FAFCO, Inc. 1997 Annual Report The Company This Annual Report to Shareholders contains for- ward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Actual results could differ materially from those projected in the forward-looking statements as a result of the risk factors set forth below under the heading "Management's Discussion and Analysis - Factors Affecting Future Results" and elsewhere in this Annual Report to Shareholders FAFCO, Inc. designs, manufactures and markets heat exchangers made primarily of polymers for use in solar swimming pool heating and for thermal energy storage. FAFCO markets its swimming pool products in the United States and overseas through independent distributors who sell directly to end-users. The Company markets its IceStor(tm) products in the United States through independent manufacturers' representatives. The Company also licenses its IceStor(tm) products overseas. FAFCO has manufactured over one million polymer heat exchangers since its incorporation in 1972. The heat exchangers are made using proprietary and patented processing technology. The Company is the largest manufacturer of solar pool heating systems in the United States. In 1987, FAFCO introduced IceStor(tm), a static glycol ice builder for the thermal storage market. The FAFCO IceStor(tm) utilizes a variation of the Company's polymer heat exchanger placed in a galvanized steel container. The IceStor(tm) products, a demand-side management for electric utilities, use chilled glycol flowing through the heat exchanger to convert a static volume of water in the container to ice. The ice is made at night using less expensive "off-peak" power. The cooling energy stored in the ice is then reclaimed the next day during "peak periods" to provide space or process cooling. The result is lowered cooling costs. FAFCO's products are manufactured and marketed with a common guiding strategy outlined below: 	Targeting markets where high market share or growth are likely. 	A high value-added manufacturing process that minimizes direct labor in favor or proprietary processes. An effort to maximize gross margin based on 	sophisticated manufacturing in high volume to enable economies of scale. Experienced management whose capabilities 	exceed the immediate demands of the business. A resolution to combine the foregoing to build 	a large and successful enterprise Letter to Shareholders FAFCO is a manufacturer of polymer heat exchangers used principally for solar and thermal energy storage applications. Net sales grew by 19% to $10,551,500 in 1997. Net profit increased to $866,900, up 178% compared with 1996. Despite record-setting rains in California and adverse weather in Florida, 1998 promises to be another good year for FAFCO. FAFCO's solar business increased 14.8% in 1997 due to the execution of product and market strategies introduced in 1995. Specifically, the new Revolution(tm) solar technology has been well received by our customers. In addition, FAFCO has taken a leadership position in the aboveground pool heating market as a result of new technology and a focus on increased market share. Finally, the solar business has benefited strongly from targeted sales outside the tra-ditional California and Florida markets. FAFCO's thermal energy storage business uses our unique polymer heat exchanger technology to shift peaking electrical loads to off peak. This significantly increases the effective capacity of the electrical supplier without the expense of adding new capacity. FAFCO's IceStor(tm) technology is sold principally in the United States, Asia and in the emerging Middle Eastern market. Domestic and foreign sales were up 100% and 17%, respectively in 1997. As of December 31, 1997, FAFCO's million-dollar credit line was unused and there was $46,300 of cash on hand. Working capital increased to $2,006,800 at December 31, 1997 from $1,284,700 at December 31, 1996. In addition to our solar Revolution(tm) and aboveground pool technologies, FAFCO is accelerating certain new technologies that are expected to positively influence sales and profitability starting next year. Furthermore, we believe that FAFCO's polymer heat exchanger technology is ideally suited to enter certain formerly untargeted large domestic thermal energy storage markets. A focus on these markets is expected to yield significant results in 1999 and thereafter. FAFCO's increased sales and profitability in 1997 resulted directly from the long hours, increased effciency, and dedication of each and every FAFCO employee. My thanks to each and every one of you. Sincerely, Freeman A. Ford President Financial Highlights 1997	 1996 % Change Net Sales	 $	10,551,500	 $	8,868,600	 19%	 Net Income		 866,000		 $ 311,400	 178% Diluted Earnings Per Common Share	 $ 	 0.22	 $ 	0.10	 120% Shareholders' Equity	 $ 2,042,300	 $ 1,176,30	 74% Working Capital	 $	 2,006,800	 $	1,284,700	 56% Consolidated Balance Sheet December 31,	 1997 1996* Assets Current assets: Cash and cash equivalents	 $ 46,300 $ 88,200 	 Accounts receivable, less allowancefor doubtful accounts of $540,100 in 1997 and $512,600 in 1996	 1,833,400 1,890,700 Current portion of long-term notes receivable (net)	 88,800 229,100 Inventories		 1,082,900 917,400 Prepaid expenses and other current assets 174,000 150,800 Other accounts receivable, net of allowance		 12,200 4,500 Total current assets 183,300 221,500 Plant and equipment, at cost 3,420,900 3,502,200 Less accumulated depreciation and amortization 2,614,900 2,465,800 Notes receivable and other assets (net) (2,236,300) (2,116,200) Deferred tax asset, net of allowance 378,600 349,600 Total assets	 151,200 65,500 Liabilities and shareholders' equity 485,800 427,900 Current liabilities: 4,436,500 4,345,200 Bank line of credit		 $ $ 758,600 Accounts payable and other accrued expenses 850,900 1,037,800 Accrued compensation and benefits		 331,600	 187,000 Accrued warranty expense 211,000 234,100 Income taxes payable 20,600 Total current liabilities		 1,414,100 2,217,500 Convertible subordinated notes ($600,000 was owed to related parties in 1997 and 1996)			 925,000 925,000 Other non-current liabilities	 55,100 26,400	 Total liabilities	 $2,394,200 $3,168,900 Shareholders' equity: Preferred Stock-authorized 1,000,000 shares of $1.00 par value, none of which has been issued Common Stock-authorized 10,000,000 shares of $0.125 par value; 3,298,311 issued and outstanding in 