UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): November 6, 2014

AAON, INC.
(Exact name of Registrant as Specified in Charter) 
Nevada
0-18953
87-0448736
(State or Other Jurisdiction
(Commission File Number: )
(IRS Employer Identification No.)
of Incorporation)
 
 
 
 
 
2425 South Yukon, Tulsa, Oklahoma 
 
74107
(Address of Principal Executive Offices)
 
(Zip Code)
 
(Registrant's telephone number, including area code): (918) 583-2266

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ]    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ]    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ]    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ]    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))





Item 2.02    Results of Operations and Financial Conditions.

On November 6, 2014, AAON, Inc. (the "Company") announced its financial and operating results for the third quarter ending September 30, 2014. A copy of the Company's press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The Company plans to host a teleconference at 4:15 P.M (Eastern Time) on November 6, 2014 to discuss these results. To access the call, please dial 1-888-241-0551 (code 25661198). A replay of the call will be available through November 13, 2014 at 1-855-859-2056 (code 25661198).

In accordance with General Instruction B.2 of Form 8-K, the information in this Item shall not be deemed "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing.

Item 7.01    Regulation FD Disclosure.

On November 6, 2014, the Company issued the press release described above in Item 2.02 of this Current Report on Form 8-K. A copy of the press release is attached hereto as Exhibit 99.1.

On November 6, 2014, the Company issued the press release described below in Item 8.01 of this Current Report on Form 8-K. A copy of the press release is attached hereto as Exhibit 99.2.

All statements in the teleconference, other than historical financial information, may be deemed to be forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the forward-looking statements. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

In accordance with General Instruction B.2 of Form 8-K, the information in this Item shall not be deemed "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing.

Item 8.01    Other Events.

The Company today announced 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 next dividend will be paid to stockholders of record as of the close of business on December 2, 2014, with a payment date of December 23, 2014. A copy of the Company's press release is furnished as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01    Financial Statements and Exhibits.

(d)    Exhibits
Exhibit Number
 
Description
 
 
 
 
 
99.1
 
Press release dated November 6, 2014 announcing financial and operating results.
99.2
 
Press release dated November 6, 2014 announcing regular semi-annual cash dividend.














SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
 
AAON, INC.
 
 
 
 
Date:
November 6, 2014
By:
/s/ John B. Johnson, Jr.
 
 
 
John B. Johnson, Jr., Secretary







Exhibit 99.1                        
NEWS
BULLETIN
 
AAON, Inc.
 
2425 South Yukon Ave. Ÿ Tulsa, OK 74107-2728
 
Ÿ Ph: (918) 583-2266 Ÿ   Fax: (918) 583-6094 Ÿ
 
Ÿhttp://www.aaon.comŸ
 
 
 
For Further Information:
FOR IMMEDIATE RELEASE
November 6, 2014
 
Jerry R. Levine Ÿ Phone: (914) 244-0292 Ÿ Fax: (914) 244-0295
 
Email: jrladvisor@yahoo.com

AAON REPORTS RECORD SALES AND EARNINGS

TULSA, OK, November 6, 2014 - AAON, Inc. (NASDAQ-AAON), today announced its operating results for the third quarter and nine months ended September 30, 2014.

Sales and earnings for the third quarter and nine months ended September 30, 2014, were all time records and sales in the third quarter exceeded $100.0 million for the first time in any quarter in the Company's history.

Net sales in the third quarter were $102.9 million, up 14.7% from $89.7 million in 2013. Net income was $12.4 million, up 18.2% from $10.5 million for the same period a year ago. Net sales and net income for the nine months ended September 30, 2014, were $271.6 million, up 9.6% from $247.8 million in 2013, with net income of $33.6 million, up 12.9% compared to $29.8 million in 2013.

Earnings per diluted share in the third quarter of 2014 were $0.22, up 15.8% from $0.19 for the same period the previous year, based upon 55.5 million shares outstanding at both September 30, 2014 and 2013. Earnings per diluted share were $0.61, up 13.0% from $0.54, for the nine months ended September 30, 2014 and 2013, based upon 55.4 million and 55.6 million diluted shares outstanding, respectively. All per share earnings and shares reflect the three-for-two stock split effective July 16, 2014.

Norman H. Asbjornson, President and CEO, stated, “The third quarter increase in sales primarily reflects shifts in product mix with more expensive units being sold during the period. Gross profit as a percent of sales increased to 32.4% compared to 29.7% a year ago. SG&A expense as a percent of sales increased 2.6% (from 10.8% to 13.4%), primarily due to a commitment of $3.0 million to A Gathering Place for Tulsa.”

Mr. Asbjornson added that, "While our commitment to the Gathering Place is expected to be paid over five years, U.S. GAAP rules require AAON to book it all in the third quarter when the commitment was made. Absent this very special, non-recurring item, our earnings for the past quarter would have been $0.03 per share higher. The Gathering Place will transform nearly 100 acres of Tulsa's waterfront along the Arkansas River into a $350.0 million park being financed by the George Kaiser Family Foundation ($200.0 million) and numerous local corporate and community philanthropists. AAON will have its name placed on focal points known as the Swing Hill Valley and Bridge at the park. We feel it is important for AAON to be a part of this transformational project in our headquarters' community. Over 1,300 of our total 1,700 employees live in the Tulsa area and we want them and their families to enjoy and personally identify with the park and its many offerings."

