Nasdaq Aaon 2014
Nasdaq Aaon 2014
Nasdaq Aaon 2014
year of record sales. As the leading manufacturer of innovative high-value heating and
cooling products we are committed to exceeding our customer’s expectations. We are
resolved to deliver the same continued excellence to our stockholders.
COMPANY PROFILE
AAON is engaged in the engineering, manufacturing, marketing and sale of air conditioning and heating equipment consisting
of standard, semi-custom and custom rooftop units, chillers, packaged mechanical rooms, air handling units, makeup air units,
energy recovery units, condensing units and coils. Since the founding of AAON in 1988, AAON has maintained a commitment to
design, develop, manufacture and deliver heating and cooling products to perform beyond all expectations and demonstrate the
value of AAON to our customers.
2014 ANNUAL REPORT
FINANCIAL HIGHLIGHTS
2014 2013 2012 2011 2010
Income Data ($000 except per share data)
Net Sales 356,322 321,140 303,114 266,220 244,552
Gross Profit 108,263 89,792 70,499 46,281 55,188
Operating Income 68,006 55,825 44,234 22,169 32,715
Interest Income 276 221 42 (179) 213
Depreciation 11,553 12,312 13,407 11,397 9,886
Pre-Tax Income 68,246 56,294 44,317 21,513 32,693
Net Income 44,158 37,547 27,449 13,986 21,894
EPS
(Basic)1 0.81 0.68 0.50 0.25 0.39
(Diluted) 1
0.80 0.68 0.49 0.25 0.38
1 = Reflects 3-for-2 stock splits in July 2014, July 2013, and June 2011
2 = (Cash & cash investments + receivables)/current liabilities
PRESIDENT’S LETTER
DEAR STOCKHOLDER,
The Company continued to exhibit excellent
growth in both sales and earnings this past year.
Sales climbed 11.0%, while net income advanced
17.6%, both of which are all-time records.
of Energy) certifications. The new facility will help solidify the chiller with standard features which include double wall rigid
Company’s industry position as a technological leader in the polyurethane foam injected panel construction and micro-
manufacturing of HVAC equipment. Last year the Board of channel air cooled condenser coils. Optional features include
Directors approved plans to build a new laboratory at a cost variable speed scroll compressors, variable speed condenser fans
estimated at $26 million. Construction will begin this year and and variable flow pumping packages.
we expect its completion by 2018.
“The new facility
The three-story 75,000 square foot facility will be both an
acoustical and a performance measuring laboratory. AAON will help solidify
will have the only laboratory in the world that can measure the
supply, return and ambient sound under actual load conditions.
the Company’s
Furthermore, the performance laboratory will measure the industry position as a
efficiency by which energy is converted into heating, cooling or
air movement. technological leader
in the manufacturing of
The new facility will have a witness testing area which will allow
existing and potential customers to view product testing. We HVAC equipment.”
believe that this feature will be an important sales aid for our
manufacturer’s representatives and significantly enhance their In April 2014, the Company pledged to donate a combination of
selling effort. air handling units and cash with a combined value of $1.0 million
to the Tulsa Library Trust.
of air handling business. This new territorial structure will enable the regional sales
managers to more closely interact with the manufacturer’s representatives,
units and cash with a thereby enhancing their knowledge of the Company’s products.
combined value of $1.0 The representative network, which has contributed significantly to
million to the Tulsa the Company’s past growth, is now positioned to embark on a path of
accelerated growth.
Library Trust. Later in
CHANGES TO OUR BOARD OF DIRECTORS
the year AAON pledged The Board of Directors of AAON has nominated Gary D. Fields for
to donate $3.0 million election to the Board at our 2015 Annual Meeting. Until 2012, Mr. Fields,
55 years of age, was the Executive Vice President of Texas AirSystems, a
to “A Gathering Place multi-office sales representative organization based in Dallas, Texas. Texas
AirSystems has been one of the Company’s sales representative for several
for Tulsa”. years. In 2012, Mr. Fields sold his interest in Texas AirSystems and founded
Spring
December Completed Tulsa, Oklahoma, and Fall
Formed AAON Coil Products, Industry introduction of the modular
September Longview, Texas, plant additions yielding a total
Purchase of John Zink Air
a Texas Corporation, as a September exceeding one million square feet. air handler and chiller products.
subsidiary to AAON, Inc. (Nevada) Completed expansion of the
Conditioning Division. and purchased coil making Tulsa facility to 332,000 October
assets of Coils Plus.
square feet. October
Spring AAON listed in Forbes’
AAON purchased, U.S. patent granted to AAON for air conditioner 200 Best Small Companies
renovated and moved into a
September March with energy recovery heat wheel. Expanded rooftop
184,000 square foot plant One-for-four Purchase of property
product line to 230 tons
in Tulsa, Oklahoma. reverse stock with 26,000 square foot Introduced evaporative
split. Retired building adjacent to condensing energy
Introduced a new product
$1,927,000 of
line of rooftop heating and
subordinated
AAON Coil Products April savings feature.
air conditioning units plan in Longview,
debt. AAON received U.S. patent for 3-for-2 stock split.
2-140 tons. Texas. Issued a 10%
Blower Housing assembly.
stock dividend.
January
December November Introduced a desiccant heat
November
Listed on NASDAQ Small Listed on the recovery wheel option available AAON yearly shipments June
Cap—Symbol “AAON.” NASDAQ National on all AAON rooftop units. exceed $100 million. 3-for-2
Market System. Received U.S. patent for stock split.
Summer December Dimpled Heat July
Exchanger Tube.
Became a publicly traded company Purchased 40 acres with AAON added as a
with the reverse acquisition of Diamond Spring 457,000 square foot plan member of the Russell
Head Resources (now “AAON, Inc.”), and 22,000 square foot 2000® Index.
AAON Coil Products purchased, office space located across
a Nevada corporation. renovated and moved into a 110,000 from Tulsa facility.
square foot plant in Longview, Texas.
August
AAON, an October
Oklahoma corporation, AAON, listed in FORBES Magazine’s “Hot
was founded. Shots 200 Up & Comers.”
AAON listed in Forbes’ 200 Best
Small Companies.
2014 ANNUAL REPORT
OUR EMPLOYEES AAON has also broadened its use of equity as a component of
AAON endeavors to attract, motivate and retain talented compensation for a larger number of employees. In so doing,
employees. To accomplish these goals, we use a mixture of AAON believes that it is successfully aligning the goals of the
compensation components, including base salary, incentive pay, employees with those of the stockholders. We incentivize
whether in the form of cash or non-cash awards, and employee employees to help AAON grow through a direct connection
benefits. We strive to provide a non-discriminatory and to their personal wealth. In addition to the value of equity, our
competitive total compensation package that rewards employees employees understand that success for AAON means personal
who aspire for results, commit to continual improvement, save financial benefit to them by virtue of our discretionary quarterly
for the future, take care of their health, and are interested in the profit-sharing plan.
13 14’
payment by 13%. Dealer Design 540 tons
extended to 50,000 cf. the Year -
12’
Award. of capacity. Bronze.
July
Started
production of
August
AAON received U.S. Patent
October
AAON rings opening bell at NASDAQ.
July
AAON products
receive Dealer
11’ 13’
11
12
July
Single Zone
14
December
for Plenum Fan Banding. AAON voted “Most Valuable Product” and Design Awards VAV rooftop
polyurethane
foam-filled
April “Product of the Year” by Consulting-Specifying
from ACHR News. units win
AAON named top Tulsa
area stock value.
double-wall AAON introduces factory engineered Engineer Magazine. Honorable
construction and assembled packaged mechanical October Mention in May
AAON listed in Forbes’ 200 Best AAON listed in
panels for room, which includes a boiler and all ACHR
Small Companies. Forbes’ 200 Best Opening of AAON Parts & Supply Store.
rooftop and Piping and pumping accessories. News Dealer
Small Companies. 3-for-2 stock split.
chiller products Design
using newly June October Competition. AAON increases dividend payment by 25%.
purchased Initiation of a semi-annual cash RN series rooftop unit names 2010 Product of the Year.
manufacturing dividend for AAON shareholders. – Silver by Consulting October December
equipment. – Specifying Engineer Magazine Consulting-Specify- AAON yearly shipments exceed $300 million.
LC series chiller product named 2010 Product of the year. ing Engineer
– Bronze by Consulting magazine awards
– Specifying Engineer Magazine Geothermal RQ July
Series Product of the AAON SB Series Self Contained Unit wins ACHR
Year - Silver. News Dealer Design Award - Gold.
As of December AAON is proud of the broad cultural diversity of its employee base. Over 66% of the
31, 2014, the AAON employee population is comprised of minorities and over 24% are female. At its
facilities in Tulsa, Oklahoma and Longview, Texas, AAON employs people from over 30
Company’s countries worldwide. All employees are provided with equal opportunities to grow and
401(k) plan was succeed without regard to gender, race, ethnicity, national origin, citizenship, disability,
age, veteran status or any other classification protected by law.
the seventh
We value the success of our employees as evidenced by our generous tuition reimbursement
largest holder program, whereby we encourage employees to explore learning opportunities. We also
of AAON stock. provide in-house training and are taking steps to develop and implement a structured
training program designed to identify, train, and promote talent from within. AAON is
This ownership committed to education and promotes continued learning for all employees.
allows We have implemented a performance matrix that is designed to award employees based
employees to upon their performance and impact to AAON. Employees are also evaluated based upon
their adherence to the AAON core values of: integrity, mutual trust and respect; quality;
benefit, along empowerment; and innovation. Through our talent development and succession planning
efforts, we are grooming the next generation of AAON leadership.
with other
stockholders, OUTLOOK
Over the past decade we have made substantial investments in plant and equipment as well
from share as research and development. These expenditures have enabled the Company to develop
some of the most technologically innovative, energy efficient equipment in the HVAC
appreciation industry. This year we will accelerate our capital spending and initiate the construction
and encourages of a state-of-the-art testing laboratory which will further affirm our industry reputation.
longer term
focus on the
success of AAON.
2014 ANNUAL REPORT
Sincerely,
Norman H. Asbjornson
President & CEO
March 27, 2015
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
AAON, INC.
(Exact name of registrant as specified in its charter)
Nevada 87-0448736
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
[ ] Yes [X] No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.
[ ] Yes [X] No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
[X] Yes [ ] No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any,
every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the
preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
[X] Yes [ ] 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]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer
or a smaller reporting company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934).
Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Act.)
[ ] Yes [X] No
The aggregate market value of the common equity held by non-affiliates computed by reference to the closing price of
registrant’s common stock on the last business day of registrant’s most recently completed second quarter June 30,
2014 was $945.0 million.
As of February 23, 2015, registrant had outstanding a total of 54,056,542 shares of its $.004 par value Common Stock.
Portions of registrant's definitive Proxy Statement to be filed in connection with the Annual Meeting of Stockholders
to be held May 19, 2015, are incorporated into Part III.
TABLE OF CONTENTS
Page
Item Number and Caption Number
PART I
1. Business. 1
2. Properties. 7
3. Legal Proceedings. 8
PART II
PART III
PART IV
This Annual Report includes “forward-looking statements” within the meaning of the Private Securities Litigation
Reform Act of 1995. Words such as “expects”, “anticipates”, “intends”, “plans”, “believes”, “seeks”, “estimates”,
“should”, “will”, and variations of such words and similar expressions are intended to identify such forward-looking
statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and
assumptions, which are difficult to predict. Therefore, actual outcomes and results may differ materially from what is
expressed or forecasted in such forward-looking statements. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date on which they are made. We undertake no obligations to
update publicly any forward-looking statements, whether as a result of new information, future events or
otherwise. Important factors that could cause results to differ materially from those in the forward-looking statements
include (1) the timing and extent of changes in raw material and component prices, (2) the effects of fluctuations in the
commercial/industrial new construction market, (3) the timing and extent of changes in interest rates, as well as other
competitive factors during the year, and (4) general economic, market or business conditions.
PART I
Item 1. Business.
AAON, Inc., a Nevada corporation, ("AAON Nevada") was incorporated on August 18, 1987. We have two operating
subsidiaries, AAON, Inc., an Oklahoma corporation, and AAON Coil Products, Inc., a Texas corporation. Unless the
context otherwise requires, references in this Annual Report to “AAON,” the “Company”, “we”, “us”, “our”, or “ours”
refer to AAON Nevada and our subsidiaries.
We are engaged in the manufacture and sale of air conditioning and heating equipment consisting of rooftop units,
chillers, packaged outdoor mechanical rooms, air handling units, makeup air units, energy recovery units, condensing
units, self-contained units and coils.