1997 and in 1996 412,200 412,200 Capital in excess of par value 5,105,200 5,105,200 Notes receivable secured by Common Stock 75,100 75,100 Accumulated deficit (3,400,000) (4,266,000) Total shareholders' equity	 $2,042,300 $1,176,300 Commitments and contingent liabilities Total liabilities and shareholders' equity	 $4,436,500 $4,345,200 CONSOLIDATED STATEMENT OF OPERATIONS Year ended December 31, 1997 1996 1995 Net Sales $10,551,500 $ 8,868,600 $ 7,876,100 Other income (net) 171,800 54,000 39,700 Total revenues 10,723,300 8,922,600 7,915,800 Cost of goods sold 5,956,500 5,500,300 5,578,000 Marketing and selling expense 1,770,000 1,575,400 2,137,200 General and administrative expense 1,776,100 1,286,300 1,502,000 Research and development expense 202,800 116,000 460,100 Net interest expense 128,700 169,900 95,300 Total costs and expenses 9,834,100 8,647,900 9,772,600 Income (loss) before income taxes 889,200 274,700 (1,856,800) Provision for (benefit from) income taxes. 23,200 (36,700) 1,600 Net income (loss) 866,000 311,400 $(1,858,400) Basic net income (loss) per share $ 0.26 $ 0.10 (0.60) Diluted net income (loss per share 0.22 0.10 (0.60) *Restated for change in accounting principle (see Note 2). Consolidated Statement of Shareholders' Equity Notes Number Capital in Receivable Retained of Common Excess of Secured by Earnings Shares Stock Par Value Common StockDeficit* Balance at December 31, 1994 3,100,8870$387,600$5,034,100$(75,100)$2,719,000) Net loss for the year Cancellation of shares in satisfaction of other notes receivable (3,000)(400) (4,100) Issuance of shares under the 1981 Employee Incentive Stock Option Plan 8,800 1,100 3,300 Issuance of shares under the 1991 Employee Incentive Stock Option Plan 6,000 700 2,300 Balance at December 31, 1995 3,112,687$389,000$5,035,600$75,100 $(4,577,400) Net income for the year 311,400 Issuance of shares upon conversion of subordinated note 185,624 23,200 69,600 Balance at December 31, 19963,298,311$412,200$5,105,200$75,100 $4,266,000 Net income for the year 866,000 Balance at December 31, 19973,298,311$412,200 $(75,100) $(3,400,000) 	 *Restated for change in accounting principle (see Note 2). The accompanying notes are an integral part of this statement Consolidated Statement of Cash Flows Year Ended December 31,	 1997	 1996***	 1995** $866,000 $311,400 $(1,858,400) Net income (loss) Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Depreciation 130,700 121,200 178,700 Allowance for doubtful accounts and notes 120,300 72,400 33,900 Provision for inventory reserve (90,500) 72,400 105,800 (Gain) loss on disposition of fixed assets (18,700) 22,700 Change in assets and liabilities: Change in receivables 22,100 (794,300) 1,367,800 Change in inventories (75,000) (85,200) (39,700) Change in prepaid expenses (23,200) (5,300) (28,600) Change in deferred tax assets (19,700) (38,400) Change in other assets (38,200) (73,400) (333,000) Change in payables and accrued expenses (44,800) 104,900 (288,900) Change in other non-current liabilites 28,700 (54,000) (27,800) Net cash provided by (used in) operations 876,400 (270,200) (867,500) Cash flow from investing activities: Purchase of fixed assets (159,700) (211,600) (81,300) Proceeds from sale of fixed assets 18,700 Net cash used in investing activities (159,700) (192,900) (81,300) Cash flow from financing activities: Proceeds of subordinated debt issuance 325,000 Proceeds from sale of common stock 92,800 Payments on line of credit (1,493,900)(1,350,000)(490,000) Borrowings on line of credit 735,300 1,357,300 1,241,300 Miscellaneuous borrowings (21,700) Net cash (used in) provided by financing activities (758,600) 425,100 737,000 Net (decrease) in cash and cash equivalents (41,900) (38,000) (21,800) Cash and cash equivalents, beginning of year 88,200 126,200 338,000 Cash and cash equivalents, end of year $46,300 $88,200 $126,200 Supplemental disclosures of cash flow information: Cash paid during the year for interest $142,100 $159,300 $ 89,800 Cash paid during the year for interest $ 10,000 $ 7,500 49,000 Net cash paid duringthe year for income taxes *Reclassified for comparative purposes. **Restated for change in accounting principle (see Note 2). The accompanying notes are an integral part of this statement. Notes to Consolidated Financial Statements 1) Organization and Summary of 				 Significant Accounting Policies The Company designs, develops, manufactures and markets solar heating systems for swimming pools and thermal energy storage systems for commercial and industrial cooling. The solar heating systems are sold to wholesalers and distributors primarily in California and Florida and in other locations in the United States and overseas. Thermal energy storage systems are marketed through manufacturers' representatives throughout the United States and internationally. One of the Company's customers accounted for more than 10% of the Company's fiscal 1997 net sales. Three of the Company's customers each accounted for more than 10% of the Company's fiscal 1996 net sales. One of the Company's customers accounted for 10% of the Company's fiscal 1995 net sales. During 1997, the Company had sales to unaffiliated customers in foreign countries amounting to 28% of total net sales. During 1996 and 1995, the Company had sales to unaffiliated customers in foreign countries amounting to 14% and 15%, respectively, of total net sales. A summary of significant accounting policies follows: Principles of Consolidation: The consolidated financial statements include the accounts of FAFCO, Inc. and its wholly- owned subsidiary. All significant inter-company balances and transactions have been eliminated in consolidation. Revenue Recognition: Revenues on sales of products are recognized at the time of shipment of goods or performance of service. 