As our cover reveals, AAON total share holder return increased by
1,166 percent for a 10-year period that ended on December 31, 2006.
An investment of $10,000 made in AAON stock 10 years ago
would have had a value of $126,600 at the end of 2006.
The NASDAQ Composite total return for the
same period was only 89 percent.
Now, we have prepared ourselves
to ascend even higher.
Net sales at the end of 2006 soared to $231.5 million.
Company
Profile
Outdoor Air Handling Units
Indoor Air Handling Units
RM Series
RL Series
H2 Series
Financial
Highlights
HB Series
RN Series
M2 Series
M3 Series
F1 Series
V2 Series
Condensing Units
Boiler
Chillers
CL Series
CA/CC Series
CB Series
BL Series
LL Series Air-Cooled
LL Series Evaporative-Cooled
Rooftop Units
Custom Units
RL Series
RN Series
RM Series
HB Series
MN Series
DT Series
NJ Series
AAon is engAged in the engineering, mAnufActuring, mArketing And sAles of Air conditioning And heAting equipment consisting
of residentiAl And commerciAl semi-custom And custom products, including: Air hAndling units, condensing units, chillers,
rooftop units, mAke-up Air units, heAt recovery 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.
AAon provides specific And unique solutions for individuAl customer requirements.
Functionality — AAON equipment is designed and manufactured to
EasE oF installation — Complete factory installation and testing of
meet each customer’s particular requirements.
all selected features eliminates the uncertainties and additional cost
EnErgy EFFiciEncy — All AAON equipment is designed with highest
associated with field installation of add-on components.
energy efficiency in mind.
EnvironMEntally rEsponsiblE — All AAON cooling and heat pump
EasE oF MaintEnancE — AAON equipment is designed from concept to
equipment is designed for operation with an environmentally friendly
completion with minimum service time as a primary factor.
refrigerant.
Income Data ($000)
Net Sales
Gross Profit
Operating Income
Interest Expense
Interest Income
Depreciation
Pre-Tax Income
Net Income
Earnings Per Share
(Basic)1
(Diluted)1
Balance Sheet ($000)
Working Capital
Current Assets
Net Fixed Assets
Accumulated Depreciation
Cash & Cash Investment
Total Assets
Current Liabilities2
Long-Term Debt2
Stockholders’ Equity
Stockholders’ Equity per Diluted Share3
Funds Flow Data ($000)
Operations
Investments
Financing
Net Increase (Decrease) in Cash
Ratio Analysis
Return on Average Equity
Return on Average Assets
Pre-Tax Income on Sales
Net Income on Sales
Total Liabilities to Equity
Quick Ratio4
Current Ratio2
Year-End Price Earnings Ratio
2006
2005
2004
2003
2002
$231,460
$185,195
$171,885
$147,890
$154,141
$43,890
$25,831
$81
$24
$9,146
$26,198
$17,133
$1.39
$1.35
$36,356
$70,759
$59,222
$54,182
$288
$130,056
$34,403
$-
$91,592
$7.24
$19,428
$(16,781)
$(3,333)
$(549)
20.0%
13.2%
11.3%
7.4%
0.4
1.1
2.1
20
$35,291
$17,814
$16
$67
$8,503
$18,332
$11,462
$0.93
$0.90
$33,372
$62,950
$50,581
$45,062
$1,837
$113,606
$29,578
$59
$79,495
$6.23
$11,966
$(8,189)
$(4,200)
$(157)
15.2%
10.1%
9.9%
6.2%
0.4
1.2
2.1
20
$26,864
$11,650
$38
$183
$5,732
$12,379
$7,521
$0.60
$0.58
$27,939
$55,998
$49,229
$37,017
$3,994
$105,227
$28,059
$167
$71,171
$5.51
$16,159
$(11,741)
$(9,857)
$(5,192)
10.9%
7.3%
7.2%
4.4%
0.5
1.1
2.0
28
$35,885
$20,976
$21
$346
$5,435
$21,853
$14,227
$1.12
$1.07
$35,369
$64,635
$37,450
$31,285
$16,186
$102,085
$29,266
$-
$67,428
$5.09
$16,469
$(7,626)
$(7,728)
$1,115
21.9%
14.7%
14.8%
9.6%
0.5
1.3
2.2
18
$37,549
$22,478
$95
$214
$4,915
$23,110
$14,611
$1.11
$1.06
$21,149
$46,482
$35,231
$27,114
$15,071
$91,713
$25,333
$-
$62,310
$4.53
$21,931
$(16,118)
$(1,865)
$3,948
26.0%
17.4%
15.0%
9.5%
0.5
1.5
1.8
17
1 Reflects 3–for–2 stock splits in June 2002. 2 Reflects reclassification of revolving loan from long-term debt to current liabilities for the year 2002.
3 Actual dollars and diluted number of shares for all years reflect both 3–for–2 stock splits. 4 Cash, cash investments + receivables/current liabilities.
Dear Shareholder,
Our Company attained record levels in both
sales and earnings this past year. This was due
to a number of factors. Firstly, we witnessed
continuing strength in new office, commercial and
manufacturing plant construction throughout the
year. That, combined with moderating raw material
prices, aided our gross profits. The costs relating to
Sarbanes-Oxley compliance, which had increased
significantly during 2004 and 2005, moderated
during 2006 remaining at the previous year’s level.
Finally, our custom manufacturing business began
to exhibit the beneficial impact of the steps taken a
year earlier, the most important being the installation
of certain software systems. These systems enabled
the Company to analyze the costs and material
content of its backlog. The end result was more
realistic pricing. While our custom business still did
not attain a satisfactory level of profitability on a full
year basis, good improvement was noted during
the final half of the year. We expect our custom
manufacturing effort will continue to show increasing
progress throughout this current year.
In 2006, total nonresidential construction rose 13.3%
to $558.8 billion from $493.1 billion, aided by the
aforementioned gains in office and commercial
construction which increased 14.4% and 9.8%
respectively, as well as manufacturing construction
which climbed 19.8%. The educational, healthcare
and other markets continued to perform exceedingly
well, while the retail segment witnessed a modestly
improved performance. Benefiting from strong
demand for our larger tonnage units (over 30 tons),
the Company achieved a 25.0% increase in total
sales to $231.5 million from $185.2 million. Gross
President’s Letter
Norman H. Asbjornson
President/CEO
profits gained primarily as a result of higher sales,
rising 24.4% to $43.9 million (19.0% of sales) from
$35.3 million (19.1% of sales). SG&A expenses as
a percentage of sales were 7.8% or $18.1 million
as compared with 9.4% or $17.5 million. Operating
income climbed 45.0% to $25.8 million or 11.1% of
sales from $17.8 million or 9.6% of sales. Net income,
benefiting from a lower tax rate (34.6% vs. 37.5%),
advanced to $17.1 million or $1.35 per share from
$11.5 million or $0.90 per share. Earnings per share
calculations are based upon 12.7 million fully diluted
shares outstanding in 2006 and 12.8 million shares in
2005.
Strong Financial Condition
We completed the year in solid financial condition. At
December 31, 2006, total current assets were $70.8
million with a current ratio of 2.1:1. We were able to
maintain our liquid position despite $17.8 million of
capital expenditures and a dividend payout of $2.5
million in the form of a semi-annual dividend of $0.20
per share, while having minimal long-term debt. It
should be noted that in October 2002, the Company
initiated a stock repurchase program, authorizing the
purchase of up to 1.3 million shares or approximately
10% of the shares outstanding. Through December
31, 2005, AAON spent $22.0 million and purchased
1,257,864 shares. On February 14, 2006, the stock
repurchase program was suspended as the Board
of Directors voted to initiate the semi-annual cash
dividend. Total shareholders’ equity improved to
$91.6 million (up 15.2%), equal to $7.21 per share
compared to $79.5 million or $6.21 per share a year
earlier. In 2006, our return on average shareholders’
equity was 20%, up from 15.2% in 2005. Our order
backlog at March 31, 2007, was $59.3 million, as
compared with $47.6 million at March 31, 2006.
Capital Expenditures
Over the past five years we have spent approximately
$58 million on capital improvements to satisfy
the anticipated demand for our new and existing
products. In the past year these expenditures reached
a record $17.8 million. We increased our sheet
metal fabricating and coil manufacturing production
as well as our plant capacity. At the end of 2006,
our combined manufacturing capabilities could
accommodate annual volume in the range of $375-
425 million depending upon our product mix. Our
plant capacity is presently $700-800 million, including
space presently leased out. For 2007, we estimate
capital expenditures in the area of $10-12 million.
We intend to further increase sheet metal and coil
manufacturing capabilities and our plant capacity to
accommodate the new air handler product line.
We continue to take significant steps to strengthen
our position as one of the most technologically
innovative companies in the industry. During the past
three years we have spent $4.7 million on research,
development and R&D engineering. Our growing
share of the market in which we operate verifies the
recognition of our efforts.
Ten Year Review
During the past ten years, we have substantially
broadened our product line and significantly
diversified our customer base. In 1997, our
manufacturers’ representative network was
responsible for approximately 40% of total sales
or $32 million. At the end of 2006, there were 112
representatives who contributed over 90% of sales
or about $209 million. It is important to note that,
in 1997, sales to our four largest customers were
approximately $27 million or about one-third of total
2006 Annual Report
RM Series
sales. In 2006, no one customer contributed more
than 5% of total sales and our four largest customers
accounted for less than 15% of total sales.
Over the past decade total sales have climbed
183.4% to $231.5 million from $81.7 million, which
represents an average annual growth rate of 18.3%.
Net income advanced from $3.0 million to $17.1
million or a gain of 470%, for an average of 47%
annually. Earnings per share, calculated on 12.7
million fully diluted shares (reflecting two 3 for 2 stock
splits), have grown from $0.24 to $1.35 per share.
For the past decade, our physical growth has been
equally impressive and is reflected in our balance
sheet comparisons. In 1997, the combined (Tulsa,
Oklahoma and Longview, Texas) manufacturing and
office space totaled 496,000 sq. ft. At the end of 1997,
the $5.1 million purchase of a 40-acre tract of land
across from the existing Tulsa facility, which included
a 457,000 square foot manufacturing/warehouse
building and a 22,000 square foot office building,
more than doubled the Company’s plant and office
capacity. At that time, AAON leased out over 90% of
the newly acquired facilities. By December 31, 2006,
the Company owned more than 1.2 million square
feet of manufacturing, warehouse and office capacity
(including Longview, Texas and the Burlington,
Ontario facility). The property acquired in 1997 has
been expanded to 563,000 square feet and is 39%
utilized by AAON, with the remaining 61% leased to a
third party.
RN Series
At the end of 1997, the Company reported $16.6
million and $42.8 million of net fixed assets and total
assets, respectively. By December 31, 2006, net fixed
assets had grown by 256.6% to $59.2 million, while
total assets increased by 204.0% to $130.1 million.
Over the past 10 years, shareholders’ equity has
climbed 384.7% to $91.6 million or $7.21 per share
from $18.9 million or $1.49 per share (calculated
on 12.7 million shares, reflecting two 3 for 2 stock
splits). In 1997, the long-term debt stood at $12.9
million while the long-term debt to total equity was
40.6%. For the past five years we
have operated with little or no
debt. Our financial condition
over the past 10 years
has greatly improved. This
was accomplished despite
capital expenditures of $85.2
million and two stock buyback
programs amounting to $41.6
million in which we purchased 3.2 million shares of
common stock or approximately 25.2% of the shares
outstanding. Furthermore, our $0.20 per share semi-
annual dividend policy initiated in early 2006, gives
clear evidence of our confidence in AAON’s future
growth and the ongoing strength of our financial
condition. The Company’s past record has not gone
unnoticed. The purchase of 100 shares of stock on
January 2, 1997, would have cost $211. At December
31, 2006, the value of the purchase amounted
to $2,628 (reflecting two 3 for 2 stock splits and
dividends), which represents a gain of 1,166%.
2006 Annual Report
assemblies operate without drive belts, eliminating
the need to adjust or replace fan belts. Furthermore,
this product operates with our new airfoil backward
inclined fan which creates greater efficiency than the
traditional fan design. The end result is a significant
reduction in the use of electricity to power the
products.
We continue to pursue a policy of product
diversification utilizing our technologically innovative
expertise. In 2003, we introduced the LL Series chiller,
a never before offered packaged chiller. All models
feature a full height, two inch thick foam insulated
double- wall cabinet. These chillers can be provided
with factory
engineered boiler
and pumping
packages,
eliminating
the need for
a mechanical
room. The chiller
product utilizes the
environmentally
friendly R-410A
refrigerant, while
the patented
evaporative-cooled
The demands to
manufacture products
which adhere to
regulatory mandates
regarding the
environment and are
more energy efficient
has led to a complete
redesign of our existing
product line and the
introduction of products
which gives us entrance
into new markets.
Meeting our Social Responsibilities
The demands to manufacture products which adhere
to regulatory mandates regarding the environment
and are more energy efficient has led to a complete
redesign of our existing product line and the
introduction of products which gives us entrance
into new markets. The RM and RN series of unitary
rooftop products (2-70 tons of cooling capacity)
contributed approximately 75% of total sales this past
year. The foamed version of the RL series (40-230
tons of cooling capacity) was introduced just three
years ago. The industry response to this product line
has been excellent and in 2006 our entire rooftop
line of products contributed about 85%
of total sales. The increasing
demand for these products
can be attributed to a number
of factors. All three series are
designed to use
R-410A, an environmentally
friendly refrigerant. Effective in
2010, the EPA has mandated
that all manufactured HVAC
equipment must use refrigerants that
do not contain chlorine, thereby reducing the effect of
ozone in the atmosphere. In addition, the RN and RL
lines are manufactured using double wall composite
foam panels for their cabinets. AAON has become an
industry leader in this manufacturing process.
The use of foam rather than fiberglass
creates a product which is lighter, more cost
efficient and a better insulator. By the end of
2008, the complete RM series of products
will be manufactured using this process for
its cabinets. Finally, the RL and RN lines are
manufactured using our direct drive blower
assemblies introduced in 2005. These
RL Series
condenser promotes energy savings of 20-40% over
comparable air-cooled models. We estimate the chiller
market segment we are addressing to be about $800
million annually.
The introduction of packaged water chillers and our
expertise in the manufacturing of double-wall foam
panels for cabinets made for a simple extension into
the air-handler market. By the middle of this year our
Tulsa facility will begin to manufacture a modular and
semi-custom line of air-handler. The M2 and M3 Series
of products will operate with the highly efficient direct
drive blower assemblies, have double-wall cabinet
construction, and will allow for significant customization.
These products can be installed either outdoors or
indoors. We estimate the air-handler segment of the
commercial market to be in the vicinity of $1.4 billion.
Sales Representatives’ Performance
Ten years ago we initiated a concerted effort to
diversify our customer mix, thereby reducing our
vulnerability to any potential reduction or loss of sales
to a major national account. The sales representatives
have been primarily responsible for the diversification
of our sales mix and a significant catalyst for our
sales growth. At the end of 2006, the representatives’
network had 110 offices in all 50 states and 10
provinces of Canada. This sector produced a gain of
32.9% to $209.0 million or 90.3% of total corporate
sales. In 2005, representatives’ sales were $157.3
million or 85.0% of total corporate sales. The
Company’s aggressive posture regarding new product
introductions for additional HVAC market segments
will allow our manufacturers’ representatives entrance
into new markets producing significant incremental
sales. Furthermore, we expect to begin to accelerate
our custom manufacturing efforts which will allow the
representatives to pursue the rooftop, air handling
and chiller markets that were previously not available
to them. We believe the manufacturers’ representative
network will continue to provide a major contribution
to AAON’s future growth.
Our Employees
The ongoing success of our Company can be directly
attributed to our employees. To that end we have
created a number of programs which provide for
financial enhancement, vocational enrichment and
health care needs.
The Company’s retirement program acts as an
incentive for employee retention as well as providing
an opportunity for retirement preparation. In 2004,
we made changes to our 401(k) plan to stimulate the
motivation for employees to remain with AAON. We
reduced the eligibility period from one year to the first
day of employment so that employees who participate
in the 401(k) plan can begin to earn matching funds
immediately. However, the Company’s contributions
remain subject to the original vesting period so the
employee must stay with the company at least two
years to be entitled to any portion of the funds. In
addition, we increased the Company’s matching
contribution to a maximum of 3.5% of compensation
based upon a 50% matching rate. This results in
a 10.5% saving rate for retirement that is within a
range widely recommended by financial advisors
for retirement planning. Matching contributions by
AAON have increased from $0.5 million in 2004 to
$1 million in 2006 largely as a result of increased
participation and employment. Lastly, we initiated
automatic enrollment of eligible employees and
automatic increases on an annual basis to encourage
increased participation. While all Company funds are
initially contributed in the form of cash which is used to
purchase AAON stock on the open market, employees
are able to diversify these contributions after their first
vesting date. Since 2004, the Company has purchased
246,551 shares from the plan for a total cost of
$5.2 million and the plan now holds over 3% of the
The ongoing success of our Company can be directly attributed to our employees.
August
AAON, an
Oklahoma
corporation,
was founded.
Spring
AAON purchased, renovated and moved
into a 184,000 square foot plant in Tulsa,
Oklahoma.
Introduced a new product line of rooftop
heating and air conditioning units 2-140
tons.
December
Formed AAON Coil Products,
a Texas Corporation, as a
subsidiary to AAON, Inc. (Nevada)
and purchased coil making
assets of Coils Plus.
September
One-for-four reverse stock
split. Retired $1,927,000 of
subordinated debt.
November
Listed on the NASDAQ
National Market System.
January
Introduced
a desiccant
heat recovery
wheel option
available on all
AAON rooftop
units.
September
Completed
expansion
of the Tulsa
facility to
332,000
square feet.
April
AAON received U.S. patent for
Blower Housing assembly.
