Company may, on
occasion, provide certain customers with alternative payment arrangements.

Customers. In 1997, the Company's largest customer was Nixon-Egli, a dealer
selling to a local government entity. This customer accounted for approximately
26% of the Company's net sales. No other customer accounted for more than 10% of
the Company's net sales.

The Company believes that the loss of any customer that accounts for 10% or more
of the Company's net sales would have a material adverse effect on its business.
As is customary in the industry, the Company does not have a significant amount
of long-term sales agreements with its customers. However, it believes that it
enjoys excellent relationships with its customers. The Company follows customary
industry practices regarding terms of sale; however, the Company does, on
occasion, provide extended payment terms to certain customers.

Backlog. The dollar amount of the backlog of orders believed to be firm as of
December 31, 1997 and December 31, 1996 was approximately $5,682,474 and
$4,675,524 respectively. Mobil street sweepers accounted for 87% and 92%,
respectively, of the backlogs as of such dates. The Registrant expects to
complete all orders related to the December 31, 1997 backlog during the current
year.

Government Contracts. The Registrant has no material contracts with the Federal
Government.

Competition. The Registrant competes in the street sweeper,
force-feed loader and grader markets with a number of other companies which are
larger and have greater financial resources than the Registrant.

To the knowledge of the Registrant, it is one of the largest manufacturers of
four-wheel street sweepers; however, there is substantial competition from other
manufacturers in the functional sweeper market, which includes three-wheel and
vacuum type sweepers.

To the knowledge of the Registrant, it is one of the primary manufacturers of
force-feed loaders. However, front-end loaders, which are manufactured by many
other companies, provide substantial functional competition. The Registrant is
not a significant manufacturer of graders.

-2-
<PAGE>

Research and Development. The Registrant spent approximately $78,000 in 1997,
$110,000 in 1996, and $418,000 in 1995, to improve existing products and to
consider new product lines.

Environment. Compliance with federal, state and local provisions which have been
enacted or adopted regulating the discharge of materials into the environment,
or otherwise relating to the protection of the environment, have had no material
effects upon the capital expenditures, results of operations, and competitive
position of the Registrant. Due to the nature of its business, the Registrant
does not anticipate any material capital expenditures for environmental control
facilities for the next fiscal year.

Employees. As of December 31, 1997, the Registrant employed 263 persons, of
which 176 employees are subject to a collective bargaining agreement. The
Registrant considers its relationship with its employees to be excellent.

Export Sales. Sales to customers in foreign countries approximated $1,356,000 in
1997, $1,355,200 in 1996 and $984,500 in 1995. During 1997, such customers were
located in North America, the Middle East and the Pacific Rim.

Item 2. Properties.

The Registrant owns one manufacturing plant which, in the Registrant's opinion,
is suitable and adequate for the manufacture of its products.

The Registrant's plant is located in Wake Forest, North Carolina. The plant,
which was completed in 1965, is situated on approximately 39 acres, and is of
prestressed concrete construction with steel crane ways and supports. The plant
is believed to be one of the finest heavy duty plants of its type in the
southeastern part of the United States. During 1985, the Company completed an
addition of approximately 29,000 square feet to the assembly area of the plant.
During 1989, the Company completed an additional building as its new paint shop.
This paint shop is 4,800 square feet, and is designed to be environmentally
state-of-the-art. It uses filtered air both in and out of the paint room, and
substantially reduces the possibility of contaminants in the painting process.
During 1995, the Company added a 1,755 square foot Inspection Building. Of the
approximately 206,935 square feet in the plant, approximately 186,415 square
feet is devoted to manufacturing and assembly facilities, and to stockroom,
shipping, and receiving facilities; approximately 16,360 square feet is used for
general and executive offices; and approximately 4,160 square feet is an
engineering department balcony area.

The equipment in the plant includes various boring, drilling and milling
machines, lathes, grinders, punches, shears, press brakes and other presses,
hydraulic testing equipment, saws, machine shop equipment, layout equipment,
heavy duty metal working and robotic welding equipment and appropriately large
material handling cranes.

Item 3. Legal Proceedings.

Certain proceedings are pending against the Company, involving ordinary and
routine claims incidental to the business of the Company. The ultimate legal and
financial liability of the Company with respect to these proceedings cannot be
estimated with certainty. However, the Company believes, based on its
examination of these matters and its experience to date, that the ultimate
disposition of these matters will not materially affect the financial position
or results of operations of the Company.

Item 4. Submission of Matters to a Vote of Security Holders.

No matters were submitted to a vote of shareholders, through the solicitation of
proxies or otherwise, during the fourth quarter of the year ended December 31,
1997.

PART II

Item 5. Market for Registrant's Common Equity and Related Shareholder Matters.

No cash dividends have been paid to shareholders during the last five years.

-3-
<PAGE>

1997 1996 1995
------------ ------------ -------------
Quarter Ended High Low High Low High Low
- ------------- ---- --- ---- --- ---- ---
March 31 4 1/2 4 4 3/4 3 3/4 6 1/8 5 1/2
June 30 4 3/8 4 4 5/8 3 3/4 6 1/4 5 1/2
September 30 4 1/2 4 1/8 4 1/4 3 1/2 6 1/8 4 7/8
December 31 4 1/2 4 1/8 4 3/4 3 7/8 5 1/2 4

The Company's common shares are traded in the over-the-counter market on the
NASDAQ National Market under the symbol "ATPC". The above quotations were
received from the NASDAQ National Market. The number of shareholders of the
Company's common shares as of March 20, 1998 was 438.

On March 17, 1998 the last price of the Company's Common Stock on the NASDAQ
National Market was $4.125 per share.

Item 6. Selected Financial Data.

<TABLE>
<CAPTION>
Years Ended December 31,

Operating Data 1997 1996 1995 1994 1993
- -------------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Net Sales $29,410,863 $30,046,068 $30,424,588 $39,894,940 $32,640,257
----------- ----------- ----------- ----------- -----------
Net Earnings (Loss) (1,969,312) 45,155 2,743 1,388,194 (285,349)
Net Earnings (Loss) Per Share (0.52) 0.01 -- 0.35 (0.08)
Balance Sheet Data
Total Assets $27,664,993 $29,927,231 $29,325,917 $30,422,767 $28,013,857
Long-Term Obligations -- 14,507 57,419 99,431 240,156
----------- ----------- ----------- ----------- -----------
</TABLE>

Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations.

RESULTS OF OPERATIONS

Significant Events Affecting 1997 to 1996 Comparability

The comparability of statement of operations data has been affected by the
following significant items that occurred in 1997 and 1996.

o In September, 1996, the Company incurred substantial damage to its
manufacturing facility as a result of Hurricane Fran. The Company settled with
its insurance carrier for $664,380. As a result of the settlement, the Company
recognized a pretax gain on the involuntary conversion of damaged assets of
$434,683. Approximately $406,600 of the gain had a favorable impact on the cost
of goods sold, approximately $12,740 of the gain had a favorable impact on
selling, administrative and engineering expenses and the remaining $15,343
was included in other income. The effect was an increase in 1996 net earnings
after tax of $286,891 or $.07 per share.

o In late 1996, the Company's Board of Directors adopted a resolution to
terminate the Company's two defined benefit pension plans and replace them with
a 401(k) plan which took effect January 1, 1997. Under the provisions of
Statement of Financial Accounting Standards No. 88, "Employers' Accounting for
Settlements and Curtailments of Defined Benefit Pension Plans and for
Termination Benefits", the Company recognized a pretax curtailment gain of
$1,016,651 in the fourth quarter of 1996 due to benefit freezes. Approximately
$770,160 of this amount resulted in a reduction in cost of goods sold, and
approximately $246,491 of this amount resulted in a reduction in selling,
administrative and engineering expenses. The effect was an increase in 1996 net
earnings after tax of $670,990 or $.17 per share.

o In June, 1997, the Company recognized pretax net periodic pension income
under FASB No. 88 of $1,308,200 on the reversion of assets due to the
termination of the pension plan. Approximately $565,227 of this amount
resulted in a reduction in cost of goods sold and approximately $742,973 of
this amount resulted in a reduction in selling, administrative and
engineering expenses. However, this favorable impact on selling, administrative
and engineering expenses was offset by a $369,044 increase in excise

