2020 Annual Report2020 Annual Reportin 2020, with $514.6 million
Record sales and earnings continued
in
net sales and $79.0 million in net income, an increase of 9.6% and 47.1%
compared to 2019, respectively. We started the year with high expectations,
based on restored operational efficiencies and a strong backlog, and were able
to overcome a challenging market shift because of the pandemic. As
an essential manufacturer of HVAC systems, we united in committing our
manufacturing capacity to provide equipment and parts for critical infrastructure.
We also adapted to meet our customers’ needs to improve their buildings’ indoor air
the new
quality. During 2020, we
manufacturing facility expansion in Longview and the addition of new sheet metal
manufacturing machinery in Tulsa. We are dedicated to continue our resilience and
deliver the same continued excellence to our stockholders.
future growth with
invested
for
2020 Annual ReportAAON is engaged in the engineering, manufacturing, marketing and sale of air conditioning and
heating equipment consisting of standard, semi-custom and custom rooftop units, chillers,
packaged outdoor mechanical rooms, air handling units, condensing units, makeup air units,
energy recovery units, geothermal/water-source heat pumps, coils and controls. Since the founding
of AAON in 1988, AAON has maintained a commitment to design, develop, manufacture and deliver
innovative heating and cooling products to perform beyond all expectations and demonstrate the
value of AAON to our customers.
Company ProfileWater-Source Heat Pumps(½ - 240 tons) Indoor Air Handling Units(800 - 50,000 + cfm)Chillers & Packaged Outdoor MechanicalRooms(4-478 tons)Self-Contained Units (3-70 tons)Outdoor Air Handling Units(800 - 80,000 + cfm)CoilsBOOSTER, HYDRONIC, and DX Condensing Units(2-70 tons)Packaged Rooftop Units(2-240 tons) Controls(WSHP, RTU,SELF-CONTAINED, SPLIT SYSTEM, & CHILLER)F1 SeriesH3 SeriesV3 SeriesSA SeriesM2 SeriesRZ SeriesRN SeriesRQ SeriesM2 SeriesSA SeriesSB SeriesWH Series &WV SeriesRQ SeriesRN SeriesSB SeriesSA SeriesRZ SeriesM2 SeriesRQ SeriesRN SeriesRZ SeriesLF SeriesLN SeriesLZ SeriesCB SeriesCF SeriesProduct Family5
Company ProfileWater-Source Heat Pumps(½ - 240 tons) Indoor Air Handling Units(800 - 50,000 + cfm)Chillers & Packaged Outdoor MechanicalRooms(4-478 tons)Self-Contained Units (3-70 tons)Outdoor Air Handling Units(800 - 80,000 + cfm)CoilsBOOSTER, HYDRONIC, and DX Condensing Units(2-70 tons)Packaged Rooftop Units(2-240 tons) Controls(WSHP, RTU,SELF-CONTAINED, SPLIT SYSTEM, & CHILLER)F1 SeriesH3 SeriesV3 SeriesSA SeriesM2 SeriesRZ SeriesRN SeriesRQ SeriesM2 SeriesSA SeriesSB SeriesWH Series &WV SeriesRQ SeriesRN SeriesSB SeriesSA SeriesRZ SeriesM2 SeriesRQ SeriesRN SeriesRZ SeriesLF SeriesLN SeriesLZ SeriesCB SeriesCF SeriesProduct FamilyFinancial Highlights“AAON is pleased to participate in emergency efforts such as this one, without any premium pricing for expedited manufacturing and shipment. Multiple other critical projects are also underway at all of our manufacturing facilities. We have the manufacturing capacity, and we are committed to being a part of the solution to these urgent needs.” Gary Fields • AAON CEO/PresidentAAON units shipped out to this job in 10 days. In 2020, we shipped over 5,000 tons of essential HVAC systems to critical infrastructure projects related to the pandemic, such as temporary hospitals, isolation units and medical equipment production facilities. We are also manufacturing solutions to meet the current Indoor Air Quality concerns.Temporary Hospital in New York with AAON HVAC Systems - April 20202020
2019
2018
2017
2016
Income Data ($000 except per share data)
Net Sales
Gross Profit
Operating Income
Interest Income (Expense), Net
Depreciation and Amortization
Pre-Tax Income
Net Income
Earnings per Share
Basic
Diluted
Balance Sheet ($000 except per share data)
Working Capital
Current Assets
Net Fixed Assets
Accumulated Depreciation
Cash and Cash Equivalents
Total Assets
Current Liabilities
Long-Term Debt
Stockholders’ Equity
Stockholders’ Equity per Diluted Share
Funds Flow Data ($000)
Operations
Investments
Financing
Net Increase (Decrease) in Cash
Ratio Analysis
Gross Profit
Return on Average Equity
Return on Average Assets
Pre-Tax Income on Sales
Net Income on Sales
Total Liabilities to Equity
Quick Ratio1
Current Ratio
Year-End Price Earnings Ratio
514,551
155,849
101,836
88
25,634
101,975
79,009
1.51
1.49
161,218
220,251
223,340
203,125
79,025
449,008
59,033
6,363
350,865
6.61
128,814
(61,273)
(29,626)
37,915
30.3%
24.7%
19.3%
19.8%
15.4%
28.0%
2.3
3.7
44.7
469,333
119,425
67,011
66
22,766
67,031
53,711
433,947
103,533
55,351
196
17,655
55,500
42,329
405,232
123,651
74,235
298
15,007
74,624
53,830
383,977
118,165
78,998
292
13,035
79,395
53,020
1.03
1.02
0.81
0.80
1.02
1.01
1.00
0.99
131,521
187,549
178,094
179,242
26,797
371,424
56,028
6,320
290,140
5.51
97,925
(37,046)
(18,500)
42,379
25.4%
19.9%
15.8%
14.3%
11.4%
28.0%
2.0
3.3
48.4
93,167
140,658
163,003
166,880
1,994
307,994
47,491
-
249,443
4.74
54,856
(34,635)
(39,684)
(19,463)
23.9%
17.3%
14.0%
12.8%
9.8%
23.5%
1.3
3.0
43.8
104,002
153,537
142,375
149,963
21,457
296,590
49,535
-
238,925
4.50
57,994
(31,052)
(29,638)
(2,696)
30.5%
24.1%
19.5%
18.4%
13.3%
24.1%
1.7
3.1
36.3
102,287
140,786
114,892
137,146
24,153
256,335
38,499
-
208,410
3.90
63,923
(16,925)
(30,753)
16,245
30.8%
27.2%
21.7%
20.7%
13.8%
23.0%
2.4
3.7
33.4
7
1 = (Cash & cash equivalents + investments + receivables)/current liabilities
Financial Highlights“AAON is pleased to participate in emergency efforts such as this one, without any premium pricing for expedited manufacturing and shipment. Multiple other critical projects are also underway at all of our manufacturing facilities. We have the manufacturing capacity, and we are committed to being a part of the solution to these urgent needs.” Gary Fields • AAON CEO/PresidentAAON units shipped out to this job in 10 days. In 2020, we shipped over 5,000 tons of essential HVAC systems to critical infrastructure projects related to the pandemic, such as temporary hospitals, isolation units and medical equipment production facilities. We are also manufacturing solutions to meet the current Indoor Air Quality concerns.Temporary Hospital in New York with AAON HVAC Systems - April 2020Gary Fields
AAON President & CEO
Letter from the President
Dear Fellow Stockholder,
We posted another year of record sales and earnings growth in 2020 despite unprecedented challenges
the COVID-19 pandemic posed on the Company and our customers. In 2018 and the first half of 2019, the
Company engaged in a transition from entrepreneurial leadership to a collaborative team-oriented management
structure. This transition created some operational inefficiencies that led to atypical performance. We
resolved these internal issues and our profit margins returned to near historic levels ending fourth quarter of
2019. Throughout this period, we continued gaining market share resulting in record levels of revenue and
backlog. We began 2020 with high expectations as we entered the year with a strong backlog and renewed
operational efficiency.
The dynamic quickly changed as the COVID-19 pandemic sent shockwaves through the economy, including our
commercial HVAC end-market. We initiated many safety and cleaning measures to keep our workforce safe
while rapidly manufacturing HVAC equipment for emergency hospitals, testing sites and other critical COVID-19
related infrastructure projects. The challenge to our sales channel due to the pandemic was considerable. Travel
and face-to-face interaction with customers was quite limited. Despite this difficult environment, we executed
extremely well, and were able to achieve record sales and earnings. Simultaneously, we continued to invest
in future growth, increasing our capital investments 82% year-over-year. We thoroughly responded to our
customers’ increased focus on indoor air quality. The incorporation of specialized HVAC equipment aided in
mitigation of infectious aerosols related to the pandemic.
9
AAON Longview Expansion - Beginning Operation in 2021
The Norman Asbjornson Innovation Center (“NAIC”) research and
development laboratory facility that opened in 2019 significantly
enhances our R&D capabilities for new products like the new WSHPs.