October
U.S. patent granted to AAON
for air conditioner with energy
recovery heat wheel.
Spring
Completed Tulsa,
Oklahoma, and Longview,
Texas, plant additions
yielding a total exceeding
one million square feet.
June
3-for-2
stock
split.
Fall
Industry introduction of the
modular air handler and chiller
products.
May
Purchase of
the assets of
Air Wise, of
Mississauga,
Ontario,
Canada.
November
Introduction
of light
commercial/
residential
product
lines.
April 2006
AAON introduces
factory engineered
and assembled
packaged
mecanical
room, which
includes a boiler
and all piping
and pumping
accessories.
1988 | 1989 | 1990 | 1991 | 1992 | 1993 | 1994 | 1995 | 1996
1997 | 1998 | 1999 | 2000 | 2001 | 2002 | 2003 | 2004 | 2005 | 2006
September
Purchase of
John Zink Air
Conditioning
Division.
Summer
Became a publicly traded
company with the reverse
acquisition of Diamond
Head Resources (now
“AAON, Inc.”), a Nevada
corporation.
December
Listed on NASDAQ
Small Cap—
Symbol “AAON.”
Spring
AAON Coil Products purchased,
renovated and moved into a
110,000 square foot plant in
Longview, Texas.
March
Purchase of property with
26,000 square foot building
adjacent to AAON Coil
Products plan in Longview,
Texas. Issued a 10% stock
dividend.
November
AAON yearly
shipments exceed
$100 million.
Received U.S. patent
for Dimpled Heat
Exchanger Tube.
December
Purchased
40 acres with
457,000 square
foot plan and
22,000 square
foot office
space located
across from
Tulsa facility.
Fall
Expanded rooftop
product line to 230
tons. Introduced
evaporative
condensing energy
savings feature. 3-
for-2 stock split.
October
AAON, listed in FORBES
Magazine’s “Hot Shots 200
Up & Comers.”
July
AAON added as a member of
the Russell 2000® Index.
July
Started production
of polyurethane
foam-filled double-
wall construction
panels for rooftop
and chiller
products using
newly purchased
manufacturing
equipment.
August
AAON received U.S.
Patent for Plenum Fan
Banding.
June
Initiation of a
semi-annual
cash dividend
for AAON
shareholders.
Company’s shares. We believe that by helping employees
properly prepare for their future needs, they are better
able to focus on their job responsibilities.
In an effort to address the present health care needs of
our employees, we provide a health insurance program
focused upon wellness, prevention and care of chronic
conditions. Beginning in 2005, we offered access to a
Health Risk Assessment program to allow our domestic
employees to better understand their particular needs
and to help them determine the correct approach to
solving their concerns. We established on-site clinics at
our domestic facilities and have staffed them with part-
time physicians to provide for convenient basic care while
offering easy access to professionals who can help them
with questions pertaining to their health. We continue
to look for means by which we can improve employee
involvement in the health cost management process
and to encourage personal responsibility for health risk
reduction. Aggressive management of our health program
has allowed us to maintain competitive plan costs while
promoting the wellness of our employees.
From the perspective of both the financial impact and
the number of people involved, our largest employee
motivational tool is our Profit Sharing program. For
employees who work a complete calendar quarter, we
distribute 10% of the Company’s pre-tax earnings. This
bonus is calculated at the operating subsidiary level. In
the past year, the Company distributed $3.3 million to its
employees compared to $2.1 million in 2005. The average
eligible employee received over $2,000 during 2006. We
believe Profit Sharing has motivated our employees to
focus upon the overall profitability of the Company.
on-site and off-site facilities. We provide a variety of
industry-specific training at our plants through our own
personnel and via outside advisors who prepare and
present the necessary information during hands-on
classes. We also encourage the pursuit of a broader
range of skills through our tuition reimbursement
program. By supporting the educational and vocational
growth of our employees, we intend to develop
knowledgeable personnel who can be promoted through
the Company and provide AAON with a deep pool of
talent. We believe our efforts in these areas will benefit
our shareholders through increased profitability.
Outlook
I am confident that the Company can show further
progress this year and into the future. We are devoted
to meeting the demands of our customers and
government regulators to manufacture technologically
innovative products which are more energy efficient and
environmentally friendly. We will continue to expend the
capital and the effort to achieve these goals.
Our earlier successes and future endeavors can and will
be directly attributed to the confidence and cooperation
of our loyal customers, sales representatives and
shareholders as well as the dedication of our
outstanding employees, all of whose names appear
at the end of this report. The Board of Directors and
I want to thank all of you for your past and continuing
commitment to the Company.
Sincerely,
The attainment of performance objectives requires an
appropriate set of skills. In order to obtain the necessary
skills, we support continuing training through both
Norman H. Asbjornson
President & CEO
April 13, 2007
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
3
[ ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 134
For the fiscal year ended December 31, 2006
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 134
For the transition period from _____________________________ to _____________________________
Commission file number: 0-18953
AAON, INC.
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction
of incorporation or organization)
2425 South Yukon, Tulsa, Oklahoma
(Address of principal executive offices)
87-0448736
(IRS Employer
Identification No.)
74107
(Zip Code)
Registrant’s telephone number, including area code: (918) 583-2266
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.004
(Title of Class)
Rights to Purchase Series A Preferred Stock
(Title of Class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.
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.
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.
¨
Yes No
3
Yes No
3
Yes No
3
3
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer (as defined in Rule
12b-2 of the Securities Exchange Act of 1934).
Large accelerated filer
Accelerated filer
3
Non-accelerated filer
Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Act.
Yes No
3
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, 2006) was $245,000,000.
As of February 28, 2007, registrant had outstanding a total of 12,334,677 shares of its $.004 par value Common Stock.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of registrant’s definitive Proxy Statement to be filed in connection with the Annual Meeting of Stockholders
to be held May 22, 2007, are incorporated into Part III.
2006 Annual Report
2006 Annual Report
TABLE OF CONTENTS
PART I
Item Number and Caption
PART I
1. Business.
1A. Risk Factors.
1B. Unresolved Staff Comments.
2. Properties.
3.
Legal Proceedings.
4. Submission of Matters to a Vote of Security Holders.
PART II
5. Market for Registrant’s Common Equity, Related Stockholder Matters and
Issuer Purchases and Equity Securities.
6. Selected Financial Data.
7. Management’s Discussion and Analysis of Financial Condition
and Results of Operations.
7A. Quantitative and Qualitative Disclosures About Market Risk.
8. Financial Statements and Supplementary Data.
9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure.
9A. Controls and Procedures.
9B. Other Information.
PART III
10. Directors, Executive Officers and Corporate Governance.
11. Executive Compensation.
12. Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters.
13. Certain Relationships and Related Transactions.
14. Principal Accountant Fees and Services.
PART IV
15. Exhibits, Financial Statement Schedules.
Page
Number
Item 1. Business.
1
4
6
6
6
6
7
9
10
18
19
19
19
21
22
22
22
22
23
24
General Development and Description of Business
AAON, Inc., a Nevada corporation, was incorporated on August 18, 1987.
The Company (including its subsidiaries) is engaged in the manufacture and sale of air-conditioning and heating
equipment consisting of standardized and custom rooftop units, chillers, air-handling units, make-up air units, heat
recovery units, condensing units, coils and boilers.
Products and Markets
The Company’s products serve the commercial and industrial new construction and replacement markets. To date
virtually all of the Company’s sales have been to the domestic market, with foreign sales accounting for less than
5% of its sales in 2006.
The rooftop and condenser markets consist of units installed on commercial or industrial structures of generally
less than 10 stories in height. Air-handling units, chillers, coils and boilers 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. Historically, approximately half of the industry’s market has consisted 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 6-18 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, the Company emphasizes the replacement market.
Based on its 2006 level of sales of approximately $231 million, the Company estimates that it has a 13% share
of the rooftop market and a 1% share of the coil market. Approximately 55% of the Company’s sales now come
from new construction and 45% from renovation/replacements. The percentage of sales for new construction vs.
replacement to particular customers is related to the customer’s stage of development.
The Company purchases certain components, fabricates sheet metal and tubing and then assembles and tests
its finished products. The Company’s primary finished products consist of a single unit system containing heating,
cooling and/or heat recovery components in a self-contained cabinet, referred to in the industry as “unitary”
products. The Company’s other finished products are coils consisting of a sheet metal casing with tubing and fins
contained therein, air-handling units consisting of coils, blowers and filters, condensing units consisting of coils,
fans and compressors, which, with the addition of a refrigerant-to-water heat exchanger, become chillers, make-
up air units, heat recovery units and boilers consisting of boilers and a sheet metal cabinet.
With regard to its standardized products, the Company currently has five groups of rooftop units: its HB Series
consisting of four cooling sizes ranging from two to five tons; its RM and RN Series offered in 21 cooling sizes
ranging from two to 70 tons; its RL Series, which is offered in 15 cooling sizes ranging from 40 to 230 tons; and its
HA Series, which is a horizontal discharge package for either rooftop or ground installation, offered in eight sizes
ranging from seven and one-half to 50 tons. The Company also produces customized rooftop products with direct
(MN Series) and indirect (DT Series) heating in sizes as required.
1
2006 Annual Report
2006 Annual Report
The Company manufactures a Model LL chiller, which is available in both air-cooled condensing and evaporative
cooled configurations.
The Company’s air-handling units consist of the H/V Series, the modular (M2) Series and a customized NJ
Series.
The Company’s heat recovery option applicable to its RM, RN and RL units, as well as its M2 and NJ Series air
handlers, respond to the U.S. Clean Air Act mandate to increase fresh air in commercial structures. The Company’s
products are designed to compete on the higher quality end of standardized products.
Performance characteristics of its products range in cooling capacity from 28,000-4,320,000 BTU’s and in heating
capacity from 69,000-6,000,000 BTU’s. All of the Company’s products meet the Department of Energy’s efficiency
standards, which define the maximum amount of energy to be used in producing a given amount of cooling.
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.
The Company has developed and is beginning to market a residential condensing unit (CB Series) and air-handlers
(F1 Series) as well as boilers (BL Series).
The Company’s products and sales strategy focus on “niche” markets. The targeted markets for its equipment
are customers seeking products of better quality than offered, and/or options not offered, by standardized
manufacturers.
To support and service its customers and the ultimate consumer, the Company provides parts availability through
eight independent parts distributors and has factory service organizations at each of its plants. Also, a number of
the manufacturer representatives utilized by the Company have their own service organizations, which, together
with the Company, provide the necessary warranty work and/or normal service to customers.
The Company’s warranty on its products is: for parts only, the earlier of one year from the date of first use or 14
months from date of shipment; compressors (if applicable), an additional four years; on gas-fired heat exchangers
(if applicable), 15 years; and on stainless steel heat exchangers (if applicable), 25 years.
Research and Development
All R&D activities of the Company are company-sponsored, rather than customer-sponsored. R&D has involved
the HB, RM, RN, RL, NJ, DT and MN (rooftop units), LL (chillers), CB (condensing units), F1 (air handlers) and
BL (boilers), as well as component evaluation and refinement, development of control systems and new product
development. The Company incurred research and development expenses of $1,974,000 in 2006, $1,681,000 in
2005 and $1,072,000 in 2004.
Major Customers
The Company’s largest customer last year was Wal-Mart Stores, Inc. Sales to Wal-Mart accounted for less than
10% of total sales in 2006 and 2005, and were 14% of total sales in 2004. The Company has no written contract
with this customer.
Backlog
The Company had a current backlog as of March 1, 2007, of $62,798,000, compared to $48,597,000 at March 1,
2006. The current backlog consists of orders considered by management to be firm and substantially all of which
will be filled by August 1, 2007; however, the orders are subject to cancellation by the customers.
In order to diversify its customer base, the Company has added to and/or upgraded its sales representation in
various markets.
Sources and Availability of Raw Materials
The most important materials purchased by the Company are steel, copper and aluminum, which are obtained
from domestic suppliers. The Company also purchases from other domestic manufacturers certain components,
including compressors, electric motors and electrical controls used in its products. The Company endeavors
to obtain the lowest possible cost in its purchases of raw materials and components, consistent with meeting
specified quality standards. The Company is not dependent upon any one source for its raw materials or the major
components of its manufactured products. By having multiple suppliers, the Company believes that it will have
adequate sources of supplies to meet its manufacturing requirements for the foreseeable future.
The Company attempts to limit the impact of increases in raw materials and purchased component prices on its
profit margins by negotiating with each of its major suppliers on a term basis from six months to one year. However,
in each of the last three years cost increases in basic commodities, such as steel, copper and aluminum, severely
impacted profit margins.
Distribution
The Company employs a sales staff of 14 individuals and utilizes approximately 87 independent manufacturer
representatives’ organizations having 104 offices to market its products in the United States and Canada. The
Company also has 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 the Company’s Tulsa, Oklahoma,
Longview, Texas, and Burlington, Ontario, Canada plants to the job site. Billings are to the contractor or end user,
with a commission paid directly to the manufacturer representative.
Working Capital Practices
Working capital practices in the industry center on inventories and accounts receivable. The Company regularly
reviews its working capital with a view to maintaining the lowest level consistent with requirements of anticipated
levels of operation. The Company’s greatest needs arise during the months of July-November, the peak season for
inventory (primarily purchased material) and accounts receivable. The Company’s working capital requirements are
generally met by cash flow from operations and a bank revolving credit facility, which currently permits borrowings
up to $15,150,000. The Company believes that it will have sufficient funds available to meet its working capital
needs for the foreseeable future. The Company expects to renew its revolving credit agreement in July 2007.
Seasonality
Sales of the Company’s products are moderately seasonal with the peak period being July-November of each
year.
Competition
In the standardized market, the Company competes primarily with Trane Company, a division of American Standard,
Inc., Carrier Corporation, a subsidiary of United Technologies Corporation, Lennox International, Inc., and York,
a division of Johnson Controls. All of these competitors are substantially larger and have greater resources than
the Company. In the custom market, the Company competes with many larger and smaller manufacturers. The
Company competes 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, the Company often is at a competitive disadvantage on sales of its products because
of the emphasis placed on initial cost; whereas, in the replacement market and other owner-controlled purchases,
the Company has a better chance of getting the business since quality and long-term cost are generally taken into
account.
3
2006 Annual Report
2006 Annual Report
Employees
As of March 1, 2007, the Company had 1,368 employees and 73 temporaries, none of whom is represented by
unions. Management considers its relations with its employees to be good.
Patents, Trademarks, Licenses and Concessions
The Company does not consider any patents, trademarks, licenses or concessions held by it to be material to its
business operations, other than patents issued regarding its heat recovery wheel option, blower, gas-fired heat
exchanger and evaporative condenser desuperheater.
Environmental Matters
Laws concerning the environment that affect or could affect the Company’s domestic 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. The Company believes that it presently complies with these laws and that future compliance will not
materially adversely affect the Company’s earnings or competitive position.
Available Information
The Company’s Internet website address is http://www.aaon.com. Its 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 Exchange Act of 1934 will be available through the Company’s Internet website as
soon as reasonably practical after the Company electronically files such material with, or furnishes it to, the SEC.
Item 1A. Risk Factors.
The following risks and uncertainties may affect the Company’s performance and results of operations.
Our business can be hurt by an economic downturn.
Our business is affected by a number of economic factors, including the level of economic activity in the markets in
which we operate. A decline in economic activity in the United States could materially affect our financial condition
and results of operations. 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. 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 would result in a decrease in
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. We enter into cancelable contracts on terms from six months
to one year 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 may not be able to successfully develop and market new products.
Our future success will depend upon our continued investment in research and new product development and
our ability to continue to realize new technological advances in the HVAC industry. Our inability to continue to
successfully develop and market new products or our inability to achieve 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, or could negatively
affect our cash flow, which could have an adverse effect 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.
The loss of Norman H. Asbjornson could impair the growth of our business.
Norman H. Asbjornson, the founder of AAON, Inc., has served as the President and Chief Executive Officer of the
Company 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, our products are technologically advanced and well positioned for sales into the future and we carry
key man insurance on Mr. Asbjornson, his death, disability or retirement, could impair the growth of our business.
We do not have an employment agreement with Mr. Asbjornson.
Our stockholder rights plan and some provisions in our bylaws and Nevada law could delay or prevent a
change in control.
Our stockholder rights plan and some provisions in our bylaws and Nevada law could delay or prevent a change
in control, which could adversely affect the price of our common stock.
AAON’s business is subject to the risks of interruptions by problems such as computer viruses.
Despite our company’s implementation of network security measures, its services are vulnerable to computer
viruses, break-ins and similar disruptions from unauthorized tampering with its computer systems. Any such event
could have a material adverse affect on our business.
Exposure to environmental liabilities could adversely affect our results of operations.
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.
4
5
2006 Annual Report
1B. Unresolved Staff Comments.
None.
Item 2. Properties.
The plant and office facilities in Tulsa, Oklahoma, consist of a 337,000 square foot building (322,000 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 (the “original facility”), and a 563,000 square foot manufacturing/warehouse building and a
22,000 square foot office building (the “expansion facility”) located on a 40-acre tract of land across the street from
the original facility (2440 South Yukon Avenue). Both plants are of sheet metal construction.
The original facility’s manufacturing area is in a heavy industrial type building, with total coverage by bridge cranes,
containing manufacturing equipment designed for sheet metal fabrication and metal stamping. The manufacturing
equipment contained in the original facility consists primarily of automated sheet metal fabrication equipment,
supplemented by presses, press breaks and NC punching equipment. Assembly lines consist of four cart-type
conveyor lines with variable line speed adjustment, three of which are motor driven. Subassembly areas and
production line manning are based upon line speed. The manufacturing facility is 1,140 feet in length and varies
in width from 390 feet to 220 feet.