-4-
<PAGE>

tax expense associated with the termination of the pension plan. The effect was
a decrease in 1997 net loss after tax of $619,843 or $.16 per share.

o During 1996, as a continuation of its restructuring plan, the Company incurred
approximately $553,701 of additional charges. Approximately $326,294 of this
amount related to the disposal and write-down to net realizable values of
certain assets. Approximately $227,407 of this amount was primarily attributable
to the additional expenses which were incurred during 1996 relating to the
closure of operations of the manufacturing facility in Sioux Falls, South
Dakota. The effect of these expenditures was a decrease in 1996 net earnings
after tax of $365,443 or $.09 per share.

o In February, 1996, the Company sold its South Dakota land, building and
certain inventory and manufacturing equipment. The statement of operations for
1996 included in other income a pretax gain of $234,355 in connection with this
sale. The remaining inventory and equipment were transferred to the Company's
Wake Forest, North Carolina manufacturing plant. The effect of this gain was
an increase in 1996 net earnings after tax of $154,674 or $.04 per share.

o In December, 1996, the Company sold its Kolman Aggregate Product Line
consisting of vibrating screens, pugmills, ash blenders and conveyors. The sale
resulted in an inventory loss of approximately $306,943 which was included in
the cost of goods sold. This sale reduced 1996 net earnings after tax by
$202,582, or $ .05 per share. As part of the sale, the Company sold its Kolman
trademark for the stated book value of $200,000. The remaining product lines
previously manufactured in Sioux Falls, South Dakota, consisting of the
Force-Feed Loader, Maintenance Master and Composter continue to be manufactured
by the Company.

1997 Compared with 1996

The Company's net sales were $29,410,863 in 1997, a 2.1% or $635,205 decrease
from the $30,046,068 recorded in 1996. The sales decline reflects a 8.5%
decrease in the number of units shipped during the period as compared to the
prior year. Most of the decline in sweeper shipments occurred during the first
six months of 1997. This volume decline was partially offset by a change in
product mix, slightly higher average unit selling prices and a 9.6% increase in
replacement parts sales.

The decline in sweeper sales was attributable to several factors, including the
severe winter weather followed by floods affecting the Company's dealers located
in the upper Midwest markets. In addition, a newly enacted tire tread weight law
in the state of Washington disqualified the Company from submitting bids for
four-wheel sweeper orders. The Company also continues to experience competitive
pricing pressures in certain product lines.

The cost of goods sold as a percentage of net sales increased from 81.5% in 1996
to 85.5% in 1997. The cost of goods sold was favorably impacted in the second
quarter of 1997 by the $565,227 net periodic pension income relating to the
termination of the pension plan. This favorable impact was reduced by a charge
to cost of goods sold of approximately $1,525,000 relating to various
inventory adjustments. Approximately $1,103,000 of this amount was
attributable to adjustments in connection with the physical inventory,
approximately $262,000 related to the scrapping of obsolete inventory and
approximately $160,000 related to an increase in the reserve for inventory
obsolescence.

The 1996 cost of goods sold was favorably impacted by the $770,160 curtailment
gain relating to the pension plans and the $406,600 insurance settlement. This
favorable impact was reduced by an inventory loss of approximately $306,943 in
connection with the sale of the Kolman Aggregate Product Line. The cost of goods
sold in 1996 included approximately $326,294 in expenditures associated with the
disposal and write-down to net realizable values of certain assets. Excluding
these items, cost of goods sold would have decreased to $24,188,444 or 82.2% of
net sales in 1997 from $25,027,414 or 83.3% of net sales in 1996.

Cost of goods sold in 1996 was adversely impacted due to manufacturing
inefficiencies in the first half of 1996 resulting from the introduction
of the new regenerative air sweeper and M9D mobil street sweeper product lines
and commencement of the production of certain products in the Company's
Wake Forest, North Carolina facility that were transferred from the former
South Dakota facility.

-5-
<PAGE>

The cost of goods sold in 1997 was adversely impacted by manufacturing
inefficiencies during the first half of 1997, stemming from a substantially
lower volume of units, the shortage of certain parts and plant renovations which
impaired normal operating conditions. In addition, significant indirect labor
charges were incurred to conduct the yearly physical inventory on a
substantially higher level of inventory.

The Company's selling, administrative and engineering expenses increased from
19.4% to 21.9% of net sales, while in dollar terms increased $607,798 to
$6,429,093 in 1997. Selling, administrative and engineering expenses were
favorably impacted in 1997 by the $742,973 net periodic pension income relating
to the pension plan. However, this favorable impact was offset by a $369,044
increase in excise tax expense associated with the termination of the
pension plan and approximately $406,000 increase in warranty reserves for
the year ended 1997 related to charges for future field service campaigns.
Selling, administrative and engineering expenses in 1996 were favorably
impacted by the $246,491 curtailment gain relating to the pension plans
and the $12,740 insurance settlement. Approximately $227,407 of additional
expenses were incurred during 1996 relating to the closure of the operations of
the manufacturing facility in Sioux Falls, South Dakota.

Excluding these items, selling, administrative and engineering expenses
increased from $5,853,059 in 1996 to $6,396,962 in 1997, representing 19.5% and
21.8% of net sales, respectively.

Excluding the unusual items discussed above, the primary reason for the
$543,903 increase in selling, administrative and engineering expenses to
$6,396,962 in 1997 was an increase in the Company's warranty expense due to
unfavorable claims experience and settlement of an outstanding litigation
issue. In addition, the Company continued to expand its domestic and
international marketing initiatives and increase its engineering and field
service staff. As a result, travel expenditures, salaries and related employee
benefits were higher. These increases were partially offset by lower insurance
premiums and a $150,000 reduction in the Company's bad debt reserve.

Other income for 1997 was $38,109 as compared to $470,696 in 1996. Included in
other income for 1996 was $234,355 which represents the gain from the Company's
sale in February, 1996 of its South Dakota land, building and certain related
inventory and manufacturing equipment. Also included in other income is $15,343
from the insurance settlement.

The Company also received $85,343 in 1996 representing a prorata distribution of
reorganization proceeds in a bankruptcy case in which the Company was a
creditor. Interest income declined from $90,802 in 1996 to $13,719 in 1997
reflecting the decrease in the Company's average investment portfolio of cash
and cash equivalents.

Other expenses were $114,907 for 1997 as compared to the $29,546 recorded in
1996. Interest expense increased from $11,445 in 1996 to $107,599 in 1997
reflecting the Company's higher inventory levels. Higher inventory levels are
partially attributable to an increase in the Company's field equipment
demonstration fleet.

The 12.2% income tax benefit rate for 1997 includes an increase in the Company's
valuation reserve allowance of $436,000 against recorded deferred tax assets.
The effective income tax expense rate was 75.2% in 1996 which reflects an
increase in the Company's valuation reserve allowance of $43,000 against
recorded deferred tax assets and a $53,611 adjustment resulting from a tax
examination related to prior years.

The net loss for 1997 was $1,969,312 or $0.52 per share as compared to net
earnings of $45,155 or $0.01 per share for 1996.

----------

Organizational Restructuring Affecting 1996 to 1995 Comparability

The comparability of statement of operations data has been affected by the
following significant items that occurred in 1995.

o During 1995, plans were developed to significantly reduce the Company's cost
structure and to improve productivity. This restructuring program involved
reductions in the number of employees, consolidation of manufacturing
facilities, and disposition of assets that were no longer productive. The
Company also phased-out the manufacture of nonstrategic product lines, including
Trailers, Track Assemblies and Refuse Collection Products.

The restructuring plan is expected to enable the Company to improve its
competitive position in its core business, reduce costs, increase efficiency and
improve profitability. The statement of

-6-

<PAGE>

operations for 1995 included approximately $1,135,000 of pretax
charges relating to the restructuring plan. Approximately $119,000 of
this amount related to severance and associated benefits for staff
reductions, approximately $452,000 of this amount related to the
disposal and write-down to net realizable values of certain assets,
and approximately $564,000 of this amount related to the streamlining
of operations and administrative functions and the closing of the
production facility in Sioux Falls, South Dakota.

Approximately $1,013,100 of the pretax charges resulted in an increase in cost
of goods sold, approximately $101,200 of this amount resulted in an increase in
selling, administrative and engineering expenses and the remaining $20,700 was
included in other expenses. The effect of these expenditures was a decrease in
1995 net earnings after tax of $749,100 or $.19 per common share.