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 materially from those estimates. Cash and Cash Equivalents: For purposes of reporting cash flows, cash and cash equivalents include highly liquid investments with a maturity of three months or less. Inventories: Inventories are stated at the lower of cost or market determined using the first-in, first-out (FIFO) method. Plant and Equipment: Plant and equipment are stated based on historical cost adjusted for accumulated depreciation. Depreciation and amortization of plant and equipment, excluding vehicles and leasehold improvements, are determined using accelerated methods. For vehicles and leasehold improvements, the straight line method is used. The estimated useful lives of the assets range between three and ten years. Minor replacements, improvements, maintenance and repairs are expensed as incurred. Major replacements and improvements are capitalized and depreciated over the remaining useful life of the related asset. Gains and losses on sales and retirement of plant and equipment are credited or charged to income. Accounting for the Impairment of Long-lived Assets and for Long- lived Assets to be Disposed of: As required by generally accepted accounting principles (GAAP), effective January 1, 1996, the Company adopted Statement of Financial Accounting Standards No. 121, "Accounting for the Impairment of Long-lived Assets and for Long-lived Assets to be Disposed of." The new standard provides guidance on when to recognize and how to measure impairment losses of long-lived assets and certain identifiable intangibles and how to value long-lived assets to be disposed of. The new standard had no material effect on the Consolidated Balance Sheets for 1997 and 1996 nor the Consolidated Statements of Operations for 1997, 1996 or 1995. Income Taxes: Deferred tax assets and liabilities are recognized for the tax consequences of temporary differences between the financial reporting and tax basis of assets and liabilities. (See Note 8.) Earnings per Common Share: FAFCO adopted Statement of Financial Accounting Standard No. 128 ("FAS 128"), Earnings per Share, beginning with FAFCO's fourth quarter of 1997. All prior period earnings per common share data have been restated to conform to the provisions of this statement. Basic earnings per common share is computed using the weighted average number of shares outstanding. Diluted earnings per common share is computed using the weighted average number of shares outstanding adjusted for the incremental shares attributed to outstanding options and warrants to purchase common stock and shares issuable upon conversion of certain convertible securities. (See Note 12.) Concentration of Credit Risk: Most of the Company's business activity is with customers located in California, Florida and foreign countries. As of December 31, 1997, unsecured trade accounts receivable from customers in California, Florida and foreign countries were $481,100, $841,400, and $915,000, respectively. Warranties: In the normal course of business, the Company makes certain warranties as to workmanship and materials. Product warranty periods range from two to ten years for full coverage. The estimated future expense of these warranties is accrued at the time of sale. The estimates inherent in accounting for such warranties are reviewed and revisions to previous estimates are made as required to reflect the most current information available. Accounting for Stock-Based Compensation: The FASB issued a new standard, FAS No. 123, "Accounting for Stock-Based Compensation," which contains a fair value-based method for valuing stock-based compensation that entities may use, which measures compensation cost at the grant date based on the fair value of the award. Compensation is then recognized over the service period. Alternatively, the standard permits entities to continue accounting for employee stock options and similar equity instruments under APB Opinion 25, "Accounting for Stock Issued to Employees." Entities that continue to account for stock options using APB Opinion 25 are required to make pro forma disclosures of net income and earnings per share, as if the fair value-based method of accounting defined in FAS No. 123 had been adopted. The Company has decided to continue accounting for employee stock options and similar equity instruments under APB Opinion 25, "Accounting for Stock Issued to Employees." (see Note 7.) Disclosures About Fair Value of Financial Instruments: The following methods and assumptions were used to estimate the fair value of each class of financial instruments for which it is practicable to estimate that value. Current Assets and Current Liabilities: The carrying value of cash equivalents, accounts receivable, notes receivable, short- term borrowings, accounts payable, and accrued expenses approximate fair value because of their short maturity. Long-Term Debt: The fair value of the Company's long-term debt is estimated based on the borrowing rates currently available to the Company for loans with similar terms. At December 31, 1997, the carrying amount approximates estimated fair value of long- term debt. 2) Inventories Effective in 1997 the Company changed its method of accounting for inventories from last in, first out (LIFO) to first in, first out (FIFO), a change in accounting principle. The reason for this change is that LIFO is difficult and costly for the Company to administer and the effect on the Consolidated Statement of Operations has not been material over the past several years due to the relatively low rates of inflation in the economy as a whole. The cumulative effect on Shareholders' Equity at December 31, 1996 was to increase Shareholders' Equity by $82,000. The financial statements have been restated for this change in accounting method for all periods presented. December 31, 	 1997	 1996 Net income (loss) as previously as reported	 $	386,800	 $	(1,918,300) Adjustment for effect of a change in accounting principle that is applied retroactively	 $	(75,400)	 $	59,900 Net income (loss) as adjusted	 $	311,400	 $	(1,858,400) Per share amounts Basic earnings per common share: Net income (loss) as previously reported $ 	0.12	 $	 (0.62) Adjustment for effect of a change in accounting principle that is applied retroactively 	$ (0.02)	 $ (0.02) Net income (loss) as adjusted	 $ 	0.10	 $ (0.60) Diluted earnings per common share: Net income (loss) as previously reported 	$ 	0.12 	$ 	(0.62) Adjustment for effect of a change in accounting principle that is applied retroactively	 $ 	(0.02) 	$ 	0.02 Net income (loss) as adjusted	 $ 	0.10 	$ 	(0.60) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Inventories consist of the following: December 31,	 1997	 1996 Raw materials	 $ 	462,800	 $	 413,800 Work in progress		 114,000	 	 111,900 Finished goods	 	 506,100		 391,700 		 $1,082,900	 $ 	917,400 3) Plant and Equipment Plant and equipment consists of the following: December 31,	 1997 1996 Machinery and equipment 	$	1,957,600 	$ 1,902,800 Office and computer equipmen	 $ 	466,900 	$ 	372,600 Leasehold improvements 	88,600		 88,600 Vehicles 		101,800	 	101,800 		$	2,614,900 	$ 2,465,800 Less accumulated				 	depreciation and 	amortization	 	(2,236,300)	 	(2,116,200) 		$ 378,600 	$ 349,600 4) Notes Receivable During 1997, the Company converted $126,400 of accounts receivable from a customer into a note receivable. During 1996, the Company converted $4,700 of accounts receivable from a customer into a note receivable. 