This is a 65-foot tall 134,000 sq. ft. state-of-the-art facility with many
unique capabilities, which to our knowledge exists nowhere else in the
world. The NAIC consists of 10 testing chambers that have acoustic and
thermal performance testing and measuring capabilities like no other in
our industry. The facility enables AAON to lead the industry in the
development of the most technologically advanced and the most
energy efficient HVAC equipment in the industry. Furthermore, it allows
us to more efficiently and effectively meet and maintain AHRI
(Air-Conditioning Heating and Refrigeration Institute) and Department
of Energy certifications. Finally, the NAIC is a valuable sales and
marketing asset that allows us to prove our product performance to our
customers through actual testing.
Capital Investments. We spent over $40 million beyond our annual
maintenance requirements in capex. Two areas of focus consumed most
of the growth-related investment. First, we expanded our footprint at
our manufacturing facility in Longview, Texas. This facility, which
primarily manufactures our air-handling units, splits systems, small
chillers and coils, generates approximately 11% of the Company’s
annual revenue. It consists of a 263,000 sq. ft. building (256,000 sq. ft.
of manufacturing/warehouse space and 7,000 sq. ft. of office space). In
August 2019, we began constructing a state-of-the-art 224,000 sq. ft.
building expansion (210,000 sq. ft. of manufacturing/warehouse space
and 12,000 sq. ft. of office space). This expansion will be used for both
equipment manufacturing and coil warehouse storage. We expect it to
double overall capacity, reduce production time by 20% and improve
overall efficiency. We anticipate the new facility to be operational by the
end of the first quarter in 2021.
The other significant part of our annual capital investment was
associated with capacity expansion of our custom sheet metal production
at both our primary Tulsa, Oklahoma facility and Longview facility. We
had a robust influx of orders in 2018-2019 that drove our backlog up over
100% year over year at one point. We were pleased to see our growth
strategy gain traction but that magnitude of growth in such a short
period strained our capacity capabilities and extended lead times beyond
historical norms. Therefore, starting in late 2019 we began investing in
new machinery, mainly to expand our sheet metal production, which
was the primary pressure point in our production.
In 2020, we recorded organic sales growth of 10%, bringing annual sales
to $515 million. Our gross margin improved 490 basis points to 30.3%.
In the fourth quarter, we had a $6.4 million pre-tax gain related to
insurance proceeds associated with a damaged roof incurred by adverse
weather earlier in the year. Diluted earnings per share grew 46% to
$1.49. Net of profit sharing and taxes, our gain from insurance proceeds
was $4.1 million and impacted our diluted EPS by $0.08. We finished
the year with no debt and cash and cash equivalents of $79 million, up
from $27 million at the end of 2019.
For decades, we have worked diligently to earn a reputation as one of
the most technologically innovative producers of the highest quality and
most efficient products in the HVAC industry. In 2020, we continued
to invest in innovation and manufacturing capacity growth to maintain
this reputation. We increased research & development spending 18% to
$17.4 million (3.4% of sales) and our capex spending increased by 82%
to $67.8 million (13.2% of sales).
Research & Development. One example of our R&D efforts in 2020
was our small packaged water-source heat pump (WSHP) product line.
Since introducing the innovative WH Series horizontal configuration and
WV Series vertical configuration products in 2015, the organic venture
has largely been a success. In 2019, we sold nearly eight thousand
units for $25 million, capturing approximately 5% market share. After
several years of robust growth, we took a step back in 2020 as our
WSHP sales declined 25%. Prior to the downturn, we recognized the
design of the products was more conducive for installation in new
buildings and less for replacement in existing buildings. Replacement
equipment makes up roughly 75% of market demand
in this
sector. Thus, when the new construction market contracted with the
economy last year, our WSHP business felt the brunt of the downturn. In
2020, we began engineering a new design that will make the products
a more desirable turnkey solution for replacement applications. This
next generation of WSHPs will be introduced to the market by midyear
2021 and we expect it to return our WSHP business to growth and
accelerate share gains.
10
Strong FinancialPerformanceInvesting in growth
AAON Longview Expansion - Beginning Operation in 2021
In 2020, we continued to strive to satisfy the dynamic industry
requirement for large energy efficient packaged rooftop equipment
through the introduction of our new RZ Series rooftop unit. The RZ
rooftop unit, which comes in sizes of 45-240 tons and 7,500-80,000
Btus, is unique in that it is built with superior features and comes with
standardized options that are recognized as premium in the industry.
For example, the RZ Series standardizes the refrigeration system design
with premium variable speed compressors, which provides consistent
supply air temperature control, load matched cooling and high part load
improves overall efficiency
efficiency. This premium compressor
and reduces system operating costs. The RZ Series is also uniquely
designed with an array of multiple high efficiency direct drive airfoil
plenum supply fans directly powered by new permanent magnetic
motor technology, as opposed to the industry standard that uses
one supply fan indirectly belt driven by an AC induction motor. By
utilizing this design, it saves energy, reduces sound output and decreases
maintenance requirements. Finally, as with many of our rooftop
models, the RZ Series is synonymous with what the AAON brand is
known for, customization and high quality. The model is offered with a
large number of customizable features, once relegated to custom
manufacturers, to help maximize performance based on the application,
and is manufactured with premium materials and designs. The RZ series
replaces the outgoing RL series with greater efficiency, higher capacity
and quieter operation.
AAON was recognized for excellence in product design in the 16th
annual Consulting-Specifying Engineer Product of the Year awards.
Readers of the industry magazine publication voted AAON’s RN
Series Rooftop Unit as the Most Valuable Product amongst a vast array
of building product categories, including HVAC equipment, electrical
systems, lighting, as well as others. The RN Series Rooftop Unit
designed with variable speed compressors provides precise comfort
control with high-energy efficiency and operational cost savings. The
unit operates with an Integrated Energy Efficiency Ratio (IEER) up to
22.5 and can be configured to meet many of ASHRAE’s indoor air quality
recommendations to mitigate virus transmission. AAON’s LF Chiller
Controller was also awarded Gold – the top award – in the BAS, Controls,
Energy Management category. This controller, designed jointly with
our mechanical and controls engineering teams in Tulsa and Parkville,
creates a better user experience for start-up and control of the AAON
LF Series Air-Cooled Chiller.
This (Longview) expansion will be used for
both equipment manufacturing and coil
warehouse storage. We expect it to double
overall capacity, reduce production time by
20% and improve overall efficiency. We
anticipate the new facility to be fully
operational by the end of the first quarter
in 2021.
RZ Series Large Commercial Rooftop Unit (45-240 tons)
11
New ProductDevelopementProduct Awardsand RecognitionsThe COVID-19 pandemic has fueled a great deal of concern over best
practices in the design and operation of building HVAC systems. In order
the mitigate the spread of COVID-19, influenza and other similar type
respiratory diseases, we have completed significant research in what
affects the transmission of these diseases and how AAON HVAC
systems can be best designed in light of these findings.
The
coronavirus, which is a family of viruses, including SARS, MERS and
some strains of the common cold, can spread through airborne droplets.
Infectious aerosols of very tiny droplets can travel on air currents,
including through the HVAC system. ASHRAE (formerly the American
Society of Heating, Refrigeration and Air-Conditioning Engineers), a
professional association with a goal of advancing HVAC&R systems
designs and construction, put together the Epidemic Task Force in 2020
and determined several recommendations to mitigate the spread of the
virus, including humidity control, air filtration, increased outdoor air
ventilation and air disinfection.
Our focus on premium quality and customized solutions positions us well
to accommodate many of the features that ASHRAE now recommends
to mitigate infectious aerosols. For example, AAON continues to lead
the market in energy efficient humidity control with the use of variable
capacity compressors and modulating hot gas reheat. Designing HVAC
systems with superior humidity control allows building management to
maintain ASHRAE’s recommended ambient relative humidity levels of
40%-60%, the ideal level to inactivate viruses in the air and on surfaces.
RN Series with Variable Speed Compressors - 2020 Most Valuable Product, Consulting-Specifying
Engineer Product of the Year, Customizable to Meet Indoor Air Quality Demands
ASHRAE also recommends buildings utilize a higher percentage of
outdoor air
for air quality purposes. However, utilizing more
outdoor air can require more energy use. Furthermore, depending on the
climate, it could increase or decrease space humidity to above or below
recommended levels. Our innovative use of energy recovery wheels
and energy recovery plates combined with superior humidity control
designs can help building management follow outdoor ventilation air
recommendations while limiting an increase of energy usage and
maintaining recommended humidity levels.
Another area of heightened focus is filtration. Prior to 2020, a vast
majority of commercial buildings used filtration levels of MERV 4 to
MERV 8, which has commonly been acceptable for filtering out typical
particulates in the air stream. For viruses, ASHRAE recommends using a
minimum filter level of MERV 13.
Our focus on premium quality and customized solutions positions us well to
accommodate many of the features that ASHRAE now recommends to mitigate
infectious aerosols. Overall, compared to our competition, we believe AAON is well
positioned to accommodate the heightened demand for features that can help
mitigate virus transmission and improve air quality.