1996 Compared with 1995

Net sales in 1996 declined $378,520 or 1.2% to $30,046,068. The Company
experienced a $2,707,760 reduction in sales volume primarily attributable to the
Company's phasing out the manufacture of certain product lines and the transfer
of product lines from the Company's South Dakota facility to its Wake Forest,
North Carolina plant. The Company also experienced a decline in replacement part
sales during this period. These sales declines were partially offset by an 8.0%
increase in the number of sweepers shipped and slightly higher average unit
selling prices.

Cost of goods sold as a percentage of net sales remained relatively unchanged,
increasing slightly from 81.4% in 1995 to 81.5% in 1996. The cost of goods sold
was favorably impacted by the $770,160 curtailment gain relating to the pension
plans and the $406,600 insurance settlement. This favorable impact was reduced
by an inventory loss of approximately $306,943 in connection with the sale of
the Kolman Aggregate Product Line. Cost of goods sold in 1996 also reflected
approximately $326,294 in expenditures associated with the disposal and
write-down to net realizable values of certain assets.

Cost of goods sold in 1995 included approximately $1,013,100 of pretax charges
relating to the restructuring plan. Approximately $67,100 of this amount related
to severance and associated benefits for staff reductions, approximately
$430,900 of this amount related to the disposal and write-down to net realizable
values of certain assets, and approximately $515,100 of this amount related to
the streamlining of operations and administrative functions and the closing of
the production facility in Sioux Falls, South Dakota. Excluding these items,
cost of goods sold would have increased from $23,764,457 in 1995 to $25,027,414
in 1996, representing 78.1% and 83.3% of net sales, respectively.

The increase in the cost of goods sold in 1996 was primarily due to
manufacturing inefficiencies resulting from the introduction of a new
regenerative air sweeper and M-9D Mobil Street Sweeper product lines and
commencement of the production of certain products in the Company's Wake Forest,
North Carolina facility that were transferred from the former South Dakota
facility.

The Company's selling, administrative and engineering expenses decreased from
$6,061,601 in 1995 to $5,821,235 in 1996, representing 19.9% and 19.4% of net
sales, respectively. Selling, administrative and engineering expenses were
favorably impacted by the $246,491 curtailment gain relating to the pension
plans and the $12,740 insurance settlement. Approximately $227,407 of additional
expenses were incurred during 1996 relating to the closure of operations of the
manufacturing facility in Sioux Falls, South Dakota. Approximately $101,200 of
expenses incurred during 1995 related to the restructuring and streamlining of
administrative functions. Excluding these items, selling, administrative and
engineering expenses would have decreased from $5,960,401 in 1995 to $5,853,059
in 1996, representing 19.6% and 19.5% of net sales, respectively.

By comparison to 1995, selling, administrative and engineering expenses in 1996
included higher warranty expenses due to increases in the number of sweeper
shipments during the year and increases in extended service warranty plan
reserves. In addition, the Company expanded its domestic and international
marketing initiatives and increased its sales and field service personnel. As a
result, salaries, related employee benefits and travel expenditures were higher
in 1996. These increases were partially offset by lower research and
development costs resulting from the Company's phase-out of the manufacture
of nonstrategic product lines.

-7-
<PAGE>

Other income in 1996 was $470,696 as compared to $350,591 in 1995. Included in
other income was $234,355 which represents the gain from the Company's sale in
February, 1996 of its South Dakota land, building and certain related inventory
and manufacturing equipment. Also included in other income is $15,343 from the
insurance settlement.

The Company also received $85,343 in 1996 representing a prorata distribution of
reorganization proceeds in a bankruptcy case in which the Company was a
creditor. Interest income declined from $286,405 in 1995 to $90,802 in 1996 due
primarily to lower average rates of return realized on the Company's investment
portfolio. In addition, the Company experienced a decrease in the average
investment portfolio of cash and cash equivalents, reflecting in part the
Company's extended terms on certain accounts receivable and higher inventory
levels.

The effective income tax expense rate was 75.2% in 1996 which reflects an
increase in the Company's valuation reserve allowance of $43,000 against
recorded deferred tax assets and a $53,611 adjustment resulting from a tax
examination related to prior years. The 102.7% income tax benefit rate for 1995
includes a 13.6% research and development credit and a 35.6% credit from the
reduction in the valuation allowance.

Net earnings after tax for 1996 was $45,155 or $.01 per share, as compared to
$2,743 for 1995.

Effects of Inflation

The Company attempts to minimize the impact of inflation on production and
operating costs through cost control programs and productivity improvements.
Over the past three years, the rate of inflation has not had a significant
impact on the Company's operations. Prices paid for raw materials and other
manufacturing inputs have remained fairly stable throughout this period. On a
longer-term basis, the Company has demonstrated an ability to adjust the selling
prices of its products in reaction to changing costs.

Year 2000 Issue

The Year 2000 Issue stems from the fact that many existing computer programs use
only two digits to identify a year in the date field. These programs were
designed and developed without considering the impact of the upcoming change in
the century. If not corrected, many computer applications could fail or create
erroneous results by or at the year 2000. Given the dependence by most
businesses on computer systems and the interdependence of companies, suppliers
and customers, it is likely that most companies are affected by the Year 2000
Issue.

The Company is planning to initiate a comprehensive review of its computer
systems to identify the systems that could be affected by the Year 2000 Issue,
and will develop an implementation plan to resolve this issue. The Company is
dependent on computer processing in the conduct of its business activities.

Because the Company has not completed its review of the computer systems,
management is unable to estimate the cost of making its systems Year 2000
compliant.

Liquidity and Capital Resources

At December 31, 1997 the Company had working capital of $18,208,520; the ratio
of current assets to current liabilities was 5.4 to 1; and the debt to equity
ratio was .20 to 1.

This compares to working capital of $20,535,588; a ratio of current assets to
current liabilities of 5.8 to 1; and a debt to equity ratio of .19 to 1 at
December 31, 1996.

At December 31, 1997, cash and cash equivalents were $6,880, as compared to
$6,984 at December 31, 1996. During the course of the year, the Company
experienced a significantly higher level of usage of its line of credit in order
to finance a higher level of inventory.

Other than utilizing the available line of credit as needed, the Company does
not presently plan to borrow long-term funds or sell securities.

Cash flow from operating activities improved in 1997 primarily due to a
$1,586,593 reduction in accounts receivable. This decrease was primarily due to
the fact that approximately $1,800,000 of outstanding accounts receivable on
December 31, 1996 were due from customers granted extended credit terms. In
addition, the Company experienced a $841,023 reduction in inventories which was
offset by a corresponding $1,056,461 reduction in accounts payable.

-8-

<PAGE>

As part of its authorized stock repurchase program, the Company used $237,744
and $486,252 for financing activities to repurchase its common stock in 1997 and
1996, respectively.

Capital expenditures were $606,259 in 1997 as compared to $483,592 in 1996 and
were primarily used to further upgrade the Company's management information
system and machinery and equipment.

The Company expects capital expenditures in 1998 to approximate $500,000. In
1998, the Company expects to continue its capital expenditure program by
improving or expanding existing facilities and upgrading equipment. The timing
of capital expenditures is anticipated to coincide generally with its operating
cash flow.

At December 31, 1997, the Company had available an unsecured line of credit of
$5,000,000. The Company believes that existing working capital, cash flow from
future operations, and the available bank line of credit provide adequate
resources to finance the cash requirements of future capital expenditures.

Item 8. Financial Statements and Supplementary Data.

See Financial Statements and Financial Statement Schedules Index commencing on
page F-1 hereof.

Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.

None.

PART III

Item 10. Directors and Executive Officers of the Registrant.

The following table sets forth the name, principal occupation, age, length of
service and ownership of Common Shares (defined as the Common Stock of the
Company, par value $2 per share) of the Company (by number of shares and as a
percentage of the total outstanding) of each of the Company's current executive
officers and directors as a group.