The expansion facility is 39% (228,000 sq. ft.) utilized by the Company and 61% leased to a third party. The
Company uses 22,000 sq. ft. for office space, 20,000 sq. ft. for warehouse space and 80,000 sq. ft. for two
production lines; an additional 106,000 square feet is utilized for sheet metal fabrication. The remaining 357,000
sq. ft. (presently leased) will afford the Company additional plant space for long-term growth.
Production at these facilities averaged approximately $17.9 million per month in 2006, which is approximately 55%
of the estimated current production capacity. Management deems its facilities to be nearly ideal for the type of
products being manufactured by the Company.
The Company’s operations in Longview, Texas, are conducted in a plant/office building at 203-207 Gum Springs
Road, containing 258,000 sq. ft. on 14 acres. The manufacturing area (approximately 251,000 sq. ft.) is located in
three 120-foot wide sheet metal buildings connected by an adjoining structure. The facility is built for light industrial
manufacturing. An additional, contiguous 15 acres were purchased in 2004 and 2005 for future expansion.
The Company’s operations in Burlington, Ontario, Canada, are located at 279 Sumach Drive, consisting of an
82,000 sq. ft. office/manufacturing facility on a 5.6 acre tract of land.
Item 3. Legal Proceedings.
The Company is not a party to any pending legal proceeding which management believes is likely to result in
a material liability and no such action is contemplated by or, to the best of its knowledge, has been threatened
against the Company.
Item 4. Submission of Matters to a Vote of Security Holders.
No matter was submitted to a vote of security holders, through solicitation of proxies or otherwise, during the
period from October 1, 2006, through December 31, 2006.
2006 Annual Report
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities.
The Company’s Common Stock is traded on the NASDAQ Global Select Market under the symbol “AAON”. The
range of closing prices for the Company’s Common Stock during the last two years, as reported by National
Association of Securities Dealers, Inc., was as follows:
Quarter Ended
High
Low
March 31, 2005
June 30, 2005
September 30, 2005
December 31, 2005
March 31, 2006
June 30, 2006
September 30, 2006
December 31, 2006
$16.46
$18.99
$19.33
$18.46
$23.91
$28.53
$26.80
$29.01
$13.91
$16.15
$16.28
$16.22
$18.10
$20.96
$21.41
$21.48
On February 28, 2007, there were 998 holders of record, and 2,264 beneficial owners, of the Company’s Common
Stock.
On February 14, 2006, the Board of Directors voted to initiate a semi-annual cash dividend of $0.20 per share to
the holders of the outstanding Common Stock of the Company to be declared at dates of the Board’s discretion.
In 2006, dividends were declared to shareholders of record at the close of business on June 12, 2006 and paid on
July 3, 2006 and declared to shareholders of record at the close of business on December 11, 2006 and paid on
January 3, 2007. The Company paid cash dividends of $2,478,000 and declared dividends payable of $2,465,000
for the year ended December 31, 2006.
Following repurchases of approximately 12% of its outstanding Common Stock between September 1999 and
September 2001, the Company announced and began its current stock repurchase program on October 17, 2002,
targeting repurchases of up to an additional 10% (1,325,000 shares) of its outstanding stock. Through December
31, 2005, the Company had repurchased a total of 1,257,864 shares under the current program for an aggregate
price of $22,034,568, or an average of $17.52 per share. On February 14, 2006, the Board of Directors approved
the suspension of the Company’s repurchase program.
On July 1, 2005, the Company entered into a stock repurchase arrangement by which employee-participants in
AAON’s 401(k) savings and investment plan are entitled to have shares of AAON stock in their accounts sold to
the Company to provide diversification of their investments. The maximum number of shares to be repurchased
is unknown under the program as the amount is contingent on the number of shares sold by employees. Through
December 31, 2006, the Company repurchased 246,551 shares for an aggregate price of $5,185,000 or an average
price of $21.03 per share. The Company purchases the shares at the current market price.
2006 Annual Report
2006 Annual Report
Repurchases during the fourth quarter of 2006 were as follows:
Item 6. Selected Financial Data.
Period
ISSUER PURCHASES OF EQUITY SECURITIES
(a)
Total Number of
Shares (or Units)
Purchased
(b)
Average Price
Paid Per
Share
(or Unit)
(c)
Total Number of Shares (or
Units) Purchased as Part of
Publicly Announced Plans
or Programs
(d)
Maximum Number (or
Approximate Dollar Value) of
Shares (or Units) that May Yet Be
Purchased Under the Plans
or Programs
Month #1 — October 1-31, 2006
Month #2 — November 1-30, 2006
Month #3 — December 1-31, 2006
Total
6,867
8,685
19,145
34,697
$23.63
$25.87
$25.53
$25.24
6,867
8,685
4,145
19,697
-
-
-
-
Stock Performance Graph (1)
The following graph compares the cumulative total shareholder return of the Company, the NASDAQ Composite
and its peer group named below. The graph assumes a $100 investment at the closing price on January 1, 2001,
and reinvestment of dividends on the date of payment without commissions. This table is not intended to forecast
future performance of the Company’s common stock.
The following selected financial data should be read in conjunction with the financial statements and related notes
thereto for the periods indicated which are included elsewhere in this report.
Results of Operations:
00
005
004
003
00
(in thousands, except per share data)
Year Ended December 31,
Net sales
Net income
Cash dividends declared per
common share
Basic earnings per share
Diluted earnings per share
Weighted average shares
Basic
Diluted
Financial Position at End of
Fiscal Year:
Working capital
Total assets
Long-term and current debt
Stockholders’ equity
$ 231,460 $ 185,195 $ 171,885 $ 147,890 $ 154,141
14,227 $ 14,611
$
11,462 $
17,133 $
7,521 $
$
$
$
0.40 $
1.39 $
1.35 $
- $
- $
-
0.93 $ 0.60 $ 1.12 $ 1.11
0.90 $ 0.58 $ 1.07 $ 1.06
- $
12,304
12,340
12,435
12,685
13,158
12,652
12,750
12,923
13,251
13,740
December 31,
00
005
004
003
00
(in thousands)
36,356 $
33,372 $
35,369 $ 21,149
$
$ 130,056 $ 113,606 $ 105,227 $ 102,085 $ 91,713
- $
$
-
67,428 $ 62,310
$
275 $
71,171 $
167 $
79,495 $
59 $
91,592 $
27,939 $
* The peer group consists of American Standard Companies, Fedders Corp., Lennox International, Inc., Mestek, Inc., and LSB
Industries, Inc., all of which are in the business of manufacturing air conditioning and heat exchange equipment.
(1) SEC filings sometimes “incorporate information by reference.” This means the Company is referring you to information that
has previously been filed with the SEC, and that this information should be considered as part of the filing you are reading.
Unless the Company specifically states otherwise, this Stock Performance Graph shall not be deemed to be incorporated
by reference and shall not constitute soliciting material or otherwise be considered filed under the Securities Act of 1933 as
amended, or the Securities Exchange act of 1934, as amended.
Basic earnings per common share were computed by dividing net income by the weighted average number
of shares of common stock outstanding during the reporting period. Diluted earnings per common share were
determined on the assumed exercise of dilutive options, as determined by applying the treasury stock method.
Effective September 28, 2001 and June 4, 2002, the Company completed three-for-two stock splits. The shares
outstanding and earnings per share disclosures have been restated to reflect the stock splits.
2006 Annual Report
2006 Annual Report
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Overview
AAON engineers, manufactures and markets air-conditioning and heating equipment consisting of standardized
and custom rooftop units, chillers, air-handling units, make-up units, heat recovery units, condensing units, coils
and boilers. Custom units are marketed and sold to retail, manufacturing, educational, medical and other com-
mercial industries. AAON markets units to all 50 states in the United States and certain provinces in Canada.
International sales are less than five percent as the majority of all sales are domestic.
AAON sells its products to property owners and contractors through a network of manufacturers’ representatives
and its internal sales force. Demand for the Company’s products is influenced by national and regional economic
and demographic factors. The commercial and industrial new construction market is subject to cyclical fluctua-
tions in that it is generally tied to housing starts, but has a lag factor of 6-18 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, the Company emphasizes the replacement market.
The principal components of cost of goods sold are labor, raw materials, component costs, factory overhead,
freight out and engineering expense. The principal raw materials used in AAON’s manufacturing processes are
steel, copper and aluminum. Prices increased by approximately 24% for steel, 42% for aluminum and copper
ranged from increases of 175%-400% from 2004 to 2006. The increases resulted in economic challenges to
AAON. AAON reviewed and adjusted current pricing strategies, created efficiencies in production, and continued
relationships with suppliers in order to mitigate the economic factors of increasing commodity prices. The major
component costs include compressors, electric motors and electronic controls, which also increased due to in-
creases in commodities.
Selling, general, and administrative (“SG&A”) costs include the Company’s internal sales force, warranty costs,
profit sharing and administrative expense. Warranty expense is estimated based on historical trends and other fac-
tors. The Company’s warranty on its products is: for parts only, the earlier of one year from the date of first use or
14 months from date of shipment; compressors (if applicable), an additional four years; on gas-fired heat exchang-
ers (if applicable), 15 years; and on stainless steel heat exchangers (if applicable), 25 years. Warranty charges on
heat exchangers do not occur frequently.
The office facilities of the Company consist of a 337,000 square foot building (322,000 sq. ft. of manufactur-
ing/warehouse space and 15,000 sq. ft. of office space) located at 2425 S. Yukon Avenue, Tulsa, Oklahoma (the
“original facility”), and a 563,000 square foot manufacturing/warehouse building and a 22,000 square foot office
building (the “expansion facility”) located across the street from the original facility at 2440 S. Yukon Avenue. The
Company utilizes 39% of the expansion facility and the remaining 61% is leased to a third party.
Other operations are conducted in a plant/office building at 203-207 Gum Springs Road in Longview, Texas, con-
taining 258,000 square feet (251,000 sq. ft. of manufacturing/warehouse and 7,000 sq. ft. of office space). An ad-
ditional 15 acres of land was purchased for future expansion in 2004 and 2005 in Longview, Texas. The Company’s
operations in Burlington, Ontario, Canada, are located at 279 Sumach Drive, consisting of an 82,000 sq. ft. office/
manufacturing facility on a 5.6 acre tract of land.
Set forth below is income statement information and as a percentage of sales with respect to the Company for
years 2006, 2005 and 2004:
00
Year Ended December 31,
005
(in thousands)
004
Net sales
Cost of sales
Gross profit
Selling, general and
administrative
expenses
Income from operations
Interest expense
Interest income
Other income, net
Income before income
taxes
Income tax provision
Net income
$ 31,40
1,50
43,0
1,05
5,31
(1)
4
44
100.0% $
1.0%
1.0%
.%
11.%
0.0%
0.0%
0.1%
185,195
149,904
35,291
100.0%
81.0%
19.0%
$ 171,885
145,021
26,864
100.0%
84.3%
15.7%
17,477
17,814
9.4%
9.6%
15,214
11,650
8.9%
6.8%
(16)
67
467
0.0%
0.0%
0.3%
(38)
183
584
0.0%
0.1%
0.3%
,1
,05
11.3%
3.%
$
1,133
.4% $
18,332
6,870
11,462
9.9%
3.7%
12,379
4,858
6.2% $
7,521
7.2%
2.8%
4.4%
Results of Operations
Key events impacting AAON’s cash balance, financial condition, and results of operations in 2006 include the
following:
• An increase in the volume of sales on all product lines due to commercial construction growth and
market share gains and effective moderation of commodity costs with purchase agreements and pricing
strategies affecting gross margin positively resulted in significantly higher revenues and net income. The
large volume of sales also lowered the effect of major fixed costs in general and administrative expenses
and occupancy expenses.
• AAON remained the leader in the industry for environmentally-friendly, energy efficient and quality
innovations, utilizing R410A refrigerant and phasing out pollutant causing R22 refrigerant. The phase out
of R22 began at the beginning of 2004. AAON also utilizes a high performance composite foam panel to
eliminate over half of the heat transfer from typical fiberglass insulated panels. AAON continues to utilize
sloped condenser coils, and access compartments to filters, motor, and fans. All of these innovations
increase the demand for AAON’s products thus increasing market share.
In February 2006, the Board of Directors authorized a semi-annual cash dividend payment. Cash payments
of $ 2.5 million were made in 2006, and $2.4 million accrued as a liability for payment in January of 2007.
• Stock repurchases of AAON stock from employee’s 401(k) savings and investments plan was authorized in
2005. AAON continued to repurchase stock from employees throughout 2006, resulting in cash payments
of $3.9 million. This cash outlay is partially offset by cash received from options exercised by employees
as a part of an incentive bonus program. The cash received in 2006 from options exercised was $1.3
million.
•
• Borrowings under the line of credit were approximately $53.7 million, and $82 thousand in interest expense
was paid in 2006. Borrowings under the line of credit where interest is accrued are relatively short and
generally paid off within the month incurred or the following month. At the end of 2006 there were no
borrowings owed on the line of credit.
• Purchases of equipment and renovations to manufacturing facilities remained a priority. AAON capital
expenditures were $17.8 million. Equipment purchases create significant efficiencies, lower production
costs and allow continued growth in production. The Company currently estimates to dedicate $10.0
million to capital expenditures in 2007 for continued growth.
10
11
2006 Annual Report
2006 Annual Report
Net Sales
Net sales were approximately $231.5 million, $185.2 million, and $171.9 million in 2006, 2005 and 2004. The
highest level of sales occurred in 2006. This increase in sales of $46.3 million or 25.0% resulted from an increase
in sales volume from active marketing by sales representatives and pricing strategies in order to keep up with in-
creasing raw materials costs. New commercial construction steadily improved throughout 2006 allowing widening
of the market. Management anticipates continued growth throughout 2007. The increase in sales in 2005 of $13.3
million or 7.7% was attributable to both volume and price increases. The increased sales were offset by computer
and electrical outages that caused the closing of the Tulsa facility for four days.
Gross Profit
Gross margins in 2006, 2005 and 2004 were $43.9 million, $35.3 million and $26.9 million, respectively. As a
percentage of sales, gross margins were 19.0%, 19.0% and 15.7% for the years ended 2006, 2005 and 2004.
This stable gross profit percentage from 2005 to 2006 results from adjusting pricing strategies for continued high
material costs for raw materials and components. Management anticipates the moderation of commodity costs
through relationships with suppliers and price decreases in certain commodity costs will only enhance already
increased margins. Certain labor efficiencies were also experienced in 2006 adding to the positive gross margin.
The lower gross margins from 2004 resulted from high material costs, and higher than normal repair expenses to
moderate sheet metal down time. Due to an increase in the volume of sales, actual gross profit for 2006 increased
by $8.6 million from 2005 and $8.4 million from 2004.
Steel, copper and aluminum are high volume materials used in the manufacturing of the Company’s products,
which are obtained from domestic suppliers. Raw materials prices increased approximately 24% for steel, 42%
for aluminum and copper increases ranged from 175% to 400% from 2004 to 2006, causing increased inventory
costs. The Company also purchases from other domestic manufacturers certain components, including compres-
sors, electric motors and electrical controls used in its products. The suppliers of these components are signifi-
cantly affected by the rising raw material costs, as steel, copper and aluminum are used in the manufacturing of
their products; therefore the Company is also experiencing price increases from component part suppliers. The
Company instituted several price increases from 2004 to 2006 to customers in an attempt to offset the continued
increases in steel, copper and aluminum. The Company attempts to limit the impact of price increases on these
materials by entering into cancelable fixed price contracts with its major suppliers for periods of 6-12 months. In
many instances, due to significant price increases in 2004, suppliers refused to sell materials at the originally ne-
gotiated six-month or one year purchase order price.
Selling, General and Administrative Expenses
Selling, general and administrative expenses were $18.1 million, $17.5 million and $15.2 million for the years ended
2006, 2005 and 2004. The increase in selling, general and administrative expenses was caused primarily by an
increase in sales expenditures for an increased sales force and active marketing, salary increases in salaries for
selling, general and administrative personnel were approved in 2006 and increased net income caused an increase
in profit sharing. There were additional non-cash compensation costs for the fair value of stock options granted to
employees in accordance with the adoption of SFAS 123(R). These increases were partially offset by a decrease
of $1.9 million in warranty expenses in the fourth quarter of 2006 based on changes in the estimated accrual from
actual warranty costs and occurrences due to quality improvements. In 2005 an increase of $2.3 million (15.1%)
compared to 2004 occurred due primarily to an increase in professional fees, computer consulting, internal ac-
counting expenses resulting from Sarbanes Oxley requirements, employee profit sharing and a full year of expens-
es associated with the Canadian facility. The asset acquisition for the Canadian facilities occurred May 4, 2004.
Interest Expense
Interest expense in 2006 was $81,000, $16,000 and $38,000 for the years ended 2006, 2005 and 2004. The in-
crease in interest expense of $65,000 in 2006 was due to an increase in average borrowings under the revolving
credit facility and increases in interest rates. Interest on borrowings is payable monthly at the Wall Street Journal
prime rate less 0.5% or LIBOR plus 1.6%, at the election of the Company (6.95% at December 31, 2006). Average
borrowings under the revolving credit facility are typically paid in full within the month of borrowing or the follow-
ing month. The reduction in interest expense in 2005 from 2004 was due to lower average borrowings under the
credit facility.
Interest Income
Interest income was $24,000, $67,000 and $183,000 in 2006, 2005 and 2004 respectively. The decrease in interest
income is due to lower balances in certificates of deposit and short-term money markets.
Other Income
Other income was $424,000, $467,000 and $584,000 in 2006, 2005 and 2004, respectively. Other income is attrib-
utable primarily to rental income from the Company’s expansion facility. All expenses associated with the facility
that are allocated to the rental portion of the building are included in other income. The Company plans to continue
to monetize the expansion facility until it is needed for increased capacity.