12
Indoor Air QualityTypical packaged rooftop units in the market, particularly 40 tons
and smaller, are not built to support this level of filtration because
increased filtration imposes increased pressure drop, which requires fans
that can overcome this increased pressure drop. AAON’s standard design
utilizes a backward curved fan that can accommodate these higher
system pressures. Retrofitting other manufacturers' typical packaged
rooftop units with MERV 13 filters may not be possible depending
on how the unit was selected and designed. Thus, in the 40 ton and
smaller category, it may be necessary to replace a typical packaged
rooftop with a new unit in order to increase the filtration to MERV 13. In
most applications, an AAON unit would not need to be replaced to
increase the filtration to MERV 13.
Lastly, air disinfection methods through ultraviolet lighting and bipolar
ionization are also attracting attention. ASHRAE supports using these
technologies as they can help inactivate viruses. In addition to this
equipment being offered as options in new AAON units sold, it is also
easily installed in AAON units already used in the field. Similar to
dynamics that affect filtration retrofit, AAON has basic design
characteristics that allow for easy installation of ultraviolet lighting and
bipolar ionization equipment.
Overall, compared to our competition, we believe AAON is well
positioned to accommodate the heightened demand for features
that can help mitigate virus transmission and improve air quality. The
features that ASHRAE recommends require premium designs and
configurations that we view as typical in AAON units. As a result, relative to
our competition, we are able to incorporate those features into our units
with ease, at a minimal price premium and no increased build time.
UV Light options are available for single pass air disinfection.
In May 2020, Norman H. Asbjornson, founder of AAON, stepped down
as CEO after leading the Company since its creation 32 years ago. Mr.
Asbjornson transitioned to the role of Executive Chairman, while Gary
Fields, President of the Company since 2016, took over as CEO and
President. The change at the top of the organization marks the end of a
succession plan that began several years ago. Along with a transition at
the top, the company undertook many other changes in leadership and
structure. Although this change did come with some growing pains in
2018-2019, we are confident the Company is back on track as reflected
in our 2020 results. This change will lead to many long-term positive
outcomes. We strongly believe our new team-oriented leadership
structure, along with improved internal processes, will best position
the Company to continue to build on its impressive foundation while
fostering sustainable, long-term success.
AAON’s historical success has been closely associated with our unique
sales channel. Unlike many of our competitors that go to market through
internally managed sales teams, AAON sells its HVAC equipment through
a network of independently owned sales representatives. We value
this differentiation greatly as we find it to be more effective for us as
well as our sales representative partners. Despite the vast success we
have had with our sales network over the last decade, we recognized
several years ago that there was room for improvement, especially in
certain regions of the U.S. In 2017-2019, we made several changes to our
network partners and provided all with additional tools to help improve
success rates. We attribute a large part of the success we had in 2020
to these initiatives that we made in preceding years. We maintain that
based on the strengthening of the sales channel alone, AAON continues
to have significant growth opportunity. At the end of 2020, we utilized
63 independently owned sales representative organizations having 125
offices to market our products in the United States and Canada.
13
Leadership TransitionSales RepresentativeNetworkAt AAON, a diverse and inclusive workplace is also integral to our
business strategy and critical to our success. We are committed to
hiring, retaining and promoting a diverse workforce while advancing a
workplace culture of inclusion, which team members are valued for
their ideas, identities, experiences and talents. At the end of 2020,
68% of our total workforce were Black, Indigenous and people of
color and 29% were female. AAON also employs individuals from over
32 countries. Furthermore, the Company has two team member resource
groups, AAON Veterans Empowering Through Service (V.E.T.S.) and the
Women’s Alliance and Resource Program (WARP), which help unify core
values and beliefs while fostering a supportive inclusive environment
promoting advancement and success. AAON also supports Oklahoma
Women in STEM, which celebrates women in STEM fields and inspires
the next generation, and is also involved in the Society of Women
Engineers, a non-profit service organization that helps provide a
supportive environment for women to excel in engineering. AAON
participates in the Tulsa Chamber’s Mosaic Diversity and Inclusion Index
and was named a 2020 Top Inclusive Workplace.
At AAON, we strive to conduct our business in a socially responsible
and ethical manner with a focus on environmental stewardship, team
We comply with
member safety and community engagement.
industry regulations and requirements while pursuing responsible
economic growth and profitability.
AAON is a leading designer and manufacturer of the most energy efficient
HVAC products in the commercial HVAC industry, which is vital to the
environment since approximately 40% of energy consumed by
commercial buildings in the U.S. is associated with heating, ventilation
and air-conditioning. Our innovative designs substantially help our
customers reduce their carbon footprint while reducing their cost of
building management and maintenance. Many of the HVAC units we
produce are uniquely designed with two-stage, variable capacity or
variable speed compressors, high efficiency evaporator and condens-
er coils and variable speed fans, leading to an AHRI Certified perfor-
mance of up to 20.3 SEER and 22.5 IEER, compared to the industry
ASHRAE 90.1 minimum requirement of 12-14 SEER/IEER. AAON also
has an ongoing focus to reduce its own operational carbon footprint.
In 2020 alone, we invested in new overhead doors, new HVAC systems,
replaced Metal Halide lighting with LED lighting, set goals around
energy conservation, implemented lean manufacturing processes as well
as many other initiatives to help reduce our energy usage at our facilities.
to
the
effort
reduce
finding ways
In 2020, our total energy usage per total revenue declined 2.9%
compared to 2019. Furthermore, 27% of our total energy usage is
derived from renewable power generation. We also have spent
scrap
significant
materials resulting from our manufacturing processes. In 2017, we
created our internal GoGreen employee committee that has a goal of
regularly identifying numerous waste streams that can be recycled,
reused or reduced. AAON participates in the non-profit organization
Sustainable Tulsa’s Scor3card program, which is a sustainability tracking
and assessment tool for organizations who want to track and improve
their sustainability plans. AAON achieved Platinum level in the 2020
Sustainable Tulsa Scor3card verification program, and was awarded the
2020 Henry Bellmon Award for Sustainability leadership. This follows the
Company achieving Gold in 2019 and Bronze in 2018 and 2017.
Sustainable Tulsa Platinum Level Award and Henry Bellmon Award
14
AAON Employees Participating in the Tulsa Veteran's Day Parade
Sustainability
Performance in 2020 substantiates our optimistic view of the
potential for our Company. In a year that the nonresidential HVAC
industry contracted in size, we were able to expand sales by
nearly 10%. We are just beginning to scratch the surface. With new
leadership structure and positive changes to our internal processes,
we are confident efficiency and productivity will continue to improve.
Our independent sales representation is stronger than ever. We are yet
to completely recognize the benefits of changes implemented over
the past few years. Most importantly, our total addressable market is
multiples of the size of our Company. We continue to see significant
opportunity that our premium product offering and state-of-the-art
manufacturing can leverage. In 2020, we increased our combined
R&D and capex spend by 64%; and we have plans to continue to
invest in growth. Although we expect growth will moderate in
2021, particularly in the first half of the year as the late-cycle
nonresidential construction market lags the economic recovery,
we anticipate a recovery in the second half of the year and an
acceleration in 2022. Long-term, the prospects for AAON are
very bright.
To our stakeholders, we cannot achieve these results without
your support and commitment. We continue to benefit from the
total cooperation and dedicated service of our employees and
independent sales representation.
To our stockholders, we are honored to have each of you with us
as we demonstrate our resilience and continue deliver sales and
earnings growth.
Gary D. Fields CEO/President
March 16, 2021
Our 2020 performance reflects our optimistic view of the potential of our
Company. In a year where our nonresidential HVAC industry contracted in
size, we were able to expand sales by nearly 10%. In our view, we are just
scratching the surface.
15
OutlookRN Series rooftop unit (55-140 ton cabinet) dedicated assembly line that began operation in
early 2021. This new line improves the manufacturing efficiency of the product and
reutilizes lab testing space that was relocated to the NAIC R&D Laboratory.
1988
August
AAON, an Oklahoma
corporation, was founded.
September
Purchase of John Zink Air
Conditioning Division.
1989
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.
Summer
Became a publicly traded company
with the reverse acquisition of
Diamond Head Resources (now
“AAON, Inc.), a Nevada corporation.
1990
December
Listed on NASDAQ Small Cap -
Symbol “AAON”.
1991
December
Formed AAON Coil Products, a Texas
Corporation, as a subsidiary to
AAON, Inc. (Nevada) and purchased
coil making assets of Coil Plus.
1992
Spring
AAON Coil Products purchased,
renovated and moved into a 110,000
square foot plant in Longview, Texas.
September
One-for-four reverse stock split.
Retired $1,927,000 of
subordinated debt.
1993
NOVEMBER
Listed on the NASDAQ National
Market System.
1994
January
Introduced a desiccant heat
recovery wheel option available on
all AAON rooftop units.
March
Purchased property with 26,000
square foot building adjacent
to AAON Coil Products plant in
Longview, Texas.
Issued a 10% Stock Dividend
1995
September
Completed expansion of
the Tulsa facility to 332,000
square feet.
1996
December
Purchased 40 acres with 457,000
square foot plant and 22,000 square
foot office space located across from
Tulsa facility.
1997
April
AAON received U.S. patent for
Blower Housing assembly.
1998
October
U.S. patent granted to AAON for air
conditioner with energy recovery
heat wheel.
November
AAON yearly shipments exceed
$100 million.
Received U.S. patent for Dimple
Heat Exchanger Tube.