<TABLE>
<CAPTION>
Common Shares
Beneficially
Director Owned as of Percent
Name and Principal Occupation (1) Age Since March 17, 1998(2) of Class
--------------------------------- --- ----- ----------------- --------
<S> <C> <C> <C> <C>
John F. McCullough(3)...................... 72 1975 1,597,726 41.99%
Chairman of
Orton/McCullough Crane Company, Inc.
Oak Brook, Illinois

Martin W. McCullough....................... 40 1985 12,632 0.33%
President
Orton/McCullough Crane Company, Inc.
Huntington, Indiana

Richard A. Rosenthal....................... 65 1977 5,691 0.15%
Retired Director of Athletics
University of Notre Dame
South Bend, Indiana

John P. Kelly.............................. 44 1997 100 --
Partner
Mountcastle, Kelly and Dyer, P.C.
Wheaton, Illinois

James H. Stumpo............................ 59 1995 2,000 0.05%
President and Chief Executive Officer
of the Company

Franz M. Ahting............................ 50 1995 2,000 0.05%
Vice President Finance
Chief Financial Officer
Treasurer and Secretary
of the Company

Executive officers and directors as
a group (6 persons)...................... 1,620,149 42.57%
</TABLE>

-9-

<PAGE>

- ----------
(1) Each executive officer's and director's principal occupation and employment
for the last five years has been as listed above, except for Mr. John F.
McCullough, Mr. Martin W. McCullough, Mr. James H. Stumpo and Mr. Franz M.
Ahting. From May 1992 to May 1995 Mr. Stumpo served as Vice President
Finance with Benton Harbor Engineering, Benton Harbor, Michigan. In May
1995 Mr. Stumpo was elected President and Chief Executive Officer and
Director of the Company. From 1988 to 1990, Mr. Ahting served as Assistant
Treasurer for Carolina Steel Corporation, Greensboro, North Carolina. From
1991 until joining Athey as Controller in November, 1993, he practiced
public accounting in Greensboro, North Carolina. In May, 1994, Mr. Ahting
became Treasurer and Assistant Secretary of the Company. In May, 1995 Mr.
Ahting was elected Vice President Finance, Chief Financial Officer and
Director of the Company. In May 1996, Mr. Ahting was elected Corporate
Secretary of the Company. For the five years prior to May, 1997, Mr. John
F. McCullough was Chairman and President, and Mr. Martin W. McCullough was
Vice President and General Manager of Orton/McCullough Crane Company, Inc.
In May, 1997 Mr. Martin W. McCullough became President of Orton/McCullough
Crane Company, Inc. and Mr. John F. McCullough continued as the Chairman.
Mr. Richard A. Rosenthal is a director of the following companies: Advanced
Drainage Systems, Inc., Columbus, Ohio; Beck Corporation, Elkhart, Indiana;
CID Equity Partners, Indianapolis, Indiana; LaCrosse Footwear, Inc.,
LaCrosse, Wisconsin; RFE Investment Partners, New Canaan, Connecticut; St.
Joseph Capital Corporation, Mishawaka, Indiana.

(2) Except as otherwise noted, the persons named in the table have sole voting
and investment power with respect to all shares shown as beneficially owned
by them.

(3) Common Shares shown as owned by Mr. John F. McCullough are owned of record
by Orton/ McCullough Crane Company, Inc., of which Mr. John F. McCullough
is an officer and principal shareholder (see "Security Ownership of Certain
Beneficial Owners and Management" (Item 12) below. Mr. McCullough disclaims
beneficial ownership of such shares.

John F. McCullough is the father of Martin W. McCullough and father-in-law
of John P. Kelly.

Section 16(a) Beneficial Ownership Reporting Compliance

Management of the Company has the understanding that none of its officers,
directors and persons holding more than 10% of the Company's Common Shares has
failed to file required reports of their ownership of the Company's Common
Shares and any changes in that ownership with the U.S. Securities and Exchange
Commission. In making this statement, the Company has relied on the written
representations of its officers, directors and holders of more than 10% of its
common stock and copies of the reports that they have filed with the Commission.

Item 11. Executive Compensation.

Summary Compensation Table

The following table sets forth the aggregate compensation paid by the Company
for services rendered in all capacities to the Company during the Company's last
three fiscal years to all those individuals serving the Company as CEO during
1997. No other executive officer of the Company was paid compensation for 1997
in excess of $100,000.

Annual Compensation
----------------------- Other Annual
Name and Salary Bonus Compensation
Principal Positions Year $ $ $
------------------- ---- ------- ----- ------------
James H. Stumpo
President, CEO and Director 1997 100,417 -- 22,496 (1)
1996 100,000 -- 38,101 (2)
1995 65,257 -- 11,740 (2)
- ----------
(1) Payments included in this amount for the fiscal year ended December 31,
1997 consist of:

(a) Company contributions of $2,175 to the Athey Products Corporation
Employees 401(k) Plan (the "401(k) Plan"), which is a defined
contribution salary reduction 401(k) Plan qualified under Section
401(a) of the Internal Revenue Code of 1986, as amended.

(b) Company contributions of $20,321 to the 401(k) Plan from the
distribution of excess plan assets stemming from the termination of
the Company's non-contributing defined benefit pension plan.

(2) Mr. James H. Stumpo received $38,101 and $11,740 representing relocation
expenses in 1996 and 1995, respectively.

-10-

<PAGE>

Director Compensation

Directors who are employees of the Company do not receive fees for attendance at
director's meetings. Mr. John F. McCullough is paid $100,000 annually for
serving as Chairman of the Board of Directors. Directors who are not employees
of the Company are paid $18,000 a year for serving as directors. No other
remuneration was paid as director's fees. No directors were paid additional
compensation for committee participation or special assignments. Directors are
reimbursed for their out-of-pocket expenses incurred in attending meetings of
directors or shareholders.

Item 12. Security Ownership of Certain Beneficial Owners and Management.

The following table sets forth information as of March 17, 1998 regarding each
person who was known by the Company to own beneficially more than 5% of the
outstanding Common Shares of the Company:

Amount and
Nature of
Beneficial
Ownership
Name and Address of of Common Percent
Beneficial Owner Shares (3) of Class
---------------- ---------- --------
Orton/McCullough Crane Company, Inc. (1).............. 1,597,726 41.99%
1244 East Market Street
Huntington, Indiana 46750

David L. Babson & Company, Inc........................ 432,110 11.35%
One Memorial Drive
Cambridge, Massachusetts 02142-1300

Isometrics, Inc. (2).................................. 204,472 5.37%
1266 North Scales Street
Post Office Box 660
Reidsville, North Carolina 27320
- ----------
(1) Mr. John F. McCullough, an officer and principal shareholder of
Orton/McCullough Crane Company, Inc., may be deemed to share beneficial
ownership of the shares shown as beneficially owned by Orton/McCullough
Crane Company, Inc.. Mr. McCullough disclaims beneficial ownership of such
shares.

(2) Mr. Dennis M. Bracy, the president, director and majority shareholder, with
approximately 98% of the outstanding common shares of Isometrics, Inc., may
be deemed to share beneficial ownership of the shares shown as beneficially
owned by Isometrics, Inc.

(3) Shares shown as owned by Orton/McCullough Crane Company, Inc., David L.
Babson & Company, Inc. and Isometrics, Inc. are as reported on the latest
Schedule 13D or 13G filings by such entities, respectively.

The Common Shares are the only class of outstanding voting securities of the
Company. Also, as of March 17, 1998, all executive officers and directors of the
Company owned of record and beneficially, 1,620,149 Common Shares, or
approximately 42.57% of the outstanding Common Shares, including the shares of
Orton/McCullough Crane Company, Inc. shown above.

See "Directors and Executive Officers of the Registrant" (Item 10) above for
information concerning beneficial ownership of the Company's voting securities
by management.

-11-

<PAGE>

Item 13. Certain Relationships and Related Transactions.

See Directors and Executive Officers of the Registrant (Item 10) and Security
Ownership of Certain Beneficial Owners and Management (Item 12) for a discussion
of Mr. J. McCullough's relationship with the Company.

PART IV

Item 14. Exhibits, Financial Statements, Schedules and Reports on Form 8-K.

Item 14(a)(1). Financial Statements.

See Financial Statements and Financial Statement Schedules Index commencing on
Page F-1.

Item 14(a)(2). Financial Statement Schedules.

See Financial Statements and Financial Statement Schedules Index commencing on
Page F-1.

Item 14(b). Reports on Form 8-K.

None.