Analysis of Liquidity and Capital Resources
AAON’s working capital and capital expenditure requirements are generally met through net cash provided by
operations and the revolving bank line of credit.
Cash Flows Provided by Operating Activities. Net cash provided by operating activities has fluctuated from year
to year. Net cash provided by operating activities was approximately $19.4 million, $12.0 million and $16.2 million
in fiscal years 2006, 2005 and 2004, respectively. The year-to-year variances are primarily from results of changes
in net income, accounts receivable, inventories held by the Company, accounts payable and accrued liabilities.
Net income for fiscal year 2006 was approximately $17.1 million, an increase of $5.7 million from fiscal year 2005,
due primarily to increased volume of sales, adjusted pricing strategies to compensate for higher raw materials
costs, innovative and efficient products, as well as strong economic growth of the commercial construction indus-
try. The increase in net income during fiscal year 2005 compared to fiscal year 2004 was also due to increased
volume in sales and adjusted pricing strategies.
Depreciation expense for December 31, 2006, 2005 and 2004 was $9.1 million, $8.5 million and $5.7 million, re-
spectively. The continued increase is due to increased capital expenditure purchases for growth and production
efficiencies. The Company adopted SFAS 123(R) in 2006, share-based compensation, which decreased net in-
come by $0.5 million. Share-based compensation was not applicable in 2005 or 2004. Both depreciation expense
and share-based compensation expense decreased net income but had no effect on operating cash.
Accounts receivable balances have continued to increase in 2005 and 2006 from the increase in sales. Accounts
receivable increased by $4.3 million at December 31, 2006 compared to December 31, 2005. The increase at
December 31, 2005 from December 31, 2004 was $5.4 million.
Inventories increased by approximately $5.8 million, $2.8 million and $0.7 million at December 31, 2006, 2005
and 2004, respectively. The leading factor in the increase is primarily related to the valuation of inventories since
2004 due to higher raw material and component parts costs. The increase is also attributable to procurement of
inventory to accommodate an increase of sales. The increase in 2005 from 2004 is related to increased sales and
valuation of inventory.
Prepaid expenses decreased by $0.8 million at December 31, 2006 compared to an increase of $0.6 million at
December 31, 2005. This decrease was primarily related to prepaid copper inventory at 2005 pricing for 2006 ma-
terial requirements that was included in prepaid expenses at December 31, 2005.
Accounts payable and accrued liabilities increased by $4.3 million, $2.3 million and $4.5 million at December 31,
2006, 2005 and 2004. The increase in 2006 related to commissions payable and timing of payments to vendors.
The change from December 31, 2005, compared to December 31, 2004, was also attributable to timing of
commissions payable and payments to vendors.
1
13
2006 Annual Report
2006 Annual Report
Cash Flows Used in Investing Activities. Cash flows used in investing activities were $16.8 million, $8.2 million
and $11.7 million in 2006, 2005 and 2004, respectively. The increase in cash flows used in investing activities in
2006 were primarily related to capital expenditures of $17.8 million for additions of machinery and equipment for
increased efficiency and a manufacturing addition at the Longview facility. Cash flows used in investing activities in
2005 consisted primarily of capital expenditures of $10.1 million for additions of machinery and equipment and an
office renovation for the facility located in Longview. Cash flows used in investing activities in 2004 related to capi-
tal expenditure additions totaling $17.0 million, reflecting primarily additions to machinery and equipment, a sheet
metal facility at the Tulsa plant and renovations made to the Company’s Tulsa manufacturing and Longview office
facilities. Management properly utilizes cash flows provided from operating activities to fund capital expenditures
that are expected to spur growth and create efficiencies. Due to anticipated production demands, the Company
expects to expend approximately $10.0 million in 2007 for equipment requirements. The Company expects the
cash requirements to be provided from cash flows from operations.
In 2006, the Company invested a total of $2 million in certificates of deposit, the latest one maturing in July of 2006.
In 2005, the Company invested $1 million in a certificate of deposit, which matured in the first quarter of 2006. In
2002, the Company invested $10 million in a certificate of deposit that matured in 2004 and an additional $3 million
was invested in certificate of deposits in 2004, which matured in the first quarter of 2005. In 2004, additional funds
were used to acquire certain Canadian assets and liabilities.
Cash Flows Used in Financing Activities. Cash flows used in financing activities were $3.3 million, $4.2 million
and $9.9 million in 2006, 2005 and 2004, respectively. The increase of cash used in financing activities primarily
relates to cash dividends declared and paid and the continued repurchase of the Company’s stock.
The Company utilizes the revolving line of credit as described below in ‘General’ to meet certain short-term cash
demands based on current liquidity at the time. The Company accessed $53.7 million of borrowings under the
line of credit and paid each separate borrowing within the month the borrowing occurred or the following month,
resulting in no net borrowings under the revolving line of credit at December 31, 2006. The Company utilized the
revolving line of credit in 2005 and 2004 for short-term cash demands in the amount of $21.1 million and $45.5
million, respectively. The Company had no net borrowings/(repayments) in 2005, and had $(5.4) million in 2004
The Company received cash from stock options exercised of $1.3 million and classified the tax benefit of stock
options exercised of $1.9 million in financing activities in 2006. The Company received cash from stock options
exercised for the years ended 2005 and 2004 of $820,000 and $478,000, respectively.
In October 2002, the Company’s Board of Directors authorized a stock buyback program to repurchase up to
1,325,000 shares of stock. The Company repurchased shares of stock under the authorized stock buyback pro-
grams in 2006, 2005 and 2004. The Company repurchased shares of stock from employees’ 401(k) savings and
investment plan and other incentive plans in 2006 in the amount of $3.9 million for 167,000 shares of stock. There
were 182,900 shares of stock repurchased for a total of $4.9 million and 265,100 shares of stock repurchased for
a total of $5.0 million in 2005 and 2004, respectively.
In February of 2006, the Board of Directors authorized a semi-annual cash dividend payment. Cash dividend
payments of $2.5 million were made in 2006, and $2.4 million declared and accrued as a liability in December
2006 for payment in January of 2007. Board approval is required to determine the date of declaration for each
semi-annual payment. Prior to 2006, no cash dividends had been declared or paid.
General
The Company’s revolving credit facility provides for maximum borrowings of $15.2 million which is provided by
the Bank of Oklahoma, National Association. Under the line of credit, there is one standby letter of credit totaling
approximately $600,000. The letter of credit is a requirement of the Company’s workers compensation insurance
and was extended in 2006 and will expire on December 31, 2007. Interest on borrowings is payable monthly at the
Wall Street Journal prime rate less 0.5% or LIBOR plus 1.6%, at the election of the Company (6.95% at December
31, 2006). No fees are associated with the unused portion of the committed amount. At December 31, 2006 and
December 31, 2005, the Company had no borrowings outstanding under the revolving credit facility. Borrowings
available under the revolving credit facility at December 31, 2006, were $14.6 million. The credit facility previously
required the Company to maintain a certain financial ratio and prohibited the declaration of cash dividends. On
February 14, 2006, the Board of Directors voted to initiate a semi-annual cash dividend of $0.20 per share to
the holders of the outstanding Common Stock. In conjunction with the Board’s vote on February 14, 2006, the
restriction of payments of dividends was waived by the lender and removed from the covenants with the renewal
of the line of credit on July 30, 2006. At December 31, 2006, the Company was in compliance with its financial ratio
covenants. On July 30, 2006, the Company renewed the line of credit with a maturity date of July 30, 2007.
Management believes the Company’s bank revolving credit facility (or comparable financing), and projected cash
flows from operations will provide the necessary liquidity and capital resources to the Company for fiscal year 2007
and the foreseeable future. The Company’s belief that it will have the necessary liquidity and capital resources is
based upon its knowledge of the HVAC industry and its place in that industry, its ability to limit the growth of its
business if necessary, its ability to authorize dividend cash payments, and its relationship with its existing bank
lender. For information concerning the Company’s revolving credit facility at December 31, 2006, see Note 4 to the
financial statements included in this report.
Commitments and Contractual Agreements
The Company is a party to several short-term, cancelable, fixed price contracts with major suppliers for the
purchase of raw material and component parts.
The Company has cancelable commitments to purchase machinery and equipment at a cost of $4.8 million.
The following table summarizes the Company’s long-term debt and other contractual agreements as of
December 31, 2006:
Payments Due By Period
(in thousands)
Total
Long-term debt and capital leases
Estimated interest payments on fixed
rate long-term debt and capital leases
Operating lease obligations
Purchase commitments
$
59
1
5
$ 4,776
Less
Than
1 Year
$
$
59
1
5
4,776
1-3
Years
4-5
Years
After 5
years
$
-
-
-
-
-
$
$
-
-
-
-
-
$
$
-
-
-
-
-
Total contractual obligations
$ 4,841
$
4,841
$
The fixed rate interest on long-term debt includes the amount of interest due on the Company’s fixed rate long-term
debt. These amounts do not include interest on the Company’s variable rate obligation related to the Company’s
revolving credit facility.
Critical Accounting Policies
The preparation of financial statements in conformity with accounting principles generally accepted in the United
States 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, future actual results could differ from those estimates and could have a significant impact
on the Company’s results of operations, financial position and cash flows. The Company reevaluates its estimates
and assumptions on a monthly basis.
14
15
2006 Annual Report
2006 Annual Report
The following accounting policies may involve a higher degree of estimation or assumption:
Allowance for Doubtful Accounts - The Company establishes an allowance for doubtful accounts based upon fac-
tors surrounding the credit risk of specific customers, historical trends in collections and write-offs, current cus-
tomer status, the age of the receivable, economic conditions and other information. Aged receivables are reviewed
on a monthly basis to determine if the reserve is adequate and adjusted accordingly at that time. The evaluation
of these factors involves complex, subjective judgments. Thus, changes in these factors or changes in economic
circumstances may significantly impact the consolidated financial statements.
Inventory Reserves — The Company establishes a reserve for inventories based on the change in inventory re-
quirements 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: for parts only, the earlier of one year from the date of first use or 14 months
from date of shipment; compressors (if applicable), an additional four years; on gas-fired heat exchangers (if ap-
plicable), 15 years; and on stainless steel heat exchangers (if applicable), 25 years. Warranty expense is estimated
based on the Company’s warranty period, historical warranty trends and associated costs, and any known identifi-
able warranty issue. Warranty charges associated with heat exchanges do not occur frequently.
Due to the absence of warranty history on new products, an additional provision may be made for such products.
The Company’s 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 the Company’s estimates, revi-
sions to the estimated product warranty liability would be required.
Medical Insurance — A provision is made for medical costs associated with the Company’s Medical Employee
Benefit Plan, which is primarily a self-funded plan. A provision is made for estimated medical costs based on his-
torical claims paid and any known potential of significant future claims. The plan is supplemented by employee
contributions and an excess policy for claims over $100,000 each.
Historically, actual results have been within management’s expectations.
Stock Compensation — The Company adopted Statement of Financial Accounting Standard (“SFAS”) No. 123(R),
Share-Based Payment, effective January 1, 2006. Applying this standard to value equity-based compensation
requires the Company to use significant judgment and to make estimates, particularly for the assumptions used
in the Black-Scholes valuation model, such as stock price volatility and expected option lives, as well as for the
expected option forfeiture rates. In accordance with the Statement the Company measures the cost of employee
services received in exchange for an award of equity instruments using the Black-Scholes valuation model to
calculate the grant-date fair value of the award. The compensation cost is recognized over the period of time
during which an employee is required to provide service in exchange for the award, which will be the vesting
period.
New Accounting Pronouncements
In November 2004, the Financial Accounting Standards Board (“FASB”) released SFAS No.151, Inventory Costs,
an amendment of Accounting Research Bulletin No. 43, Chapter 4, Inventory Pricing. The Statement requires that
abnormal amounts of idle facility expense, freight, handling costs and spoilage should be expensed as incurred and
not included in overhead as an inventory cost. The new Statement also requires that allocation of fixed production
overhead costs should be based on normal capacity of the production facilities. The Company adopted this
Statement on January 1, 2006. The adoption of this Statement did not have a material impact on the Company’s
Consolidated Financial Statements.
In June 2005, the FASB issued SFAS 154, Accounting Changes and Error Corrections, a replacement of Accounting
Principles Board (“APB”) Opinion No. 20, Accounting Changes, and FAS Statement No. 3, Reporting Accounting
Changes in Interim Financial Statements. SFAS 154 changes the requirements for the accounting for and reporting
of a change in accounting principle. Previously, most voluntary changes in accounting principles were required to
be recognized via a cumulative effect adjustment within net income of the period of the change. SFAS 154 requires
retrospective application to prior periods’ financial statements, unless if it is impracticable to determine either the
period-specific effects or the cumulative effect of the change. SFAS 154 is effective for accounting changes made
in fiscal years beginning after December 15, 2005; however, SFAS 154 does not change the transition provisions
of any existing accounting pronouncements. The adoption of this Statement did not have a material impact on the
Company’s Consolidated Financial Statements for the year ended 2006.
In July 2006, the FASB released Financial Interpretation (“FIN”) No. 48, Accounting for Uncertainty in Income
Taxes, an Interpretation of SFAS No. 109. FIN 48 clarifies the accounting for uncertain tax positions as described
in SFAS No. 109, Accounting for Income Taxes, and requires a company to recognize, in its financial statements,
the impact of a tax position only if that position is “more likely than not” of being sustained on an audit basis solely
on the technical merits of the position. FIN 48 also requires qualitative and quantitative disclosures including a
discussion of reasonably possible changes that might occur in the recognized tax benefits over the next twelve
months as well as a roll-forward of all unrecognized tax benefits. FIN 48 is effective for fiscal years beginning after
December 15, 2006. Management is in the process of determining the effect FIN 48 will have on the Company’s
Consolidated Financial Statements and presently does not believe the adoption will have a material effect on the
Company’s Consolidated Financial Statements.
In September 2006, the FASB released SFAS No. 157, Fair Value Measurements. SFAS 157 defines fair value
and establishes a framework for measuring fair value in generally accepted accounting principles, and expands
disclosures about fair value measurements. Although SFAS 157 applies to (and amends) the provisions of existing
authoritative literature, it does not, of itself, require any new fair value measurements or establish valuation
standards. SFAS 157 is effective for financial statements issued for fiscal years beginning after November 15,
2007, and interim periods within those fiscal years. Adoption of SFAS 157 is not expected to have a material
impact on the Company’s Consolidated Financial Statements.
In September 2006, the staff of the Securities and Exchange Commission issued Staff Accounting Bulletin
(“SAB”) No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current
Year Financial Statements. SAB 108 provides interpretive guidance on the consideration of the effects of prior
year misstatements in quantifying current year misstatements for the purpose of a materiality assessment. The
Company adopted SAB 108 for the year ended December 31, 2006. The adoption did not have a material impact
on the Company’s Consolidated Financial Statements as of December 31, 2006.
In February, 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial
Liabilities, which creates an alternative measurement treatment for certain financial assets and financial liabilities.
SFAS 159 permits fair value to be used for both the initial and subsequent measurements on an instrument
by instrument basis, with changes in the fair value to be recognized in earnings as those changes occur. This
election is referred to as the fair value option. SFAS 159 also requires additional disclosures to compensate for
the lack of comparability that will arise from the use of the fair value option. SFAS 159 is effective for fiscal years
beginning after November 15, 2007. Adoption of SFAS 159 is not expected to have a material impact on the
Company’s Consolidated Financial Statements.
In 2005, the FASB released SFAS 123(R), Share-Based Payment, which replaces SFAS No. 123, Accounting for
Stock-Based Compensation, and supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees.
The Statement requires measurement of the cost of employee services received in exchange for an award of equity
instruments based on the grant-date fair value of the award. The compensation cost will be recognized over the
period of time during which an employee is required to provide service in exchange for the award, which will be
the vesting period. The Statement applies to all awards granted and any unvested awards at December 31, 2005.
Effective January 1, 2006, the Company adopted the fair value recognition method of SFAS No. 123(R) Share-
Based Payment, using the modified-prospective-transition method. The Company incurred $500,000 in non-cash
expenditures for the year ended December 31, 2006 due to the adoption of SFAS 123(R).
1
1
2006 Annual Report
2006 Annual Report
Forward-Looking Statements
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”,
“will”, and variations of such words and similar expressions are intended to identify such forward-looking state-
ments. 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. The Company
undertakes no obligations to update publicly any forward-looking statements, whether as a result of new informa-
tion, 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.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
The Company is subject to interest rate risk on its revolving credit facility, which bears variable interest based upon
a prime or LIBOR rate. The Company had no outstanding balance as of December 31, 2006.
Foreign sales accounted for less than approximately 5% of the Company’s sales in 2006 and the Company
accepts payment for such sales in U.S. and Canadian dollars; therefore, the Company believes it is not exposed
to significant foreign currency exchange rate risk on these sales. Foreign currency transactions and financial
statements are translated in accordance with SFAS No. 52, Foreign Currency Translation. The Company uses the
U.S. dollar as its functional currency, except for the Company’s Canadian subsidiaries, which use the Canadian
dollar. Adjustments arising from translation of the Canadian subsidiaries’ financial statements are reflected in
accumulated other comprehensive income. Transaction gains or losses that arise from exchange rate fluctuations
applicable to transactions denominated in Canadian currency are included in the results of operations as incurred.
The exchange rate of the United States dollar to the Canadian dollar was $0.859 and $0.862 at December 31, 2005
and December 31, 2006.
Important raw materials purchased by the Company are steel, copper and aluminum, which are subject to price
fluctuations. The Company attempts to limit the impact of price increases on these materials by entering cancelable
fixed price contracts with its major suppliers for periods of 6 -12 months. However, from 2004 to 2006 cost
increases in basic commodities, such as steel and aluminum, rose by 24% and 42%, copper increases ranged
from 175% to 400%, and impacted profit margins.