Mr. Asbjornson continued, “The Company's balance sheet at September 30, 2014, was very strong, showing a current ratio of 2.7:1 (including cash and short-term investments totaling $42.1 million), plus long-term marketable investments of $12.6 million, and we remained debt-free. In this regard, it should be noted that the Company purchased a total of 530 thousand shares of AAON stock under its resumed buyback program for approximately $9.8 million during the third quarter of this year, for an average of $18.55 per share. Additionally, our backlog increased from $49.9 million at September 30, 2013, to $54.8 million at September 30, 2014."

Mr. Asbjornson then said, "While we are confident of having record sales and profits for 2014, we believe we will experience our normal seasonal softening in the fourth quarter but expect to compare favorably with 2013."

The Company will host a conference call today at 4:15 P.M. Eastern Time to discuss the third quarter results. To participate, call 1-888-241-0551 (code 25661198); or, for rebroadcast, call 1-855-859-2056 (code 25661198).

AAON, Inc. is a manufacturer of air conditioning and heating equipment consisting of rooftop units, chillers, outdoor mechanical rooms, air handling units, makeup air units, energy recovery units, condensing units, commercial self-contained units and coils. Its products serve the new construction and replacement markets. The Company has successfully gained market share through its “semi-custom” product lines, which offer the customer value, quality, function, serviceability and efficiency.

Certain statements in this news release may be “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended. Statements regarding future prospects and developments are based upon current expectations and involve certain risks and uncertainties that could cause actual results and developments to differ materially from the forward-looking statements.

1


AAON, Inc. and Subsidiaries
Consolidated Statements of Income
(Unaudited)
 
Three Months Ended 
 September 30,
 
Nine Months Ended 
 September 30,
 
2014
 
2013
 
2014
 
2013
 
(in thousands, except share and per share data)
 
 
 
 
Net sales
$
102,917

 
$
89,690

 
$
271,594

 
$
247,764

Cost of sales
69,567

 
63,074

 
188,522

 
178,160

Gross profit
33,350

 
26,616

 
83,072

 
69,604

Selling, general and administrative expenses
13,830

 
9,687

 
32,043

 
25,743

Gain on disposal of assets
—

 
—

 
(24
)
 
(52
)
Income from operations
19,520

 
16,929

 
51,053

 
43,913

Interest income
55

 
60

 
195

 
151

Other income (expense), net
(43
)
 
15

 
(30
)
 
252

Income before taxes
19,532

 
17,004

 
51,218

 
44,316

Income tax provision
7,092

 
6,482

 
17,593

 
14,535

Net income
$
12,440

 
$
10,522

 
$
33,625

 
$
29,781

Earnings per share:
 

 
 

 
 
 
 
Basic*
$
0.23

 
$
0.19

 
$
0.61

 
$
0.54

Diluted*
$
0.22

 
$
0.19

 
$
0.61

 
$
0.54

Cash dividends declared per common share*:
$
—

 
$
—

 
$
0.09

 
$
0.07

Weighted average shares outstanding:
 

 
 

 
 
 
 
Basic*
54,905,288

 
55,113,393

 
54,851,911

 
55,128,986

Diluted*
55,484,043

 
55,526,342

 
55,423,294

 
55,562,663

 *Reflects three-for-two stock split effective July 16, 2014



2


AAON, Inc. and Subsidiaries
Consolidated Balance Sheets
(Unaudited)
 
September 30, 2014
 
December 31, 2013
Assets
(in thousands, except share and per share data)
Current assets:
 
 
 
Cash and cash equivalents
$
18,819

 
$
12,085

Certificates of deposit
7,223

 
8,110

Investments held to maturity at amortized cost
16,079

 
16,040

Accounts receivable, net
54,785

 
39,063

Income tax receivable
—

 
1,073

Note receivable
30

 
29

Inventories, net
37,240

 
32,140

Prepaid expenses and other
790

 
304

Deferred tax assets
7,093

 
4,779

Total current assets
142,059

 
113,623

Property, plant and equipment:
 

 
 

Land
2,233

 
1,417

Buildings
64,098

 
61,821

Machinery and equipment
128,459

 
119,439

Furniture and fixtures
10,230

 
9,748

Total property, plant and equipment
205,020

 
192,425

Less:  Accumulated depreciation
112,995

 
105,142

Property, plant and equipment, net
92,025

 
87,283

Certificates of deposit
6,720

 
2,638

Investments held to maturity at amortized cost
5,845

 
10,981

Note receivable
860

 
919

Total assets
$
247,509

 
$
215,444

 
 
 
 
Liabilities and Stockholders' Equity
 

 
 

Current liabilities:
 