Item 14(c). Exhibits.

Exhibit
Number Description
------ -----------
*3.1 Articles of Incorporation of the Registrant (Incorporated by
reference to Exhibit 3 to the Registrant's 1980 Form 10-K, File
No. 1-2723).

*3.2 By-Laws of the Registrant (Incorporated by reference to Exhibit 3
to the Registrant's 1980 Form 10-K, File No. 1-2723).

*4.1 Specimen certificate of Common Stock of the Registrant
(Incorporated by reference to Exhibit 7 to the Registrant's 1970
Form 10-K File No. 1-2723).

21.1 Subsidiaries of the Registrant.

27.1 Financial Data Schedule.
- ----------
* Certain of the exhibits in this Annual Report on Form 10-K are indicated by
an asterisk, and hereby incorporated by reference to other documents on
file with the Commission with which they are physically filed, to be part
hereof, as of their respective dates.

-12-
<PAGE>

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, Registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.

ATHEY PRODUCTS CORPORATION
(Registrant)

By: /s/ James H. Stumpo
-------------------
James H. Stumpo
President and Chief Executive Officer

By: /s/ Franz M. Ahting
-------------------
Franz M. Ahting
Vice President Finance and Chief Financial Officer

Date: March 30, 1998.

Pursuant to the requirements of the Securities and Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.

/s/ John F. McCullough /s/ Martin W. McCullough
------------------ --------------------
John F. McCullough, Martin W. McCullough, Director
Chairman of the Board of Directors March 30, 1998
March 30, 1998

/s/ John P. Kelly /s/ Richard A. Rosenthal
------------- --------------------
John P. Kelly, Director Richard A. Rosenthal, Director

March 30, 1998 March 30, 1998

/s/ James H. Stumpo /s/ Franz M. Ahting
--------------- ---------------
James H. Stumpo, Director Franz M. Ahting , Director

March 30, 1998 March 30, 1998

-13-
<PAGE>

INDEX TO FINANCIAL STATEMENTS
AND
FINANCIAL STATEMENTS SCHEDULES

Independent Auditor's Report.................................................F-2

Balance Sheets at December 31, 1997 and 1996.................................F-3

Statements of Operations for the years ended
December 31, 1997, 1996 and 1995...........................................F-4

Statements of Shareholders' Equity for the years ended
December 31, 1997, 1996 and 1995...........................................F-4

Statements of Cash Flows for the years ended
December 31, 1997, 1996 and 1995...........................................F-5

Notes to Financial Statements.........................................F-6 to F-9

Financial Statements Schedules:
Subsidiaries of the Registrant............................................F-10
Schedule II - Valuation and Qualifying Accounts...........................F-11

-F-1-
<PAGE>

INDEPENDENT AUDITOR'S REPORT

Board of Directors and Shareholders
Athey Products Corporation
Wake Forest, North Carolina

We have audited the accompanying balance sheets of Athey Products Corporation as
of December 31, 1997 and 1996, and the related statements of operations,
shareholders' equity and cash flows for each of the years in the three-year
period ended December 31, 1997. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Athey Products Corporation as
of December 31, 1997, and 1996, and the results of its operations and its cash
flows for each of the years in the three-year period ended December 31, 1997, in
conformity with generally accepted accounting principles.

/s/ McGladrey & Pullen, LLP

Raleigh, North Carolina
March 20, 1998

-F-2-
<PAGE>

<TABLE>
<CAPTION>
BALANCE SHEETS

December 31, 1997 December 31, 1996
----------------- -----------------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 6,880 $ 6,984
Accounts receivable (less allowances for doubtful accounts
of $200,000 and $350,000 for 1997 and 1996, respectively)
(Note 2) 2,865,872 3,738,103
Insurance settlement receivable (Note 3) -- 564,380
Inventories (Note 4) 18,108,545 18,949,568
Prepaid expenses (Note 9) 357,828 723,535
Refundable income taxes 749,045 544,457
Deferred income taxes (Note 7) 227,072 331,000
------------ ------------
Total current assets 22,315,242 24,858,027
------------ ------------
OTHER ASSETS:
Marketable securities (Note 8) 1,681,224 1,450,650
Other 26,586 115,223
------------ ------------
Total other assets 1,707,810 1,565,873
------------ ------------
PROPERTY, PLANT AND EQUIPMENT:
Land and land improvements 47,785 47,785
Buildings 3,777,922 3,574,941
Machinery and equipment (Note 6) 5,606,727 5,270,958
------------ ------------
9,432,434 8,893,684
------------ ------------
Less accumulated depreciation (5,790,493) (5,390,353)
------------ ------------
Total property, plant and equipment, net 3,641,941 3,503,331
------------ ------------
$ 27,664,993 $ 29,927,231
============ ============

LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Excess of outstanding checks over bank balance $ 949,800 $ 376,303
Current portion of obligations under capital lease (Note 6) 14,507 42,912
Accounts payable 1,518,743 2,575,204
Employee compensation and amounts withheld 217,755 357,641
Other accrued expenses 129,917 280,379
Warranty reserve (Note 15) 1,276,000 690,000
------------ ------------
Total current liabilities 4,106,722 4,322,439
------------ ------------
NONCURRENT LIABILITIES:
Obligations under capital lease (Note 6) -- 14,507
Deferred income taxes (Note 7) 476,904 454,040
------------ ------------
Total noncurrent liabilities 476,904 468,547
------------ ------------
SHAREHOLDERS' EQUITY (Note 11):
Common stock, par value $2 per share:
Authorized 10,000,000 shares;
Issued 4,020,459 shares 8,040,918 8,040,918
Additional paid-in capital 16,218,394 16,218,394
Retained earnings (deficit) (734,798) 1,234,514
Unrealized gain on marketable securities
available-for-sale, net of related tax effect (Note 8) 485,411 333,233
Less cost of 214,851 and 158,751 common shares
in treasury for 1997 and 1996, respectively (Note 11) (928,558) (690,814)
------------ ------------
Total shareholders' equity 23,081,367 25,136,245
------------ ------------
$ 27,664,993 $ 29,927,231
============ ============
</TABLE>

See notes to financial statements.

-F-3-
<PAGE>

STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
Years Ended December 31,
--------------------------------------------------
1997 1996 1995
------------ ------------ ------------
<S> <C> <C> <C> <C>
NET SALES (Note 2) $ 29,410,863 $ 30,046,068 $ 30,424,588
Cost of goods sold (Notes 3, 13 and 14) 25,148,167 24,483,891 24,777,557
------------ ------------ ------------
Gross profit 4,262,696 5,562,177 5,647,031

Selling, administrative and
engineering expenses (Notes 9, 10 and 13) 6,429,033 5,821,235 6,061,601
------------ ------------ ------------
Loss from operations (2,166,337) (259,058) (414,570)

Other income 38,109 470,696 350,591
Other expenses (Note 5) (114,907) (29,546) (37,282)
------------ ------------ ------------
Earnings (loss) before income taxes (2,243,135) 182,092 (101,261)

Income tax expense (benefit) (Note 7) (273,823) 136,937 (104,004)
------------ ------------ ------------

NET EARNINGS (LOSS) $ (1,969,312) $ 45,155 $ 2,743
============ ============ ============

NET EARNINGS (LOSS) PER SHARE $ (0.52) $ 0.01 $ --
============ ============ ============

WEIGHTED AVERAGE SHARES
OUTSTANDING 3,808,159 3,956,135 3,973,459
============ ============ ============
</TABLE>

STATEMENTS OF SHAREHOLDERS' EQUITY

<TABLE>
<CAPTION>
Unrealized
Gain/(Loss)
Common Stock Additional Retained Treasury Stock on
------------------------- Paid-In Earnings --------------------- Marketable
Shares Par Value Capital (Deficits) Shares Cost Securities
--------- ---------- ----------- ---------- ------ --------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE, January 1, 1995 4,020,459 $8,040,918 $16,218,394 $1,186,616 47,000 $(204,562) $ 31,207
Unrealized loss on marketable
securities (Note 8) -- -- -- -- -- -- (27,446)
Net earnings for 1995 -- -- -- 2,743 -- -- --
--------- ---------- ----------- ---------- ------- --------- --------
BALANCE, December 31, 1995 4,020,459 8,040,918 16,218,394 1,189,359 47,000 (204,562) 3,761
Unrealized gain on marketable
securities (Note 8) -- -- -- -- -- -- 329,472
Purchase of common stock
for treasury (Note 11) -- -- -- -- 111,751 (486,252) --
Net earnings for 1996 -- -- -- 45,155 -- -- --
--------- ---------- ----------- ---------- ------- --------- --------
BALANCE, December 31, 1996 4,020,459 8,040,918 16,218,394 1,234,514 158,751 (690,814) 333,233
Unrealized gain on marketable
securities (Note 8) -- -- -- -- -- -- 152,178
Purchase of common stock
for treasury (Note 11) -- -- -- -- 56,100 (237,744) --
Net loss for 1997 -- -- -- (1,969,312) -- -- --
--------- ---------- ----------- ---------- ------- --------- --------
BALANCE, December 31, 1997 4,020,459 $8,040,918 $16,218,394 $(734,798) 214,851 $(928,558) $485,411
========= ========== =========== ========= ======= ========= ========
</TABLE>

See notes to financial statements.