The Company does not utilize derivative financial instruments to hedge its interest rate, foreign currency exchange
rate or raw materials price risks.
Item 8. Financial Statements and Supplementary Data.
The financial statements and supplementary data are included commencing at page 29.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure.
None.
Item 9A. Controls and Procedures.
(a) Evaluation of Disclosure Controls and Procedures
At the end of the period covered by this Annual Report on Form 10-K, the Company’s management, under the
supervision and with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has
evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures.
Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer believe that:
• The Company’s disclosure controls and procedures are designed to ensure that information required
to be disclosed by the Company in the reports it files 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
• The Company’s disclosure controls and procedures operate 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 the Company’s management, and made
known to the Company’s 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.
AAON’s Chief Executive Officer and Chief Financial Officer have evaluated the Company’s disclosure controls and
procedures and concluded that these controls and procedures were effective as of December 31, 2006.
(b) Management’s Annual Report on Internal Control over Financial Reporting
The management of AAON, Inc. and its subsidiaries (AAON), is responsible for establishing and maintaining
adequate internal control over financial reporting. AAON’s internal control system was designed to provide
reasonable assurance to the Company’s management and Board of Directors regarding the preparation and fair
presentation of published financial statements.
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 its assessment of internal control over financial reporting, management used the criteria issued by
the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated
Framework. Based on our assessment, we believe that, as of December 31, 2006, the Company’s internal control
over financial reporting is effective based on those criteria.
1
1
2006 Annual Report
2006 Annual Report
AAON’s independent registered public accounting firm has issued an attestation report on management’s
assessment of the Company’s internal control over financial reporting.
Date: March 13, 2007
/s/ Norman H. Asbjornson
Norman H. Asbjornson
Chief Executive Officer
/s/ Kathy I. Sheffield
Kathy I. Sheffield
Chief Financial Officer
In our opinion, management’s assessment that AAON, Inc. maintained effective internal control over financial
reporting as of December 31, 2006, is fairly stated, in all material respects, based on criteria established in Internal
Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission
(COSO). Also, in our opinion, AAON, Inc. maintained, in all material respects, effective internal control over financial
reporting as of December 31, 2006, based on criteria established in Internal Control – Integrated Framework issued
by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board
(United States), the consolidated balance sheets of AAON, Inc. and subsidiaries as of December 31, 2006 and
2005, and the related consolidated statements of income, stockholders’ equity and comprehensive income, and
cash flows for each of the three years in the period ended December 31, 2006 and our report dated March 12, 2007
expressed an unqualified opinion on those consolidated financial statements.
/s/ GRANT THORNTON LLP
(c) Report of Independent Registered Public Accounting Firm
Report of Independent Registered Public Accounting Firm
Tulsa, Oklahoma
March 12, 2007
(d) Changes in Internal Control over Financial Reporting
There have been no changes in internal control over financial reporting that occurred during the fourth quarter of
2006 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over
financial reporting.
Item 9B. Other Information.
None.
Board of Directors and
Stockholders of AAON, Inc.
We have audited management’s assessment, included in the accompanying Management’s Annual Report on
Internal Control Over Financial Reporting (management’s assessment), that AAON, Inc. (a Nevada corporation) and
subsidiaries (collectively, the Company) maintained effective internal control over financial reporting as of December
31, 2006, based on criteria established in 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. Our responsibility is to express an opinion on management’s assessment and an
opinion on the effectiveness of 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, evaluating management’s
assessment, testing and evaluating the design and operating effectiveness of internal control, and performing
such other procedures as we considered necessary in the circumstances. We believe that our audit provides a
reasonable basis for our opinions.
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.
0
1
2006 Annual Report
PART III
Item 10. Directors, Executive Officers and Corporate Governance.
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 the Company’s definitive Proxy Statement to be filed with the Securities
and Exchange Commission in connection with the Company’s 2007 Annual Meeting of Stockholders.
Item 11. Executive Compensation.
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 the Company’s definitive Proxy Statement to be filed with the Securities and
Exchange Commission in connection with the Company’s 2007 Annual Meeting of Stockholders.
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 the Company’s definitive Proxy Statement to be filed with the Securities and Exchange
Commission in connection with the Company’s 2007 Annual Meeting of Stockholders.
Item 13. Certain Relationships and Related Transactions.
Transactions with Related Persons
In 2006, the Company did not enter into any new related party transactions and has no preexisting related party
transactions.
AAON’s 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 and rules and regulations. In 2006, the Company did not enter into any new related party
transactions and has no preexisting related party transactions.
Director Independence
The Board has adopted director independence standards that meets and/or exceed listing standards set by
NASDAQ. NASDAQ has set forth six applicable tests and requires that a director who fails any of the tests be
deemed not independent. In 2006, the Board affirmatively determined that Messrs. Naugle, Pantaleoni, Ryan,
Short and Stephenson are independent. As an employee, Mr. Asbjornson is not independent, and because he
is a member of the law firm that serves as General Counsel to the Company, the Board has determined that
Mr. Johnson should not be deemed independent. In addition, each member of the Audit Committee and the
Compensation Committee is independent.
The Company’s director independence standards are as follows:
It is the policy of the Board of Directors that a majority of the members of the Board consist of directors independent
of the Company and of the Company’s management. For a director to be deemed “independent,” the Board shall
affirmatively determine that the director has no material relationship with the Company or its affiliates or any
member of the senior management of the Company or his or her affiliates. In making this determination, the Board
applies, at a minimum and in addition to any other standards for independence established under applicable
statutes and regulations as outlined by the NASDAQ listing standards, the following standards, which it may
amend or supplement from time to time:
• A director who is, or has been within the last three years, an employee of the Company, or whose immediate
family member is, or has been within the last three years a Named Officer, of the Company can not be deemed
2006 Annual Report
independent. Employment as an interim Chairman or Chief Executive Officer will not disqualify a director from
being considered independent following that employment.
• A director who has received, or who has an immediate family member who has received, during any twelve-
month period within the last three years, more than $60,000 in direct compensation from the Company, other
than director and committee fees and benefits under a tax-qualified retirement plan, or non-discretionary
compensation for prior service (provided such compensation is not contingent in any way on continued ser-
vice), can not be deemed independent. Compensation received by a director for former service as an interim
Chairman or Chief Executive Officer and compensation received by an immediate family member for service
as a non-executive employee of the Company will not be considered in determining independence under this
test.
• A director who (A) is, or whose immediate family member is, a current partner of a firm that is the Company’s
external auditor; (B) is a current employee of such a firm; or (C) was, or whose immediate family member was,
within the last three years (but is no longer) a partner or employee of such a firm and personally worked on the
Company’s audit within that time can not be deemed independent.
• A director who is, or whose immediate family member is, or has been within the last three years, employed
as an executive officer of another company where any of the Company’s present Named Officers at the time
serves or served on that company’s compensation committee can not be deemed independent.
• A director who is a current employee or general partner, or whose immediate family member is a current
executive officer or general partner, of an entity that has made payments to, or received payments from, the
Company for property or services in an amount which, in any of the last three fiscal years, exceeds the greater
of $200,000 or 5% of such other entity’s consolidated gross revenues, other than payments arising solely from
investments in the Company’s securities or payments under non-discretionary charitable contribution match-
ing programs, can not be deemed independent.
For purposes of the independence standards set forth above, the terms:
•
“affiliate” means any consolidated subsidiary of the Company and any other Company or entity that con-
trols, is controlled by or is under common control with the Company;
•
•
“executive officer” means an “officer” within the meaning of Rule 16a-1(f) under the Securities Exchange
Act of 1934, as amended; and
“immediate family” means spouse, parents, children, siblings, mothers- and fathers-in-law, sons- and
daughters-in-law, brothers- and sisters-in-law and anyone (other than employees) sharing a person’s
home, but excluding any person who is no longer an immediate family member as a result of legal separa-
tion or divorce, death or incapacitation.
The Board undertakes an annual review of the independence of all non-employee directors. In advance of the
meeting at which this review occurs, each non-employee director is asked to provide the Board with full informa-
tion regarding the director’s business and other relationships with the Company and its affiliates and with senior
management and their affiliates to enable the Board to evaluate the director’s independence.
Directors have an affirmative obligation to inform the Board of any material changes in their circumstances or re-
lationships that may impact their designation by the Board as “independent.” This obligation includes all business
relationships between, on the one hand, Directors or members of their immediate family, and, on the other hand,
the Company and its affiliates or members of senior management and their affiliates, whether or not such business
relationships are subject to any other approval requirements of the Company.
Item 14. Principal Accountant Fees and Services.
The information required by Item 9(e) of Schedule 14A is incorporated by reference to the Company’s definitive
Proxy Statement to be filed with the Securities and Exchange Commission in connection with the Company’s 2007
Annual Meeting of Stockholders.
3
2006 Annual Report
2006 Annual Report
(vi)
(vii)
Incorporated by reference to exhibits to the Company’s Forms 8-K dated February 25,
1999, and August 20, 2002, and Form 8-A Registration Statement No. 000-18953,
as amended.
Incorporated herein by reference to exhibits to the Company’s Annual Report on
Form 10-K for the fiscal year ended December 31, 1991, and to the Company’s
Form S-8 Registration Statement No. 33-78520, as amended.
(viii)
Incorporated herein by reference to exhibits to the Company’s Annual Report on
Form 10-K for the fiscal year ended December 31, 2004.
PART IV
Item 15. Exhibits and Financial Statement Schedules.
(a) Financial statements.
See Index to Consolidated Financial Statements on page 27.
(b) Exhibits:
(3) (A)
Articles of Incorporation (i)
(A-1) Article Amendments (ii)
(B)
(B-1) Amendments of Bylaws (iii)
Bylaws (i)
(4) (A)
Third Restated Revolving Credit and Term Loan Agreement and
related documents (iv)
(A-1)
Latest Amendment of Loan Agreement (v)
(B)
Rights Agreement dated February 19, 1999, as amended (vi)
AAON, Inc. 1992 Stock Option Plan, as amended (vii)
List of Subsidiaries (viii)
Consent of Grant Thornton LLP
(10)
(21)
(23)
(31.1)
Certification of CEO
(31.2)
Certification of CFO
(32.1)
Section 1350 Certification – CEO
(32.2)
Section 1350 Certification - CFO
__________
(i)
(ii)
(iii)
(iv)
Incorporated herein by reference to the exhibits to the Company’s Form S-18
Registration Statement No. 33-18336-LA.
Incorporated herein by reference to the exhibits to the Company’s Annual Report
on Form 10-K for the fiscal year ended December 31, 1990, and to the Company’s
Forms 8-K dated March 21, 1994, March 10, 1997, and March 17, 2000.
Incorporated herein by reference to the Company’s Forms 8-K dated March 10,
1997, May 27, 1998 and February 25, 1999, or exhibits thereto.
Incorporated by reference to exhibit to the Company’s Form 8-K dated July 30,
2004.
Incorporated herein by reference to exhibit to the Company’s Form 8-K
(v)
dated August 25, 2006
4
5
2006 Annual Report
2006 Annual Report
SIGNATURES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
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.
Dated: March 13, 2007
By:
/s/ Norman H. Asbjornson
Norman H. Asbjornson, President
Report of Independent Registered Public Accounting Firm — Grant Thornton LLP
Consolidated Balance Sheets
Consolidated Statements of Income
Consolidated Statements of Stockholders’ Equity and Comprehensive Income
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.
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
Page
28
29
30
31
32
33
Dated: March 13, 2007
Dated: March 13, 2007
Dated: March 13, 2007
Dated: March 13, 2007
Dated: March 13, 2007
Dated: March 13, 2007
Dated: March 13, 2007
Dated: March 13, 2007
/s/ Norman H. Asbjornson
Norman H. Asbjornson
President and Director
(principal executive officer)
/s/ Kathy I. Sheffield
Kathy I. Sheffield
Treasurer
(principal financial officer
and principal accounting officer)
/s/ John B. Johnson, Jr.
John B. Johnson, Jr.
Director
/s/ Thomas E. Naugle
Thomas E. Naugle
Director
/s/ Anthony Pantaleoni
Anthony Pantaleoni
Director
/s/ Jerry E. Ryan
Jerry E. Ryan
Director
/s/ Jack E. Short
Jack E. Short
Director
/s/ Charles C. Stephenson, Jr.
Charles C. Stephenson, Jr.
Director
2006 Annual Report
2006 Annual Report
Report of Independent Registered Public Accounting Firm
Board of Directors and
Stockholders of AAON, Inc.
We have audited the accompanying consolidated balance sheets of AAON, Inc. (a Nevada Corporation) and
subsidiaries (collectively, the Company) as of December 31, 2006 and 2005, and the related consolidated
statements of income, stockholders’ equity and comprehensive income, and cash flows for each of the three
years in the period ended December 31, 2006. 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, 2006 and 2005, and the results of their
operations and their cash flows for each of the three years in the period ended December 31, 2006 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 effectiveness of AAON, Inc.’s internal control over financial reporting as of December 31, 2006,
based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO) and our report dated March 12, 2007 expressed unqualified
opinions on the effectiveness of internal control over financial reporting and management’s evaluation thereof
/s/ GRANT THORNTON LLP
Tulsa, Oklahoma
March 12, 2007
AAON, Inc., and Subsidiaries
Consolidated Balance Sheets
December 31,
00
005
(in thousands, except for share data)
Assets
Current assets:
Cash and cash equivalents
Certificate of deposit
Accounts receivable, net
Inventories, net
Prepaid expenses and other
Deferred tax asset
Total current assets
Property, plant and equipment, net
Note receivable, long term
Total assets
Liabilities and Stockholders’ Equity
Current liabilities:
Current maturities of long-term debt
Accounts payable
Dividends payable
Accrued liabilities
Total current liabilities
Long-term debt, less current maturities
Deferred tax liability
Commitments and contingencies
Stockholders’ equity:
$
$
-
3,4
,50
3,54
0,5
5,
5
$
130,05 $
837
1,000
32,487
23,708
1,041
3,877
62,950
50,581
75
113,606
5
15,1
,45
1,05
34,403
108
11,643
-
17,827
29,578
-
4,01
59
4,474
Preferred stock, $.001 par value, 5,000,000
shares authorized, no shares issued
Common stock, $.004 par value, 50,000,000 shares
authorized, 12,338,832 and 12,233,558 issued and
outstanding at December 31, 2006 and 2005, respectively
Additional paid in capital
Accumulated other comprehensive income
Retained earnings
Total stockholders’ equity
-
-
4
10
0,
1,5
49
-
513
78,933
79,495
Total liabilities and stockholders’ equity
$
130,05 $
113,606
The accompanying notes are an integral part of these statements.
2006 Annual Report
2006 Annual Report
AAON, Inc., and Subsidiaries
Consolidated Statements of Income
AAON, Inc., and Subsidiaries
Consolidated Statements of Stockholders’ Equity and Comprehensive Income
Net sales
Cost of sales
Gross profit
Year Ending December 31,
00
005
004
(in thousands, except per share data)
$
31,40 $
185,195 $
171,885
1,50 149,904
145,021
43,0
35,291
26,864
Selling, general and administrative expenses
1,05
17,477
15,214
Income from operations
5,31
17,814
11,650
Interest expense
Interest income
Other income, net
(1)
4
(16)
67
(38)
183
44
467
584
Income before income taxes
,1
18,332
12,379
Income tax provision
Net income
Earnings per share:
Basic
Diluted
,05
6,870
4,858
$
1,133 $
11,462 $
7,521
$
$
1.3 $
0.93 $
1.35 $
0.90 $
0.60
0.58
Weighted average shares outstanding:
Basic
Diluted
1,304
12,340
1,5
12,750
12,435
12,923
The accompanying notes are an integral part of these statements.
Common Stock
Shares Amount
Accumulated
Other
Comprehensive
Income
Paid-in
Capital
(in thousands)
Retained
Earnings
Total
Balance at December 31, 2003
12,520 $
50
$
- $
- $
67,378 $ 67,428
Comprehensive income:
Net income
Foreign currency translation
adjustment
Total comprehensive income
Stock options exercised, including
tax benefits
Stock repurchased and retired
Balance at December 31, 2004
Comprehensive income:
Net income
Foreign currency translation
adjustment
Total comprehensive income
Stock options exercised, including
tax benefits
Stock repurchased and retired
Balance at December 31, 2005
Comprehensive income:
Net income
Foreign currency translation
adjustment
Total comprehensive income
Stock options exercised, including
tax benefits
Share-based compensation
Stock repurchased and retired
Dividends declared
-
-
95
(265)
12,350
-
-
162
(278)
12,234
-
-
-
(1)
-
-
-
-
(1)
49
-
-
1
(1)
49
-
-
-
-
-
-
-
-
954
(954)
-
-
-
1,507
(1,507)
-
-
-
3,10
500
(3,3)
-
-
7,521
7,521
247
-
-
-
-
247
7,768
954
(4,024)
(4,979)
247
70,875
71,171
-
11,462
11,462
266
-
-
-
-
266
11,728
1,508
(3,404)
(4,912)
513
78,933
79,495
-
1,133
1,133
154
-
-
-
-
-
-
154
1,
3,10
500
(45)
(3,55)
(4,43)
(4,43)
Balance at December 31, 2006
1,33 $
4 $
10 $
$ 0, $ 1,5
The accompanying notes are an integral part of these statements.