Our products serve the commercial and industrial new construction and replacement markets. To date, our sales have
been primarily to the domestic market. Foreign sales accounted for approximately $19.9 million, $17.5 million and
$16.2 million of our sales in 2014, 2013 and 2012, respectively.
Our rooftop and condensing unit markets primarily consist of units installed on commercial or industrial structures of
generally less than ten stories in height. Our air handling units, self-contained units, chillers, packaged outdoor
mechanical rooms and coils are applicable to all sizes of commercial and industrial buildings.
The size of these markets is determined primarily by the number of commercial and industrial building completions.
The replacement market consists of products installed to replace existing units/components that are worn or damaged.
Currently, slightly over half of the industry's market consists of replacement units.
The commercial and industrial new construction market is subject to cyclical fluctuations in that it is generally tied to
housing starts, but has a lag factor of six to 18 months. Housing starts, in turn, are affected by such factors as interest
rates, the state of the economy, population growth and the relative age of the population. When new construction is
down, we emphasize the replacement market.
Based on our 2014 level of sales of $356.3 million, we estimate that we have approximately a 13% share of the greater
than five ton rooftop market and a 1-2% share of the less than five ton market. Approximately 55% of our sales were
generated from the renovation and replacement markets and 45% from new construction. The percentage of sales for
new construction vs. replacement to particular customers is related to the customer’s stage of development.
We purchase certain components, fabricate sheet metal and tubing and then assemble and test the finished products.
Our primary finished products consist of a single unit system containing heating and cooling in a self-contained cabinet,
referred to in the industry as "unitary products”. Our other finished products are chillers, packaged outdoor mechanical
rooms, coils, air handling units, condensing units, makeup air units, energy recovery units and self-contained units.
1
We offer three groups of rooftop units: the RQ Series, consisting of five cooling sizes ranging from two to six tons; the
RN Series, offered in 27 cooling sizes ranging from six to 140 tons; and the RL Series, which is offered in 21 cooling
sizes ranging from 45 to 240 tons.
We also offer the SA, SB and M2 Series as indoor packaged, water-cooled or geothermal/water-source heat pump self-
contained units with cooling capacities of three to 70 tons.
We manufacture a LC Series chiller, air-cooled, a LN Series chiller, air-cooled, and a LL Series chiller and packaged
outdoor mechanical room, which are available in both air-cooled condensing and evaporative-cooled configurations,
covering a range of five to 540 tons. BL Series boiler outdoor mechanical rooms are also available with 500-6,000
MBH heating capacity. FZ Series fluid cooler outdoor mechanical rooms are also available with a range of 50 to 450
tons.
We offer four groups of condensing units: the CB Series, two to five tons; the CC Series, two to 63 tons; the CN Series,
55 to 140 tons; and the CL Series, 45 to 230 tons.
Our air handling units consist of the indoor F1, H3 and V3 Series and the modular M2 and M3 Series, as well as air
handling unit configurations of the RQ, RN, RL and SA Series units.
Our energy recovery option applicable to our RQ, RN and RL units, as well as our M2 and M3 Series air handling
units, respond to the U.S. Clean Air Act mandate to increase fresh air in commercial structures. Our products are
designed to compete on the higher quality end of standardized products.
Performance characteristics of our products range in cooling capacity from two to 540 tons and in heating capacity
from 69,000 to 9,000,000 BTUs. All of our products meet the Department of Energy's (“DOE”) minimum efficiency
standards, which define the maximum amount of energy to be used in producing a given amount of cooling. Many of
our units far exceed these minimum standards and are among the highest efficiency units currently available.
A typical commercial building installation requires a ton of air conditioning for every 300-400 square feet or, for a
100,000 square foot building, 250 tons of air conditioning, which can involve multiple units.
Major Customers
No customer accounted for 10% or more of our sales during 2014, 2013 or 2012.
The most important materials we purchase are steel, copper and aluminum, which are obtained from domestic
suppliers. We also purchase from other domestic manufacturers certain components, including compressors, electric
motors and electrical controls used in our products. We attempt to obtain the lowest possible cost in our purchases of
raw materials and components, consistent with meeting specified quality standards. We are not dependent upon any
one source for raw materials or the major components of our manufactured products. By having multiple suppliers, we
believe that we will have adequate sources of supplies to meet our manufacturing requirements for the foreseeable
future.
Sourcing of raw materials may be impacted in the future by the Dodd-Frank Wall Street Reform and Consumer Protection
Act (the "Dodd-Frank Act") that contains provisions to improve transparency and accountability concerning the supply
of certain minerals, known as "conflict minerals", originating from the Democratic Republic of Congo and adjoining
countries. As companies begin implementing the requirements adopted by the Securities and Exchange Commission
("SEC") in response to the provisions in the Dodd-Frank Act, availability of materials that contain conflict minerals
may be affected.
We attempt to limit the impact of price fluctuations on these materials by entering into cancellable and non-cancellable
fixed price contracts with our major suppliers for periods of six to 18 months. We expect to receive delivery of raw
materials from our fixed price contracts for use in our manufacturing operations.
2
Representatives
We employ a sales staff of 33 individuals and utilize approximately 82 independent manufacturer representatives'
organizations (“Representatives”) having 110 offices to market our products in the United States and Canada. We also
have one international sales organization, which utilizes 12 distributors in other countries. Sales are made directly to
the contractor or end user, with shipments being made from our Tulsa, Oklahoma, and Longview, Texas, plants to the
job site.
Our products and sales strategy focuses on niche markets. The targeted markets for our equipment are customers
seeking products of better quality than offered, and/or options not offered, by standardized manufacturers.
To support and service our customers and the ultimate consumer, we provide parts availability through our sales offices.
We also have factory service organizations at each of our plants. Additionally, a number of the Representatives we
utilize have their own service organizations, which, in connection with us, provide the necessary warranty work and/
or normal service to customers.
Warranties
Our product warranty policy is: the earlier of one year from the date of first use or 18 months from date of shipment
for parts only; an additional four years for compressors (if applicable); 15 years on aluminized steel gas-fired heat
exchangers (if applicable); 25 years on stainless steel heat exchangers (if applicable); and ten years on gas-fired heat
exchangers in RL products (if applicable). Our warranty policy for the RQ series covers parts for two years from date
of unit shipment and labor for one year from date of unit shipment.
The Company also sells extended warranties on parts for various lengths of time ranging from six months to ten
years. Revenue for these separately priced warranties is deferred and recognized on a straight-line basis over the
separately priced warranty period.
Our products are engineered for performance, flexibility and serviceability. This has become a critical factor in
competing in the heating, ventilation and air conditioning (“HVAC”) equipment industry. We must continually develop
new and improved products in order to compete effectively and to meet evolving regulatory standards in all of our
major product lines.
All of our Research and Development ("R&D") activities are self-sponsored, rather than customer-sponsored. R&D
activities have involved the RQ, RN and RL (rooftop units), F1, H3, V3, M2 and M3 (air handling units), LC, LN and
LL (chillers), CB, CC and CN (condensing units), SA and SB (self-contained units), FZ (fluid coolers) and BL (boilers),
as well as component evaluation and refinement, development of control systems and new product development. We
incurred research and development expenses of approximately $6.3 million, $5.2 million and $3.6 million in 2014,
2013 and 2012, respectively.
Backlog
Our backlog as of February 1, 2015 was approximately $49.5 million compared to approximately $48.8 million as of
March 1, 2014. The current backlog consists of orders considered by management to be firm and generally are filled
on average within approximately 60 to 90 days after an order is deemed to become firm; however, the orders are subject
to cancellation by the customers.
3
Working Capital Practices
Working capital practices in the industry center on inventories and accounts receivable. Our management regularly
reviews our working capital with a view of maintaining the lowest level consistent with requirements of anticipated
levels of operation. Our greatest needs arise during the months of July - November, the peak season for inventory
(primarily purchased material) and accounts receivable. Our working capital requirements are generally met by cash
flow from operations and a bank revolving credit facility, which currently permits borrowings up to $30 million and
had a zero balance at December 31, 2014. We believe that we will have sufficient funds available to meet our working
capital needs for the foreseeable future.
Seasonality
Sales of our products are moderately seasonal with the peak period being July - November of each year due to timing
of construction projects being directly related to warmer weather.
Competition
In the standardized market, we compete primarily with Lennox International, Inc., Trane (Ingersoll Rand Limited),
York (Johnson Controls Inc.) and Carrier (United Technologies Corporation). All of these competitors are substantially
larger and have greater resources than we do. Our products compete on the basis of total value, quality, function,
serviceability, efficiency, availability of product, product line recognition and acceptability of sales outlet. However,
in new construction where the contractor is the purchasing decision maker, we are often at a competitive disadvantage
because of the emphasis placed on initial cost. In the replacement market and other owner-controlled purchases, we
have a better chance of getting the business since quality and long-term cost are generally taken into account.
Employees
As of February 22, 2015, we employed 1,604 permanent employees. Our employees are not represented by
unions. Management considers its relations with our employees to be good.
We do not consider any patents, trademarks, licenses or concessions to be material to our business operations, other
than patents issued regarding our energy recovery wheel option, blower, gas-fired heat exchanger and evaporative-
cooled condenser de-superheater which have terms of 20 years with expiration dates ranging from 2016 to 2022.
Environmental Matters
Laws concerning the environment that affect or could affect our operations include, among others, the Clean Water
Act, the Clean Air Act, the Resource Conservation and Recovery Act, the Occupational Safety and Health Act, the
National Environmental Policy Act, the Toxic Substances Control Act, regulations promulgated under these Acts, and
any other federal, state or local laws or regulations governing environmental matters. We believe that we are in
compliance with these laws and that future compliance will not materially affect our earnings or competitive position.
Available Information
Our Internet website address is http://www.aaon.com. Our annual reports on Form 10-K, quarterly reports on Form 10-
Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d)
of the Securities Exchange Act of 1934, as amended, will be available free of charge through our Internet website as
soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. The information
on our website is not a part of, or incorporated by reference into, this annual report on Form 10-K.
Copies of any materials we file with the SEC can also be obtained free of charge through the SEC’s website at http://
www.sec.gov, at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549, or by calling the
SEC at 1-800-732-0330.
The following risks and uncertainties may affect our performance and results of operations.
4
Our business can be hurt by economic conditions.
Our business is affected by a number of economic factors, including the level of economic activity in the markets in
which we operate. Sales in the commercial and industrial new construction markets correlate to the number of new
homes and buildings that are built, which in turn is influenced by cyclical factors such as interest rates, inflation,
consumer spending habits, employment rates and other macroeconomic factors over which we have no control. In the
HVAC business, a decline in economic activity as a result of these cyclical or other factors typically results in a decline
in new construction and replacement purchases which could impact our sales volume and profitability.
We may be adversely affected by problems in the availability, or increases in the prices, of raw materials and
components.
Problems in the availability, or increases in the prices, of raw materials or components could depress our sales or
increase the costs of our products. We are dependent upon components purchased from third parties, as well as raw
materials such as steel, copper and aluminum. Occasionally, we enter into cancellable and noncancellable contracts on
terms from six to 18 months for raw materials and components at fixed prices. However, if a key supplier is unable or
unwilling to meet our supply requirements, we could experience supply interruptions or cost increases, either of which
could have an adverse effect on our gross profit.
We risk having losses resulting from the use of non-cancellable fixed price contracts.
Historically, we have attempted to limit the impact of price fluctuations on commodities by entering into non-cancellable
fixed price contracts with our major suppliers for periods of six to 18 months. We expect to receive delivery of raw
materials from our fixed price contracts for use in our manufacturing operations. These fixed price contracts are not
accounted for using hedge accounting since they meet the normal purchases and sales exemption.
Our future success will depend upon our continued investment in research and new product development and our ability
to continue to achieve new technological advances in the HVAC industry. Our inability to continue to successfully
develop and market new products or our inability to implement technological advances on a pace consistent with that
of our competitors could lead to a material adverse effect on our business and results of operations.
We may incur material costs as a result of warranty and product liability claims that would negatively affect
our profitability.
The development, manufacture, sale and use of our products involve a risk of warranty and product liability claims. Our
product liability insurance policies have limits that, if exceeded, may result in material costs that would have an adverse
effect on our future profitability. In addition, warranty claims are not covered by our product liability insurance and
there may be types of product liability claims that are also not covered by our product liability insurance.
We may not be able to compete favorably in the highly competitive HVAC business.