5) Convertible Subordinated Notes At December 31, 1997 and 1996, convertible subordinated notes consisted of $925,000 of notes bearing interest at 11% per annum payable quarterly and warrants to purchase Common Stock. The exercise price of the warrants is $0.125 per share, the maximum aggregate number of shares issuable upon exercise of the warrants is 555,000, and the unexercised warrants expire March 27, 2000 (see Note 9). 6) Bank Line of Credit The Company has a bank line of credit secured by substantially all the assets of the Company. The line of credit allows the Company to borrow the lesser of $1,000,000 or an amount determined by a formula applied to net accounts receivable, inventories, and net lant and equipment. Amounts borrowed bear interest at the bank's prime rate plus 1.5%. The line of credit contains certain covenants relating to working capital, current ratio, and tangible net worth, prohibits the payment of cash dividends and expires on March 30, 1999. At December 31, 1997 and 1996, the Company had complied with the loan covenants. As of December 31, 1997 and 1996, the Company had outstanding balances of $0 and $758,600, respectively, under this facility. 7) Shareholders' Equity The Board of Directors, without shareholder approval, may determine the rights, preferences, privileges, and restrictions of the Company's unissued Preferred Stock. Such shares may be issued in one or more series. In 1980, the Company issued 202,300 shares of Common Stock at a price of $2.43 per share in exchange for non-interest bearing promissory notes, which have a balance due of $75,100 at December 31, 1997 and 1996. The notes are due and payable and the Company intends to pursue collection of these notes. In the event that any of the notes are uncollectible, the Company will demand surrender of the related shares issued and will cancel and write off the related notes receivable balance. Under the Company's Employee Stock Purchase Plan, 150,000 shares of Common Stock have been reserved for issuance at 85% of fair market value as of specified dates. The Plan was suspended in 1991 and no shares have been issued thereunder since 1991. The Company had a 1981 Incentive Stock Option Plan under which 310,000 shares of Common Stock are reserved for issuance. During 1991, options were granted for 5,000 shares exercisable at $0.625 per share which were forfeited during 1997. The plan expired by its terms in 1991. The Company has a 1991 Incentive Stock Option Plan under which 250,000 shares of Common Stock were initially reserved for issuance to employees and consultants. During November 1994, the Board of Directors approved an increase in the number of shares of Common Stock reserved for issuance to a total of 500,000 shares subject to shareholder approval, which was obtained in April 1995. During 1995, options were granted to purchase 124,000 shares exercisable at $0.56 per share, the fair market value on the date of grant, and options to purchase 6,000 shares were exercised. During 1996, options were granted to purchase 236,950 shares exercisable at $0.125 per share, the fair market value on the date of grant. During 1997, options were granted to purchase 21,000 shares exercisable at $0.125 per share, the fair market value on the date of grant. The Company has a 1991 Director's Stock Option Plan under which 50,000 shares of Common Stock are reserved for issuance. No options were granted or exercised during 1995, 1996, or 1997. Options granted under these plans become exercisable at a rate of 20% per year for five years from date of grant and expire six years or ten years from date of grant. During 1995, the Company granted nonqualified options to purchase 20,000 shares at $0.56 per share to a consultant. These options were fully vested at the date of grant and expire six years from date of grant. None of these options have been exercised. During 1995, options to purchase 234 shares were canceled. A summary of activity under the 1981 and 1991 Incentive Stock Option Plans follows: 			 		Shares 	 Exercise 			 Subject 	Price			 to Option	 Per Share Outstanding at 	December 31, 1994	 	332,550	 $	0.50-0.625 Granted		 124,000 	$	0.560 Canceled 		(166,300) 	$	0.50-0.560 Exercised	 	(14,800) 	$	0.500 Outstanding at December 31, 1995		 275,450 	$	0.50-0.625 Granted		 236,950 	$	0.125 Canceled	 (126,950) 	$	0.50-0.560 Exercised 		0 Outstanding at December 31, 1996 		385,450 	$	0.125-0.625 Granted	 	21,000 	$	0.0125 Canceled	 	(31,500) 	$	0.125-0.625 Exercised		0 Outstanding at December 31, 1997 	374,950 	$	0.125-0.50 The Company applies APB Opinion 25 in accounting for its stock option plans. Accordingly, no compensation cost has been recognized for the plan in 1995 or 1996. Had compensation cost been determined on the basis of fair value pursuant to FASB Statement No. 123, net income and earnings per share would have been reduced as follows: 		 1997	 199	 1995 Net income (loss) As reported 	$	866,000 	$	311,400	 $(1,858,400) Pro forma 	$	860,200 	$	293,600 	$(1,857,600) Basic earnings (loss) per share As reported 	$ 	0.26 $ 	0.10 	$	 (0.60) Pro forma 		0.26 		0.09		 (0.60) Diluted earnings (loss) per share As reported 	$ 	0.22 	$ 	0.10 	$	 (0.60) Pro forma 	$ 	0.2	 $ 	0.09 	$	 (0.60) The fair value of each option granted was estimated on the grant date using the Black-Scholes model. The following assumptions were made in estimating fair value: Assumption	 1997		 1996 Dividend yield 	0% 0% Risk-free interest rate 	5.55% 	6.5% Expected life 	10 years 	6 years Expected volatility 	141.1% 	96.74% Following is a summary of the status of the plans during 1997, 1996, and 1995. Weighted 				Average 			Number of Excercise 	Shares	 Price Outstanding at January 1, 1997	 385,450 $	0.258 Granted	 	21,000	 	0.125 Exercised	 	0 		0 Forfeited 		(31,500) 		0.460 Outstanding at December 31, 1997 374,950 	0.250	 Options exercisable at December 31,1997 		