30
31
2006 Annual Report
2006 Annual Report
AAON, Inc., and Subsidiaries
AAON, Inc., and Subsidiaries
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
Operating Activities
Net income
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation
Provision for losses on accounts receivable
Share-based compensation
Excess tax benefits from stock options exercised
(Gain)/Loss on disposition of assets
Deferred income taxes
Changes in assets and liabilities, net of effects of
acquisition:
Accounts receivable
Inventories
Prepaid expenses and other
Accounts payable
Accrued liabilities
Net cash provided by operating activities
Investing Activities
Cash paid for acquisition
Proceeds from sale of property, plant and equipment
Proceeds from matured certificate of deposit
Investment in certificate of deposit
Notes receivable, long-term
Capital expenditures
Net cash used in investing activities
Financing Activities
Borrowings under revolving credit agreement
Payments under revolving credit agreement
Payments on long-term debt
Stock options exercised
Excess tax benefit from stock options exercised
Repurchase of stock
Cash dividends paid to stockholders
Net cash used in financing activities
Effects of exchange rate of cash
Net increase (decrease) in cash
Cash and cash equivalents, beginning of year
Cash and cash equivalents, end of year
00
Year Ended December 31,
005
(in thousands)
004
$ 1,133 $ 11,462 $
7,521
,14
(1)
500
(1,5)
-
(510)
8,503
68
-
-
130
(1,696)
(4,15)
(5,0)
4,1
103
1,4
(5,366)
(2,840)
(563)
(1,269)
3,537
11,966
-
-
3,000
(,000)
-
(1,1)
(1,1)
-
30
3,000
(1,000)
(75)
(10,144)
( 8,189)
53,0
(53,0)
(10)
1,5
1,5
(3,55)
(,4)
(3,333)
13
(54)
3
$
21,143
(21,143)
(108)
820
-
(4,912)
-
(4,200)
266
(157)
994
$
837 $
5,732
521
-
-
4
434
(4,002)
(698)
2,175
1,329
3,143
16,159
(1,778)
13
10,000
(3,000)
-
(16,976)
(11,741)
45,471
(50,827)
-
478
-
(4,979)
-
(9,857)
247
(5,192)
6,186
994
December 31, 00
1. Business, Summary of Significant Accounting Policies and Other Financial Data
AAON, Inc. (the Company, a Nevada corporation) is engaged in the manufacture and sale of air conditioning and
heating equipment consisting of standardized and custom rooftop units, chillers, air-handling units, make-up air
units, heat recovery units, condensing units, coils and boilers through its wholly-owned subsidiaries, AAON, Inc.
(AAON, an Oklahoma corporation), AAON Coil Products, Inc. (ACP, a Texas corporation), and AAON Canada, Inc.,
d/b/a Air Wise (AAON Canada, an Ontario corporation). AAON Properties, Inc., (an Ontario corporation) is the les-
sor of property in Burlington, Ontario, Canada, to AAON Canada. The consolidated financial statements include
the accounts of the Company and its subsidiaries, AAON, ACP, AAON Canada and AAON Properties Inc. All sig-
nificant intercompany accounts and transactions have been eliminated.
Currency
Foreign currency transactions and financial statements are translated in accordance with Statement of Financial
Standards No. 52, Foreign Currency Translation. The Company uses the U.S. dollar as its functional currency,
except for the Company’s Canadian subsidiaries, which use the Canadian dollar. Adjustments arising from transla-
tion of the Canadian subsidiaries’ financial statements are reflected in accumulated other comprehensive income.
Transaction gains or losses that arise from exchange rate fluctuations applicable to transactions denominated in
Canadian currency are included in the results of operations as incurred.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the
United States requires management to make estimates and assumptions that affect the reported amounts in the
consolidated financial statements and accompanying notes.
The following accounting policies may involve a higher degree of estimation or assumption:
Allowance for Doubtful Accounts — The Company establishes an allowance for doubtful accounts based upon
factors surrounding the credit risk of specific customers, historical trends in collections and write-offs, current cus-
tomer status, the age of the receivable, economic conditions and other information. Aged receivables are reviewed
on a monthly basis to determine if the reserve is adequate and adjusted accordingly at that time.
Inventory Reserves — The Company establishes 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: for parts only, the earlier of one year from the date of first use or 14 months
from date of shipment; compressors (if applicable), an additional four years; on gas-fired heat exchangers (if ap-
plicable), 15 years; and on stainless steel heat exchangers (if applicable), 25 years. Warranty expense is estimated
based on the Company’s warranty period, historical warranty trends and associated costs, and any known iden-
tifiable warranty issue. Due to the absence of warranty history on new products, an additional provision may be
made for such products.
The accompanying notes are an integral part of these statements.
3
33
2006 Annual Report
2006 Annual Report
1. Business, Summary of Significant Accounting Policies and Other Financial Data (continued)
1. Business, Summary of Significant Accounting Policies and Other Financial Data (continued)
Medical Insurance — A provision is made for medical costs associated with the Company’s Medical Employee
Benefit Plan, which is primarily a self-funded plan. A provision is made for estimated medical costs based on his-
torical claims paid and any known potential of significant future claims. The plan is supplemented by employee
contributions and an excess policy for claims over $100,000 per claim.
Actual results could differ materially from those estimates.
Revenue Recognition
The Company recognizes revenues from sales of products at the time of shipment. For sales initiated by indepen-
dent manufacturer representatives, the Company recognizes revenues net of the representatives’ commission.
Acquisition
On May 4, 2004, the Company (through AAON Canada, Inc.) acquired certain assets and assumed certain
liabilities of Air Wise Inc. of Mississauga, Ontario, Canada for a total cost of $1,778,000. Air Wise is engaged in
the engineering, manufacturing, and sale of custom air-handling units, make-up air units and packaged rooftop
units for commercial and industrial buildings. The acquisition complemented and expanded the products the
Company manufactures and adds significant additional capabilities for future growth. The purchase was paid for
by cash flow generated from operations. Subsequent to May 4, 2004, AAON Canada Inc.’s activity is included in
the Company’s results of operations.
The Air Wise acquisition purchase price was allocated as of May 4, 2004, as follows:
Accounts receivable
Inventory
Fixed assets
Accrued warranty liability
Total purchase price
U.S.
Dollar
(in thousands)
$ 1,087
459
277
(45)
$ 1,778
The Air Wise acquisition is not material for pro forma disclosure purposes.
On July 29, 2004, the Company (through AAON Properties, Inc.) purchased property in Burlington, Canada, to
relocate AAON Canada, Inc. The purchase will allow the Company to enlarge and further expand its production
capabilities. The purchase price totaled $1,100,000.
Concentrations
The Company’s customers are concentrated primarily in the domestic commercial and industrial new construction
and replacement markets. To date, virtually all of the Company’s sales have been to the domestic market, with
foreign sales accounting for less than 5% of revenues in 2006. At December 31, 2006 and 2005, the two custom-
ers having the highest account balances represented approximately 3.5% and 1% respectively, of total accounts
receivable.
Sales to customers representing 10% or greater of total sales consist of the following:
Year Ended December 31,
00
005
004
Wal-Mart Stores, Inc.
*
*
14%
*Less than 10%
Cash and Cash Equivalents
Cash and cash equivalents consist of bank deposits and highly liquid, interest-bearing money market funds with
initial maturities of three months or less.
Accounts Receivable
The Company grants credit to its customers and performs ongoing credit evaluations. The Company generally
does not require collateral or charge interest. The Company establishes an allowance for doubtful accounts based
upon factors surrounding the credit risk of specific customers, historical trends, economic and market conditions
and the age of the receivable. Past due accounts are generally written off against the allowance for doubtful
accounts only after all collection attempts have been exhausted.
Accounts receivable and the related allowance for doubtful accounts are as follows:
Accounts receivable
Less: allowance for doubtful accounts
Total, net
Allowance for doubtful accounts:
Balance, beginning of period
Provision for losses on accounts receivable
Adjustments to provision
Accounts receivable written off, net of
December 31,
00
005
(in thousands)
$
3,014 $
()
$
3,4 $
33,172
(685)
32,487
Year Ended December 31,
00
005
(in thousands)
004
$
5
5
(4)
$
717
634
(566)
$
1,145
860
(339)
recoveries
(30)
(100)
(949)
Balance, end of period
$
$
685
$
717
34
35
2006 Annual Report
2006 Annual Report
1. Business, Summary of Significant Accounting Policies and Other Financial Data (continued)
1. Business, Summary of Significant Accounting Policies and Other Financial Data (continued)
Inventories
Inventories are valued at the lower of cost or market. Cost is determined by the first-in, first-out (FIFO) method.
The Company establishes 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. Inventory balances at December
31, 2006 and 2005, and the related changes in the allowance for excess and obsolete inventories account for the
three years ended December 31, 2006, are as follows:
December 31,
00
005
(in thousands)
Raw materials
Work in process
Finished goods
Less: allowance for excess and obsolete inventories
Total, net
$
,
1,4
,5
(350)
5, $ 18,256
1,981
3,821
24,058
(350)
,50 $ 23,708
$
Year Ended December 31,
00
005
(in thousands)
004
Allowance for excess and obsolete inventories:
Balance, beginning of period
Provision for excess and obsolete inventories
Adjustments to reserve
Balance, end of period
$
350 $
1,050 $
-
-
-
(700)
$
350 $
350 $
1,050
-
-
1,050
Property, Plant and Equipment
Property, plant and equipment are stated at cost. Maintenance and repairs, including replacement of minor items,
are charged to expense as incurred; major additions to physical properties are capitalized. Property, plant and
equipment are depreciated using the straight-line method over the following estimated useful lives:
Description
Buildings
Machinery and equipment
Furniture and fixtures
Years
10-30
3-15
2-5
At December 31, property, plant and equipment were comprised of the following:
00
005
(in thousands)
Land
Buildings
Machinery and equipment
Furniture and fixtures
Less: accumulated depreciation
Total, net
$
$
2,193
,1
28,953
31,
58,983
4,053
5,514
5,3
95,643
113,404
(45,062)
(54,1)
$ 5, $ 50,581
Impairment of Long-Lived Assets
The Company evaluates long-lived assets for impairment when events or changes in circumstances indicate,
in management’s judgment, that the carrying value of such assets may not be recoverable. When an indicator
of impairment has occurred, management’s estimate of undiscounted cash flows attributable to the assets is
compared to the carrying value of the assets to determine whether impairment has occurred. If an impairment of
the carrying value has occurred, the amount of the impairment recognized in the financial statements is determined
by estimating the fair value of the assets and recording a loss for the amount that the carrying value exceeds the
estimated fair value. Management determined no impairment was required during 2006, 2005 and 2004.
At December 31, 2005, the Company had prepaid $776,000 for copper, at 2005 pricing, for 2006 material require-
ments. This amount is included as “prepaid expenses and other” in the Company’s Consolidated Balance Sheet
at December 31, 2005. There were no prepaid materials as of December 31, 2006.
Commitments and Contractual Agreements
The Company is a party to several short-term, cancelable, fixed price contracts with major suppliers for the pur-
chase of raw material and component parts.
The Company has cancelable commitments to purchase machinery and equipment at a cost of $4.8 million.
3
3
2006 Annual Report
2006 Annual Report
1. Business, Summary of Significant Accounting Policies and Other Financial Data (continued)
1. Business, Summary of Significant Accounting Policies and Other Financial Data (continued)
Accrued Liabilities
At December 31, accrued liabilities were comprised of the following:
Earnings Per Share
The following table sets forth the computation of basic and diluted earnings per share:
Warranty
Commissions
Payroll
Income taxes
Workers’ compensation
Medical self-insurance
Other
Total
00
005
(in thousands)
$
5,5 $
,
1,0
-
44
3
403
,
,03
1,15
3
555
4
451
1,05 $ 1,
$
Warranties
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. Warranty expense was $2.4
million, $3.6 million and $3.8 million for the years ended December 31, 2006, 2005 and 2004, respectively.
Changes in the Company’s warranty accrual during the years ended December 31, 2006, 2005 and 2004 are as
follows:
00
005
(in thousands)
004
Balance, beginning of the year
Payments made
Warranties issued
Changes in estimate related to preexisting warranties
Balance, end of period
$
, $
6,301 $
(3,1)
4,343
(1,5)
(3,641)
3,622
-
$
5,5 $
6,282 $
6,020
(3,493)
3,774
-
6,301
The provision for warranties was decreased due to a change in estimate related to preexisting warranties
occurring in the fourth quarter of 2006. The change in estimate was due to factors stated above, such as current
information on historical trends and a reduction in identifiable warranty issues.
Years Ended,
00
005
(in thousands, except share and per share data)
004
$ 17,133
$ 11,462
$ 7,521
12,304,072
348,331
12,339,998
409,800
12,435,473
487,896
Numerator:
Net income
Denominator:
Denominator for basic earnings per
share —
Weighted average shares
Effect of dilutive stock options
Denominator for diluted earnings
per share –
Weighted average shares
Basic earnings per share
Diluted earnings per share
Anti-dilutive shares
Weighted average exercise price
155,500
$24.82
115,250
$18.85
12,652,403
$1.39
$1.35
12,749,798
$0.93
$0.90
12,923,369
$0.60
$0.58
72,250
$19.40
Advertising
Advertising costs are expensed as incurred. Advertising expense was $549,000, $506,000 and $615,000 for the
years ending December 31, 2006, 2005 and 2004, respectively.
Research and Development
Research and development costs are expensed as incurred. Research and development expense was $1,974,000,
$1,681,000 and $1,072,000 for the years ending December 31, 2006, 2005 and 2004, respectively.
Shipping and Handling
The Company incurs 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.
Profit Sharing Bonus Plan
The Company maintains a discretionary profit sharing bonus plan under which 10% of pre-tax profit at each
subsidiary 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 day of the calendar
quarter and remain continuously, actively employed and working on the last day of the quarter and who work at
least 80% of the quarter. Profit sharing expense was $3,286,000, $2,075,000 and $1,408,000 for the years ended
December 31, 2006, 2005 and 2004, respectively.
Defined Contribution Plan — 401(k)
The Company sponsors a defined contribution benefit plan. Eligible employees may make contributions at a
minimum of 1% and a maximum of 50% of compensation. In addition, effective May 30, 2005, the Plan was
amended to provide for automatic enrollment in the Plan and provided for an automatic increase to the deferral
percent at January 1st of each year and each year thereafter, unless the employee elects to decline the automatic
increase and enrollment. Beginning with pay periods after May 30, 2005, the one year enrollment waiting period
was waived. Administrative expenses paid by the Company for the plan were $85,300, $68,600 and $69,900 for
the years ended 2006, 2005 and 2004, respectively.
3
3
2006 Annual Report
2006 Annual Report
1. Business, Summary of Significant Accounting Policies and Other Financial Data (continued)
1. Business, Summary of Significant Accounting Policies and Other Financial Data (continued)
After January 1, 2006, the Company matching increased to 50% of the employee’s salary deferral up to the first
7% of compensation. Prior to January 1, 2006 the Company matched 100% of the employee’s salary deferral up
to the first 3% of compensation. The Company contributes in the form of cash and directs the investment to shares
of AAON Stock. No other purchases of AAON stock are permitted. Employees are 100% vested in salary deferral
contributions and vest proportionately over 6 years in employer matching contributions. The Company made
matching contributions of $1,033,000, $775,000 and $546,000 in 2006, 2005 and 2004, respectively.
New Accounting Pronouncements
In November 2004, the FASB released SFAS No.151, Inventory Costs, an amendment of Accounting Research
Bulletin No. 43, Chapter 4, Inventory Pricing. The Statement requires that abnormal amounts of idle facility
expense, freight, handling costs and spoilage should be expensed as incurred and not included in overhead as
an inventory cost. The new Statement also requires that allocation of fixed production overhead costs should
be based on normal capacity of the production facilities. The Company adopted this Statement on January 1,
2006. The adoption of this Statement did not have a material impact on the Company’s Consolidated Financial
Statements.
In June 2005, the FASB issued SFAS 154, Accounting Changes and Error Corrections, a replacement of APB
Opinion No. 20, Accounting Changes, and FASB Statement No. 3, Reporting Accounting Changes in Interim
Financial Statements. SFAS 154 changes the requirements for the accounting for and reporting of a change in
accounting principle. Previously, most voluntary changes in accounting principles were required to be recognized
via a cumulative effect adjustment within net income of the period of the change. SFAS 154 requires retrospective
application to prior periods’ financial statements, unless if it is impracticable to determine either the period-specific
effects or the cumulative effect of the change. SFAS 154 is effective for accounting changes made in fiscal years
beginning after December 15, 2005; however, SFAS 154 does not change the transition provisions of any existing
accounting pronouncements. The adoption of this Statement did not have a material impact on the Company’s
Consolidated Financial Statements for the year ended 2006.
In July 2006, the FASB released FIN 48, Accounting for Uncertainty in Income Taxes, an Interpretation of SFAS
No. 109. FIN 48 clarifies the accounting for uncertain tax positions as described in SFAS No. 109, Accounting for
Income Taxes, and requires a company to recognize, in its financial statements, the impact of a tax position only
if that position is “more likely than not” of being sustained on an audit basis solely on the technical merits of the
position. FIN 48 also requires qualitative and quantitative disclosures including a discussion of reasonably possible
changes that might occur in the recognized tax benefits over the next twelve months as well as a roll-forward of
all unrecognized tax benefits. FIN 48 is effective for fiscal years beginning after December 15, 2006. Management
is in the process of determining the effect FIN 48 will have on the Company’s Consolidated Financial Statements
and presently does not believe the adoption will have a material effect on the Company’s Consolidated Financial
Statements.
In September 2006, the FASB released SFAS No. 157, Fair Value Measurements. SFAS 157 defines fair value
and establishes a framework for measuring fair value in generally accepted accounting principles, and expands
disclosures about fair value measurements. Although SFAS 157 applies to (and amends) the provisions of existing
authoritative literature, it does not, of itself, require any new fair value measurements or establish valuation
standards. SFAS 157 is effective for financial statements issued for fiscal years beginning after November 15,
2007, and interim periods within those fiscal years. Adoption of SFAS 157 is not expected to have a material
impact on the Company’s Consolidated Financial Statements.