1999
Spring
Completed Tulsa, Oklahoma and
Longview, Texas plant additions
yielding a total exceeding one
million square feet.
Timeline of Success1988-20082000
Fall
Our manufacturers representative
business grew to more than 100
offices, contributing approximately
60% of total sales.
2001
July
AAON added as a member of the
Russell 2000® Index
Fall
Expanded rooftop product line to
230 tons.
Introduced evaporative-cooled
condensing energy savings feature
September
3-for-2 stock split
October
AAON listed in Forbes’ 200 Best
Small Companies
2002
June
3-for-2 stock split
Fall
Industry introduction of the modular
air handler and chiller products.
October
AAON listed in Forbes’
Magazine’s “Hot Shots 200
Up & Comers.”
AAON listed in Forbes’ 200 Best
Small Companies.
2003
May
Purchased the assets of Air Wise, of
Mississauga, Ontario, Canada.
July
Started production of polyurethane
foam-filled double-wall
construction panels for rooftop
and chiller products using newly
purchased manufacturing
equipment.
October
AAON listed in Forbes’
200 Best Small Companies.
2004
April
AAON received U.S. Patent for
the De-Superheater for
Evaporative-Cooled Conditioning
September
AAON received U.S. Patent for DPAC.
November
Introduction of light commercial/
residential product lines.
2005
August
AAON received U.S. Patent for
Plenum Fan Banding.
2006
April
AAON introduced factory engineered
and assembled packaged mechanical
room, which includes a boiler and all
piping and pumping accessories.
June
Initiation of a semi-annual cash
dividend for AAON shareholders.
2007
March
Modular Air Handler products
extended to 50,000 cfm.
August
3-for-2 stock split.
October
AAON Listed in Forbes’ 200 Best
Small Companies.
December
AAON rings closing bell at NASDAQ.
2008
October
AAON rings opening bell
at NASDAQ.
AAON voted “Most Valuable
Product” and “Product of the Year”
by Consulting-Specifying Engineer
Magazine.
AAON listed in Forbes’ 200 Best
Small Companies.
Timeline of Success1988-20082009
Summer
AAON increased dividend payment
by 13%.
AAON named to the Fortune 40 :
Best Stocks to Retire On.
National Society of Professional
Engineers Award AAON 2009
Product of the Year.
Fall
AAON added to Standard & Poor’s
Small Cap 600 Index.
National Society of Professional
Engineers Award AAON 2009
Product of the Year - D-PAC
AAON listed in Forbes’ 200 Best
Small Companies.
2010
July
AAON RQ Series win ACHR News
Dealer Design award.
October
AAON RN Series rooftop unit
named 2010 Product of the Year
- Silver by Consulting-Specifying
Engineer Magazine.
AAON LC Series Chiller product
named 2010 Product of the Year -
Bronze by Consulting-Specifying
Engineer Magazine.
AAON Listed in Forbes’ 200 Best
Small Companies
2011
Summer
National Society of Professional
Engineers awarded RQ Series High
Efficiency Rooftop Unit - Product
of the Year.
3-for-2 stock split.
AAON Geothermal RQ Series wins
Silver in ACHR News Dealer Design
Competition. Single Zone VAV
rooftop units win Honorable
Mention in ACHR News Dealer
Design Competition.
October
AAON Geothermal RQ Series product
named 2011 Product of the Year -
Silver by Consulting-Specifying
Engineer magazine.
2012
Spring
Industry introduction of light
commercial geothermal heat pump
self-contained unit product line.
July
AAON SB Series Self-Contained
Unit Wins ACHR News Dealer
Design Award - Gold
September
Consulting-Specifying Engineer
magazine awarded RN Series
E-Cabinet Product of the Year -
Bronze.
December
AAON yearly shipments exceed
$300 million.
2013
May
Opening of AAON Parts &
Supply Store.
AAON increases dividend
payment by 25%
3-for-2 stock split
September
25th Anniversary
AAON rings opening bell
at NASDAQ.
Consulting-Specifying Engineer
magazine awarded SB Series
Product of the Year - Bronze.
December
AAON named top Tulsa area
stock value.
2014
June
3-for-2 stock split
July
AAON LN Series Chiller wins ACHR
New Dealer Design Award - Bronze
September
AAON donates $3 Million to A
Gathering Place for Tulsa.
Timeline of Success2009-20202017
April
First WV Series small packaged
vertical water-source heat pump
comes off the production line.
July
AAON products received Dealer
Design Awards from ACHR News.
September
AAON V3 Series, Touchscreen
Controller, and WH Series voted
Products of the Year by
Consulting-Specifying Engineer
magazine.
2018
March
WattMaster Controls, Inc.
Acquisition
May
AAON increase dividend payment
by 23%
July
RN Series with Two-Stage
Compressors wins ACHR News Dealer
Design Award - Bronze
August
AAON Water-Source Heat Pumps
AHRI Performance Certified
September
30th Anniversary
October
AAON rings opening bell at NASDAQ
2019
June
AAON Opens Second Parts & Supply
Store in Tulsa
August
AAON Breaks Ground on New Facility
in Longview
October
AAON Opens Norman Asbjornson
Innovation Center
December
AAON Honored as One of Oklahoma
Magazine’s Great Companies to
Work For
2020
May
Founder Norman H Asbjornson
Transitions to Executive Chairman.
Gary D. Fields assumes new role as
CEO.
November
AAON Achieves Platinum Level
in Scor3card Verification Program
and receives Bellmon Award from
Sustainable Tulsa
December
AAON RN Series with Variable Speed
Compressors voted “Most Valuable
Product” and LF Chiller Controller
named “Product of the Year” by
Consulting-Specifying Engineer
magazine.
2015
May
AAON increases dividend payment
by 20%
June
AAON receives Gold Dealer
Design Award in the Ventilation
category.
September
AAON Low Leakage Dampers
voted “Product of the Year”
by Consulting-Specifying
Engineer magazine.
2016
January
AAON received U.S. Patent for the
Low Leakage Dampers
February
AAON Breaks Ground on New
"Norman Asbjornson Innovation
Center" Research and Development
Laboratory
July
AAON LZ Series Packaged Outdoor
Mechanical Room wins ACHR News
Dealer Design Award- Gold
September
Consulting-Specifying Engineer
magazine awarded LZ Series Outdoor
Mechanical Room Product of the
Year - Gold, Chiller category.
Consulting-Specifying Engineer
magazine awarded RN Series
Horizontal Configuration Rooftop Unit
Product of the Year - Gold, HVAC/R
category.
November
AAON increases dividend payment
by 18%
Timeline of Success2009-2020Longview ExpansionPictures of the new paint booth, air handling unit manufacturing lines, automated sheet metal manufacturing, and technician training academy.UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
☒
For the fiscal year ended December 31, 2020
or
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
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)
87-0448736
(IRS Employer
Identification No.)
2425 South Yukon Ave., Tulsa, Oklahoma
74107
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (918) 583-2266
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock
AAON
NASDAQ
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act.
☐ Yes ☒ No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.
☐ Yes ☒ No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
☒ Yes ☐ No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if
any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during
the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
☒ Yes ☐ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer
or a smaller reporting company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934).
Large accelerated filer
Non-accelerated filer
☒ Accelerated filer
☐ Smaller reporting company
Emerging growth company
☐
☐
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended
transition period for complying with any new or revised financial accounting standards provided pursuant to Section
13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of
the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15
U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Act.)
☐ Yes ☒ No
The aggregate market value of the common equity held by non-affiliates computed by reference to the closing price
of registrant’s common stock on the last business day of registrant’s most recently completed second quarter June
30, 2020 was $2,213.5 million based upon the closing price reported for such date on the Nasdaq Global Select
Market.
As of February 22, 2021, registrant had outstanding a total of 52,287,036 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 2021 Annual Meeting of
Stockholders to be held May 11, 2021, incorporated herein by reference in Part III of this Annual Report on Form
10-K to the extent stated herein.
TABLE OF CONTENTS
Page
Number
Item Number and Caption
PART I
1.
Business.
1A. Risk Factors.
1B. Unresolved Staff Comments.
2.
3.
Properties.
Legal Proceedings.
4. Mine Safety Disclosure.
PART II
5. Market for Registrant’s Common Equity, Related Stockholder Matters and
Issuer Purchases of 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.
9.
Financial Statements and Supplementary Data.
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, and Director Independence.
14.
Principal Accountant Fees and Services.
PART IV
15. Exhibits and Financial Statement Schedules.
1
8
12
13
13
13
14
17
17
27
28
56
56
59
59
59
59
59
59
60
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”,
“should”, “will”, and variations of such words and similar expressions are intended to identify such forward-looking
statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and
assumptions, which are difficult to predict. Therefore, actual outcomes and results may differ materially from what
is expressed or forecasted in such forward-looking statements. Readers are cautioned not to place undue reliance on
these forward-looking statements, which speak only as of the date on which they are made. We undertake no
obligations to update publicly any forward-looking statements, whether as a result of new information, future events
or otherwise. Important factors that could cause results to differ materially from those in the forward-looking
statements include (1) the timing and extent of changes in raw material and component prices, (2) the effects of
fluctuations in the commercial/industrial new construction market, (3) the timing and extent of changes in interest
rates, as well as other competitive factors during the year, (4) general economic, market or business conditions, and
(5) the correction of certain of our previously issued consolidated financial statements, which may affect investor
confidence and raise reputational issues.