231,150 		0.282	 Weighted average fair value of options granted during 1997 	$0.123 	Weighted			 Average 		Number of	 Exercise	 Shares Price Outstanding at January 1, 1996	 	275,450 	$	0.485 Granted 		236,950 		0.125 Exercised 		0 		0 Forfeited 		(126,950) 	0.502 Outstanding at December 31, 1997 	385,450 	0.258 Options exercisable at December 31,1996	 	199,650	 	0.297	 Weighted average fair value of options granted during 1996	 $0.101 Weighted 			Average Number of 	 	Exercise Shares Price Outstanding at January 1, 1995 		332,550	 $0.5020 Granted	 	124,000 		0.5100 Exercised	 	(14,800) 		0.5000 Forfeited 		(166,300) 		0.0536 Outstanding at December 31, 1995 		275,450 		0.4850 Options exercisable at December 31,1995 		163,750 		0.5030 Weighted average fair value of options granted during 1995 	$ 0.410		 Following is a summary of the status of options outstanding at December 31, 1997: 		 Outstanding Exercisable	 		 Weighted 		 Average Weighted Weighted 		 Remaining Average Average Exercise	 Contractual Exercise Price Number Life Price Number Price $0.500	 118,000	 1	 $0.500	 94,400 	$0.500 $0.250 	20,000	 4 	$0.250 	8,000 	$0.250 $0.125 	236,950 	5 	$0.125 	128,750 	$0.125 		374,950 	4	 	231,150 The range of exercise prices for the options outstanding at December 31, 1997 is $0.125-$0.50 with a weighted average contractual life of 5 years. The Company estimates that based on vesting at 20% per year at December 31, 1997, approximately 100% of options will eventually vest. 8 Income Taxes The provisions for income taxes consist of the following: Years Ended December 31, 	1997	 1996 	 1995 Taxes on income: U.S. Federal Current 	$	12,000 	$	0 	$	0	 Deferred	 	(28,400)	 	(40,300) 	 	0 (16,400)	 (40,300) 		0 State 	Current 		20,000	 	1,600 		1,600 	Deferred	 	9,600 		2,000 	 			29,600	 	3,600 		1,600 Foreign 	Current 		10,000	 	0 		0 	Deferred 		0 		0 		0 		 	$	10,000 	$	0 	$	0 Net income tax 	(benefit) 	provision 	$	23,200 $	(36,700) $	1,600 A reconciliation of the statutory federal income tax rate with the effective tax rate reported in the financial statements follows: Years Ended 		 December 31, 	1997 	1996 	1995 Statutory federal 	income tax	 	(benefit) rate 	34.0% 	34.0% 	(34.0%)	 Effect on tax rate	 	resulting from: 	State and foreign 	income taxes, 	net of federal 	tax benefit 	2.2% 	7.7% 	 (1.4%) Tax effect of change 	in valuation 	allowance 	(36.6%) 	(54.8%) 	40.9% Expiration of 	tax credits 	1.7% 	2.0% 	0.7% Other 	1.3% 	0.6% 	(6.2%) Effective tax rate 	2.6% 	(10.5%) 	0%	 The Company records its deferred taxes on a tax jurisdiction basis and, with the adoption of FAS No. 109 in 1993, classifies those net amounts as current or noncurrent based on the balance sheet classifications. Deferred tax assets are comprised of the following: December 31,	 1997	 1996 Allowance for doubtful 	accounts 	$	227,700 	$	215,600 Accrued expenses 		132,500 		184,300	 Loss carryforwards 		837,400 		1,157,800 Tax credits 		71,200 	175,700	 Other 		108,300 		107,800	 	 		1,377,100 		1,841,200 Deferred tax asset 	valuation allowance 		(708,000)	 	(1,191,800)	 Total deferred taxes, 	net 	$	669,100 	$	649,400 The Company had unused federal net operating loss carryforwards of approximately $2,394,000 and $3,191,500, Florida loss carryforwards of approximately $611,000 and $1,083,000 and investment and other federal tax credits of approximately $71,200 and $175,700 available to offset future tax liabilities at December 31, 1997 and December 31, 1996, respectively. The net operating losses and credits expire in varying amounts until 2010. The use of the tax credits has been limited by the provisions of the Tax Reform Act of 1986 to reflect the benefit associated with an overall reduction in the corporate tax rate. The Company believes that the "total deferred taxes, net" in the amount of $669,100 is more likely than not to be realized. 9) Transactions with Related Parties At December 31, 1997 and 1996, $600,000 of the Company's convertible subordinated notes (see Note 5) were held by Mr. Freeman A. Ford, an officer, director, and major shareholder of the Company, and his immediate family members. In April 1996, the Company granted Mr. Ford a warrant to purchase 123,950 shares of Common Stock. 10) Employee Benefit Plans The Company has a 401(k) retirement savings plan for all eligible employees who have completed one year of service. Eligible employees have the option to contribute up to 15% of their eligible salary. The Company contributes an amount equal to 25% of the employee contribution, up to a maximum of $400 per employee. 11) Lease Commitments The Company's rental expense, relating primarily to a lease for its office and manufacturing facility, amounted to $393,400 in 1997, $380,300 in 1996, and $359,400 in 1995. At December 31, 1997, minimum annual lease commitments under non-cancelable leases were as follows: 	1998 	$	391,900 		1999	 	405,400 		2000	 	138,900 		Total 	$	936,200 The Company is required to pay property taxes, utilities, and insurance under certain of these leases, some of which provide for renewal options at the end of the initial lease term in the year 2000. 12) Net Income Per Share Basic earnings per share were calculated as follows: Years ended December 31,					1997	 1996	 1995 Net income (loss) 	$	866,000 	$	311,400 	$	(1,858,400) Average 	 	common 	shares 	outstanding 		3,298,311 		3,254,066 	3,102,564	 Earnings 	(loss) 	per share 	$	0.26 	$	0.10 	$	(0.60)		 Basic earnings per share are calculated by dividing net income (loss) by the weighted average number of shares issued and outstanding. Diluted earnings per share were calculated as follows: Years ended December 31,				1997 	1996 	1995 Adjusted Net 	income (loss) 	$	921,700 	$ 311,400	 $(1,858,400)	 Average com- 	mon shares 	outstanding 	3,298,311 	 3,254,066 	3,102,564	 Add: Exercise 	of options re- 	duced by the 	number of 	shares pur- 	chased with 	proceeds	 	186,026 		N/A	 	N/A		 Add: Exercise of 	warrants re- 	duced by the 	number of shares 	purchased with 	proceeds	 	63,173 		N/A	 	N/		 Add: Conversion of 	convertible debt 	into shares 		555,000 Adjusted weighted 	average shares 	outstanding 		4,102,510 		3,254,066 		3,102,564	 Earnings (loss) per 	common share 	assuming full 	dilution 	$ 	0.22 	$ 	0.10 $ 	(0.60)	 13) Licensing Income During 1997, the Company entered into a licensee agreement with a third party in the Far East under which the Company received and recognized license fee income net of foreign income taxes of $90,000. The agreement allows for the licensee to assemble and sell the IceStor(tm) product in certain countries using the Company's technology and design specifications. For the term of the agreement (eight years), the Company is required to provide parts and technical services to the licensee at prices and rates equivalent to normal list prices. 