In September 2006, the staff of the Securities and Exchange Commission issued SAB No. 108, Considering the
Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements. SAB
108 provides interpretive guidance on the consideration of the effects of prior year misstatements in quantifying
current year misstatements for the purpose of a materiality assessment. The Company adopted SAB 108 for the
year ended December 31, 2006. The adoption did not have a material impact on the Company’s Consolidated
Financial Statements as of December 31, 2006.
In February, 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial
Liabilities, which creates an alternative measurement treatment for certain financial assets and financial liabilities.
SFAS 159 permits fair value to be used for both the initial and subsequent measurements on an instrument
by instrument basis, with changes in the fair value to be recognized in earnings as those changes occur. This
election is referred to as the fair value option. SFAS 159 also requires additional disclosures to compensate for
the lack of comparability that will arise from the use of the fair value option. SFAS 159 is effective for fiscal years
beginning after November 15, 2007. Adoption of SFAS 159 is not expected to have a material impact on the
Company’s Consolidated Financial Statements.
In 2005, the FASB released SFAS 123(R), Share-Based Payment, which replaces SFAS No. 123, Accounting for
Stock-Based Compensation, and supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees.
The Statement requires measurement of the cost of employee services received in exchange for an award of equity
instruments based on the grant-date fair value of the award. The compensation cost will be recognized over the
period of time during which an employee is required to provide service in exchange for the award, which will be
the vesting period. The Statement applies to all awards granted and any unvested awards at December 31, 2005.
Effective January 1, 2006, the Company adopted the fair value recognition method of SFAS No. 123(R) Share-
Based Payment, using the modified-prospective-transition method. The Company incurred $500,000 in non-cash
expenditures for the year ended December 31, 2006 due to the adoption of SFAS 123(R).
Segments
Management has reviewed its business operations and determined that it operates in a single homogeneous
business segment as defined in SFAS 131, Disclosures about Segments of an Enterprise and Related Information.
The Company sells similar products with similar economic characteristics to similar classes of customers. The
technologies and operations are highly integrated. Revenues and costs are reviewed monthly by management on
a product line basis as a single business segment.
. Supplemental Cash Flow Information
Interest payments of $81,000, $16,000 and $38,000 were made during the years ending December 31, 2006, 2005
and 2004, respectively. Payments for income taxes of $6,486,000, $7,189,000 and $3,977,000 were made during
the years ending December 31, 2006, 2005 and 2004, respectively. Dividends payable of $2,465,000 were accrued
as of December 31, 2006 and paid on January 3, 2007.
3. Certificate of Deposit
At December 31, 2006 there were no investments in certificate of deposits. The Company invested $500,000 in a
30-day certificate of deposit at January 31, 2006 bearing interest at 4.1% per annum. The Company reinvested
the proceeds in April of 2006 in a 60-day certificate of deposit bearing interest at 4.7% per annum. At December
31, 2005, the Company had invested $1.0 million in a 30-day certificate of deposit that bearing interest at 4% per
annum. Proceeds from the $1.0 million certificate of deposit were reinvested in April of 2006 in a 90-day certificate
of deposit bearing interest at 4.6% per annum. On June 12, 2004, the Company had a $10.0 million certificate
of deposit that matured bearing interest at 3.25% per annum. Proceeds of $7.0 million were used for cash flow
purposes and a reinvestment of $3.0 million, and various amounts throughout the remainder of the year, were in-
vested in 30-day certificate of deposits. At December 31, 2004, the Company had invested $3.0 million in a 30-day
certificate of deposit bearing interest at 1.9% annum.
4. Revolving Credit Facility
The Company’s revolving credit facility provides for maximum borrowings of $15.2 million which is provided by
the Bank of Oklahoma, National Association. Under the line of credit, there is one standby letter of credit totaling
approximately $600,000. The letter of credit was a requirement of the Company’s workers compensation insurance
and has been renewed and will expire December 31, 2007. Interest on borrowings is payable monthly at the Wall
Street Journal prime rate less 0.5% or LIBOR plus 1.6%, at the election of the Company (6.95% at December
31, 2006). No fees are associated with the unused portion of the committed amount. At December 31, 2006, and
December 31, 2005, the Company had no borrowings outstanding under the revolving credit facility. Borrowings
available under the revolving credit facility at December 31, 2006, were $14.6 million. The credit facility previously
40
41
2006 Annual Report
2006 Annual Report
required the Company to maintain a certain financial ratio and prohibited the declaration of cash dividends. On
February 14, 2006, the Board of Directors voted to initiate a semi-annual cash dividend of $0.20 per share to
the holders of the outstanding Common Stock. In conjunction with the Board’s vote on February 14, 2006, the
restriction of payments of dividends was waived by the lender and removed from the covenants with the renewal
of the line of credit July 30, 2006. At December 31, 2006, the Company was in compliance with its financial ratio
covenants. On July 30, 2006, the Company renewed the line of credit with a maturity date of July 30, 2007.
5. Debt
Short-term debt at December 31, 2006, consisted of notes payable totaling $59,000 due in 2007, which are due in
monthly installments of $9,004, with an interest rate of 3.53%, related to a computer capital lease.
. Income Taxes
The Company follows the liability method of accounting for income taxes, which provides that deferred tax liabili-
ties and assets are based on the difference between the financial statement and income tax bases of assets and
liabilities using currently enacted tax rates.
The income tax provision consists of the following:
00
Year Ending December 31,
005
(in thousands)
004
Current
Deferred
$ ,55
(41)
$ ,05
$
$
8,566
(1,696)
$ 4,424
434
6,870 $ 4,858
The reconciliation of the federal statutory income tax rate to the effective income tax rate is as follows:
The ‘Other’ tax rate primarily relates to certain domestic credits and the recognition of a portion of the Canadian
valuation allowance.
Federal statutory rate
State income taxes, net of federal benefit
Other
Year Ending December 31,
005
00
35%
4%
(4%)
35%
35%
4%
(2%)
37%
004
35%
5%
(1%)
39%
The tax effect of temporary differences giving rise to the Company’s deferred income taxes at December 31 is as
follows:
Net current deferred assets and (liabilities) relating to:
Valuation reserves
Warranty accrual
Other accruals
Other, net
Net long-term deferred (assets) and liabilities relating to:
Depreciation and amortization
NOL
Share-based compensation
00
005
(in thousands)
004
$
391 $
40 $
670
2,283
553
31
$ 3,54 $ 3,877 $ 3,537
,1
1,4
50
2,284
1,170
32
(1,4)
(1)
$ 5,4 $ 5,027 $ 5,830
-
(695)
-
142
$ 4,01 $ 4,474 $ 5,830
The Net Operating Loss (“NOL”) Deferred Tax Asset relates to AAON Canada. Expiration of NOL’s originating in
2006 and 2005 will occur in twenty and nine years, respectively.
. Stock-Based Compensation
The Company maintains a stock option plan for key employees, directors and consultants. The Company’s stock
option plan provided for 2,925,000 shares of common stock to be issued under the plan. Under the terms of the
plan, the exercise price of shares granted may not be less than 85% of the fairmarket 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 after 1-3 years. 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.
Prior to January 1, 2006, the Company accounted for its nonqualified stock options under the recognition and
measurement principles of APB Opinion No. 25, Accounting for Stock Issued to Employees, and related interpre-
tations. Under APB 25, no stock-based employee compensation cost was reflected in net income, as all options
granted under the plan qualified for “fixed” plan accounting and had an exercise price equal to the market value of
the underlying common stock on the date of grant. The Company had adopted the disclosure-only provisions of
SFAS No. 123, Accounting for Stock-Based Compensation. No stock based compensation cost was recognized
in the Consolidated Statements of Income for the years ended December 31, 2005 and 2004.
Effective January 1, 2006, the Company adopted the fair value recognition provisions of SFAS No. 123(R), Share-
Based Payment, using the modified-prospective transition method. Under that transition method, compensation
cost recognized for the year ended December 31, 2006 includes all share-based payments granted prior to, but
not yet vested as of January 1, 2006, and compensation cost for all share-based payments granted subsequent to
January 1, 2006. The compensation cost is based on the grant date fair value calculated using a Black-Scholes-
Merton Option Pricing Model in accordance with provisions of SFAS 123(R).
For the year ended December 31, 2006, the Company recognized approximately $500,000 in pre-tax compensa-
tion expense in the Consolidated Statement of Income related to the stock option plan. The total pre-tax compen-
sation cost related to nonvested stock options not yet recognized as of December 31, 2006, is $1.8 million and is
expected to be recognized over a weighted-average period of 2.5 years.
Prior to the adoption of SFAS 123(R), the Company presented all tax benefits resulting from the exercise of stock
options as operating cash flows in the Consolidated Statement of Cash Flows. Statement 123(R) requires that
cash flows from the exercise of stock options resulting from tax benefits in excess of recognized cumulative
compensation cost (excess tax benefits) be classified as financing cash flows. For the year ended December 31,
2006, $1,852,000 of such excess tax benefits from share-based payment plans was classified as financing cash
flows.
4
43
2006 Annual Report
2006 Annual Report
For the years ended December 31, 2006, 2005 and 2004, the Company reduced its income tax payable by
$1,852,000, $750,000 and $476,000, respectively, as a result of nonqualified stock options exercised under the
Company’s stock option plan.
The effect on net income and earnings per share if the Company had applied the fair value recognition provisions
of SFAS No. 123, Accounting for Stock-Based Compensation, to stock-based employee compensation in prior
years is as follows:
Net income, as reported
Deduct: Total stock-based employee
compensation expense determined under fair
value method for all awards, net of related tax
effects
Year Ended December 31,
005
004
(in thousands except per share data)
$ 11,4
$ 7,521
(43)
(298)
Pro forma net income
$ 11,04
$ 7,223
Earnings per share:
Basic, as reported
Basic, pro forma
Diluted, as reported
Diluted, pro forma
$
$
$
$
0.3
0.
0.0
0.
$
$
$
$
0.60
0.58
0.58
0.56
The following assumptions were used to determine the fair value of the unvested stock options on the original
grant date for expense recognition purposes for options granted during the year ended December 31, 2006 and
for pro forma disclosure purposes for the years ended December 31, 2005 and 2004:
Directors and Officers:
Expected dividend yield
Expected volatility
Risk-free interest rate
Expected life
Forfeiture Rate
Employees:
Expected dividend yield
Expected volatility
Risk-free interest rate
Expected life
Forfeiture Rate
00
005
004
1.71%
36.48%
5.15%
8.0 yrs
0%
1.71%
40.78%
4.78%
6.30 yrs
28%
-
32.15%
4.39%
8.0 yrs
0%
-
32.15%
4.39%
8.0 yrs
0%
-
36.70%
4.24%
8.0 yrs
0%
-
36.70%
4.24%
8.0 yrs
0%
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 the Company’s
stock. The Company had not declared dividends in prior years, but initiated a dividend payout in 2006. The Company
used board approved semi-annual dividend payouts of $0.20 per share to calculate the expected dividend yield.
The following is a summary of stock options outstanding as of December 31, 2006:
Range of
Exercise
Prices
Options Outstanding
Number
Outstanding
at
December
31, 00
Weighted
Average
Remaining
Contractual
Life
Weighted
Average
Exercise
Price
Aggregate
Intrinsic
Value
Options Exercisable
Number
Exercisable at
December 31,
00
Weighted
Average
Exercise
Price
2.33 – 3.39
4.00 – 5.78
8.59 – 16.94
17.10 – 18.90
19.02 – 21.84
23.32 – 27.65
Total
250,825
256,580
182,175
50,000
81,250
153,500
974,330
0.48
2.43
5.81
8.51
6.53
9.63
4.35
$ 3.26
5.00
12.60
17.71
19.93
24.90
$ 11.00
$23.02
21.28
13.68
8.57
6.35
1.38
$15.28
250,825
256,580
124,375
12,740
52,490
-
697,010
$3.26
5.00
11.06
17.74
19.47
-
$6.78
A summary of option activity under the plan as of December 31, 2006, is as follows:
Options
Outstanding at December 31, 2003
Granted
Exercised
Forfeited or Expired
Outstanding at December 31, 2004
Granted
Exercised
Forfeited or Expired
Outstanding at December 31, 2005
Granted
Exercised
Forfeited or Expired
Outstanding at December 31, 2006
Exercisable at December 31, 2006
Shares
1,227,330
31,000
(94,950)
(3,600)
1,159,780
133,000
(162,400)
(16,700)
1,113,680
179,500
(271,300)
(47,550)
974,330
697,010
Weighted
Average
Exercise Price
$ 5.70
19.58
4.99
5.78
$ 6.13
16.63
5.05
8.37
$ 7.51
24.42
4.63
16.67
11.00
$ 6.78
Weighted
Average
Remaining
Contractual
Term
Aggregate
Intrinsic
Value ($000)
4.35
2.49
$ 14,888
$ 13,593
The weighted average grant date fair value of options granted during 2006 was $9.88. The total intrinsic value of
options exercised during the year ended December 31, 2006 was $4.97 million. The cash received from options
exercised during the year ended December, 2006 was $1.26 million. The impact of these cash receipts is included
in financing activities in the accompany Consolidated Statements of Cash Flows.
44
45
2006 Annual Report
2006 Annual Report
A summary of the status of the non-vested shares as of December 31, 2006, is as follows:
1. Quarterly Results (Unaudited)
The following is a summary of the quarterly results of operations for the years ending December 31, 2006 and
2005:
Quarter Ended
March 31
June 30
(in thousands, except per share data)
September 30
December 31
00
Net sales
Gross profit
Net income
Earnings per share:
Basic
Diluted
005
Net sales
Gross profit
Net income
Earnings per share:
Basic
Diluted
$ 53,620 $
59,137 $
64,153 $
10,384
3,743
10,119
3,455
13,591
5,397
54,550
9,796
4,538
0.30
0.30
0.28
0.27
0.44
0.43
0.37
0.35
Quarter Ended
March 31
June 30
(in thousands, except per share data)
September 30
December 31
$ 42,780 $
45,394 $
48,136 $
10,050
3,287
8,372
3,125
8,643
2,766
48,885
8,226
2,284
0.27
0.26
0.25
0.24
0.22
0.22
0.19
0.18
Nonvested at January 1, 2006
Granted
Vested
Forfeited
Nonvested at December 31, 2006
Shares
197,420
179,500
(54,300)
(45,300)
277,320
Weighted Average Grant Date Fair Value
$ 7.73
$ 9.88
$ 7.24
$ 8.18
$ 9.13
The total fair value of shares vested during the year ended December 31, 2006 was $432,000.
. Stockholder Rights Plan
During 1999, the Board of Directors adopted a Stockholder Rights Plan (the “Plan”), which was amended in
2002. Under the Plan, stockholders of record on March 1, 1999, received a dividend of one right per share of the
Company’s common stock. Stock issued after March 1, 1999, contains a notation incorporating the rights. Each
right entitles the holder to purchase one one-thousandth (1/1,000) of a share of Series A Preferred Stock at an
exercise price of $90. The rights are traded with the Company’s common stock. The rights become exercisable
after a person has acquired, or a tender offer is made for, 15% or more of the common stock of the Company.
If either of these events occurs, upon exercise the holder (other than a holder owning more than 15% of the
outstanding stock) will receive the number of shares of the Company’s common stock having a market value equal
to two times the exercise price.
The rights may be redeemed by the Company for $0.001 per right until a person or group has acquired 15% of the
Company’s common stock. The rights expire on August 20, 2012.
. Stock Repurchase
Following repurchases of approximately 12% of its outstanding Common Stock between September 1999 and
September 2001, the Company announced and began its current stock repurchase program on October 17, 2002,
targeting repurchases of up to an additional 10% (1,325,000 shares) of its outstanding stock. Through December
31, 2006, the Company had repurchased a total of 1,257,864 shares under the current program for an aggregate
price of $22,034,568, or an average of $17.52 per share. On February 14, 2006, the Board of Directors approved
the suspension of the Company’s repurchase program.
On July 1, 2005, the Company entered into a stock repurchase arrangement by which employee participants in
AAON’s 401(k) savings and investment plan are entitled to have shares of AAON stock in their accounts sold to the
Company to provide diversification of their investments. Through December 31, 2006, the Company repurchased
246,551 shares for an aggregate price of $5,185,000 or an average price of $21.03 per share.
10. Dividends
On February 14, 2006, the Board of Directors voted to initiate a semi-annual cash dividend of $0.20 per share to
the holders of the outstanding Common Stock of the Company to be declared at dates of the Board’s discretion.
In 2006, dividends were declared to shareholders of record at the close of business on June 12, 2006 and paid on
July 3, 2006 and declared to shareholders of record at the close of business on December 11, 2006 and paid on
January 3, 2007. The Company paid cash dividends of $2,478,000 and declared dividends payable of $2,465,000
for the year ended December 31, 2006.
11. Contingencies
The Company is subject to claims and legal actions that arise in the ordinary course of business. Management
believes that the ultimate liability, if any, will not have a material effect on the Company’s results of operations or
financial position.
4
4
2006 Annual Report
2006 Annual Report
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
I, Norman H. Asbjornson, certify that:
Exhibit 23.1
Exhibit 31.1
CERTIFICATION
We have issued our reports dated March 12, 2007, accompanying management’s assessment of the effectiveness
of internal control over financial reporting of AAON, Inc. as of December 31, 2006 and the consolidated financial
statements AAON, Inc. and subsidiaries as of December 31, 2006 and 2005 and for each of the three years in the
period ended December 31, 2006 included in the Annual Report of AAON, Inc. on Form 10-K for the year ended
December 31, 2006. We hereby consent to the incorporation by reference of said reports in the Registration
Statement of AAON, Inc. on Form S-8 (File No. 33-78520).
Tulsa, Oklahoma
March 12, 2007
/s/ Grant Thornton LLP
1.
2.
3.
4.
I have reviewed this Annual Report on Form 10-K of AAON, Inc.
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;
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;
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)
b)
c)
d)
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 its consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being prepared;
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;
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; and
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)
b)
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
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.