Competition in our various markets could cause us to reduce our prices or lose market share, which could have an
adverse affect on our future financial results. Substantially all of the markets in which we participate are highly
competitive. The most significant competitive factors we face are product reliability, product performance, service and
price, with the relative importance of these factors varying among our product line. Other factors that affect competition
in the HVAC market include the development and application of new technologies and an increasing emphasis on the
development of more efficient HVAC products. Moreover, new product introductions are an important factor in the
market categories in which our products compete. Several of our competitors have greater financial and other resources
than we have, allowing them to invest in more extensive research and development. We may not be able to compete
successfully against current and future competition and current and future competitive pressures faced by us may
materially adversely affect our business and results of operations.
5
The loss of Norman H. Asbjornson could impair the growth of our business.
Norman H. Asbjornson, our founder, has served as our President and Chief Executive Officer from inception to date. He
has provided the leadership and vision for our growth. Although important responsibilities and functions have been
delegated to other highly experienced and capable management personnel, and our products are technologically
advanced and well positioned for sales into the future, his death, disability or retirement could impair the growth of
our business. We do not have an employment agreement with Mr. Asbjornson.
It should be noted, however, that the Board of Directors is in the process of evolving a succession plan relating to Mr.
Asbjornson and the positions currently held by him.
Our business is subject to the risks of interruptions by problems such as computer viruses.
We depend upon information technology infrastructure, including network, hardware and software systems to conduct
our business. Despite our implementation of network and other cyber security measures, our information technology
system and networks could be disrupted or experience a security breach from computer viruses, break-ins and similar
disruptions from unauthorized tampering with our computer systems. Any such event could have a material adverse
effect on our business.
Our future profitability could be adversely affected by current or future environmental laws. We are subject to extensive
and changing federal, state and local laws and regulations designed to protect the environment in the United States and
in other parts of the world. These laws and regulations could impose liability for remediation costs and result in civil
or criminal penalties in case of non-compliance. Compliance with environmental laws increases our costs of doing
business. Because these laws are subject to frequent change, we are unable to predict the future costs resulting from
environmental compliance.
We always face the possibility of new governmental regulations which could have a substantial or even extreme negative
effect on our operations and profitability. Negotiations during the summer of 2013 mitigated some of the negative
effects of the Department of Energy Final Rule, Regulatory Identification No. 1904-AC23, published on March 7, 2011.
However, some additional testing and listing requirements are still in place and will be phased in.
In addition, several other intrusive component part governmental regulations are in process. If these proposals become
final rules, the effect would be the regulation of compressors and fans in products for which the DOE does not have
current authority. This could affect equipment we currently manufacture and could have an impact on our product
design, operations and profitability.
The Dodd-Frank Wall Street Reform and Consumer Protection Act contains provisions to improve transparency and
accountability concerning the supply of certain minerals, known as "conflict minerals", originating from the Democratic
Republic of Congo and adjoining countries. As a result, in August 2012, the SEC adopted annual disclosure and reporting
requirements for those companies who use conflict minerals in their products. Accordingly, we began our reasonable
country of origin inquiries in fiscal year 2013, with initial disclosure requirements beginning in May 2014. There are
costs associated with complying with these disclosure requirements, including for due diligence to determine the sources
of conflict minerals used in our products and other potential changes to products, processes or sources of supply as a
consequence of such verification activities. The implementation of these rules could adversely affect the sourcing,
supply and pricing of materials used in our products. As there may be only a limited number of suppliers offering
“conflict free” conflict minerals, we cannot be sure that we will be able to obtain necessary conflict minerals from such
suppliers in sufficient quantities or at competitive prices. Also, we may face reputational challenges if we determine
that certain of our products contain minerals not determined to be conflict free or if we are unable to sufficiently verify
the origins for all conflict minerals used in our products through the procedures we may implement.
6
We are subject to adverse changes in tax laws.
Our tax expense or benefits could be adversely affected by changes in tax provisions, unfavorable findings in tax
examinations or differing interpretations by tax authorities. We are unable to estimate the impact that current and future
tax proposals and tax laws could have on our results of operations. We are currently subject to state and local tax
examinations for which we do not expect any major assessments.
We are subject to international regulations that could adversely affect our business and results of operations.
Due to our use of representatives in foreign markets, we are subject to many laws governing international relations,
including those that prohibit improper payments to government officials and commercial customers, and restrict where
we can do business, what information or products we can supply to certain countries and what information we can
provide to a non-U.S. government, including but not limited to the Foreign Corrupt Practices Act, U.K. Bribery Act
and the U.S. Export Administration Act. Violations of these laws, which are complex, may result in criminal penalties
or sanctions that could have a material adverse effect on our business, financial condition and results of operations.
Operations may be affected by natural disasters, especially since most of our operations are performed at a
single location.
Natural disasters such as tornadoes and ice storms, as well as accidents, acts of terror, infection and other factors beyond
our control could adversely affect our operations. Especially, as our facilities are in areas where tornadoes are likely
to occur, and the majority of our operations are at our Tulsa facilities, the effects of natural disasters and other events
could damage our facilities and equipment and force a temporary halt to manufacturing and other operations, and such
events could consequently cause severe damage to our business. We maintain insurance against these sorts of events;
however, this is not guaranteed to cover all the losses and damages incurred.
If we are unable to hire, develop or retain employees, it could have an adverse effect on our business.
We compete to hire new employees and then seek to train them to develop their skills. We may not be able to successfully
recruit, develop and retain the personnel we need. Unplanned turnover or failure to hire and retain a diverse, skilled
workforce, could increase our operating costs and adversely affect our results of operations.
We self-insure for employee health insurance and workers’ compensation insurance coverage up to a predetermined
level, beyond which we maintain stop-loss insurance from a third-party insurer for claims over $200,000 and $770,000
for employee health insurance claims and workers' compensation insurance claims, respectively. Our aggregate exposure
varies from year to year based upon the number of participants in our insurance plans. We estimate our self-insurance
liabilities using an analysis provided by our claims administrator and our historical claims experience. Our accruals
for insurance reserves reflect these estimates and other management judgments, which are subject to a high degree of
variability. If the number or severity of claims for which we self-insure increases, it could cause a material and adverse
change to our reserves for self-insurance liabilities, as well as to our earnings.
None.
Item 2. Properties.
As of December 31, 2014, we own all of our facilities, consisting of approximately 1.55 million square feet of space
for office, manufacturing, warehouse, assembly operations and parts sales in Tulsa, Oklahoma, and Longview, Texas. We
believe that our facilities are well maintained and are in good condition and suitable for the conduct of our business.
Our plant and office facilities in Tulsa, Oklahoma, consist of a 342,000 sq. ft. building (327,000 sq. ft. of manufacturing/
warehouse space and 15,000 sq. ft. of office space) located on a 12-acre tract of land at 2425 South Yukon Avenue, and
a 940,000 sq. ft. manufacturing/warehouse building and a 70,000 sq. ft. office building located on an approximately
78-acre tract of land across the street from the original facility (2440 South Yukon Avenue) (the "Tulsa facilities").
7
Our manufacturing area is in heavy industrial type buildings, with some coverage by bridge cranes, containing
manufacturing equipment designed for sheet metal fabrication and metal stamping. The manufacturing equipment
contained in the facilities consists primarily of automated sheet metal fabrication equipment, supplemented by
presses. Assembly lines consist of seven cart-type conveyor lines with variable line speed adjustment, which are motor
driven. Subassembly areas and production line manning are based upon line speed.
Our operations in Longview, Texas, are conducted in a plant/office building at 203-207 Gum Springs Road, containing
263,000 sq. ft. on 33.0 acres. The manufacturing area (approximately 256,000 sq. ft.) is located in three 120-foot wide
sheet metal buildings connected by an adjoining structure. The remaining 7,000 square feet are utilized as office
space. The facility is built for light industrial manufacturing.
We are not a party to any pending legal proceeding which management believes is likely to result in a material liability
and no such action has been threatened against us, or, to the best of our knowledge, is contemplated.
Not applicable.
PART II
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities.
Our common stock is quoted on the NASDAQ Global Select Market under the symbol "AAON". The table below
summarizes the intraday high and low reported sale prices for our common stock for the past two fiscal years. As of
the close of business on February 23, 2015, there were 1,147 holders of record of our common stock.
At the discretion of the Board of Directors we pay semi-annual cash dividends. Board approval is required to determine
the date of declaration and amount for each semi-annual dividend payment. Future cash dividends will be dependent
on cash flows and results of operations.
We declared dividends to shareholders of record at the close of business on June 11, 2012, which were paid on July 2,
2012. At a meeting of the Board of Directors on November 7, 2012, the Board declared a regular semi-annual cash
dividend of $0.05 per share, and, in view of our strong financial position, the Board also declared a one-time special
cash dividend of $0.05 per share. Both dividends were paid to shareholders of record at the close of business on
December 3, 2012 and paid on December 24, 2012.
On May 21, 2013, we declared a three-for-two stock split of the Company's common stock to be paid in the form of
a stock dividend on July 2, 2013. Stockholders of record at the close of business on June 13, 2013 received one
additional share for every two shares they held as of that date. All share and per share information has been updated
to reflect the effects of this stock split. In addition, on May 21, 2013, we approved a semi-annual cash dividend of
8
$0.06 per share, post split, to the holders of our outstanding Common Stock as of the close of business on June 13,
2013, the record date. Those dividends were paid on July 2, 2013.
We declared a regular semi-annual cash dividend of $0.07 per share on November 6, 2013. The dividends were payable
to shareholders of record at the close of business on December 2, 2013, the record date, and were paid on December 23,
2013.
On May 2, 2014, we declared a regular semi-annual cash dividend of $0.09 per share, to stockholders of record at the
close of business on June 12, 2014, the record date. Those dividends were paid on July 1, 2014.
On June 5, 2014, we declared a three-for-two stock split of the Company's common stock to be paid in the form of a
stock dividend on July 16, 2014. Stockholders of record at the close of business on June 27, 2014 received one additional
share for every two shares they held as of that date. All share and per share information has been updated to reflect the
effects of this stock split.
At a meeting of the Board of Directors on November 4, 2014, the Board declared a regular semi-annual cash dividend
of $0.09 per share. The dividends were payable to shareholders of record at the close of business on December 2, 2014,
the record date, and were paid on December 23, 2014.
The following is a summary of our share-based compensation plans as of December 31, 2014:
(c)
(a) Number of securities remaining
Number of securities to be (b) available for future issuance
issued upon exercise of Weighted-average exercise under equity compensation
outstanding options, warrants price of outstanding options, plans (excluding securities
Plan category and rights warrants and rights reflected in column (a))
9
Comparative Stock Performance Graph
The following performance graph compares our cumulative total shareholder return, the NASDAQ Composite and a
peer group of U.S. industrial manufacturing companies in the air conditioning, ventilation, and heating exchange
equipment markets from December 31, 2009 through December 31, 2014. The graph assumes that $100 was invested
at the close of trading December 31, 2009, with reinvestment of dividends. Our peer group includes Lennox International,
Inc., Ingersoll Rand Limited, Johnson Controls Inc., and United Technologies Corporation. This table is not intended
to forecast future performance of our Common Stock.
This stock performance Graph is not deemed to be “soliciting material” or otherwise be considered to be “filed” with
the SEC or subject to Regulation 14A or 14C under the Securities Exchange Act of 1934 (Exchange Act) or to the
liabilities of Section 18 of the Exchange Act, and should not be deemed to be incorporated by reference into any filing
under the Securities Act of 1933 or the Exchange Act, except to the extent the Company specifically incorporates it by
reference into such a filing.
10
Item 6. Selected Financial Data.
The following selected financial data should be read in conjunction with our Consolidated Financial Statements and
Notes thereto included under Item 8 of this report and "Management's Discussion and Analysis of Financial Condition
and Results of Operations" contained in Item 7.
December 31,
Financial Position at End of
Fiscal Year: 2014 2013 2012 2011 2010
(in thousands)
Working capital $ 88,370 $ 77,294 $ 51,921 $ 45,700 $ 55,502
Total assets 233,117 215,444 193,493 178,981 160,277
Long-term and current debt — — — 4,575 —
Total stockholders’ equity 174,059 164,106 138,136 122,504 116,739
EBITDAX
EBITDAX (as defined below) is presented herein and reconciled from the GAAP measure of net income because of
its wide acceptance by the investment community as a financial indicator of a company's ability to internally fund
operations.
The Company defines EBITDAX as net income, plus (1) depreciation, (2) amortization of bond premiums, (3) share-
based compensation, (4) interest (income) expense and (5) income tax expense. EBITDAX is not a measure of net
income or cash flows as determined by GAAP.