-F-4-
<PAGE>

STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
Years Ended December 31,
--------------------------------------------
1997 1996 1995
------------ ------------ ------------
<S> <C> <C> <C>
OPERATING ACTIVITIES:
Net earnings (loss) $ (1,969,312) $ 45,155 $ 2,743
Adjustments to reconcile net earnings (loss)
to net cash provided by (used in) operating activities:
Depreciation and amortization 461,573 420,580 495,135
Provision for doubtful accounts (149,982) 50,000 53,244
Provision for deferred income taxes 48,397 322,912 210,564
(Gain) loss on sale of equipment 1,512 (249,215) 22,276
Changes in operating assets and liabilities:
Accounts receivable 1,586,593 (1,983,376) 4,056,496
Inventories 841,023 (1,927,367) (2,266,279)
Prepaid expenses 365,706 (544,481) 26,861
Refundable income taxes (204,588) (12,940) (531,517)
Other assets 88,637 (90,865) 2,295
Accounts payable (1,056,461) 684,339 (522,019)
Employee compensation and amounts withheld (139,886) (86,475) (191,539)
Other accrued expenses (150,462) (263,256) (88,389)
Warranty reserves 586,000 54,500 (144,500)
Income taxes payable -- -- (113,500)
------------ ------------ ------------
Net cash provided by (used in) operating activities 308,750 (3,580,489) 1,011,871
------------ ------------ ------------
INVESTING ACTIVITIES:
Purchase of plant and equipment (606,259) (483,592) (445,149)
Proceeds from disposal of assets 4,564 950,938 450
Proceeds from sale of goodwill -- 200,000 --
------------ ------------ ------------
Net cash provided by (used in) investing activities (601,695) 667,346 (444,699)
------------ ------------ ------------
FINANCING ACTIVITIES:
Proceeds from line of credit 14,692,000 -- --
Repayment of line of credit (14,692,000) -- --
Excess of outstanding checks over bank balance 573,497 376,303 --
Principal paid on obligations under capital lease (42,912) (42,012) (41,130)
Principal paid on debt -- -- (99,595)
Purchase of common stock for treasury (237,744) (486,252) --
------------ ------------ ------------
Net cash provided by (used in) financing activities 292,841 (151,961) (140,725)
------------ ------------ ------------
NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS (104) (3,065,104) 426,447

CASH AND CASH EQUIVALENTS,
BEGINNING OF PERIOD 6,984 3,072,088 2,645,641
------------ ------------ ------------
CASH AND CASH EQUIVALENTS,
END OF PERIOD $ 6,880 $ 6,984 $ 3,072,088
============ ============ ============
SUPPLEMENTAL CASH FLOW DISCLOSURES:
Income taxes paid (recoveries) $ (117,632) $ (173,035) $ 329,680
============ ============ ============
Interest paid $ 107,599 $ 11,445 $ 7,761
============ ============ ============
</TABLE>

See notes to financial statements.

-F-5-
<PAGE>

NOTES TO FINANCIAL STATEMENTS

1. Nature of Operations and Summary of Significant Accounting Policies

Nature of Operations-- Athey Products Corporation is a manufacturer whose
principal products are mobil street sweepers and force-feed loaders. The Company
also manufactures other equipment and replacement parts. The primary users of
the Company's products are contractors, municipalities, and other governmental
agencies. Significantly all of the Company's sales are throughout the United
States.

Significant Accounting Policies - The significant accounting policies of the
Company are summarized below:

a. Statements of Cash Flows - For the purpose of the statements of cash
flows, the Company considers all short-term investments with an original
maturity of three months or less at the time of purchase to be cash equivalents.

b. Inventories - Inventories are stated at the lower of cost, determined on
the first-in, first-out basis, or market. Obsolete and possible excess
quantities of inventory are reduced to estimated net realizable values.

c. Property and Depreciation - Property, plant and equipment are carried at
cost. Depreciation is computed over estimated useful lives using the
straight-line method in the financial statements and accelerated methods for
income tax purposes.

d. Marketable Securities - Marketable securities consist of an investment
in equity securities which the Company has designated as available-for-sale.
Such securities, while readily marketable, are not held solely in anticipation
of short-term market gains. The securities are reported at fair value, with
unrealized holding gains and losses, net of the related deferred tax effect,
reported as a separate component of shareholders' equity.

e. Income Taxes - Deferred taxes are provided on a liability method whereby
deferred tax assets are recognized for deductible temporary differences and
operating loss and tax credit carryforwards and deferred tax liabilities are
recognized for taxable temporary differences. Temporary differences are the
differences between the reported amounts of assets and liabilities and their tax
bases. Deferred tax assets are reduced by a valuation allowance when, in the
opinion of management, it is more likely than not that some portion or all of
the deferred tax assets will not be realized. Deferred tax assets and
liabilities are adjusted for effects of changes in tax laws and rates on the
date of enactment.

f. Treasury Stock - Treasury stock is stated at cost.

g. Earnings (Loss) Per Share - Earnings (loss) per share amounts are
computed on the basis of the weighted average number of shares outstanding
during the year.

h. Use of Estimates - The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.

i. Fair Value of Financial Instruments - The following summarizes the major
methods and assumptions used in estimating the fair values of financial
instruments:

Cash and cash equivalents - The carrying amount approximates fair value due
to the relatively short term period to maturity of these instruments.

Marketable equity securities - The fair value of marketable equity
securities are estimated based on quoted market prices.

j. Reclassifications - Certain previously reported amounts have been
reclassified to conform with the year-end 1997 presentation with no effect on
net earnings.

2. Major Customers

Net sales for the years ended December 31, 1997, 1996 and 1995 include sales to
the following major customer (which accounted for 10% or more of the total net
sales of the Company for those years):

1997 1996 1995
----------- ----------- -----------
Nixon-Egli $ 7,568,795 $ 7,493,960 $ 7,602,597

There were outstanding receivables from this customer of $533,993, $557,901, and
$555,213, as of December 31, 1997, 1996, and 1995, respectively.

3. Insurance Settlement

In September, 1996, the Company incurred substantial damage to its manufacturing
facility as a result of a hurricane. The Company settled with its insurance
carrier for $664,380. At December 31, 1996, $100,000 of this settlement had been
received. As a result of the settlement, the Company recognized a pretax gain on
the involuntary conversion of damaged assets of $434,683. Approximately $406,600
of the gain was included in the cost of goods sold, approximately $12,740 of the
gain was included in selling, administrative and engineering expenses and the
remaining $15,343 was included in other income. The effect was an increase in
1996 net earnings after tax of $286,891 or $ .07 per share.

4. Inventories

Inventories are summarized below:

December 31,
--------------------------------
1997 1996
--------------------------------
Finished goods $ 4,181,758 $ 5,125,583
Work-in-process 3,592,887 4,380,095
Raw materials 10,333,900 9,443,890
--------------------------------
$18,108,545 $18,949,568
=========== ===========

5. Financing Arrangements

At December 31, 1997, the Company had available an unsecured line of credit of
$5,000,000. There were no outstanding borrowings under the line at December 31,
1997 or 1996.

During 1997, 1996, and 1995, the Company incurred interest expense of $107,599,
$11,445, and $7,761, respectively.