14) Litigation The Company is involved in certain litigation matters. Management believes resolution of these disputes will not have a material adverse effect on the Company's financial condition and results of operation. Report of Independent Auditors To the Board of Directors of FAFCO, Inc. We have audited the consolidated balance sheets of FAFCO, Inc. and its subsidiary as of December 31, 1997 and 1996 and the related consolidated statements of income, retained earnings, and cash flows for the years then ended. 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 audit. The Consolidated Statements of Income, Retained Earnings and Cash Flows for the year ended December 31, 1995 were audited by other auditors whose report dated March 27, 1996 expressed an unqualified opinion on those statements. We conducted our audit 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 audit provides 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 FAFCO, Inc. and its subsidiary as of December 31, 1997 and 1996 and the results of its operations and its cash flows for the years then ended in conformity with generally accepted accounting principles. As discussed in Notes 1 and 2 respectively to the consolidated financial statements, the Company adopted SFAS 128 "Earnings per Share" during the fourth quarter of 1997 and changed its method of accounting for inventories from last-in, first-out (LIFO) to first-in, first-out (FIFO) effective January 1, 1997. Burr, Pilger & Mayer Palo Alto, California March 17, 1998 Summary of Operations Five-Year Summary of Operations (in thousands, except per share data) Year Ended December 31,	 1997 1996 	1995 1994 	1993 Net sales 	$10,552 	$8,869 $7,876 $10,526 $9,352 Income (loss) before income taxes and changes in accounting principles 	$ 	889 	$ 	350 $(1,917)$ 504 $ 254 Provision for income taxes	 	23	 	(37)	 	1	 	49	 	116 Income (loss) before changes in accounting	principles	 	866 	387 		(1,918) 		455 	138 Effect of change in method of accounting	for inventories applied retroactively		 0 		(74)	 	60 		43	 	(2) Cumulative effect of change in method of accounting for income taxes 		717	 Net income (loss) 	$ 	866 	$	311 	$	(1,858)$ 	498 $ 	853 Basic net income (loss) per share before changes in accounting principles $	0.26 	$	0.12	$	(0.62)	$	0.13	$	0.04 Basic net income (loss) per share from 	effect of change in method of accounting 	for inventories applied retroactively		0	 (0.02)	 	0.02	 	0.01 		0	 Basic net income per share from cumulative effect of change in method of accounting for income taxes 	0.22 Basic net income (loss) per share 	$	0.26 	$	0.10	$	(0.60)	$	0.14	$	0.26 Diluted net income (loss) per share	before changes in accounting principles 	$ 0.22 	$	0.12 $(0.62)	$	0.13	$	0.05 Diluted net income (loss) per share from effect of change in method of accounting for inventories applied retroactively 		0	 	(0.02)		0.02	 	0.01	 	0 Diluted net income per share from cumulative effect of change in method of accounting for income taxes 0.19	 Diluted net income (loss) per share 	$	0.22 	$	0.10	$(0.60)	$ 0.14	$	0.24 At December 31,	 1997	 1996* 1995*	 1994* 	1993* Working capital 	$	2,007 	$	1,285	$379 $2,469	$	1,839 Total assets	 	4,437	 	4,345		3,557		5,001	 	4,428		 Long-term obligations 		980 		951	 	680	 	725	 	751 Shareholders' equity 	2,042	 	1,176	 	772		2,628 		2,093		 *Restated for change in accounting principle (see Note 2). Common Stock Data FAFCO, Inc. Common Stock is traded on the over-the-counter market but is not listed on an exchange or quoted on any automated quotation system. The high and low closing bid quotations for each quarter during 1997 and 1996 were as follows: Quarter Ended	 March 31	 June 30	 September 30	 December 31 1997 High 	$0.125 	$0.125 	$0.125 	$0.750 1997 Low 	$0.125 	$0.125 	$0.125 	$0.125 1996 High 	$0.250 	$0.125 	$0.125 	$0.125 1996 Low 	$0.125 	$0.125 	$0.125 	$0.125 The quotations above were provided by the National Quotation Bureau. All quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions. At March 6, 1998, the Company had 710 shareholders of record. FAFCO, Inc. has never paid dividends on its Common Stock and has no plans to do so in the foreseeable future and is prohibited from so doing (see Note 6). Management's Discussion and Analysis This Annual Report to Shareholders contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Actual results could differ materially from those projected in the forward-looking statements as a result of the risk factors set forth below under the heading Factors Affecting Future Results and elsewhere in this Annual Report to Shareholders. 1997 Compared with 1996 Net sales for 1997 increased by 19% from $8,868,600 in 1996 to $10,551,500 in 1997. This increase was due primarily to increased unit sales of the Company's pool panel products, along with increased unit sales of the Company's IceStor(tm) products partially offset by the effect of discontinuance of the company's automated swimming pool controls. Net sales of the Company's pool products were 14.8% higher in 1997 than 1996 due mainly to increased sales of its Revolution model inground pool panels, along with increased sales of its Sunsaver(tm) model inground pool panels and increased sales of its Sunsaver(tm) model aboveground pool panels. These increases were partially offset by the effect of discontinuance of its proprietary line of automated swimming pool controls, which was phased out as of January 1, 1997. Net sales of the Company's IceStor(tm) products were 25.1% higher in 1997 than in 1996 due mainly to increased domestic sales along with higher foreign sales. Pool product sales amounted to 56% of net sales in 1997 compared to 58% of net sales in 1996. IceStor(tm) sales amounted to 44% of net sales in 1997 compared to 42% of net sales in 1996. There were no significant price changes in any of the Company's products during 1997. Cost of goods sold increased in absolute dollars from $5,500,300 in 1996 to $5,956,500 in 1997 