The Company’s EBITDAX measure provides additional information which may be used to better understand the
Company’s operations. EBITDAX is one of several metrics that the Company uses as a supplemental financial
measurement in the evaluation of its business and should not be considered as an alternative to, or more meaningful
than, net income, as an indicator of operating performance. Certain items excluded from EBITDAX are significant
components in understanding and assessing a company's financial performance. EBITDAX, as used by the Company,
may not be comparable to similarly titled measures reported by other companies. The Company believes that EBITDAX
11
is a widely followed measure of operating performance and is one of many metrics used by the Company’s management
team, and by other users of the Company’s consolidated financial statements.
The following table provides a reconciliation of net income (GAAP) to EBITDAX (non-GAAP) for the periods
indicated:
December 31,
2014 2013 2012 2011 2010
(in thousands)
Net Income, a GAAP measure $ 44,158 $ 37,547 $ 27,449 $ 13,986 $ 21,894
Depreciation 11,553 12,312 13,407 11,397 9,886
Amortization of bond premiums 688 790 155 156 379
Share-based compensation 2,178 1,763 1,294 680 791
Interest (income) expense (276) (221) (42) 179 (213)
Income tax expense 24,088 18,747 16,868 7,527 10,799
EBITDAX, a non-GAAP measure $ 82,389 $ 70,938 $ 59,131 $ 33,925 $ 43,536
The Company defines Adjusted Net Income and the related per share amount as (1) net income, plus (2) non-recurring
donations, less (3) the impact on profit sharing expense from the non-recurring donations and (4) the impact on income
tax expense from the non-recurring donations. These measures provide additional information which may be used to
better understand the Company’s operations.
The following tables provide a reconciliation of net income and earnings per share-diluted (GAAP) to adjusted net
income and adjusted earnings per share-diluted (non-GAAP) for the periods indicated:
December 31,
2014 2013 2012 2011 2010
(in thousands except per share data)
Net Income, a GAAP measure $ 44,158 $ 37,547 $ 27,449 $ 13,986 $ 21,894
Non-recurring donations 3,862 — — — —
Profit-sharing (386) — — — —
Income tax expense (1,227) — — — —
Adjusted Net Income, a non-GAAP
measure $ 46,407 $ 37,547 $ 27,449 $ 13,986 $ 21,894
12
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.
Overview
We engineer, manufacture and market air conditioning and heating equipment consisting of rooftop units, chillers,
packaged outdoor mechanical rooms, air handling units, makeup air units, energy recovery units, condensing units,
self-contained units and coils. These products are marketed and sold to retail, manufacturing, educational, lodging,
supermarket, medical and other commercial industries. We market our products to all 50 states in the United States and
certain provinces in Canada.
Our business can be affected by a number of economic factors, including the level of economic activity in the markets
in which we operate. The recent uncertainty of the economy has negatively impacted the commercial and industrial
new construction markets. A further decline in economic activity could result in a decrease in our sales volume and
profitability. Sales in the commercial and industrial new construction markets correlate closely to the number of new
homes and buildings that are built, which in turn is influenced by cyclical factors such as interest rates, inflation,
consumer spending habits, employment rates and other macroeconomic factors over which we have no control.
We sell our products to property owners and contractors through a network of manufacturers’ representatives and our
internal sales force. The demand for our products is influenced by national and regional economic and demographic
factors. The commercial and industrial new construction market is subject to cyclical fluctuations in that it is generally
tied to housing starts, but has a lag factor of six to 18 months. Housing starts, in turn, are affected by such factors as
interest rates, the state of the economy, population growth and the relative age of the population. When new construction
is down, we emphasize the replacement market. The new construction market in 2014 continued to be unpredictable
and uneven. Thus, throughout the year, we emphasized promotion of the benefits of AAON equipment to property
owners in the replacement market.
The principal components of cost of goods sold are labor, raw materials, component costs, factory overhead, freight
and engineering expense. The principal high volume raw materials used in our manufacturing processes are steel, copper
and aluminum and are obtained from domestic suppliers. We also purchase from domestic manufacturers certain
components, including compressors, motors and electrical controls.
The price levels of our raw materials have remained relatively consistent the past few years, but the market continues
to be volatile and unpredictable as a result of the uncertainty related to the U.S. economy and a weakening global
economy. For the year ended December 31, 2014, the price for copper decreased approximately 5.1% from a year ago,
while the prices for galvanized steel, stainless steel, and aluminum increased 2.2%, 3.4% and 8.6%, respectively, from
a year ago. For the year ended December 31, 2013, prices for copper, galvanized steel, stainless steel, and aluminum
decreased approximately 3.4%, 4.2%, 14.1% and 6.8%, respectively, from 2012.
In 2011, we began using an all aluminum microchannel condenser coil on our small rooftop unit product line, and in
2013, we began using this condenser coil in our new large rooftop product line as well. The condenser coil is the outdoor
coil of a conventional air conditioning system. We expect to be using this type of condenser coil throughout the complete
rooftop unit product line. This will reduce our copper tube usage in this component of the product, however, copper
will remain a high volume raw material because of its use throughout the equipment.
We attempt to limit the impact of price fluctuations on these materials by entering into cancellable and non-cancellable
fixed price contracts with our major suppliers for periods of six to 18 months. We expect to receive delivery of raw
materials from our fixed price contracts for use in our manufacturing operations.
The following are highlights of our results of operations, cash flows, and financial condition:
• We made $4.2 million in charitable donations in 2014, with $2.9 million of that occurring in the three months
ended September 30, 2014.
• We paid $16.1 million in capital expenditures in 2014, a increase of $7.1 million from the $9.0 million in
2013 to increase our production capacity and efficiency.
• We paid cash dividends of $9.7 million in 2014 compared to $7.4 million in 2013.
13
• We reinstated open market repurchases, repurchasing approximately 1.0 million shares for $20.0 million
from the open market in the last six months of 2014.
Results of Operations
Year Ended December 31, 2014 vs. Year Ended December 31, 2013
Net Sales
The increase in net sales was the result of the favorable reception to our new products and favorable market share.
Because of our wide product mix and flexibility of features within each product, overall net sales increased approximately
11.0%. We estimate that approximately 5.5% of the net sales increase was a related to increases in the average sales
price due to changes in product mix and price increases and the other 3.9% was related to increased unit sales.
Cost of Sales
The principal components of cost of sales are labor, raw materials, component costs, factory overhead, freight out and
engineering expense. The principal high volume raw materials used in our manufacturing processes are steel, copper
and aluminum, which are obtained from domestic suppliers. The improvement in gross profit is primarily due to
efficiencies gained from our investment in equipment.
Twelve month average raw material cost per pound as of December 31:
14
Years Ending December 31,
2014 2013 % Change
The increase in SG&A is primarily due to an additional $4.0 million in charitable donations, higher profit sharing
expense as a result of higher operating income before income taxes and increased compensation costs in 2014. These
increases were offset by a decrease in warranty expense as a result of improvements in quality control.
Income Taxes
The income tax provision for 2013 reflected benefits related to the R&D Credit and the Indian Employment Credit of
approximately $0.9 million for tax years 2013 and 2012. These federal credits were retroactively reinstated on January
2, 2013, with the enactment of the American Taxpayer Relief Act of 2012 ("ATRA").
15
Year Ended December 31, 2013 vs. Year Ended December 31, 2012
Net Sales
The increase in net sales was the result of the favorable reception to our new products and increased market share,
along with 3-4% price increases introduced during the year. Because of our wide product mix and flexibility of features
within each product, overall net sales increased approximately 6%. We estimate that approximately 3% of the net sale
increase was related to the price increases during the year and the other 3% was related to increased unit sales.
Cost of Sales
The principal components of cost of sales are labor, raw materials, component costs, factory overhead, freight out and
engineering expense. The principal high volume raw materials used in our manufacturing processes are steel, copper
and aluminum, which are obtained from domestic suppliers.
Twelve month average raw material cost per pound as of December 31:
16
Selling, General and Administrative Expenses
The increase in SG&A is primarily due to higher profit sharing expense as a result of higher operating income before
income taxes and higher employee salaries as a result of salary pay increases and additional headcount. In addition,
warranty expenses increased due to higher sales and claims in 2013 compared to 2012.
Income Taxes
The income tax provision for 2013 reflected benefits related to the R&D Credit and the Indian Employment Credit of
approximately $0.9 million for tax years 2013 and 2012. These federal credits were retroactively reinstated on January
2, 2013, with the enactment of the American Taxpayer Relief Act of 2012 ("ATRA"). No R&D Credit or Indian
Employment Credit benefits were recorded in the income tax provision for 2012. The Company also had a change in
estimate related to the recoverability of certain 2012 tax credits that was recorded in the first quarter of 2013 for
approximately $0.6 million, causing our effective tax rate to be lower than expected. This change in estimate was the
result of additional and better information. In addition, our domestic manufacturing deduction for 2013 increased
approximately $0.7 million compared to 2012.
Our working capital and capital expenditure requirements are generally met through net cash provided by operations
and the occasional use of the revolving bank line of credit based on our current liquidity at the time.
Our cash and cash equivalents increased $9.9 million from December 31, 2013 to December 31, 2014. As of
December 31, 2014, we had $22.0 million in cash and cash equivalents.
As of December 31, 2014, we had certificates of deposit of $11.4 million and investments held to maturity at
amortized cost of $16.0 million. These certificates of deposit had maturity dates of less than one month to
approximately 19 months. The investments held to maturity at amortized cost had maturity dates of less than one
month to approximately 19 months.
17
On July 25, 2014 we renewed the line of credit with BOKF, NA dba Bank of Oklahoma, formerly known as Bank of
Oklahoma, N.A. ("Bank of Oklahoma"). The revolving line of credit matures on July 27, 2016. We expect to renew
our line of credit in July 2016 with favorable terms as we do not anticipate a tightening of funds in the financial
markets. Under the line of credit, there was one standby letter of credit of $0.8 million as of December 31, 2014. At
December 31, 2014 we have $29.2 million of borrowings available under the revolving credit facility. No fees are
associated with the unused portion of the committed amount.
As of December 31, 2014 and 2013, there were no outstanding balances under the revolving credit facility. Interest on
borrowings is payable monthly at LIBOR plus 2.5%. The weighted average interest rate was 2.7% for the years ended
December 31, 2014 and 2013, respectively.
At December 31, 2014, we were in compliance with all of the covenants under the revolving credit facility. We are
obligated to comply with certain financial covenants under the revolving credit facility. These covenants require that
we meet certain parameters related to our tangible net worth, total liabilities to tangible net worth ratio and working
capital. At December 31, 2014, our tangible net worth was $175.7 million, which meets the requirement of being at or
above $95.0 million. Our total liabilities to tangible net worth ratio was 0.3 to 1.0 which meets the requirement of not
being above 2 to 1. Our working capital was $88.4 million, which meets the requirement of being at or above $40.0
million.
We repurchased shares of stock from the open market, from employees’ 401(k) savings investment plan, option exercises
of our directors and officers and vested restricted stock from employees, directors and officers in the amount of $29.3
million for 1.5 million shares, $8.2 million for 0.6 million shares and $6.7 million for 0.8 million shares in 2014, 2013
and 2012, respectively. We repurchased the shares at current market prices. Prior year share amounts have been adjusted
for the three-for-two stock split effective July 16, 2014.
For the years ended December 31, 2014, 2013 and 2012 we paid cash dividends of $9.7 million, $7.4 million and $8.8
million, respectively.
Based on historical performance and current expectations, we believe our cash and cash equivalents balance, the
projected cash flows generated from our operations, our existing committed revolving credit facility (or comparable
financing) and our expected ability to access capital markets will satisfy our working capital needs, capital
expenditures and other liquidity requirements associated with our operations in 2015 and the foreseeable future.
18
Statement of Cash Flows
The table below reflects a summary of our net cash flows provided by operating activities, net cash flows used in
investing activities, and net cash flows used in financing activities for the years indicated.