6. Lease Commitments

The Company is the lessee of computer equipment under a capital lease which
started in 1993 and expires in 1998. The assets and liabilities under the
capital lease were recorded at the present value of net minimum lease payments
at inception, approximately $207,000. The assets are depreciated over their
estimated productive lives. Depreciation of assets under the capital lease is
included in depreciation expense for 1997, 1996 and 1995.

Depreciation of assets under capital leases charged to expense was $41,441 for
each of the last three years. Accumulated amortization under this capital lease
was $186,483 and $145,042 at December 31, 1997 and 1996, respectively.

-F-6-
<PAGE>

================================================================================

The future minimum lease payments under the capital lease as of December 31,
1997 for the next year are:

Year Ended December 31, Amount
----------------------- ------
1998 $ 14,545
Less: Imputed interest 38
Present value of net minimum
lease payments 14,507
Less: Current portion 14,507
--------
Obligations under capital lease $ --
========

The interest rate on the capitalized lease is 6.6% and is imputed based on the
lessor's implicit rate of return.

7. Income Taxes

At December 31, 1997, the Company has available State net economic loss
carryforwards of approximately $1,497,000 expiring as follows:

Year of
------------------------------
Origination Expiration
----------- ----------
1993 1998 $ 119,000
1995 2000 374,000
1996 2001 335,000
1997 2002 669,000
-----------
TOTAL $ 1,497,000
===========

Components of the income tax expense (benefit) for 1997, 1996 and 1995 are as
follows:

1997 1996 1995
--------- --------- ---------
Current:
Federal $(325,186) $(185,975) $(314,568)
State 2,966 -- --
--------- --------- ---------
Total current (322,220) (185,975) (314,568)
--------- --------- ---------
Deferred:
Federal 48,397 322,912 210,564
State -- -- --
--------- --------- ---------
Total deferred 48,397 322,912 210,564
--------- --------- ---------
TOTAL $(273,823) $ 136,937 $(104,004)
========= ========= =========

Net deferred tax assets consist of the following components at December 31, 1997
and 1996:

1997 1996
----------- -----------
Deferred tax assets:
Accounts receivable $ 68,000 $ 119,000
Inventory allowance 342,000 274,000
Accrued vacation 53,000 96,000
Warranty reserve 434,000 235,000
Allowance for marketable securities 89,000 89,000
Accrued litigation 9,000 17,000
Net economic loss and tax
carryforwards 232,000 163,000
Other 10,000 44,000
----------- -----------
1,237,000 1,037,000
Less valuation allowance (864,000) (428,000)
----------- -----------
373,000 609,000
----------- -----------
Deferred tax liabilities:
Property and equipment (372,832) (377,040)
Prepaid pension -- (183,000)
Marketable securities (250,000) (172,000)
----------- -----------
(622,832) (732,040)
----------- -----------
Net deferred tax assets (liabilities) $ (249,832) $ (123,040)
=========== ===========

The components giving rise to the net deferred tax assets (liabilities)
described above have been included in the accompanying balance sheets as of
December 31, 1997 and 1996 as follows:

1997 1996
--------- ---------
Current assets $ 227,072 $ 331,000
Noncurrent liabilities (476,904) (454,040)
--------- ---------
Net deferred tax assets (liabilities) $(249,832) $(123,040)
========= =========

A valuation allowance is provided when it is more likely than not that some
portion of the deferred tax assets will not be realized. The Company has
established a valuation allowance totaling $864,000 and $428,000 for certain
deferred tax assets as of December 31, 1997 and 1996, respectively, which
management feels meet this criteria.

A reconciliation of the provision for income taxes to income tax expense
(benefit), computed by applying the statutory federal income tax rate to pretax
income (loss), is as follows:

1997 1996 1995
----------------- ----------------- ------------------
Amount % Amount % Amount %
--------- ----- --------- ----- --------- ------
Tax expense
(benefit)
computed at

statutory rate $(762,666) (34.0)% $ 61,911 34.0% $ (34,429) (34.0)%
Research and
development

credit -- -- (2,336) (1.3)% (13,807) (13.6)%
Change in
valuation

allowance 436,000 19.4% 43,000 23.6% (36,000) (35.6)%
Other 52,843 2.4% 34,362 18.9% (19,768) (19.5)%
--------- ----- --------- ----- --------- ------
TOTAL $(273,823) (12.2)% $ 136,937 75.2% $(104,004 (102.7)%
========= ===== ========= ===== ========= ======

8. Marketable Securities

The cost, estimated market value and gross unrealized gain of the Company's
investment in available-for-sale marketable equity securities at December 31,
1997 and 1996 are as follows:

1997 1996
---------- ----------
Cost $ 945,751 $ 945,751
Gross unrealized gain 735,473 504,899
---------- ----------
Estimated market value $1,681,224 $1,450,650
========== ==========

There were no sales of marketable securities during 1997, 1996 or 1995.

The change in net unrealized gains and losses reported as a separate component
of equity for the years ended December 31, 1997, 1996 and 1995 is shown below:

1997 1996 1995
--------- --------- ---------
Balance in equity
component, beginning $ 333,233 $ 3,761 $ 31,207
Change in net unrealized
gains (losses) 230,574 499,200 (41,585)
Change in deferred
income taxes (78,396) (169,728) 14,139
--------- --------- ---------
Balance in equity
component, ending $ 485,411 $ 333,233 $ 3,761
========= ========= =========

-F-7-
<PAGE>

================================================================================

9. Pension Plans

The Company had two noncontributory defined benefit pension plans for its hourly
and salaried employees. All employees were covered by the plans upon completion
of twelve months of service with 1,000 or more hours of service, subject to a
minimum age of twenty-one. The Company's contributions to the plans were
designed to annually fund service cost derived by the plans' actuaries using the
frozen entry-age method.

In late 1996, the Company's Board of Directors adopted a resolution to terminate
the Company's two defined benefit pension plans and replaced them with a 401(k)
plan which took effect January 1, 1997. Under the provisions of Statement of
Financial Accounting Standards No. 88, "Employers' Accounting for Settlements
and Curtailments of Defined Benefit Pension Plans and for Termination Benefits",
the Company recognized a pretax curtailment gain of $1,016,651 in the fourth
quarter of 1996 due to benefit freezes. The effect was an increase in net
earnings after tax for 1996 of $670,990 or $.17 per share.

In the second quarter of 1997, the Company also recognized a pretax settlement
gain of $432,036 on the reversion to the Company of the plan assets. The effect
of this settlement gain was a decrease in the net loss after tax for 1997 of
$285,144 or $.07 per share.

The net periodic pension cost for the plans is computed as follows:

1997 1996 1995
----------- ----------- -----------
Service cost $ -- $ 355,953 $ 452,636
Interest cost 469,825 697,753 679,492
Actual return on
plan assets (830,354) (1,325,342) (872,472)
Net amortization
and deferral (515,635) 555,479 226,231
Settlement and
curtailment gain (432,036) (1,016,651) --
----------- -----------
Net periodic
pension cost (income) $(1,308,200) $ (732,808) $ 485,887
=========== =========== ===========

The funded status of the Company's pension plans is as follows:

1997 1996
------------ ------------
Actuarial present value of
benefit obligations:
Vested benefits $ -- $ 8,843,772
Nonvested benefits -- --
------------ ------------
Accumulated benefit obligation -- 8,843,772
Effect of assumed increase
in compensation levels -- --
------------ ------------
Projected benefit obligation -- 8,843,772
Plan assets at fair value -- 11,212,666
------------ ------------
Fair value of assets less (greater)
than projected benefit obligation -- (2,368,894)
Unrecognized net gain -- 1,831,872
Unrecognized transition obligation -- --
Unrecognized prior service costs -- --
------------ ------------
Accrued (prepaid) pension cost
(asset) $ -- $ (537,022)
============ ============
Major assumptions:
Discount rate 7.5% 7.5%
Rate of increase in
compensation levels Not applicable 5.0%
Expected long-term rate of
return on plan assets 8.0% 8.0%

Plan assets consisted principally of investments in United States government
securities and common stock.

10. Research and Development

Expenditures relating to the development of new products, including significant
improvements to existing products are charged to selling, administrative and
engineering expenses as incurred. The amounts charged in 1997, 1996 and 1995
were approximately $78,000, $110,000 and $418,000, respectively.