PART I
Item 1. Business.
Overview
AAON, Inc., a Nevada corporation, (“AAON Nevada”) was incorporated on August 18, 1987. Our operating
subsidiaries include AAON, Inc., an Oklahoma corporation, and AAON Coil Products, Inc., a Texas
corporation. Unless the context otherwise requires, references in this Annual Report to “AAON”, the “Company”,
“we”, “us”, “our”, or “ours” refer to AAON Nevada and our subsidiaries.
We are engaged in the engineering, manufacturing, marketing, and sale of premium air conditioning and heating
equipment consisting of standard, semi-custom, and custom rooftop units, chillers, packaged outdoor mechanical
rooms, air handling units, makeup air units, energy recovery units, condensing units, geothermal/water-source heat
pumps, and coils.
Business and Marketing Strategy
Our products serve the commercial and industrial new construction and replacement markets within the heating,
ventilation, and air conditioning (“HVAC”) equipment industry. Our business strategy involves mass customization
that uses flexible computer-aided manufacturing systems to produce standard, semi-custom, and custom outputs and
combines the low unit costs of mass production processes with the flexibility of individual customization. Through
a collaborative effort with our independent representative sales offices, we design and manufacture the precise semi-
custom product offering that best serves the customer's needs.
Our marketing strategy focuses upon underserved market niches
including establishing manufacturing
methodologies to support market niche products. We further focus on developing a company culture focused upon
customer satisfaction, reducing product delivery channel time and cost, and continuing with the goal of product and
manufacturing technology leadership. Our product mix, with a heavy investment in research and development, has
an emphasis on energy efficiency, environment, and indoor air quality.
Products
Our rooftop and condensing unit markets primarily consist of units installed on commercial or industrial structures
of generally less than ten stories in height. Our air handling units, self-contained units, geothermal/water-source heat
pumps, chillers, packaged outdoor mechanical rooms, and coils are suitable for all sizes of commercial and
industrial buildings.
1
The size of these markets is determined primarily by the number of commercial and industrial building completions
and replacement demand from existing buildings. The replacement market consists of products installed to replace
existing units/components that are worn or damaged and products to upgrade certain components, such as low
leakage dampers, high efficiency heat exchangers and modern controls components. Currently, over half of the
industry’s market consists of replacement units.
The commercial and industrial new construction market is subject to cyclical fluctuations in that it is generally tied
to housing starts and the general economy, but has a lag factor of six to 18 months. Housing starts, in turn, are
affected by such factors as interest rates, the state of the economy, population growth and the relative age of the
population. When new construction is down, we emphasize the replacement market.
Based on our 2020 sales of $514.6 million, we estimate that we have approximately a 13% share of the greater than
five ton rooftop market and a 2% share of the less than five ton market. During 2020, approximately 50% of our
sales were generated from the renovation and replacement markets and 50% from new construction. The ratio of
sales for new construction vs. replacement to particular customers is related to various factors. Generally, the
cyclicality of the new construction market fluctuates this ratio the most over an economic cycle.
To date, our sales have been primarily to the domestic market. Foreign sales accounted for approximately $11.7
million, $14.8 million, and $14.7 million of our sales in 2020, 2019, and 2018, respectively. As a percentage of
sales, foreign sales accounted for approximately 2%, 3%, and 3% of our net sales in each of those years,
respectively.
We purchase certain components, fabricate sheet metal and tubing and then assemble and test the finished products.
Our primary finished products consist of a single unit system containing heating and cooling in a self-contained
cabinet, referred to in the industry as “unitary products”. Our other finished products are chillers, packaged outdoor
mechanical rooms, coils, air handling units, condensing units, makeup air units, energy recovery units, rooftop units,
geothermal/water-source heat pumps, and controls.
We offer three groups of rooftop units: the RQ Series, consisting of five cooling sizes ranging from two to six tons;
the RN Series, offered in 28 cooling sizes ranging from six to 140 tons; and the RZ Series, which is offered in 15
cooling sizes ranging from 45 to 240 tons.
We also offer the SA, SB and M2 Series as indoor packaged, water-cooled or geothermal/water-source heat pump
self-contained units with cooling capacities of three to 70 tons.
Our small packaged geothermal/water-source heat pump units consist of the WH Series horizontal configuration and
WV Series vertical configuration, from one-half to 30 tons.
We manufacture a LF Series air-cooled chiller, a LN Series air-cooled chiller, and a LZ Series chiller and packaged
outdoor mechanical room, which are available in both air-cooled condensing and evaporative-condensed
configurations, covering a range of four to 540 tons.
We offer two groups of condensing units: the CB Series, two to five tons and the CF Series, two to 70 tons.
Our air handling units consist of the indoor F1, H3, and V3 Series and the modular M2 Series, as well as air
handling unit configurations of the RQ, RN, RZ, and SA Series units.
Our energy recovery option applicable to our RQ, RN, RZ, and SB units, as well as our H3, V3, and M2 Series air
handling units, responds to the U.S. Clean Air Act mandate to increase fresh air in commercial structures. Our
products are designed to compete on the higher quality end of standardized products.
Our air-cooled chillers (LF, LN, and LZ Series) are certified with the Air-Conditioning, Heating, and Refrigeration
Institute (“AHRI”) in accordance with AHRI Standard 550/590. Our RN, RQ, M2, and SB Series, including our
water-source heat pump products (WH, and WV Series), are AHRI certified in accordance with ANSI/AHRI/
ASHRAE/ISO 13256.
Our unitary products (RQ, RN, and CB Series) are certified with the AHRI in accordance with AHRI Standard
AHRI 210/240 up to 5 tons capacity and AHRI Standard AHRI 340/360 up to 63 tons capacity.
2
Performance characteristics of our products range in cooling capacity from one-half to 540 tons and in heating
capacity from 7,200 to 9,000,000 British Thermal Units ("BTUs"). Many of our units far exceed these minimum
standards and are among the highest efficiency units currently available.
A typical commercial building installation requires one 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.
AAON is committed to designing and manufacturing innovative HVAC products of the highest quality, efficiency,
and performance. Our water-source heat pump products recover otherwise wasted energy and employ it to cool,
heat, and provide dehumidification to a building, making it one of the most efficient and environmentally friendly
systems. AAON packaged rooftop units with two stage compressors are optimized with high efficiency evaporator
and condenser coils and variable speed fans, leading to an AHRI Certified performance up to 19.15 SEER and 20.2
IEER. AAON H3/V3 Series energy recovery wheel air handling units provide energy efficient 100% outside air
ventilation by recovering energy that would otherwise be exhausted from a building. LZ Series packaged outdoor
mechanical rooms are engineered to maximize the efficiency of the complete hydronic system - compressors,
condenser, and evaporator. Factory installed 98% efficiency boilers with pumping packages are available for
applications that require hot water. Energy saving waterside economizers are available for chilled water systems that
require cooling at low ambient conditions.
AAON designs and produces controls solutions for all of our HVAC units including rooftop units, air handlers,
chillers, and water-source heat pumps. In addition, we provide controls for variable air volume systems associated
with those units, as well as controls products for other HVAC related equipment. Our controls are easily
configurable to provide a wide variety of HVAC unit application options, and we are able to customize our controls,
where necessary, to meet unique customers’ requirements. Most of our controls are Underwriters Laboratories
category ZPVI2 complaint and BACnet Testing Laboratories certified. In addition our economizer function is
California Title 24 certified. All of these factors allow us to provide AAON controls with factory developed,
approved and tested sequences of operation to optimize the performance of the AAON units.
Other AAON controls options include providing terminal blocks for field-installed controls and factory installed
customer provided controls. With all these controls options available to us, we are able to use controls to help sell
more AAON equipment. We also offer six control options: the Pioneer Silver, Pioneer Gold, Touchscreen
Controller, Orion Controller, and terminal block for field installed controls, and factory installed customer provided
controls.
Air Quality Products
The coronavirus disease 2019 ("COVID-19") pandemic has fueled a great deal of concern over best practices in the
design and operation of building HVAC systems. In order to mitigate the spread of COVID-19, influenza, and other
similar type respiratory diseases, we have done a great deal of research on what affects the transmission of these
diseases and how AAON HVAC systems can be best designed. The American Society of Heating, Refrigeration
and Air-Conditioning Engineers ("ASHRAE"), a professional association with a goal of advancing HVAC systems
designs and construction, put together an Epidemic Task Force in 2020 and determined several recommendations to
mitigate the spread of the virus, including humidity control, air filtration, increased outdoor air ventilation, and air
disinfection.
Humidity control - AAON continues to lead the market in developing energy efficient humidity control with the use
of variable capacity compressors and modulating hot gas reheat. Designing HVAC systems with superior humidity
control allows building management to maintain ASHRAE’s recommended ambient relative humidity levels of
40%-60%, the ideal level to inactivate viruses in the air and on surfaces.