while decreasing from 62.0% of net sales in 1996 to 56.5% of net sales in 1997. This decrease as a percent of net sales was due primarily to the fixed costs being allocated over higher sales along with a continued increase of sales of higher margin products in both the pool and the IceStor(tm) lines. Marketing and selling expenses increased in absolute dollars from $1,575,400 in 1996 to $1,770,000 in 1997 while decreasing from 17.8% of net sales in 1996 to 16.8% of net sales in 1997. These decreases as a percent of net sales were due mainly to the increased level of sales experienced in 1997 as compared to 1996. General and administrative expenses increased from $1,286,300 (14.5% of net sales) in 1996 to $1,776,100 (16.8% of net sales) in 1997. These increases were due mainly to increased bad debt write-offs along with bonus and profit-sharing expenses incurred in 1997 which were not incurred in 1996. Research and development expenses increased from $116,000 (1.3% of net sales) in 1996 to $202,800 (1.9% of net sales) in 1997. This increase was due mainly to an increase in the number of projects designed to improve current products and to develop potential new products, along with an increase in personnel to implement those projects. Net interest expense decreased from $169,900 (1.9% of net sales) in 1996 to $128,700 (1.2% of net sales) in 1997. This decrease was due mainly to lower average daily borrowing in 1997 along with lower interest rates. 1996 Compared with 1995 Net sales for 1996 increased by 12.6% from $7,876,100 in 1995 to $8,868,600 in 1996. This increase was due primarily to increased unit sales of the Company's IceStor(tm) and pool panel products. Net sales of the Company's pool products were 5.9% higher in 1996 than in 1995 due mainly to increased sales of its SunSaver(tm) model inground and aboveground pool panels partially offset by decreased sales of its Revolution(tm) model inground pool panels and decreased sales of its proprietary line of automatic controls, which was phased out as of January 1, 1997. Net sales of the Company's IceStor(tm) products were 24.0% higher in 1996 than in 1995 due mainly to increased foreign sales partially offset by decreased domestic sales. The Company believes the decreased domestic sales were due mainly to potential customers' beliefs that lower energy prices in the domestic market place will result from planned deregulation of energy prices. Pool product sales amounted to 58% of net sales in 1996 compared to 62% of net sales in 1995. IceStor(tm) sales amounted to 42% of net sales in 1996 compared to 38% of net sales in 1995. There were no significant price changes in any of the Company's products during 1996. Cost of goods sold decreased from $5,578,000 (70.8% of net sales) in 1995 to $5,500,300 (62.0% of net sales) in 1996. This was due mainly to the fixed costs being allocated over higher sales along with increased sales of higher margin products in both the pool product line and IceStor(tm) product line. Marketing and selling expenses decreased from $2,137,200 (27.1% of net sales) in 1995 to $1,575,400. (17.8% of net sales) in 1996. This decrease is due mainly to reduced promotional expenses for pool products along with reduction in support personnel for IceStor(tm) products. General and administrative expenses decreased from $1,502,000 (19.1% of net sales) in 1995 to $1,286,300 (14.5% of net sales) in 1996. This decrease is due mainly to decreased personnel costs along with decreased legal and accounting expenses. Research and development expenses decreased from $460,100 (5.8% of net sales) in 1995 to $116,000 (1.3% of net sales) in 1996. This decrease was due entirely to the reduction in personnel in late 1995 and the continued low level of personnel in 1996. Net interest expense increased from $95,300 (1.2% of net sales) in 1995 to $169,900 (1.9% of net sales) in 1996. This increase is due primarily to the higher average daily borrowing in 1996 at higher interest rates than in 1995. Seasonality Historically, the Company has experienced lower sales during the first quarter than during other quarters of each year. In addition, sales typically have increased significantly during the second quarter, declined slightly, and then remained relatively constant during the third and fourth quarters, respectively. The Company believes that this pattern derives primarily from the sales of solar heating products. As the Company's product mix shifts to include a larger proportion of other products, such as the thermal energy storage products, the traditional seasonality is being mitigated. Net income is affected by the seasonality of sales as well as by significant marketing and selling expenses typically incurred during the first quarter of each year. These expenses are incurred to develop programs and materials for use throughout the remainder of the year. In 1997 sales and net income experienced their typical seasonality, except that sales of pool panel products in the first quarter were increased as a result of the unusually dry and warm weather in both California and Florida. As a result of the increased sales of pool panel products the traditional first quarter loss was not experienced. The traditional seasonality may be exaccerbated in 1998 because of the effect on sales due to the El Nino weather pattern. In 1996, sales and net income experienced their traditional seasonality, except that sales in the fourth quarter were increased due to sales of IceStor(tm) product. As a result of the ice storage sales, the traditional fourth quarter loss was not experienced. In 1995, sales experienced the traditional seasonality except that the decline in sales in the third and fourth quarters was more pronounced than normal due to weak sales in both pool products and IceStor(tm) during the second half of the year. There were net losses in all four quarters due to sales being below the planned levels in all four quarters. Liquidity and Capital Resources The Company's cash position decreased from $88,200 at 1996 fiscal year end to $46,300 at 1997 fiscal year end, principally due to the repayment of the bank line of credit and the purchase of fixed assets. At December 31, 1997, the Company's net accounts receivable had decreased slightly to $1,833,400 from $1,890,700 at December 31, 1996, primarily as a result of faster collection of accounts receivable partially offset by