2014 2013 2012
(in thousands)
Operating Activities
Net Income $ 44,158 $ 37,547 $ 27,449
Income statement adjustments, net 10,915 12,892 12,350
Changes in assets and liabilities:
Accounts receivable (5,007) 4,662 (9,646)
Income tax receivable (257) 464 9,715
Inventories (5,613) 231 2,271
Prepaid expenses and other (305) 436 (17)
Accounts payable 3,512 (5,197) 2,461
Deferred revenue 782 615 —
Accrued liabilities 4,094 1,942 6,584
Net cash provided by operating activities 52,279 53,592 51,167
Investing Activities
Capital expenditures (16,127) (9,041) (14,147)
Purchases of investments (16,820) (31,383) (18,194)
Maturities of investments and proceeds from called investments 26,536 8,937 1,926
Other 382 161 80
Net cash used in investing activities (6,029) (31,326) (30,335)
Financing Activities
(Payments) borrowings under revolving credit facility, net — — (4,575)
Stock options exercised and excess tax benefits from stock options
exercised and restricted stock awards vested 2,557 2,310 2,389
Repurchase of stock (29,284) (8,222) (6,660)
Cash dividends paid to stockholders (9,656) (7,428) (8,840)
Net cash used in financing activities $ (36,383) $ (13,340) $ (17,686)
Cash flows from operating activities has remained relatively consistent in 2014 with 2013 and 2012.
Capital expenditures increased in 2014 as compared to 2013 and were primarily related to investments in additional
land and manufacturing and production equipment to support our growth and improve efficiencies. The Company has
purchased two additional Salvagninis for each of its Longview and Tulsa facilities to increase sheet metal production
and capacity.
The capital expenditure program for 2015 is estimated to be approximately $22.0 million. Many of these projects are
subject to review and cancellation at the discretion of our CEO and Board of Directors without incurring substantial
charges.
Investment purchase activity declined in 2014, with maturities of investments utilized to fund our buyback activity.
19
Cash Flows from Financing Activities
We continued to increase our buyback activity in 2014 compared to prior years, to include approximately $20.0 million
in open market repurchases in 2014.
We are not party to any off-balance sheet arrangements that have or are reasonably likely to have a material current or
future effect on our financial condition, changes in financial condition, revenues, expenses, results of operations,
liquidity, capital expenditures or capital resources.
Contingencies
We are subject to various claims and legal actions that arise in the ordinary course of business. We closely monitor
these claims and legal actions and frequently consult with our legal counsel to determine whether they may, when
resolved, have a material adverse effect on our financial position, results of operations or cash flows and we accrue
and/or disclose loss contingencies as appropriate. We have concluded that the likelihood is remote that the ultimate
resolution of any pending litigation or claims will be material or have a material adverse effect on the Company's
business, financial position, results of operations or cash flows.
The preparation of financial statements in conformity with accounting principles generally accepted in the United States
of America (“US GAAP”) requires management to make estimates and assumptions about future events, and apply
judgments that affect the reported amounts of assets, liabilities, revenue and expenses in our consolidated financial
statements and related notes. We base our estimates, assumptions and judgments on historical experience, current trends
and other factors believed to be relevant at the time our consolidated financial statements are prepared. However,
because future events and their effects cannot be determined with certainty, actual results could differ from our estimates
and assumptions, and such differences could be material. We believe the following critical accounting policies affect
our more significant estimates, assumptions and judgments used in the preparation of our consolidated financial
statements.
Inventory Reserves – We establish a reserve for inventories based on the change in inventory requirements due to
product line changes, the feasibility of using obsolete parts for upgraded part substitutions, the required parts needed
for part supply sales, replacement parts and for estimated shrinkage.
Warranty – A provision is made for estimated warranty costs at the time the product is shipped and revenue is recognized.
The warranty period is: the earlier of one year from the date of first use or 18 months from date of shipment for parts
only; an additional four years on compressors (if applicable); 15 years on aluminized steel gas-fired heat exchangers
(if applicable); 25 years on stainless steel heat exchangers (if applicable); and 10 years on gas-fired heat exchangers
in RL products (if applicable). With the introduction of the RQ product line in 2010, our warranty policy for the RQ
series was implemented to cover parts for two years from date of unit shipment and labor for one year from date of
unit shipment. Warranty expense is estimated based on the warranty period, historical warranty trends and associated
costs, and any known identifiable warranty issue.
Due to the absence of warranty history on new products, an additional provision may be made for such products. Our
estimated future warranty cost is subject to adjustment from time to time depending on changes in actual warranty
trends and cost experience. Should actual claim rates differ from our estimates, revisions to the estimated product
warranty liability would be required.
20
Stock Compensation – We measure and recognize compensation expense for all share-based payment awards made to
our employees and directors, including stock options and restricted stock awards, based on their fair values at the time
of grant. Compensation expense, net of estimated forfeitures, is recognized on a straight-line basis during the service
period of the related share-based compensation award. Forfeitures are estimated based on the Company's historical
experience. The fair value of each option award and restricted stock award is estimated on the date of grant using the
Black-Scholes-Merton option pricing model. The use of the Black-Scholes-Merton option valuation model requires
the input of subjective assumptions such as: the expected volatility, the expected term of the options granted, expected
dividend yield, and the risk-free rate.
Changes to U.S. GAAP are established by the Financial Accounting Standards Board ("FASB") in the form of accounting
standards updates ("ASUs") to the FASB's Accounting Standards Codification.
We consider the applicability and impact of all ASUs. ASUs not listed below were assessed and determined to be either
not applicable or are expected to have minimal impact on our consolidated financial statements and notes thereto.
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers, which requires an entity to
recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to
customers. The ASU will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective.
The new standard is effective for us on January 1, 2017. Early application is not permitted. The standard permits the
use of either the retrospective or cumulative effect transition method. We do not expect ASU 2014-09 will have a
material effect on our consolidated financial statements and notes thereto.
We are exposed to volatility in the prices of commodities used in some of our products and, occasionally, we use fixed
price cancellable and non-cancellable contracts with our major suppliers for periods of six to 18 months to manage this
exposure.
Page
Report of Independent Registered Public Accounting Firm 22
Consolidated Balance Sheets 23
Consolidated Statements of Income 24
Consolidated Statements of Stockholders’ Equity 25
Consolidated Statements of Cash Flows 26
Notes to Consolidated Financial Statements 27
21
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We have audited the accompanying consolidated balance sheets of AAON, Inc. (a Nevada corporation) and subsidiaries
(the “Company”) as of December 31, 2014 and 2013, and the related consolidated statements of income, stockholders’
equity, and cash flows for each of the three years in the period ended December 31, 2014. 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 the standards of the Public Company Accounting Oversight Board (United
States). 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 consolidated financial statements referred to above present fairly, in all material respects, the financial
position of AAON, Inc. and subsidiaries as of December 31, 2014 and 2013, and the results of their operations and
their cash flows for each of the three years in the period ended December 31, 2014, in conformity with accounting
principles generally accepted in the United States of America.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States), the Company’s internal control over financial reporting as of December 31, 2014, based on criteria established
in the 2013 Internal Control–Integrated Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission (COSO), and our report dated February 27, 2015, expressed an unqualified opinion.
22
AAON, Inc. and Subsidiaries
Consolidated Balance Sheets
December 31,
2014 2013
(in thousands, except share and
Assets per share data)
Current assets:
Cash and cash equivalents $ 21,952 $ 12,085
Certificates of deposit 6,098 8,110
Investments held to maturity at amortized cost 11,972 16,040
Accounts receivable, net 44,092 39,063
Income tax receivable 2,569 1,073
Note receivable 30 29
Inventories, net 37,618 32,140
Prepaid expenses and other 609 304
Deferred tax assets 6,143 4,779
Total current assets 131,083 113,623
Property, plant and equipment:
Land 2,233 1,417
Buildings 64,938 61,821
Machinery and equipment 127,968 119,439
Furniture and fixtures 10,388 9,748
Total property, plant and equipment 205,527 192,425
Less: Accumulated depreciation 113,605 105,142
Property, plant and equipment, net 91,922 87,283
Certificates of deposit 5,280 2,638
Investments held to maturity at amortized cost 4,015 10,981
Note receivable, long-term 817 919
Total assets $ 233,117 $ 215,444
The accompanying notes are an integral part of these consolidated financial statements.
24
AAON, Inc. and Subsidiaries
Consolidated Statements of Stockholders' Equity
The accompanying notes are an integral part of these consolidated financial statements.
25
AAON, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
Years Ending December 31,
2014 2013 2012
Operating Activities (in thousands)
Net income $ 44,158 $ 37,547 $ 27,449
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation 11,553 12,312 13,407
Amortization of bond premiums 688 790 155
Provision for losses on accounts receivable, net of adjustments (22) 141 (83)
Provision for excess and obsolete inventories 135 243 63
Share-based compensation 2,178 1,763 1,294
Excess tax benefits from stock options exercised and restricted stock awards
vested (1,239) (843) (393)
(Gain) loss on disposition of assets (305) (22) 4
Foreign currency transaction loss (gain) 74 67 (27)
Interest income on note receivable (36) (40) (42)
Deferred income taxes (2,111) (1,594) (2,028)
Write-off of note receivable — 75 —
Changes in assets and liabilities:
Accounts receivable (5,007) 4,662 (9,646)
Income tax receivable (257) 464 9,715
Inventories (5,613) 231 2,271
Prepaid expenses and other (305) 436 (17)
Accounts payable 3,512 (5,197) 2,461
Deferred revenue 782 615 —
Accrued liabilities 4,094 1,942 6,584
Net cash provided by operating activities 52,279 53,592 51,167
Investing Activities
Capital expenditures (16,127) (9,041) (14,147)
Proceeds from sale of property, plant and equipment 319 92 11
Investment in certificates of deposits (9,940) (9,108) (6,540)
Maturities of certificates of deposits 9,310 3,600 1,300
Purchases of investments held to maturity (6,880) (22,275) (11,654)
Maturities of investments 14,197 2,005 —
Proceeds from called investments 3,029 3,332 626
Principal payments from note receivable 63 69 69
Net cash used in investing activities (6,029) (31,326) (30,335)
Financing Activities
Borrowings under revolving credit facility — 8,325 34,847
Payments under revolving credit facility — (8,325) (39,422)
Stock options exercised 1,318 1,467 1,996
Excess tax benefits from stock options exercised and restricted stock awards
vested 1,239 843 393
Repurchase of stock (29,284) (8,222) (6,660)
Cash dividends paid to stockholders (9,656) (7,428) (8,840)
Net cash used in financing activities (36,383) (13,340) (17,686)
Net increase in cash and cash equivalents 9,867 8,926 3,146
Cash and cash equivalents, beginning of year 12,085 3,159 13
Cash and cash equivalents, end of year $ 21,952 $ 12,085 $ 3,159
The accompanying notes are an integral part of these consolidated financial statements.
26
AAON, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2014
1. Business Description
AAON, Inc. is a Nevada corporation which was incorporated on August 18, 1987. Our operating subsidiaries include
AAON, Inc., an Oklahoma corporation and AAON Coil Products, Inc., a Texas corporation (collectively, the
"Company"). The Consolidated Financial Statements include our accounts and the accounts of our subsidiaries.
We are engaged in the manufacture and sale of air conditioning and heating equipment consisting of rooftop units,
chillers, packaged outdoor mechanical rooms, air handling units, makeup air units, energy recovery units, condensing
units, self-contained units and coils.
Principles of Consolidation
These financial statements are prepared in accordance with accounting principles generally accepted in the United
States of America ("U.S. GAAP"). The accompanying consolidated financial statements include the accounts of the
Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated.
We consider all highly liquid temporary investments with original maturity dates of three months or less to be cash
equivalents. Cash and cash equivalents consist of bank deposits and highly liquid, interest-bearing money market funds.
The Company's cash and cash equivalents are held in a few financial institutions in amounts that exceed the insurance
limits of the Federal Deposit Insurance Corporation. However, management believes that the Company's counterparty
risks are minimal based on the reputation and history of the institutions selected.
Investments
Certificates of Deposit
We held $11.4 million and $10.7 million in certificates of deposit at December 31, 2014 and December 31, 2013,
respectively. At December 31, 2014, the certificates of deposit bear interest ranging from 0.20% to 0.60% per annum
and have various maturities ranging from less than one month to approximately 19 months.
At December 31, 2014, our investments held to maturity were comprised of $16.0 million of corporate notes and
bonds with various maturities ranging from less than one month to approximately 19 months. The investments have
moderate risk with S&P ratings ranging from AA+ to BBB-.
We record the amortized cost basis and accrued interest of the corporate notes and bonds in the Consolidated
Balance Sheets. We record the interest and amortization of bond premium to interest income in the Consolidated
Statements of Income.