Air Filtration - AAON standardizes a design that uses a backward curved fan wheel, which can accommodate higher
airflow required for the ASHRAE recommended MERV 13 filtration, the minimum filter level for viruses, with very
little reconfiguration. Prior to 2020, a vast majority of commercial buildings use filtration levels of MERV 4 to
MERV 8, which has always been acceptable for filtering out typical particulates in the air stream.
Outdoor Air Ventilation - AAON’s innovative use of energy recovery wheels and energy recovery plates combined
with its superior humidity control design can help building management follow outdoor ventilation air
recommendations while limiting an increase of energy usage and maintaining recommended humidity levels.
3
Air Disinfection - AAON has basic design characteristics that allow for an easy installation of ultraviolet lighting
and bipolar ionization equipment. In addition to this equipment offered as options in new AAON units sold, AAON
has basic design characteristics that allow for easy installation in AAON units already used in the field.
Overall, AAON is well positioned to accommodate the heightened demand for features that can help mitigate virus
transmission and improve air quality. The features that ASHRAE recommends requires premium designs and
configurations that are standard in AAON units. As a result, we are able to incorporate air quality features into our
units, at a minimal price premium and with no delivery delay.
Representatives
As of December 31, 2020, we employ a sales staff of 46 individuals and utilize approximately 63 independent
manufacturer representatives’ organizations (“Representatives”) having 125 offices to market our products in the
United States and Canada. We also have one international sales organization, which utilizes 28 distributors in other
countries. Sales are made directly to the contractor or end user, with shipments being made from our Tulsa,
Oklahoma, Longview, Texas, or our Parkville, Missouri, facilities to the job site.
Our products and sales strategy focuses on niche markets. The targeted markets for our equipment are customers
seeking products of better quality than those offered, and/or options not offered, by standardized manufacturers.
To support and service our customers and the ultimate consumer, we provide parts availability through our
Representatives' sales offices, as well as our two Tulsa, Oklahoma AAON operated retail parts stores, to serve the
local markets. We also have factory service organizations at each of our plants. Additionally, a number of the
Representatives we utilize have their own service organizations, which, in connection with us, provide the necessary
warranty work and/or normal service to customers.
Warranties
Our product warranty policy is the earlier of one year from the date of first use or 18 months from date of shipment
for parts only, including controls; an additional four years for compressors (if applicable); 15 years on aluminized
steel gas-fired heat exchangers (if applicable); 25 years on stainless steel heat exchangers (if applicable); and ten
years on gas-fired heat exchangers in our historical RL products (if applicable). Our warranty policy for the RQ
series covers parts for two years from date of unit shipment. Our warranty policy for the WH and WV Series
geothermal/water-source heat pumps covers parts for five years from the date of installation.
The Company also sells extended warranties on parts for various lengths of time ranging from six months to ten
years. Revenue for these separately priced warranties is deferred and recognized on a straight-line basis over the
separately priced warranty period.
Major Customers
One customer, Texas AirSystems, accounted for 10% or more of our sales during 2020, 2019, and 2018. No other
customer accounted for more than 10% of our sales during 2020, 2019, and 2018.
Backlog
Our backlog as of February 1, 2021 was approximately $103.8 million, compared to approximately $129.2 million
as of February 1, 2020. The current backlog consists of orders considered by management to be firm and our goal is
to fill orders within approximately 60 to 90 days after an order is deemed to become firm; however, the orders are
subject to cancellation by the customers in which case, cancellation charges apply up to the full price of the
equipment.
Competition
In the standardized market, we compete primarily with Lennox (Lennox International, Inc.), Trane (Trane
Technologies plc), York International (Johnson Controls International plc), Carrier (Carrier Global Corporation),
and Daikin (Daikin Industries). All of these competitors are substantially larger and have greater resources than we
do. Our products compete on the basis of total value, quality, function, serviceability, efficiency, availability of
4
product, reliability, product line recognition, and acceptability of sales outlets. However, in new construction where
the contractor is the purchasing decision maker, we are often at a competitive disadvantage because of the emphasis
placed on initial cost. In the replacement market and other owner-controlled purchases, we have a better chance of
getting business since quality and long-term cost are generally taken into account.
Resources
Sources and Availability of Raw Materials
The most important materials we purchase are steel, copper, and aluminum. We also purchase from other
manufacturers certain components, including compressors, electric motors, and electrical controls used in our
products. We attempt to obtain the lowest possible cost in our purchases of raw materials and components,
consistent with meeting specified quality standards. We are not dependent upon any one source for raw materials or
the major components of our manufactured products. By having multiple suppliers, we believe that we will have
adequate sources of supplies to meet our manufacturing requirements for the foreseeable future.
We attempt to limit the impact of price fluctuations on these materials by entering into cancellable and non-
cancellable fixed price contracts with our major suppliers for periods of six to 18 months. We expect to receive
delivery of raw materials from our fixed price contracts for use in our manufacturing operations.
We have not been significantly impacted by the Dodd-Frank Wall Street Reform and Consumer Protection Act (the
“Dodd-Frank Act”) that contains provisions to improve transparency and accountability concerning the supply of
certain minerals, known as “conflict minerals”, originating from the Democratic Republic of Congo and adjoining
countries.
Working Capital Practices
Working capital practices in the industry center on inventories and accounts receivable. Our management regularly
reviews our working capital with a view of maintaining the lowest level consistent with requirements of anticipated
levels of operation. Our greatest needs arise during the months of July - November, the peak season for inventory
(primarily purchased material) and accounts receivable. Our working capital requirements are generally met by cash
flow from operations and a bank revolving credit facility, which currently permits borrowings up to $30 million and
had no balance outstanding at December 31, 2020. We believe that we will have sufficient funds available to meet
our working capital needs for the foreseeable future.
Research and Development
Our products are engineered for performance, flexibility, and serviceability. This has become a critical factor in
competing in the HVAC equipment industry. We must continually develop new and improved products in order to
compete effectively and to meet evolving regulatory standards in all of our major product lines.
AAON is fortunate enough to be able to self-sponsor our Research and Development (“R&D”) activities, rather than
needing to be customer-sponsored. R&D activities have involved the RQ, RN, and RZ (rooftop units), F1, H3, SA,
V3, and M2 (air handling units), LF, LN, and LZ (chillers), CB and CF (condensing units), SA and SB (self-
contained units), and WH and WV (water-source heat pumps), as well as component evaluation and refinement,
development of control systems and new product development. R&D expenses incurred were approximately $17.4
million, $14.8 million, and $13.5 million in 2020, 2019, and 2018, respectively.
Our Norman Asbjornson Innovation Center ("NAIC") research and development laboratory facility that opened in
2019, includes many unique capabilities, which to our knowledge exist nowhere else in the world. A few features of
the NAIC include supply, return, and outside sound testing at actual load conditions, testing of up to a 300 ton air
conditioning system, up to a 540 ton chiller system, and 80 million BTU/hr of gas heating test capacity.
Environmental application testing capabilities include -20 to 140°F testing conditions, up to 8 inches per hour rain
testing, up to 2 inches per hour snow testing, and up to 50 mph wind testing. We believe we have the largest sound-
testing chamber in the world for testing heating and air conditioning equipment and are not aware of any similar labs
that can conduct this testing while putting the equipment under full environmental load. The unique capabilities of
the NAIC will enable AAON to lead the industry in the development of quiet, energy efficient commercial and
industrial heating and air conditioning equipment.
5
The NAIC currently houses ten testing chambers, with two new additional chambers scheduled to come online in
early 2021. These testing chambers allow AAON to meet and maintain AHRI and U.S. Department of Energy
("DOE") certification and solidify the Company’s industry position as a technological leader in the manufacturing of
HVAC equipment. Current voluntary industry certification programs and government regulations only go up to 63
tons of air conditioning as that is the largest environmental chamber currently available for testing outside of our
facility. The NAIC contains both a 100 ton and a 540 ton chamber, allowing us to uniquely prove to customers our
capacity and efficiency on these larger units.
The NAIC was designed to test units well beyond the standard AHRI rating points and allows us to offer testing
services on AAON equipment throughout our range of product application. This capability is vital for critical
facilities where the units must perform properly and allows our customers to verify the performance of our units in
advance, rather than after installation. These same capabilities will enable AAON to develop a new extended range
of operation equipment and prove its capabilities.
Patents, Trademarks, Licenses, and Concessions
We do not consider any patents, trademarks, licenses, or concessions to be material to our business operations, other
than patents issued regarding our energy recovery wheel option, blower, gas-fired heat exchanger, evaporative-
cooled condenser de-superheater, and low leakage damper which have terms of 20 years with expiration dates
ranging from 2020 to 2033.
Seasonality
Sales of our products are moderately seasonal with the peak period being May-October of each year due to timing of
construction projects being directly related to warmer weather.
Environmental & Regulatory Matters
Laws concerning the environment that affect or could affect our operations include, among others, the Clean Water
Act, the Clean Air Act, the Resource Conservation and Recovery Act, the Occupational Safety and Health Act, the
National Environmental Policy Act, the Toxic Substances Control Act, regulations promulgated under these Acts
and any other federal, state or local laws or regulations governing environmental matters. We believe that we are in
compliance with these laws and that future compliance will not materially affect our earnings or competitive
position.