increased sales in late 1997. At December 31, 1997, the Company's accounts payable and other accrued expenses had decreased to $850,900 from $1,037,800 at December 31, 1996. This decrease is primarily due to faster payment of accounts payable because of cash availability from profits. At December 31, 1997, the Company's inventories had increased to $1,082,900 from $917,400 at December 31, 1996. This increase was due entirely to the buildup of inventories for a specific order that shipped in the first quarter of 1998. As described in Note 2 of the Financial Statements, during 1997 the Company changed its inventory accounting principle from LIFO to FIFO, after discussions with Burr, Pilger and Mayer (the Company's independent auditors) as to the appropriate method. The Company adopted SFAS 109 effective January 1, 1993. This resulted in the recognition of a deferred tax asset, net of valuation allowance, at year-end of $669,100 in 1997 and $649,400 in 1996. The Company believes that it is more likely than not that this asset will be fully realized. This belief is based upon the Company's recent history of profitable operations prior to 1995, its return to profitability in 1996 and 1997, and the Company's expectation that operating results will allow it to realize the net deferred tax asset. However, there can be no assurance that the Company will continue profitability or, if it does, that profits will be sufficient to utilize the net deferred tax asset. At December 31, 1997, the Company's current ratio was 2.42 to 1 compared with 1.58 to 1 at December 31, 1996 and working capital increased over the same period to $2,006,800 from $1,284,700. Total assets exceeded total liabilities by $2,042,300 at December 31, 1997 compared with $1,176,300 at December 31, 1996. The Company believes that its cash flow from operations, together with bank borrowings, will be sufficient to support operations during the next twelve months. The foregoing statement of how long the Company's capital resources are expected to last is a forward-looking statement involving risks and uncertainties, including the amount of the Company's sales and the ability of the Company to control its operating expenses and the need to invest in sales and marketing activities in 1998. However, if sales decline from current levels, additional debt or equity financing may be required. There can be no assurance that financing, if required, would be available on favorable terms or at all or that such financing will not significantly dilute the ownership interests and rights of existing shareholders. The Company has a line of credit, of which none had been utilized and $1,000,000 remained available under the formula applied to net accounts receivable at December 31,1997. This line of credit expires on March 30, 1999. Factors Affecting Future Results During 1997 26.6% of the Company's net sales were to Japan, Taiwan and South Korea. Although the financial crisis in that region of the world has not yet had any noticeable negative effect on the Company's sales, there is no assurance that sales will not be negatively affected if the crisis worsens, or is prolonged. Sales of pool panel products have slowed somewhat in January and February of 1998 due to severe weather conditions in both California and Florida as a consequence of El Nino. However, the Company does not expect that the El Nino weather pattern will significantly affect sales of pool panel products over the long term. However, if this weather pattern becomes more severe and/or lasts into the peak pool panel selling season of March through July, there is no assurance that sales will not be substantially negatively affected. In addition, the effect on a particular quarter's results of operations could be substantial. The Company has reviewed its internal computer systems for year 2000 compliance and is satisfied that all of its internal computer systems are either already year-2000 compliant or can be made year-2000 compliant through simple, inexpensive upgrades. The Company does not expect the costs of achieving full year-2000 compliance to be material. However, there can be no assurance that coding errors or other defects will not be discovered in the future. Export sales are subject to certain controls and restrictions, including tariffs and import duties and are subject to certain risks, including changing regulatory requirements of foreign jurisdictions and transportation delays and interruptions; however, the Company has not experienced any material difficulties in the past relating to such limitations. The financial crisis in Southeast Asia has not had any noticeable negative effecct on sales; however, there is no assurance that sales will not be negatively affected if the crisis worsens or is prolonged. Corporate Directory and Information Board of Directors Freeman A. Ford Chairman of the Board, President, and Chief Executive Officer FAFCO, Inc. William A. Berry* Senior Vice President and Chief Financial Officer Electric Power Research Institute 	a private, nonprofit, research organization 	doing collaborative research for the 	electricity industry. Robert W. Selig, Jr.* President Davis Instruments Corporation 	a manufacturer of marine and weather 	equipment. _________________________ *Audit Committee Member Executive Officers Freeman A. Ford Chairman of the Board, President, and Chief Executive Officer Alex N. Watt Vice President, Finance and Administration, Chief Financial Officer, and Secretary David K. Harris Vice President, Pool Products Transfer Agent and Registrar Continental Stock Transfer & Trust Company 2 Broadway New York, NY 10004 Telephone: (212) 509-4000 Legal Counsel Wilson, Sonsini, Goodrich & Rosati A Professional Corporation 650 Page Mill Road Palo Alto, California 94304 Independent Accountants Burr, Pilger & Mayer A Professional Corporation 261 Hamilton Avenue Palo Alto, California 94301 Form 10-K A copy of the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission, including financial statement schedules but excluding exhibits, is available without charge upon written request to: FAFCO, Inc. 2690 Middlefield Road Redwood City, California 94063-3455 Attention: Alex N. Watt Annual Shareholders' Meeting The Annual Shareholders' Meeting will be held at 3:00 p.m. on May 14, 1998 at FAFCO, Inc., 2690 Middlefield Road, Redwood City, California 94063-3455, Telephone: (650) 363-2690