27
The following summarizes the amortized cost and estimated fair value of our investments held to maturity at
December 31, 2014 and December 31, 2013:
Gross Gross
Amortized Unrealized Unrealized Fair
Cost Gain (Loss) Value
December 31, 2014: (in thousands)
Current assets:
Investments held to maturity $ 11,972 $ — $ (7) $ 11,965
Non current assets:
Investments held to maturity 4,015 — (16) 3,999
Total $ 15,987 $ — $ (23) $ 15,964
December 31, 2013:
Current assets:
Investments held to maturity $ 16,040 $ 11 $ — $ 16,051
Non current assets:
Investments held to maturity 10,981 7 — 10,988
Total $ 27,021 $ 18 $ — $ 27,039
We evaluate these investments for other-than-temporary impairments on a quarterly basis. We do not believe there was
an other-than-temporary impairment for our investments at December 31, 2014 or 2013.
Accounts and note receivable are stated at amounts due from customers, net of an allowance for doubtful accounts. We
generally do not require that our customers provide collateral. The Company determines its allowance for doubtful
accounts by considering a number of factors, including the credit risk of specific customers, the customer’s ability to
pay current obligations, historical trends, economic and market conditions and the age of the receivable. Accounts are
considered past due when the balance has been outstanding for ninety days past negotiated credit terms. Past due
accounts are generally written-off against the allowance for doubtful accounts only after all collection attempts have
been exhausted.
Our customers are concentrated primarily in the domestic commercial and industrial new construction and replacement
markets. To date, our sales have been primarily to the domestic market, with foreign sales accounting for approximately
6% of revenues for the year ended December 31, 2014 and 5% of revenues for the years ended December 31, 2013
and 2012, respectively. No customer accounted for 10% or more of our sales during 2014, 2013 or 2012. No customer
accounted for 5% of our accounts receivable balance at December 31, 2014. We had one customer that accounted for
5% of our accounts receivable balance at December 31, 2013.
The carrying amounts of cash and cash equivalents, receivables, accounts payable and accrued liabilities approximate
fair value because of the short-term maturity of the items. The carrying amount of the Company's revolving line of
credit, and other payables, approximate their fair values either due to their short term nature, the variable rates associated
with the debt or based on current rates offered to the Company for debt with similar characteristics.
Inventories
Inventories are valued at the lower of cost or market using the first-in, first-out (“FIFO”) method. Cost in inventory
includes purchased parts and materials, direct labor and applied manufacturing overhead. We establish an allowance
for excess and obsolete inventories based on product line changes, the feasibility of substituting parts and the need for
supply and replacement parts.
28
Property, Plant and Equipment
Property, plant and equipment, including significant improvements, are recorded at cost, net of accumulated
depreciation. Repairs and maintenance and any gains or losses on disposition are included in operations.
Depreciation is computed using the straight-line method over the following estimated useful lives:
We review long-lived assets for possible impairment when events or changes in circumstances indicate, in management’s
judgment, that the carrying amount of an asset may not be recoverable. Recoverability is measured by a comparison
of the carrying amount of an asset or asset group to its estimated undiscounted future cash flows expected to be generated
by the asset or asset group. If the undiscounted cash flows are less than the carrying amount of the asset or asset group,
an impairment loss is recognized for the amount by which the carrying amount of the asset or asset group exceeds its
fair value.
The costs associated with research and development for the purpose of developing and improving new products are
expensed as incurred. For the years ended December 31, 2014, 2013, and 2012 research and development costs amounted
to approximately $6.3 million, $5.2 million, and $3.6 million, respectively.
Advertising
Advertising costs are expensed as incurred. Advertising expense for the years ended December 31, 2014, 2013, and
2012 was approximately $1.0 million, $0.9 million, and $0.9 million, respectively.
We incur shipping and handling costs in the distribution of products sold that are recorded in cost of sales. Shipping
charges that are billed to the customer are recorded in revenues and as an expense in cost of sales. For the years ended
December 31, 2014, 2013 and 2012 shipping and handling fees amounted to approximately $8.5 million, $7.9 million,
and $8.6 million, respectively.
Income Taxes
Income taxes are accounted for under the asset and liability method. The Company recognizes deferred tax assets and
liabilities for the expected future tax consequences of temporary differences between the book carrying amounts and
the tax basis of assets and liabilities. We establish accruals for uncertain tax positions when it is more likely than not
that our tax return positions may not be fully sustained. The Company records a valuation allowance for deferred tax
assets when, in the opinion of management, it is more likely than not that deferred tax assets will not be realized.
Share-Based Compensation
The Company recognizes expense for its share-based compensation based on the fair value of the awards that are
granted. The Company’s share-based compensation plans provide for the granting of stock options and restricted stock.
The fair values of stock options are estimated at the date of grant using the Black-Scholes-Merton option valuation
model. The use of the Black-Scholes-Merton option valuation model requires the input of subjective assumptions.
Measured compensation cost, net of estimated forfeitures, is recognized ratably over the vesting period of the related
share-based compensation award. Forfeitures are estimated based on the Company's historical experience. The fair
value of restricted stock awards is determined based on the market value of the Company’s shares on the grant date
and the compensation expense is recognized on a straight-line basis during the service period of the respective grant.
29
Derivative Instruments
In the course of normal operations, the Company occasionally enters into contracts such as forward priced physical
contracts for the purchase of raw materials that qualify for and are designated as normal purchase or normal sale
contracts. Such contracts are exempted from the fair value accounting requirements and are accounted for at the time
product is purchased or sold under the related contract. The Company does not engage in speculative transactions, nor
does the Company hold or issue financial instruments for trading purposes.
Revenue Recognition
We recognize revenues from sales of products when title and risk of ownership pass to the customer. Final sales prices
are fixed and based on purchase orders. Sales allowances and customer incentives are treated as reductions to sales and
are provided for based on historical experiences and current estimates. Sales of our products are moderately seasonal
with the peak period being July - November of each year.
In addition, the Company presents revenues net of sales tax and net of certain payments to our independent manufacturer
representatives (“Representatives”). Representatives are national companies that are in the business of providing HVAC
units and other related products and services to customers. The end user customer orders a bundled group of products
and services from the Representative and expects the Representative to fulfill the order. Only after the specifications
are agreed to by the Representative and the customer, and the decision is made to use an AAON HVAC unit, will we
receive notice of the order. We establish the amount we must receive for our HVAC unit (“minimum sales price”), but
do not control the total order price which is negotiated by the Representative with the end user customer.
We are responsible for billings and collections resulting from all sales transactions, including those initiated by our
Representatives. The Representatives submit the total order price to us for invoicing and collection. The total order
price includes our minimum sales price and an additional amount which may include both the Representatives’ fee and
amounts due for additional products and services required by the customer. These additional products and services may
include controls purchased from another manufacturer to operate the unit, start-up services, and curbs for supporting
the unit (“Third Party Products”). All are associated with the purchase of a HVAC unit but may be provided by the
Representative or another third party. The Company is under no obligation related to Third Party Products.
The Representatives’ fee and Third Party Products amounts (“Due to Representatives”) are paid only after all amounts
associated with the order are collected from the customer. The Due to Representatives amount is paid only after all
amounts associated with the order are collected from the customer. The amount of payments to our representatives was
$59.7 million, $63.0 million, and $57.1 million for each of the years ended December 31, 2014, 2013, and 2012,
respectively.
The Company also sells extended warranties on parts for various lengths of time ranging from six months to 10 years.
Revenue for these separately priced warranties is deferred and recognized on a straight-line basis over the separately
priced warranty period.
Insurance Reserves
Under the Company’s insurance programs, coverage is obtained for significant liability limits as well as those risks
required to be insured by law or contract. It is the policy of the Company to self-insure a portion of certain expected
losses related primarily to workers’ compensation and medical liability. Provisions for losses expected under these
programs are recorded based on the Company’s estimates of the aggregate liabilities for the claims incurred.
Product Warranties
A provision is made for the estimated cost of maintaining product warranties to customers at the time the product is
sold based upon historical claims experience by product line. The Company records a liability and an expense for
estimated future warranty claims based upon historical experience and management's estimate of the level of future
claims. Changes in the estimated amounts recognized in prior years are recorded as an adjustment to the liability and
expense in the current year.
30
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities
at the date of the financial statements and the reported amounts of revenues and expenses during the reporting
period. Because these estimates and assumptions require significant judgment, actual results could differ from those
estimates and could have a significant impact on our results of operations, financial position and cash flows. We
reevaluate our estimates and assumptions as needed, but at a minimum on a quarterly basis. The most significant
estimates include, but are not limited to, the allowance for doubtful accounts, inventory reserves, warranty accrual,
workers compensation accrual, medical insurance accrual, share-based compensation and income taxes. Actual results
could differ materially from those estimates.
3. Accounts Receivable
Accounts receivable and the related allowance for doubtful accounts are as follows:
December 31,
2014 2013
(in thousands)
Accounts receivable $ 44,263 $ 39,256
Less: Allowance for doubtful accounts (171) (193)
Total, net $ 44,092 $ 39,063
4. Inventories
The components of inventories and the related changes in the allowance for excess and obsolete inventories are as
follows:
December 31,
2014 2013
(in thousands)
Raw materials $ 34,153 $ 28,592
Work in process 2,262 2,286
Finished goods 1,917 1,841
38,332 32,719
Less: Allowance for excess and obsolete inventories (714) (579)
Total, net $ 37,618 $ 32,140
31
Years Ending December 31,
2014 2013 2012
Allowance for excess and obsolete inventories: (in thousands)
Balance, beginning of period $ 579 $ 363 $ 300
Provisions for excess and obsolete inventories 135 243 63
Inventories written off — (27) —
Balance, end of period $ 714 $ 579 $ 363
5. Note Receivable
In connection with the closure of our Canadian facility on May 18, 2009, we sold land and a building in September
2010 and assumed a note receivable from the borrower secured by the property. The $1.1 million, 15 year note has an
interest rate of 4.0% and is payable to us monthly, and has a $0.6 million balloon payment due in October 2025. Interest
payments are recognized in interest income.
We evaluate the note for impairment on a quarterly basis. We determine the note receivable to be impaired if we are
uncertain of its collectability based on the contractual terms. At December 31, 2014 and 2013, there was no impairment.
7. Warranties
The Company has warranties with various terms from 18 months for parts to 25 years for certain heat exchangers. The
Company has an obligation to replace parts or service its products if conditions under the warranty are met. A provision
is made for estimated warranty costs at the time the related products are sold based upon the warranty period, historical
trends, new products and any known identifiable warranty issues.
32
8. Accrued Liabilities
December 31,
2014 2013
(in thousands)
Warranty $ 8,130 $ 7,352
Due to representatives 10,188 9,480
Payroll 3,153 4,448
Profit sharing 2,016 1,389
Workers' compensation 535 665
Medical self-insurance 532 353
Customer prepayments 1,639 2,077
Donations 1,600 —
Employee benefits and other 3,550 2,786
Total $ 31,343 $ 28,550
Our revolving credit facility provides for maximum borrowings of $30.0 million which is provided by BOKF, NA dba
Bank of Oklahoma, formerly known as Bank of Oklahoma, N.A. ("Bank of Oklahoma"). Under the line of credit, there
was one standby letter of credit totaling $0.8 million as of December 31, 2014. Borrowings available under the revolving
credit facility at December 31, 2014, were $29.2 million. Interest on borrowings is payable monthly at LIBOR plus
2.5%. No fees are associated with the unused portion of the committed amount. As of December 31, 2014 and 2013,
we had no balance outstanding under our revolving credit facility. At December 31, 2014 and 2013, the weighted
average interest rate was 2.7% and 2.7%, respectively.
At December 31, 2014, we were in compliance with our financial covenants. These covenants require that we meet
certain parameters related to our tangible net worth, total liabilities to tangible net worth ratio and working capital. At
December 31, 2014 our tangible net worth was $175.7 million, which meets the requirement of being at or above $95.0
million. Our total liabilities to tangible net worth ratio was 0.3 to 1.0, which meets the requirement of not being above
2 to 1. Our working capital was $88.4 million which meets the requirement of being at or above $40.0 million.
Effective July 25, 2014, the Company amended its revolving credit facility with the Bank of Oklahoma. The amendment
extends the termination date of the revolving credit facility to July 27, 2016.
33
The provision for income taxes differs from the amount computed by applying the statutory federal income tax rate
before the provision for income taxes.
The reconciliation of the federal statutory income tax rate to the effective income tax rate is as follows:
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and
liabilities for financial reporting purposes and the amount used for income tax purposes.