Date: March 13, 2007
/s/ Norman H. Asbjornson
Norman H. Asbjornson
Chief Executive Officer
4
4
2006 Annual Report
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, 2006, 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 result of operations of the Company.
March 13, 2007
/s/ Norman H. Asbjornson
Norman H. Asbjornson
Chief Executive Officer
2006 Annual Report
I, Kathy I. Sheffield, certify that:
CERTIFICATION
Exhibit 31.2
1.
2.
3.
4.
I have reviewed this Annual Report on Form 10-K of AAON, Inc.
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;
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;
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)
b)
c)
d)
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 its consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being prepared;
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;
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; and
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)
b)
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
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.
Date: March 13, 2007
/s/ Kathy I. Sheffield
Kathy I. Sheffield
Chief Financial Officer
50
51
2006 Annual Report
2006 Annual Report
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Exhibit 32.2
In connection with the Annual Report of AAON, Inc. (the “Company”), on Form 10-K for the year ended
December 31, 2006, as filed with the Securities and Exchange Commission on the date hereof (the “Report”),
I, Kathy I. Sheffield, 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 result of operations of the Company.
March 13, 2007
/s/ Kathy I. Sheffield
Kathy I. Sheffield
Chief Financial Officer
Officers
Norman H. Asbjornson
has served as President and
a director of the Company
since 1988. Mr. Asbjornson
has been in senior
management positions in the
heating and air conditioning
industry for over 40 years.
Kathy I. Sheffield
became treasurer of the
Company in 1999 and
Vice President in June
of 2002.
Ms. Sheffield previously
served as Accounting
Manager of the Company
from 1988 to 1999.
Robert G. Fergus has
served as Vice President
of the Company since
1988. Mr. Fergus
has been in senior
management positions
in the heating and air
conditioning industry for
38 years.
Board of Directors
John B. Johnson, Jr. has
served as Secretary and
a director of the Company
since 1988. Mr. Johnson
is a member of the firm of
Johnson, Jones, Dornblaser,
Coffman & Shorb, which
serves as General Counsel
of the Company.
David E. Knebel has
served as Vice President
of Sales for the company
since 2005. Mr. Knebel
has been in the heating
and air conditioning
industry for 36 years,
holding positions in
design, research, software
development, engineering,
teaching, sales and senior
management.
Clockwise, from top left:
Thomas E. Naugle has served as a director
of the company since 1998. From 1985 to
present, Mr. Naugle has served as Chairman
of the Board and/or President of Naugle &
Co., a company engaged in the business of
investments.
Norman H. Asbjornson President/CEO
Anthony Pantaleoni has served as a
director of the Company since 1989. Mr.
Pantaleoni is of counsel to Fulbright &
Jaworski LLP in New York, New York.
Jerry E. Ryan was elected as a director by
the Board in 2001. Mr. Ryan serves on the
Board of Directors of Lone Star Technologies
of Dallas, Texas, and Global Energy
Equipment Group, Tulsa, Oklahoma.
Jack E. Short was elected to the Board
in July 2004 and is the Chairman of the
Audit Committee. Mr. Short was employed
by PriceWaterhouseCoopers for 29 years
and retired as the managing partner of the
Oklahoma practice in 2001.
John B. Johnson, Jr. Secretary
Charles C. Stephenson, Jr. has served
as a director of the Company since 1996.
From 1987 to January 2006, Mr. Stephenson
served as Chairman of the Board of Vintage
Petroleum, Inc., based in Tulsa, Oklahoma.
Corporate Data
Corporate Data
Transfer Agent and Registrar–Progressive Transfer Company,
1981 East Murray-Holladay Road, Suite 200, Salt Lake City, Utah 84117
Auditors–Grant Thornton LLP, 2431 East 61st Street, Suite 500,
Tulsa, Oklahoma 74136
Investor Relations–Jerry Levine, 105 Creek Side Road, Mt. Kisco,
New York 10549, Ph: 914-244-0292, Fax: 914-244-0295,
Jerry.levine@worldnet.att.net
Executive Offices–2425 South Yukon Avenue, Tulsa, Oklahoma 74107
General Counsel–Johnson, Jones, Dornblaser, Coffman & Shorb–2200 Bank
of America Center, 15 West Sixth Street, Tulsa, Oklahoma 74119
Common Stock–NASDAQ-AAON
5
53
Thanks to our employees
SHARRON ABERCROMBIEJOSE ACEVEDO-RAMOSMARIA L. ACOSTAMARIA ACOSTAMARTHA ACOSTAANDRES ACOSTA-LUJANDANIEL ADAIRGARY ADAMSLARRY ADAMSRODNEY ADAMSJEFFREY ADAMS, JR.ISAAC ADERINBOYERITA ADIMARICARLOS AGUAYOMARIA AGUAYOHUMBERTO AGUILAREDUARDO AGUILLERA-RAMIREZATEF AHMEDDANIEL ALAGDONMARTHA ALANISIMELDA ALBAJULIO ALBINOBRYAN ALEXANDERDANIEL ALEXANDERJAMES ALEXANDERERICA ALEXANDERBRENDAN ALLENDONALD ALLENKEVIN ALLENMICHAEL ALLENSCOTT ALLENAMMAR ALMASSRAFRAFAEL ALONZOTARIK ALSAADIFELIPE ALVARADOMARIO ALVARADO-OROZCOELEAZAR ALVAREZGUSTAVO ALVAREZBERNABE ALVAREZARTURO ALVAREZ JRJUAN AMADORARNOLDO AMAYAMICHAEL AMBURGEYCYNTHIA AMENTJEHAD AMIREHFERNANDO ANDALONWESLEY ANSELMEALFREDO ANTONIOURIEL ARELLANO GUERRAJOSE ARGUMEDO-RUIZSESAR ARIASDELVIN ARNAU-SANCHEZGARY ARNOLDDAVID ARTIAGA YNORMAN ASBJORNSONSCOTT ASBJORNSONGARY ASHMOREDWIGHT AUSTINIVAN AVALOSJOSEPH AVILAJUAN AYALANORA BACKUSJASWINDER BADESHAJAHANGIA BAHRAMINOEL BAILEYDWIGHT BAKERDOUGLAS BAKERERNEST BAKER, IIIJOHN BALDWINSTEPHEN BALLARDLUIS BANUELOSCAROLYN BARBERRAY BARBERCANDY BARBOSAJUSTIN BARLETTKIONTE BARNESDAVID BARNETTNEREYDA BARRIOS DE PEREZROSA BARROELIA BARRONESTHER BARRONANDREW BASSMICHAEL BASSANGELA BASTIDOSJUSTIN BATEMANRICARDO BATISTARICARDO BATISTA PEREZCURTIS BATTLESTUART BAUGHELLIOTT BAYHYLLEJASON BAZANDAMARCO BECKSHANNON BECKBRYAN BELLGUZMAN BENITEZMARIA BENITEZOFELIA BENITEZBONNIE BENSONIDA BERMUDEZHUGO BERUNENSERGIO BESERRABILL BINNIETHOMAS BIRDJESSICA BIRDWELLJASON BLACKVICKIE BLACKKEVIN BLACKBOROWMARIA BLANCODAVID BLEVINSJIMMY BLEVINSJUSTIN BLEVINSAARON BODOVSKYGENE BOESEJUSTIN BOHNJAMES BONDSAMUEL BORIA-RIVERAANTHONY BOTELLOROSENDO BOTELLODEMETRIUS BOYDJOHN BOYDKAREN BOYDBRET BRADFORDBRIAN BRADFORDDENEISHA BRADLEYMYOSHIA BRADLEYRUSTAM BRAHIMCHRISTOPHER BRANTLEYGLEN BRAUER, JR.RAYNOR BRENTONARLANDO BREWERMITCHELL BROOKSDAVID BROWNDEWAYNE BROWNMITCHELL BROWNRONALD BROWNJERMAINE BROWNJAMES BRUCEPHILLIP BRUCEMACEO BRUMLEYCHRISTOPHER BRYANTWILLIAM BRYANTSEAN BRYEBICH BUIBANG BUIOSMAN BULSHOROBERT BURCHESPERANZA BURNETTAMANDA BURNSKOKESHA BURNSMONICA BURNSCHARLES BURRISSHANNON BURTCHDOUGLAS BURTRUMTINA BUSHJOE BUSHJOSE BUSTOSANTHONY BUTLERBRUCE BUTLERJOHN BUTLERJOHNNIE BUTLERTYRONE BUTLERBERRY BUZZARDGERARDO CABRALJESSICA CABRERALORENZO CABRERADORA CADENACLEVELAND CAGE, JR.MARTHA CALDERAS-MOSQUEDAMARGARITO CALDERONJORGE CALIXTOLUKE CALVERTLAZARO CAMAJOSE CAMAS-PADILLADAVID CAMPBELLARTHUR CANDLERREFUGIO CARACHUREJORGE CARCAMOHERMES CARCAMO-CASTROFERNANDO CARDENASMARIA CARDENASMARIA G. CARDENASCARL CARPENTERMODESTO CARRERAVINCENT CARSONALEJANDRO CARTAGENAJAMES CARTERLEON CARTWRIGHTJACOB CASONJOSE CASTANEDA-PAREJAJOSE CASTRO MELVIS CERDAMARIA CERDAJUSTO CHAGOYAGUADALUPE CHAIREZ-GALANMARK CHALMERSPATRICK CHAPMANSERGIO CHARLESCLARK CHASEJOSH CHATTILLONJEANNIE CHAUJAHIR CHAVARRIA VEGAMBREADALBERTO CHAVEZGREGORY CHAVEZDALE CHERRYDANIEL CHERRYKRISTEN CHEVALLIERADAN CHICASWILLIAM CHRISTOPHERGEORGE CLARKJ0HN CLARKMORRIS CLARKFLOYD CLEGHORNWILLIAM CLEVELANDSTEVEN COATNEYKENNETH COCHRANMICKEY COLELATOYA COLEMANBARBARA COLEMANDARREN COLEMANOCIE COLLIERRONALD COLLINSDANIEL COLON-ALBINOKATHLEEN COMPTONDALE CONKWRIGHTJOSEPH CONLEYJONATHAN CONNELLDONALDO CONTRERASGERARDO CONTRERASMARK COOKROBERT COOKMARIO COOKMICHAEL COOLIDGESCOTT COONDONNA COONFIELDJAMES COOPERJOHN COPESELAINE CORKHILLALBERTO CORONABLANCA CORONAHERON CORONAROBERTO CORONAIGNACIO CORONA FLORESVICTOR CORREADAVID CORTEZEDUARDO CORTEZROSA CORTEZMERVIN COTTO-SANTIAGOWESLEY COVEYBILLY COXCHRISTINE COXJERRY COXJOHN COXJOSEPH COXPATRICK COXSHIMARGIN COXADRIAN CRABTREERICHARD CRAITESTEVEN CRASERAY CRAYTONJUAN CRESPO-MAISONETMIKEL CREWSDARRELL CROWCAROLYN CRUTCHFIELDMAGNOLIA CUADROS DE SANCHEZVICTORY CULLOM, IIROBERT CUMMINGSCINTIA CURIEL-ROSALESJAMES CURLEYGENE CURTISBOGDAN CZEMIAWSKINICK DABIJACHANH DANGLIEN DANGGWENDOLYN DANIELSJOHN DANIELSMARQUES DARBYCATARINO DAVILAANGELA DAVISBYRON DAVISCAROLYN DAVISJAMES DAVIS, IIIJERRY DAVISJOHNNY DAVISRICHARD DAVISTERENCE DAVISOTILIA DE JONESGILDA ETUMUDORGREGORY EUBANKSOTIS EVANSTYRONE FAILS, JR.SHAWN FAIRLEYJOSE FELICIANOJOSE FELIX-GALVANROBERT FERGUSELIZABETH FERGUSONDAVID FERNANDEZPEDRO FERNANDEZSALVADOR FERNANDEZNICK FERRARODAVID FIGUEROAJESSE FIGUEROAANDREW FINCHSTERLYN FINCHBRUCE FISHERLACRETIA FISHERKIRK FITETIFFANY FITZPATRICKWILLIE FITZPATRICK, JR.ANTHONY FIZERWAYNE FLASKACOPOTENIA FLETCHER, JR.CAROLINA FLORESEFIGENIA FLORESJUANA FLORESLAURA FLORESRUBY FLOYDVICKY FLOYDMARK FLYHECTOR FONTANEZ-ZAYASKENNETH FONTENOTSHARON FONTENOTSHEILA FORRESTMAE FORTESCHRISTOPHER FOSTERFREDERICK FOSTERWILFRED FOURNIERJOSEPH FOWLERLORETTA FOWLKESKENNETH FOYILPHILLIP FRANKWARREN FRANKLINREVONDA FRANKSGARY FREDERIKSEN, JR.PATRICK FREEMANDAVID FREISTEDTOLGA FRENCHANGEL FRIASDANIEL FRIASELBERT FULLERMATHEW FULSOMANGELIA FULTON CREWSALBERT GABRIELRONY GADIWALLARICKY GAFFNEY, IIRANULFO GALICIABRENDA GALINDOJOHN GALLMA GALVANMARIA GALVANSANDY GALVANYOLANDA GALVANALVARO GARCIAAMBER GARCIAANGEL GARCIAJESUS GARCIAJOSE GARCIALAURA GARCIAMARIA GARCIAMAXIMO GARCIANICKLAUS GARCIAWILSON GARCIAMARIA GARCIA GARCIAJ GARCIA-GONZALEZMIGUEL GARCIA-SUAREZJOHNNY GARDNER, JR.NORMA GARIBAYPATRICK GARRETT, SR.CARLOS GARZAJESSIE GARZARALPH GASAWAYMIKE GATELEYSTEVE GEARYJAMES GEORGEALVIN GILBERTAMRIK GILLWILLIAM GILLDERRICK GILLISWILBERT GILMOREGARY GOFFEMMETT GOINSHENRY GOLDSTONFAUSTINO GOMEZHECTOR GOMEZHUMBERTO GOMEZJOSE GOMEZMARIA GOMEZMOISES GOMEZJESUS GOMEZ, IIJOSE GOMEZ-MORENOJUAN GOMEZ-OLMOSMANUEL GOMEZ-ORTEGADANIEL GOMEZ-SIGALACHRISTOPHER GONZALESADRIAN GONZALEZGLORIA GONZALEZJOHN GONZALEZMARTIN GONZALEZVICTOR GONZALEZBARRY GOODSONJOSHUA GORDONADRIAN GOREDAVID GOTCHEREDITH GRACIADALE GRAHAMBUENAS GRANADOSERNESTO GRANADOSZAINAB GRAVESMARIA GRAYROXANE GRAYJESSE GREEN, JR.KELLI GREERJAMES GREGGJOHN GRIFFINRONALD GRIMESDANIEL GROFFRAMON GUERREROJOSH GUITARREMIA GUTHERYMANUEL GUTIEREZISAAC GUTIERREZRAQUEL GUTIERREZEVELYN GUTIERREZ LAINEZRANDELL GUYNNERASMO GUZMANNANCY HACKNEYJACK HALLKELLY HALLROBERT HALLSTEPHEN HALLROBERT HALTONOTIS HAMILTONSCOTT HAMILTONJEFFREY HAMMERSAM HAMMOUDCALVIN HANDYJIM HANGROBERT HANNARODERICK HARBINDONALD HARDENMARQUIS HARLINKENNY HARRISSTACEY HARRISSTEPHANIE HARVEYHEATHER HASKINSDONALD HATLEYJOHN HAWLEY, JR.WILLIE HAYESRICKEY HAZLETTTHEODORE HEATHTIM HEFFLINALMONZO HENDERSONCAMONA HENDERSONDANIEL HENDERSONDEMETRIUS HENDERSONKUNSTANZE HENDERSONMIKE HENSLEYPHILLIP HERLALVARO HERNANDEZARMANDO HERNANDEZBENJAMIN HERNANDEZCORCINA HERNANDEZEDUARDO HERNANDEZFRANCISCO HERNANDEZFRANCISCO O. HERNANDEZJORGE HERNANDEZLUIS HERNANDEZLUIS T. HERNANDEZMARIA HERNANDEZMARIANO HERNANDEZMAYTE HERNANDEZMARCOS HERRERAFRANCISCO HERRERA, JR.DONALD HICKMANTAKEO HIGABRENDA HIGGINSDEWAYNE HIGHTOWERPAUL HILLTOMEKA HILLJULIAN HILL, JR.CHRISTINE HINESJEFFERY HINESJUAN HINOJOSATYSON HINTHERCLYDE HITCHYESANDRA HOFFMANBRYAN HOLLANDJAMES HOLLINGSWORTHLORETTA HOLLINSSTEPHANIE HOLLISDONNA HOLLOWAYLAWRENCE HONELLOUIS HOOVERSTEPHEN HOOVERSAMANTHA HOPKINSTERRI HORNWILBURN HORNER, JR.DANIEL HORRELLJOSHUA HORSTSTANLEY HORTONCRYSTILLA HOUSTONJERRY HOUSTONDAVID HOWARDLARRY HOWARDCLARENCE HUBBELLLYDIA HUDSONPHILIP HUDSONBILLY HUGHARTJIMMY HUGHESLUCIO HUIZARROSARIO HUIZARROBB HULLERBRENDA HURTADOGARY HUTCHINSGARY HUTCHINSONOKECHUKWU IBEHSAMUEL INGRAMANTHONY INKTONFIRDOUS IRANITIM IRWINMELHAM JABRJEFF JACKSONBELINDA JACKSONMAVIS JACKSON, JR.DANNY JACOTJOAQUIN JAIMES-BENITEZJOSE JAMAICAMcKINLEY JAMESFRANCES JARAMILLOGENELLE JIMBOYALCIDEZ JIMENEZALEJANDRO JIMENEZJ. 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