11. Stock Transactions

In November, 1995, the Board of Directors approved a resolution authorizing the
Company to repurchase up to 200,000 shares of the Company's common stock. As of
December 31, 1995, the Company had not repurchased any shares. During 1996, the
Company repurchased a total of 111,751 shares under the November, 1995
authorization which expired on December 31, 1996.

In December, 1996, the Board of Directors approved a resolution authorizing the
Company to repurchase up to 200,000 shares of the Company's stock in 1997.
During 1997, the Company repurchased a total of 56,100 shares under this
authorization which expired on December 31, 1997.

12. Contingencies

13. Organizational Restructuring

During 1995, plans were developed to significantly reduce the Company's cost
structure and to improve productivity. This restructuring plan involved
reductions in the number of employees, consolidation of manufacturing
facilities, and disposition of assets that were no longer productive. The
Company also phased-out the manufacture of nonstrategic product lines, including
Trailers, Track Assemblies and Refuse Collection Products. The restructuring
plan is expected to enable the Company to improve its competitive position in
its core business, reduce costs, increase efficiency and improve profitability.

The statement of operations for 1995 includes approximately $1,135,000 of pretax
charges relating to the restructuring plan. Approximately $119,000 of this
amount related to severance and associated benefits for staff reductions,
approximately $452,000 of this amount related to the disposal and write-down of
certain assets, and approximately $564,000 of this amount related to the
streamlining of operations and administrative functions and the closing of the
production facility in Sioux Falls, South Dakota. The effect of these
expenditures was a decrease in 1995 net earnings after tax of $749,000 or $.19
per common share.

During 1996, as a continuation of its restructuring plan, the Company incurred
approximately $553,701 of additional charges. Approximately $326,294 of this
amount related to the disposal and write-down to net realizable values of
certain assets. Approximately $227,407 of this amount was primarily attributable
to the additional expenses which were incurred during 1996 relating to the
closure of operations of the manufacturing facility in Sioux Falls, South
Dakota. The effect of these expenditures was a decrease in 1996 net earnings
after tax of $365,443 or $.09 per share.

In addition, in February 1996, the Company sold its South Dakota land, building
and certain inventory and manufacturing equipment. The statement of operations
for 1996 includes a pretax gain of $234,355 in connection with this sale. The
remaining inventory and equipment were transferred to the Company's Wake Forest,
North Carolina manufacturing plant. The effect was an increase in 1996 net
earnings after tax of $154,674 or $.04 per share.

In December, 1996, the Company sold its Kolman Aggregate Product Line consisting
of vibrating screens, pugmills, ash blenders and conveyors. The sale resulted in
an inventory loss of approximately $306,943 which is included

-F-8-
<PAGE>

in the cost of goods sold. This sale reduced 1996 net earnings after tax by
$202,582, or $.05 per share. As part of the sale, the Company also sold its
Kolman trademark for the stated book value of $200,000.

There were no remaining organizational restructuring liabilities at December 31,
1997 and 1996, respectively.

14. Significant Fourth Quarter Adjustments

During the fourth quarter of 1997, the Company charged to cost of sales
approximately $1,525,000 relating to various inventory adjustments.
Approximately $1,103,000 of this amount was attributable to adjustments in
connection with the physical inventory, approximately $262,000 related to the
scrapping of additional items, and approximately $160,000 related to an increase
in the reserves for obsolete inventories. The effect of these adjustments was to
decrease the fourth quarter 1997 gross profit and increase the net loss after
tax benefit by $1,525,000 and $1,006,500, respectively, and to increase the
fourth quarter net loss per share by $.26.

15. Estimated Warranty Claims

The Company generally sells its principal products with a warranty that provides
for repairs or replacements of any defective parts and associated labor for a
one year period after the sale. At the time of the sale, the Company accrues an
estimate of providing the warranty based on prior claims experience. Actual
warranty costs incurred are charged against the warranty accrual when paid. The
estimated warranty liability totaled $1,276,000, $690,000 and $635,500, as of
December 31, 1997, 1996 and 1995, respectively.

16. Employee Savings Plan

Effective January 1, 1997, the Company established the Athey Products
Corporation Employees' 401(k) Plan that covers substantially all of the
Company's employees. The plan provides for tax deferred employee contributions
of up to 10% of compensation and an employee matching contribution of $.50 for
each $1.00 contributed to the 401(k) Plan by the employee, with a maximum
company contribution of 3% of the employee's compensation. The Company's
contribution amounted to $173,049 in 1997.

17. The Year 2000 Issue

Because the Company has not completed its review of the computer systems,
management is unable to estimate the cost of making its systems Year 2000
compliant.

18. Future Reporting Requirement

In June, 1997, the Financial Accounting Standards Board issued Statement No.
130, "Reporting Comprehensive Income". Comprehensive income is defined as the
change in equity of a business enterprise during a period from transactions and
other events and circumstances from nonowner sources. It includes all changes in
equity during a period except those resulting from investments by owners and
distributions to owners.

This Statement established standards for reporting and display of comprehensive
income and its components in a full set of financial statements. The Statement
requires that all items that are required to be recognized under accounting
standards as components of comprehensive income be reported in a financial
statement that is displayed with the same prominence as other financial
statements. This Statement is effective for fiscal years beginning after
December 15, 1997 and will require that financial statements for earlier periods
presented for comparative purposes be reclassified to conform with this
standard.

-F-9-
<PAGE>

SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

<TABLE>
<CAPTION>
Column A Column B Column C Column D Column E
----------- ---------- ---------- --------- ----------
Additions
Balance at Charged Deduction Balance at
Beginning to Profit from End of
Description of Year and Loss Reserves Year
----------- ---------- ---------- --------- ----------
<S> <C> <C> <C> <C>
Year Ended December 31, 1997:
Allowance for doubtful
accounts-trade $350,000 $ -- $ 150,000 $ 200,000
Allowance for doubtful
receivable-other -- -- -- --
Provision for obsolete
and slow moving inventory 500,000 513,784 253,784(c) 760,000
Provisions for warranty costs 690,000 2,263,565 $1,677,565(d) 1,276,000

Year Ended December 31, 1996:
Allowance for doubtful
accounts-trade $300,000 $ 50,000 $ -- $ 350,000
Allowance for doubtful
receivable-other 110,954 -- 110,954(b) --
Provision for obsolete
and slow moving inventory 650,000 150,689 300,689(c) 500,000
Provisions for warranty costs 635,500 976,019 921,519(d) 690,000

Year Ended December 31, 1995:
Allowance for doubtful
accounts-trade $250,000 $ 52,966 $ 2,966(a) $ 300,000
Allowance for doubtful
receivable-other 110,954 -- -- 110,954
Provision for obsolete
and slow moving inventory 950,000 286,610 586,610(c) 650,000
Provisions for warranty costs 780,000 705,553 850,053(d) 635,500
</TABLE>

(a) Uncollected trade receivables written-off.

(b) Uncollected other receivables written-off.

(d) Warranty expenses incurred.

-F-10-

SUBSIDIARIES OF THE REGISTRANT

Name State of Incorporation

Athey Export Corporation Illinois

Athey Products International, Inc. Barbados

Athey International Sales Corporation Illinois

-F-11-

<ARTICLE> 5

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> DEC-31-1997
<CASH> 6,880
<SECURITIES> 0
<RECEIVABLES> 2,865,872
<ALLOWANCES> 200,000
<INVENTORY> 18,108,545
<CURRENT-ASSETS> 22,315,242
<PP&E> 9,432,434
<DEPRECIATION> 5,790,493
<TOTAL-ASSETS> 27,664,993
<CURRENT-LIABILITIES> 4,106,722
<BONDS> 0
0
0
<COMMON> 8,040,918
<OTHER-SE> 15,040,449
<TOTAL-LIABILITY-AND-EQUITY> 27,664,993
<SALES> 29,410,863
<TOTAL-REVENUES> 0
<CGS> 25,148,167
<TOTAL-COSTS> 6,429,033
<OTHER-EXPENSES> 114,907
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 107,599
<INCOME-PRETAX> (2,243,135)
<INCOME-TAX> (273,823)
<INCOME-CONTINUING> (1,969,312)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,969,312)
<EPS-PRIMARY> (0.52)
<EPS-DILUTED> 0

</TABLE>