The significant components of the Company’s deferred tax assets and liabilities are as follows:
December 31,
2014 2013
(in thousands)
Net current deferred assets and (liabilities) relating to:
Accounts receivable and inventory reserves $ 355 $ 304
Warranty accrual 3,263 2,901
Other accruals 1,238 1,420
Donations 642 —
Other, net 645 154
$ 6,143 $ 4,779
We file income tax returns in the U.S., state and foreign income tax returns jurisdictions. We are subject to U.S.
examinations for tax years 2011 to present, and to non-U.S. income tax examinations for the tax years of 2010 to
present. In addition, we are subject to state and local income tax examinations for the tax years 2010 to present. The
Company continues to evaluate its need to file returns in various state jurisdictions and recorded $0.2 million in additional
state income tax expense, net of federal benefit, during 2013 related to our updated assessment of required state filings.
Any interest or penalties would be recognized as a component of income tax expense.
On January 2, 2013 the ATRA was signed into law. Some of the provisions were retroactive to January 1, 2012, including
the extension of certain tax credits. The tax rate above reflects the tax law that was in place as of December 31, 2012.
Had the ATRA had been enacted prior to January 1, 2013, our overall tax expense for 2012 would have
been approximately $0.5 million lower. This was recorded as a reduction in expense in the first quarter of 2013. The
34
Company also had a change in estimate related to the recoverability of certain 2012 tax credits that was recorded in
the first quarter of 2013 for approximately $0.6 million. This change in estimate was the result of additional and better
information. Had the ATRA impact and the change in estimate been booked in 2012 instead of 2013, our overall effective
tax rate would have been approximately 35.5% for the year ended December 31, 2012.
As discussed in Note 13, the Company had a three-for-two stock split effective July 16, 2014. All share information
herein has been updated to reflect the effect of this stock split.
We have historically maintained a stock option plan for key employees, directors and consultants (“the 1992 Plan”).
The 1992 Plan provided for 14.9 million shares to be issued under the plan in the form of stock options. Under the
terms of the plan, the exercise price of shares granted may not be less than 85% of the fair market value at the date of
the grant. Options granted to directors prior to May 25, 2004, vest one year from the date of grant and are exercisable
for nine years thereafter. Options granted to directors on or after May 25, 2004, vest one-third each year, commencing
one year after the date of grant. All other options granted vest at a rate of 20% per year, commencing one year after
date of grant, and are exercisable during years 2-10.
On May 22, 2007, our stockholders adopted a Long-Term Incentive Plan (“LTIP”) which provides an additional 3.3
million shares that can be granted in the form of stock options, stock appreciation rights, restricted stock awards,
performance units and performance awards. Since inception of the Plan, non-qualified stock options and restricted
stock awards have been granted with the same vesting schedule as the previous plan. Under the LTIP, the exercise price
of shares granted may not be less than 100% of the fair market value at the date of the grant.
The total pre-tax compensation cost related to unvested stock options not yet recognized as of December 31, 2014 is
$2.1 million and is expected to be recognized over a weighted-average period of 2.05 years.
The following weighted average assumptions were used to determine the fair value of the stock options granted on
the original grant date for expense recognition purposes for options granted during December 31, 2014, 2013 and
2012 using a Black Scholes-Merton Model:
The expected term of the options is based on evaluations of historical and expected future employee exercise
behavior. The risk-free interest rate is based on the U.S. Treasury rates at the date of grant with maturity dates
approximately equal to the expected life at the grant date. Volatility is based on historical volatility of our stock over
time periods equal to the expected life at grant date.
35
The following is a summary of stock options vested and exercisable as of December 31, 2014:
Weighted
Average Weighted
Range of Number Remaining Average
Exercise of Contractual Exercise Intrinsic
Prices Shares Life Price Value
(in thousands)
$3.21 - 6.89 411,553 3.46 $ 5.16 $ 7,113
$7.13 - 8.17 81,050 6.54 7.27 1,226
$8.65 - 21.14 175,527 6.53 8.76 2,392
Total 668,130 4.64 $ 6.36 $ 10,731
The following is a summary of stock options vested and exercisable as of December 31, 2013:
Weighted
Average Weighted
Range of Number Remaining Average
Exercise of Contractual Exercise Intrinsic
Prices Shares Life Price Value
(in thousands)
$3.21 - 6.89 422,003 4.09 $ 4.85 $ 6,941
$7.13 - 8.17 63,225 7.45 7.24 889
$8.65 - 9.34 97,887 8.38 8.65 1,238
Total 583,115 5.17 $ 5.75 $ 9,068
The following is a summary of stock options vested and exercisable as of December 31, 2012:
Weighted
Average Weighted
Range of Number Remaining Average
Exercise of Contractual Exercise Intrinsic
Prices Shares Life Price Value
(in thousands)
$3.21 - 4.31 149,288 2.86 $ 3.57 $ 851
$4.54 - 5.77 303,863 5.22 4.79 1,362
$6.09 - 8.13 112,725 7.86 6.95 263
Total 565,876 5.12 $ 4.90 $ 2,476
36
A summary of option activity under the plan is as follows:
Weighted
Average
Exercise
Options Shares Price
The total intrinsic value of options exercised during December 31, 2014, 2013 and 2012 was $2.8 million, $2.7 million
and $4.0 million, respectively. The cash received from options exercised during December 31, 2014, 2013 and 2012
was $1.3 million, $1.5 million and $2.0 million, respectively. The impact of these cash receipts is included in financing
activities in the accompanying Consolidated Statements of Cash Flows.
Since 2007, as part of the LTIP, the Compensation Committee of the Board of Directors has authorized and issued
restricted stock awards to directors and key employees. Restricted stock awards granted to directors vest one-third each
year. All other restricted stock awards vest at a rate of 20% per year. The fair value of restricted stock awards is based
on the fair market value of AAON common stock on the respective grant dates, reduced for the present value of dividends.
These awards are recorded at their fair value on the date of grant and compensation cost is recorded using straight-line
vesting over the service period. At December 31, 2014, unrecognized compensation cost related to unvested restricted
stock awards was approximately $5.6 million which is expected to be recognized over a weighted average period of
2.48 years.
Weighted
Average
Grant date
Restricted stock Shares Fair Value
37
A summary of share-based compensation is as follows for the years ending December 31, 2014, 2013 and 2012:
Defined Contribution Plan - 401(k) - We sponsor a defined contribution plan (“the Plan”). Eligible employees may
make contributions in accordance with the Plan and IRS guidelines. In addition to the traditional 401(k), eligible
employees are given the option of making an after-tax contribution to a Roth 401(k) or a combination of both. The Plan
provides for automatic enrollment and for an automatic increase to the deferral percentage at January 1st of each year
and each year thereafter, unless the employee elects to decline the automatic increase and enrollment. Effective October
1, 2013, and each year thereafter, eligible employees are automatically enrolled in the Plan at a 6% deferral rate and
currently contributing employees deferral rates will be increased to 6% unless their current rate is above 6% or the
employee elects to decline the automatic enrollment or increase.
Under the Plan, through September 30, 2013, the Company contributed a specified percentage of each eligible
employee’s compensation. In addition, the Company contributed 1.5% of eligible payroll to the Plan each year. Effective
October 1, 2013, the Plan was amended such that the Company contributes 3% of eligible payroll to the Plan for each
employee and matches 100% up to 6% of employee contributions of eligible compensation. We contribute in the form
of cash and direct the investment to shares of AAON stock. Employees are 100% vested in salary deferral contributions
and vest 20% per year at the end of years two through six of employment in employer matching contributions. The
additional 3% Company contribution vests over two years. For the years ended December 31, 2014, 2013 and 2012
we made contributions of $6.8 million, $3.0 million and $2.4 million, respectively. Administrative expenses were
approximately $0.2 million, $0.2 million, and $0.1 million for the years ended 2014, 2013 and 2012, respectively.
Profit Sharing Bonus Plan - We maintain a discretionary profit sharing bonus plan under which approximately
10% of pre-tax profit is paid to eligible employees on a quarterly basis in order to reward employee
productivity. Eligible employees are regular full-time employees who are actively employed and working on the first
and last days of the calendar quarter. Profit sharing expense was $7.8 million, $6.4 million and $4.9 million for the
years ended December 31, 2014, 2013 and 2012, respectively.
38
13. Stockholders’ Equity
Stock Repurchase - On May 17, 2010, the Board authorized a stock buyback program, targeting repurchases of up to
approximately 5% (approximately 2.9 million shares) of our outstanding stock from time to time in open market
transactions. Since the inception of the program, we repurchased a total of approximately 2.6 million shares for an
aggregate price of $31.5 million, or an average price of $11.97 per share. We purchased the shares at current market
prices. For the year ended December 31, 2014, we repurchased 1.0 million shares. No purchases were made for the
year ended December 31, 2013.
On July 1, 2005, we entered into a stock repurchase arrangement by which employee-participants in our 401(k) savings
and investment plan are entitled to have shares of AAON stock in their accounts sold to us to provide diversification
of their investments. The maximum number of shares to be repurchased is contingent upon the number of shares sold
by employees. Through December 31, 2014, we repurchased approximately 5.0 million shares for an aggregate price
of $39.3 million, or an average price of $7.81 per share. We purchased the shares at current market prices.
On November 7, 2006, the Board of Directors authorized us to repurchase shares from certain directors and officers
following their exercise of stock options. The maximum number of shares to be repurchased is contingent upon the
number of shares sold. Through December 31, 2014, we repurchased approximately 1.8 million shares for an aggregate
price of $14.0 million, or an average price of $7.76 per share. We purchased the shares at current market prices.
Dividends - At the discretion of the Board of Directors we pay semi-annual cash dividends. Board approval is required
to determine the date of declaration and amount for each semi-annual dividend payment.
We declared dividends to shareholders of record at the close of business on June 11, 2012, which were paid on July 2,
2012. At a meeting of the Board of Directors on November 7, 2012, the Board declared a regular semi-annual cash
dividend of $0.05 per share, and, in view of our strong financial position, the Board also declared a one-time special
cash dividend of $0.05 per share. Both dividends were paid to shareholders of record at the close of business on
December 3, 2012 and paid on December 24, 2012.
On May 21, 2013, the Board of Directors declared a three-for-two stock split of the Company's common stock to be
paid in the form of a stock dividend on July 2, 2013. Stockholders of record at the close of business on June 13,
2013 received one additional share for every two shares they held as of that date. All share and per share information
has been updated to reflect the effects of this stock split. In addition, on May 21, 2013, the Board of Directors
approved a semi-annual cash dividend of $0.06 per share, post split, to the holders of our outstanding Common
Stock as of the close of business on June 13, 2013, the record date. Those dividends were paid on July 2, 2013.
At a meeting of the Board of Directors on November 6, 2013, the Board declared a regular semi-annual cash dividend
of $0.07 per share. The dividends were payable to shareholders of record at the close of business on December 2, 2013,
the record date, and were paid on December 23, 2013.
On May 2, 2014, we declared a regular semi-annual cash dividend of $0.09 per share, to stockholders of record at the
close of business on June 12, 2014, the record date. Those dividends were paid on July 1, 2014.
On June 5, 2014, we declared a three-for-two stock split of the Company's common stock to be paid in the form of a
stock dividend on July 16, 2014. Stockholders of record at the close of business on June 27, 2014 received one additional
share for every two shares they held as of that date. All share and per share information has been updated to reflect the
effects of this stock split.
At a meeting of the Board of Directors on November 4, 2014, the Board declared a regular semi-annual cash dividend
of $0.09 per share. The dividends were payable to shareholders of record at the close of business on December 2, 2014,
the record date, and were paid on December 23, 2014.
We paid cash dividends of $9.7 million, $7.4 million and $8.8 million in 2014, 2013 and 2012, respectively.
39
14. Commitments and Contingencies
We are subject to various claims and legal actions that arise in the ordinary course of business. We closely monitor
these claims and legal actions and frequently consult with our legal counsel to determine whether they may, when
resolved, have a material adverse effect on our financial position, results of operations or cash flows and we accrue
and/or disclose loss contingencies as appropriate. We have concluded that the likelihood is remote that the ultimate
resolution of any pending litigation or claims will be material or have a material adverse effect on the Company's
business, financial position, results of operations or cash flows.
We are occasionally party to short-term, cancellable and occasionally non-cancellable, fixed price contracts with major
suppliers for the purchase of raw material and component parts. We expect to receive delivery of raw materials for use
in our manufacturing operations. These contracts are not accounted for as derivative instruments because they meet
the normal purchase and normal sales exemption. At December 31, 2013, we had one material contractual purchase
agreement for approximately $1.4 million that expired in December 2014.
Changes to U.S. GAAP are established by the Financial Accounting Standards Board ("FASB") in the form of accounting
standards updates ("ASUs") to the FASB's Accounting Standards Codification.