Since our founding in 1988, AAON has maintained a commitment to design, develop, manufacture and deliver
heating and cooling products to perform beyond all expectations and to demonstrate AAON’s quality and value to
our customers. AAON equipment is designed with energy efficiency in mind, without sacrificing premium features
and options. In addition to our high standard of product performance, is a commitment to sustainability for our
employees, our stockholders, and our customers. At AAON, we strive to conduct our business in a socially
responsible and ethical manner with a focus on environmental stewardship, team member safety and community
engagement. We comply with industry regulations and requirements while pursuing responsible economic growth
and profitability.
AAON participates in a sustainability benchmarking initiative (Sustainable Tulsa Scor3card) through which we set
goals, monitor and report in the areas of energy, material management, water, community stewardship,
transportation, communication and health. AAON achieved Platinum level in this program in 2020 and was
recognized with the Henry Bellmon Sustainability Award. We have an active internal sustainability committee that
provides education opportunities, communications and recommendations to the company on a regular basis.
Two leading focus areas for AAON are energy efficiency and material management. In the area of energy efficiency
and conservation, AAON has transitioned to over 90% LED lighting leading to considerable cost savings and
reduced energy consumption. The company participates in an energy demand response program and saved over
$32,000 by reducing energy loads during peak periods in 2020. Twenty-seven percent of AAON’s energy portfolio
is currently derived from renewable sources, and the company’s carbon footprint has been calculated as part of the
Scor3card sustainability benchmarking initiative. Energy efficiency has been a priority in ongoing capital
investments which include the acquisition of new, energy efficient equipment for the production floor, new high-
6
speed overhead facility doors, the installation of new HVAC equipment, building control systems, the application of
heat and light reflective material to production facilities along with other behavioral –based energy efficiency
changes. We are tracking our energy usage intensity before and after these updates.
In the area of material management, there is a focus on recycling, reducing, reusing and sourcing more
environmentally-friendly materials into our processes. AAON recycled over 11,741 tons of metal in 2020. Our
facilities also recycle paper, wood and cardboard where available. Through our partnership with a waste to energy
facility, we successfully diverted over 556 tons of waste from landfills. We continue to innovate ways to reduce and
reuse shipping packaging between facilities and identify new opportunities to reduce or reuse items in our
production and administrative areas.
Human Capital Resources
As of February 23, 2021, we employed 2,268 direct employees and contract personnel, a 2.8% decrease when
compared to the same period 2020 and a 2.1% increase when compared to 2019. Our employees are not represented
by unions or other collective bargaining agreements. Management considers its relations with our employees to be
good.
We believe our employees are key to achieving our business objectives. In the early stages of the COVID-19
pandemic, we put COVID-19 prevention protocols in place to minimize the spread of COVID-19 in our workplaces.
These protocols, which remain in place, meet or exceed the Centers for Disease Control guidelines and where
applicable, state and local mandates.
Our key human capital measures include employee safety, turnover, absenteeism, and production. We frequently
benchmark our compensation practices and benefits programs against those of comparable industries and in the
geographic areas where our facilities are located. We believe that our compensation and employee benefits are
competitive and allow us to attract and retain skilled and unskilled labor throughout our organization. Some of our
notable health, welfare, and retirement benefits include:
•
•
•
•
•
Employee medical plan (with 175% employer health saving plan match)
401(k) Plan (with 175% employer match)
Profit sharing bonus plan
Tuition assistance program
Paid time off
Available Information
Our Internet website address is http://www.aaon.com. Our annual reports on Form 10-K, quarterly reports on Form
10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended, will be available free of charge through our Internet
website as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC.
The information on our website is not a part of, or incorporated by reference into, this annual report on Form 10-K.
Copies of any materials we file with the SEC can also be obtained free of charge through the SEC’s website at http://
www.sec.gov, at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549, or by calling the
SEC at 1-800-732-0330.
7
Item 1A. Risk Factors.
The following risks and uncertainties may affect our performance and results of operations. The discussion below
contains “forward-looking statements” as outlined in the Forward-Looking Statements section above. Our ability to
mitigate risks may cause our future results to materially differ from what we currently anticipate. Additionally, the
ability of our competitors to react to material risks will affect our future results.
Risks Related to the Covid-19 Pandemic
Our business, results of operations, financial condition, cash flows, and stock price can be adversely affected
by pandemics, epidemics, or other public health emergencies, such as COVID-19.
Our business, results of operations, financial condition, cash flows, and stock price can be adversely affected by
pandemics, epidemics, or other public health emergencies, such as COVID-19. In March 2020, the World Health
Organization characterized COVID-19 as a pandemic, and the President of the United States declared the
COVID-19 outbreak a national emergency. The outbreak has resulted in governments around the world
implementing increasingly stringent measures to help control the spread of the virus, including quarantines, “shelter
in place” and “stay at home” orders, travel restrictions, business curtailments, school closures, and other measures.
In addition, governments and central banks in several parts of the world have enacted fiscal and monetary stimulus
measures to counteract the impacts of COVID-19.
We are considered a critical infrastructure industry, as defined by the U.S. Department of Homeland Security.
Although we have continued to operate our facilities to date consistent with federal guidelines and state and local
orders, the outbreak of COVID-19 and any preventive or protective actions taken by governmental authorities may
have a material adverse effect on our operations, supply chain, customers, and transportation networks, including
business shutdowns or disruptions. The extent to which COVID-19 may adversely impact our business depends on
future developments, which are highly uncertain and unpredictable, depending upon the severity and duration of the
outbreak and the effectiveness of actions taken globally to contain or mitigate its effects. Any resulting financial
impact cannot be estimated reasonably at this time, but may materially adversely affect our business, results of
operations, financial condition, and cash flows. Even after the COVID-19 pandemic has subsided, we may
experience materially adverse impacts to our business due to any resulting economic recession or depression.
Additionally, concerns over the economic impact of COVID-19 have caused extreme volatility in financial and other
capital markets which may adversely impact our stock price and our ability to access capital markets. To the extent
the COVID-19 pandemic adversely affects our business and financial results, it may also have the effect of
heightening many of the other risks described in this Annual Report, such as those relating to our products and
financial performance.
Risks Related to Our Business
Our business can be hurt by economic conditions.
Our business is affected by a number of economic factors, including the level of economic activity in the markets in
which we operate. Sales in the commercial and industrial new construction markets correlate to the number of new
homes and buildings that are built, which in turn is influenced by cyclical factors such as interest rates, inflation,
consumer spending habits, employment rates, and other macroeconomic factors over which we have no control. In
the HVAC business, a decline in economic activity as a result of these cyclical or other factors typically results in a
decline in new construction and replacement purchases which could impact our sales volume and profitability.
Our results of operations and financial condition could be negatively impacted by the loss of a major
customer.
From time to time in the past we derived a significant portion of our sales from a limited number of customers, and
such concentration may continue in the future. In 2020, 2019, and 2018, one customer, Texas AirSystems,
accounted for more than 10% of our sales. The loss of, or significant reduction in sales to, a major customer could
have a material adverse effect on our results of operations, financial condition and cash flow. Further, the addition
of new major customers in the future could increase our customer concentration risks as described above.
8
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 depend on our senior leadership team and the loss of our chief executive officer or one or more key
employees or an inability to attract and retain highly skilled employees could adversely affect our business.
Our success depends largely upon the continued services of our officers and senior leadership team. In particular,
our chief executive officer, Gary D. Fields, is critical to our vision, strategic direction, culture, and overall business
success. Furthermore, Mr. Fields' extensive industry knowledge and sales-channel experience would be difficult to
replace. We also rely on our senior leadership team in the areas of research and development, marketing,
production, sales, and general and administrative functions. From time to time, there may be changes in our senior
leadership team resulting from the hiring or departure of senior leadership team members, which could disrupt our
business. While we have have a robust succession plan in place for each one of our officers and senior leadership
team members, the loss of one or more could have a serious adverse effect on our business.
We do not maintain key-man insurance for Gary D. Fields or any other member of our senior leadership team. We
do not have employment agreements with our officers or senior leadership team members that require them to
continue to work for us for any specified period and, therefore, they could terminate their employment with us at any
time.
Operations may be affected by natural disasters, especially since most of our operations are performed at a
single location.
Natural disasters such as tornadoes and ice storms, as well as accidents, acts of terror, infection, and other factors
beyond our control could adversely affect our operations. Especially, as our facilities are in areas where tornadoes
are likely to occur, and the majority of our operations are at our Tulsa facilities, the effects of natural disasters and
other events could damage our facilities and equipment and force a temporary halt to manufacturing and other
operations, and such events could consequently cause severe damage to our business. We maintain insurance against
these sorts of events ($100 million of total coverage with a per occurrence deductible of $7.5 million); however, this
is not guaranteed to cover all the losses and damages incurred. Furthermore, we may experience increases in our
insurance premium costs in relation to these matters that may have a material adverse effect upon our business,
liquidity, financial condition, or results of operations.
If we are unable to hire, develop or retain employees, it could have an adverse effect on our business.
We compete to hire new employees and then seek to train them to develop their skills. We may not be able to
successfully recruit, develop, and retain the personnel we need. Unplanned turnover or failure to hire and retain a
diverse, skilled workforce, could increase our operating costs and adversely affect our results of operations.