 
 

Revolving credit facility
$
—

 
$
—

Accounts payable
13,602

 
7,779

Accrued liabilities
39,922

 
28,550

Total current liabilities
53,524

 
36,329

Deferred revenue
920

 
585

Deferred tax liabilities
12,377

 
14,424

Donations
1,645

 
—

Commitments and contingencies


 


Stockholders' equity:
 

 
 

Preferred stock, $.001 par value, 5,000,000 shares authorized, no shares issued
—

 
—

Common stock, $.004 par value, 100,000,000 shares authorized, 54,460,266 and 55,067,031
218

 
221

issued and outstanding at September 30, 2014 and December 31, 2013, respectively*
 

 
 

Additional paid-in capital
—

 
—

Retained earnings*
178,825

 
163,885

Total stockholders' equity
179,043

 
164,106

Total liabilities and stockholders' equity
$
247,509

 
$
215,444

*Reflects three-for-two stock split effective July 16, 2014

3


AAON, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(Unaudited)
 
Nine Months Ended 
 September 30,
 
2014
 
2013
Operating Activities
(in thousands)
Net income
$
33,625

 
$
29,781

Adjustments to reconcile net income to net cash provided by operating activities:
 

 
 

Depreciation
8,660

 
9,349

Amortization of bond premiums
561

 
545

Provision for losses on accounts receivable, net of adjustments
(59
)
 
121

Provision for excess and obsolete inventories, net
223

 
468

Share-based compensation
1,578

 
1,054

Excess tax benefits from stock options exercised and restricted stock awards vested
(908
)
 
(502
)
Gain on disposition of assets
(24
)
 
(52
)
Foreign currency transaction loss
36

 
35

Interest income on note receivable
(30
)
 
(31
)
Deferred income taxes
(4,361
)
 
(1,794
)
Write-off of note receivable
—

 
75

Changes in assets and liabilities:
 

 
 

Accounts receivable
(15,663
)
 
(2,384
)
Income tax receivable
1,981

 
1,753

Inventories
(5,323
)
 
(1,237
)
Prepaid expenses and other
(486
)
 
121

Accounts payable
5,982

 
(227
)
Deferred revenue
591

 
358

Accrued liabilities
12,761

 
1,410

Net cash provided by operating activities
39,144

 
38,843

Investing Activities
 

 
 

Capital expenditures
(13,567
)
 
(6,407
)
Proceeds from sale of property, plant and equipment
30

 
72

Investment in certificates of deposits
(9,940
)
 
(8,869
)
Maturities of certificates of deposits
6,745

 
1,440

Purchases of investments held to maturity
(6,880
)
 
(22,275
)
Maturities of investments
8,891

 
3,315

Proceeds from called investments
2,525

 
—

Principal payments from note receivable
52

 
52

Net cash used in investing activities
(12,144
)
 
(32,672
)
Financing Activities
 

 
 

Borrowings under revolving credit facility
—

 
8,325

Payments under revolving credit facility
—

 
(8,325
)
Stock options exercised
908

 
986

Excess tax benefits from stock options exercised and restricted stock awards vested
908

 
502

Repurchase of stock
(17,309
)
 
(4,817
)
Cash dividends paid to stockholders
(4,773
)

(3,712
)
Net cash used in financing activities
(20,266
)
 
(7,041
)
Net increase (decrease) in cash and cash equivalents
6,734

 
(870
)
Cash and cash equivalents, beginning of period
12,085

 
3,159

Cash and cash equivalents, end of period
$
18,819

 
$
2,289



4




Exhibit 99.2                        
NEWS
BULLETIN
 
AAON, Inc.
 
2425 South Yukon Ave. Ÿ Tulsa, OK 74107-2728
 
Ÿ Ph: (918) 583-2266 Ÿ   Fax: (918) 583-6094 Ÿ
 
Ÿhttp://www.aaon.comŸ
 
 
 
For Further Information:
FOR IMMEDIATE RELEASE
November 6, 2014
 
Jerry R. Levine Ÿ Phone: (914) 244-0292 Ÿ Fax: (914) 244-0295
 
Email: jrladvisor@yahoo.com

AAON REPORTS REGULAR SEMI-ANNUAL CASH DIVIDEND

TULSA, OK, November 6, 2014 - AAON, Inc. (NASDAQ-AAON), today announced 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 next dividend will be paid to stockholders of record as of the close of business on December 2, 2014, with a payment date of December 23, 2014.

AAON, Inc. is a manufacturer of air conditioning and heating equipment consisting of rooftop units, chillers, outdoor mechanical rooms, air handling units, makeup air units, energy recovery units, condensing units, commercial self-contained units and coils. Its products serve the new construction and replacement markets. The Company has successfully gained market share through its “semi-custom” product lines, which offer the customer value, quality, function, serviceability and efficiency.

Certain statements in this news release may be “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended. Statements regarding future prospects and developments are based upon current expectations and involve certain risks and uncertainties that could cause actual results and developments to differ materially from the forward-looking statements.



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