We consider the applicability and impact of all ASUs. ASUs not listed below were assessed and determined to be either
not applicable or are expected to have minimal impact on our consolidated financial statements and notes thereto.
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers, which requires an entity to
recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to
customers. The ASU will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective.
The new standard is effective for us on January 1, 2017. Early application is not permitted. The standard permits the
use of either the retrospective or cumulative effect transition method. We do not expect ASU 2014-09 will have a
material effect on our consolidated financial statements and notes thereto.
Basic net income per share is calculated by dividing net income by the weighted average number of shares of common
stock outstanding during the period. Diluted net income per share assumes the conversion of all potentially dilutive
securities and is calculated by dividing net income by the sum of the weighted average number of shares of common
stock outstanding plus all potentially dilutive securities. Dilutive common shares consist primarily of stock options and
restricted stock awards.
The following table sets forth the computation of basic and diluted earnings per share:
40
17. Quarterly Results (Unaudited)
The following is a summary of the quarterly results of operations for the years ending December 31, 2014 and 2013:
Quarter
First Second Third Fourth
(in thousands, except per share data)
2014
Net sales $ 76,367 $ 92,310 $ 102,917 $ 84,728
Gross profit 21,846 27,876 33,350 25,191
Net income 9,822 11,363 12,440 10,533
Earnings per share:
Basic* $ 0.18 $ 0.21 $ 0.23 $ 0.19
Diluted* $ 0.17 $ 0.20 $ 0.22 $ 0.19
2013
Net sales $ 66,833 $ 91,241 $ 89,690 $ 73,376
Gross profit 15,312 27,676 26,616 20,188
Net income 7,140 12,119 10,522 7,766
Earnings per share:
Basic* $ 0.13 $ 0.22 $ 0.19 $ 0.14
Diluted* $ 0.13 $ 0.22 $ 0.19 $ 0.14
*Reflects three-for-two stock split effective July 16, 2014
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
Not Applicable.
At the end of the period covered by this Annual Report on Form 10-K, our management, under the supervision and
with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of
the design and operation of our disclosure controls and procedures. Based on that evaluation, our Chief Executive
Officer and Chief Financial Officer believe that:
• Our disclosure controls and procedures are designed at a reasonable assurance threshold to ensure that
information required to be disclosed by us in the reports we file under the Securities Exchange Act of 1934
is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and
forms; and
• Our disclosure controls and procedures operate at a reasonable assurance threshold such that important
information flows to appropriate collection and disclosure points in a timely manner and are effective to ensure
that such information is accumulated and communicated to our management, and made known to our Chief
Executive Officer and Chief Financial Officer, particularly during the period when this Annual Report was
prepared, as appropriate to allow timely decisions regarding the required disclosure.
Our Chief Executive Officer and Chief Financial Officer have evaluated our disclosure controls and procedures and
concluded that these controls and procedures were effective as of December 31, 2014.
41
(b) Management's Annual Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over our financial reporting.
Our internal control over financial reporting is a process designed by, or under the supervision of, our principal executive
and principal financial officer, and effected by our board of directors, management and other personnel, to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with U.S. GAAP.
All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems
determined to be effective can provide only reasonable assurance with respect to financial statement preparation and
presentation.
In making our assessment of internal control over financial reporting, management has used the criteria issued by the
Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in the 2013 Internal Control—
Integrated Framework. Based on our assessment, we believe that, as of December 31, 2014, our internal control over
financial reporting is effective at the reasonable assurance level based on those criteria.
The effectiveness of the Company’s internal control over financial reporting as of December 31, 2014 has been audited
by Grant Thornton LLP, our independent registered public accounting firm, as stated in their report which is included
in this Item 9A of this report on Form 10-K.
There have been no changes in internal control over financial reporting that occurred during the fourth quarter of 2014
that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
42
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We have audited the internal control over financial reporting of AAON, Inc. (a Nevada corporation) and subsidiaries
(the “Company”) as of December 31, 2014, based on criteria established in the 2013 Internal Control—Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The
Company’s management is responsible for maintaining effective internal control over financial reporting and for its
assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s
Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the
Company’s internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United
States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether
effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining
an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing
and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing
such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable
basis for our opinion.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles. A company’s internal control over financial reporting includes those
policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions
are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of the company are being made only in accordance with authorizations
of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on
the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may
deteriorate.
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as
of December 31, 2014, based on criteria established in the 2013 Internal Control - Integrated Framework issued by
COSO.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States), the consolidated financial statements of the Company as of and for the year ended December 31, 2014, and
our report dated February 27, 2015, expressed an unqualified opinion on those financial statements.
Tulsa, Oklahoma
February 27, 2015
43
Item 9B. Other Information.
None.
PART III
The information required by Items 401, 405, 406 and 407(c)(3), (d)(4) and (d)(5) of Regulation S-K is incorporated
by reference to the information contained in our definitive Proxy Statement to be filed with the Securities and Exchange
Commission in connection with our annual meeting of shareholders scheduled to be held on May 19, 2015.
Code of Ethics
We adopted a code of ethics that applies to our principal executive officer, principal financial officer and principal
accounting officer or persons performing similar functions, as well as other employees and directors. Our code of ethics
can be found on our website at www.aaon.com. We will also provide any person without charge, upon request, a copy
of such code of ethics. Requests may be directed to AAON, Inc., 2425 South Yukon Avenue, Tulsa, Oklahoma 74107,
attention Scott M. Asbjornson, or by calling (918) 382-6204.
The information required by Items 402 and 407(e)(4) and (e)(5) of Regulation S-K is incorporated by reference to the
information contained in our definitive Proxy Statement to be filed with the Securities and Exchange Commission in
connection with our annual meeting of shareholders scheduled to be held on May 19, 2015.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters.
The information required by Item 403 and Item 201(d) of Regulation S-K is incorporated by reference to the information
contained in our definitive Proxy Statement to be filed with the Securities and Exchange Commission in connection
with our annual meeting of stockholders scheduled to be held May 19, 2015.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
The information required to be reported pursuant to Item 404 of Regulation S-K and paragraph (a) of Item 407 of
Regulation S-K is incorporated by reference in our definitive proxy statement relating to our 2015 annual meeting
of shareholders scheduled to be held May 19, 2015.
Our Code of Conduct guides the Board of Directors in its actions and deliberations with respect to related party
transactions. Under the Code, conflicts of interest, including any involving the directors or any Named Officers, are
prohibited except under any guidelines approved by the Board of Directors. Only the Board of Directors may waive a
provision of the Code of Conduct for a director or a Named Officer, and only then in compliance with all applicable
laws, rules and regulations. We have not entered into any new material related party transactions and have no preexisting
material related party transactions in 2014, 2013 or 2012.
This information is incorporated by reference in our definitive Proxy Statement to be filed with the Securities and
Exchange Commission in connection with our annual meeting of stockholders scheduled to be held May 19, 2015.
44
PART IV
(i) Incorporated herein by reference to the exhibits to our Form S-18 Registration Statement
No. 33-18336-LA.
(ii) Filed herewith.
(iii) Incorporated herein by reference to our Forms 8-K dated March 10, 1997, May 27, 1998
and February 25, 1999, or exhibits thereto.
(iv) Incorporated herein by reference to exhibit to our Form 8-K dated July 30, 2004.
(v) Incorporated herein by reference to exhibit to our Form 8-K dated July 25, 2014.
(vi) Incorporated by reference to exhibits to our Forms 8-K dated February 25, 1999, and
August 20, 2002, and Form 8-A Registration Statement No. 000-18953, as amended.
45
(vii) Incorporated by reference to exhibits to our Annual Report on Form 10-K for the fiscal
year ended December 31, 1991, and to our Form S-8 Registration Statement No.
333-52824.
(viii) Incorporated herein by reference to our Form S-8 Registration Statement No.
333-151915, and to our Form 8-K dated May 21, 2014.
(ix) Incorporated herein by reference to exhibits to our Annual Report on Form 10-K for the
fiscal year ended December 31, 2004.
46
SIGNATURES
Pursuant to the requirement of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant
has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
AAON, INC.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below
by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
47
Exhibit 23
We have issued our reports dated February 27, 2015, with respect to the consolidated financial statements and internal
control over financial reporting in the Annual Report of AAON, Inc. on Form 10-K for the year ended December 31,
2014. We hereby consent to the incorporation by reference of said reports in the Registration Statements of AAON,
Inc. on Forms S-8 (File No. 333-52824 and File No. 333-151915).
Tulsa, Oklahoma
February 27, 2015
Exhibit 31.1
CERTIFICATION
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state
a material fact necessary to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report,
fairly present in all material respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) and internal control
over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and
have:
a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures
to be designed under our supervision, to ensure that material information relating to the registrant,
including our consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;
b) designed such internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles;
c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in
this report our conclusions about the effectiveness of the disclosure controls and procedures, as of
the end of the period covered by this report based on such evaluation;
d) disclosed in this report any change in the registrant’s internal controls over financial reporting that
occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the
case of an annual report) that has materially affected, or is reasonably likely to materially affect, the
registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal
control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of
directors (or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect the registrant’s ability to record,
process, summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other employees who have a
significant role in the registrant’s internal control over financial reporting.
Dated: February 27, 2015
/s/ Norman H. Asbjornson
Norman H. Asbjornson
Chief Executive Officer
Exhibit 31.2
CERTIFICATION
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state
a material fact necessary to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report,
fairly present in all material respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) and internal control
over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and
have:
a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures
to be designed under our supervision, to ensure that material information relating to the registrant,
including our consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;
b) designed such internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles;
c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in
this report our conclusions about the effectiveness of the disclosure controls and procedures, as of
the end of the period covered by this report based on such evaluation;
d) disclosed in this report any change in the registrant’s internal controls over financial reporting that
occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the
case of an annual report) that has materially affected, or is reasonably likely to materially affect, the
registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal
control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of
directors (or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect the registrant’s ability to record,
process, summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other employees who have a
significant role in the registrant’s internal control over financial reporting.
Dated: February 27, 2015
/s/ Scott M. Asbjornson
Scott M. Asbjornson
Chief Financial Officer
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of AAON, Inc. (the “Company”), on Form 10-K for the year ended
December 31, 2014, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Norman
H. Asbjornson, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to
§ 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange
Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial
condition and our results of operations.
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of AAON, Inc. (the “Company”), on Form 10-K for the year ended
December 31, 2014, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Scott
M. Asbjornson, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to
§ 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange
Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial
condition and our results of operations.
Auditors
Grant Thornton LLP,
2431 East 61st Street, Suite
500, Tulsa, Oklahoma 74136
Back row (from left to right): Jerry R. Levine, Paul K. Lackey, Jr., Joseph E. Cappy, A.H. McElroy, II
Front row (from left to right): John B. Johnson, Jr., Norman H. Asbjornson, Jack E. Short General Counsel
Johnson & Jones,
NORMAN H. ASBJORNSON and President of The NORDAM Group, a 2200 Bank of America
President/CEO privately held aerospace company. Between
Center, 15 West Sixth Street,
October 2005 and December 2008 Mr. Lackey
JOHN B. JOHNSON, JR. Secretary served as the Chairman and CEO of The Tulsa, Oklahoma 74119
NORDAM Group. Between January 2009
and December 2011 Mr. Lackey served as
JOSEPH E. CAPPY was elected a director of
the Executive Chairman of the Board of The
Investor Relations
the Company in 2010. From 1997 to 2003,
Mr. Cappy served as the Chairman, President NORDAM Group. Since January 2012 Mr. Jerry Levine,
and CEO of DollarThrifty Automotive Group. Lackey has served as the Chairman of the 105 Creek Side Road,
From 1987 to 1997 he was Vice President of Board of The NORDAM Group. company.
Mt. Kisco, New York 10549,
Chrysler Corporation. From 1982 to 1987 he
was President and CEO of American Motors JERRY R. LEVINE has served as a director of the Ph: 914-244-0292,
Corporation. Company since 2008. Since 1999, Mr. Levine Fax: 914-244-0295,
has provided investor and shareholder relations
jrladvisor@yahoo.com
JACK E. SHORT was elected to the Board services and advice to the Company.
in July 2004 and is the Chairman of the
Audit Committee. Mr. Short was employed Executive Offices
by PriceWaterhouseCoopers for 29 years 2425 South Yukon Avenue,
and retired as the managing partner of the
Oklahoma practice in 2001. Tulsa, Oklahoma 74107
AAON.com