Variability in self-insurance liability estimates could impact our results of operations.
We self-insure for employee health insurance and workers’ compensation insurance coverage up to a predetermined
level, beyond which we maintain stop-loss insurance from a third-party insurer for claims over $225,000 and
$750,000 for employee health insurance claims and workers’ compensation insurance claims, respectively. Our
aggregate exposure varies from year to year based upon the number of participants in our insurance plans. We
estimate our self-insurance liabilities using an analysis provided by our claims administrator and our historical
claims experience. Our accruals for insurance reserves reflect these estimates and other management judgments,
which are subject to a high degree of variability. If the number or severity of claims for which we self-insure
increases, it could cause a material and adverse change to our reserves for self-insurance liabilities, as well as to our
earnings.
9
Risks Related to Our Brand and Product Offerings
We may not be able to compete favorably in the highly competitive HVAC business.
Competition in our various markets could cause us to reduce our prices or lose market share, which could have an
adverse 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.
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 achieve new technological advances in the HVAC industry. Our inability to continue to
successfully develop and market new products or our inability to implement technological advances on a pace
consistent with that of our competitors could lead to a material adverse effect on our business and results of
operations. Furthermore, our continued investment in new product development may render certain legacy products
and components obsolete resulting in increased inventory obsolescence expense that may have a material adverse
effect upon our financial condition or results of operations.
Risks Related to Material Sourcing and Supply
We may be adversely affected by problems in the availability, or increases in the prices, of raw materials and
components.
Problems in the availability, or increases in the prices, of raw materials or components could depress our sales or
increase the costs of our products. We are dependent upon components purchased from third parties, as well as raw
materials such as steel, copper and aluminum. Occasionally, we enter into cancellable and non-cancellable contracts
on terms from six to 18 months for raw materials and components at fixed prices. However, if a key supplier is
unable or unwilling to meet our supply requirements, we could experience supply interruptions or cost increases,
either of which could have an adverse effect on our gross profit.
We risk having losses resulting from the use of non-cancellable fixed price contracts.
Historically, we have attempted to limit the impact of price fluctuations on commodities by entering into non-
cancellable fixed price contracts with our major suppliers for periods of six to 18 months. We expect to receive
delivery of raw materials from our fixed price contracts for use in our manufacturing operations. These fixed price
contracts are not accounted for using hedge accounting since they meet the normal purchases and sales exemption.
10
Risks Related to Electronic Data Processing and Digital Information
Our business is subject to the risks of interruptions by cybersecurity attacks.
We depend upon information technology infrastructure, including network, hardware and software systems to
conduct our business. Despite our implementation of network and other cybersecurity measures, our information
technology system and networks could be disrupted due to technological problems, a cyber-attack, acts of terrorism,
severe weather, a solar event, an electromagnetic event, a natural disaster, the age and condition of information
technology assets, human error, or other reasons. To date, we have not experienced a material impact to our business
or operations resulting from cyber-security or other similar information attacks, but due to the ever-evolving attack
methods, as well as the increased amount and level of sophistication of these attacks, our security measures may not
be adequate to protect against highly targeted sophisticated cyber-attacks, or other improper disclosures of
confidential and/or sensitive information. Additionally, we may have access to confidential or other sensitive
information of our customers, which, despite our efforts to protect, may be vulnerable to security breaches, theft, or
other improper disclosure. Any cyber-related attack or other improper disclosure of confidential information could
have a material adverse effect on our business, as well as other negative consequences, including significant damage
to our reputation, litigation, regulatory actions, and increased cost. The Company maintains cyber-security
insurance, however, the coverage may not be sufficient to cover all financial losses.
Risks Related to Governmental Regulation and Policies
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.
We are subject to potentially extreme governmental regulations and policies.
We always face the possibility of new governmental regulations, policies and trade agreements which could have a
substantial or even extreme negative effect on our operations and profitability. Several intrusive component part
governmental regulations are in process. If these proposals become final rules, the effect would be the regulation of
compressors and fans in products for which the Department of Energy does not have current authority. This could
affect equipment we currently manufacture and could have an impact on our product design, operations, and
profitability.
The Dodd-Frank Wall Street Reform and Consumer Protection Act contains provisions to improve transparency and
accountability concerning the supply of certain minerals, known as “conflict minerals”, originating from the
Democratic Republic of Congo and adjoining countries. As a result, in August 2012, the SEC adopted annual
disclosure and reporting requirements for those companies who use conflict minerals in their products. Accordingly,
we began our reasonable country of origin inquiries in fiscal year 2013, with initial disclosure requirements
beginning in May 2014. There are costs associated with complying with these disclosure requirements, including for
due diligence to determine the sources of conflict minerals used in our products and other potential changes to
products, processes or sources of supply as a consequence of such verification activities. The implementation of
these rules could adversely affect the sourcing, supply, and pricing of materials used in our products. As there may
be only a limited number of suppliers offering “conflict free” conflict minerals, we cannot be sure that we will be
able to obtain necessary conflict minerals from such suppliers in sufficient quantities or at competitive prices. Also,
we may face reputational challenges if we determine that certain of our products contain minerals not determined to
be conflict free or if we are unable to sufficiently verify the origins for all conflict minerals used in our products
through the procedures we may implement.
Our operations could be negatively impacted by new legislation as well as changes in regulations and trade
agreements, including tariffs and taxes. Unfavorable conditions resulting from such changes could have a material
adverse effect on our business, financial condition and results of operations.
11
We are subject to adverse changes in tax laws.
Our tax expense or benefits could be adversely affected by changes in tax provisions, unfavorable findings in tax
examinations, or differing interpretations by tax authorities. We are unable to estimate the impact that current and
future tax proposals and tax laws could have on our results of operations. We are currently subject to state and local
tax examinations for which we do not expect any major assessments.
We are subject to international regulations that could adversely affect our business and results of operations.
Due to our use of representatives in foreign markets, we are subject to many laws governing international relations,
including those that prohibit improper payments to government officials and commercial customers, and restrict
where we can do business, what information or products we can supply to certain countries and what information we
can provide to a non-U.S. government, including but not limited to the Foreign Corrupt Practices Act, U.K. Bribery
Act and the U.S. Export Administration Act. Violations of these laws, which are complex, may result in criminal
penalties or sanctions that could have a material adverse effect on our business, financial condition and results of
operations.
Risks Inherent to an Investment in AAON, Inc.
In the fourth quarter of 2019, we identified a material weakness in our internal control over financial
reporting. Our failure to establish and maintain effective internal control over financial reporting could
result in material misstatements in our financial statements and cause investors to lose confidence in our
reported financial information, which in turn could cause the trading price of our outstanding stock to
decline.
During the year ended December 31, 2019, we identified a material weakness in our internal control over financial
reporting related to the appropriate policies and procedures in place to properly recognize share-based compensation
for retirement eligible participants in our Long-Term Incentive Plans. For further information regarding this matter,
please refer to Item 9A. Controls and Procedures in the 2019 Annual Report on Form 10-K for further information
and Item 4b. Controls and Procedures in the March 31, 2020 Quarterly Report on Form 10-Q for remediation efforts
in 2020. We concluded that this material weakness was remediated as of March 31, 2020.
Management’s ongoing assessment of internal control over financial reporting may in the future identify additional
weaknesses and conditions that need to be addressed. Any failure to improve our internal control over financial
reporting to address identified weaknesses in the future, if they were to occur, could prevent us from maintaining
accurate accounting records and discovering material accounting errors, which in turn, could adversely affect our
business and the value of our outstanding stock.
We corrected certain of our previously issued consolidated financial statements, which may affect investor
confidence and raise reputational issues.
As discussed in the Explanatory Note preceding Item 1, Business, in Note 2, Error Correction, and in Note 25,
Quarterly Results (Unaudited), in the 2019 Annual Report on Form 10-K, we reached a determination to correct our
consolidated financial statements at December 31, 2018 and for the years ended December 31, 2018 and December
31, 2017, selected financial data at and for the year ended December 31, 2016 and 2015, and each of the unaudited
quarterly periods September 30, 2019, June 30, 2019, March 31, 2019, December 31, 2018, September 31, 2018,
June 30, 2018 and March 31, 2018. These corrections were presented in the 2019 Annual Report on Form 10-K. As
a result, we have become subject to a number of additional risks and uncertainties, which may affect investor
confidence in the accuracy of our financial disclosures and may raise reputational issues for our business.
Item 1B. Unresolved Staff Comments.
None.
12
Item 2. Properties.
As of December 31, 2020, we own all of our Tulsa, Oklahoma, and Longview, Texas, facilities, consisting of
approximately two million square feet of space for office, manufacturing, research and development, warehouse,
assembly operations, and parts sales. We believe that our facilities are well maintained and are in good condition and
suitable for the conduct of our business.
Our plant and office facilities in Tulsa, Oklahoma, consist of a 342,000 sq. ft. building (327,000 sq. ft. of
manufacturing/warehouse space and 15,000 sq. ft. of office space) located on a 12-acre tract of land at 2425 South
Yukon Avenue, and a 940,000 sq. ft. manufacturing/warehouse building and a 70,000 sq. ft. office building located
on an approximately 79-acre tract of land across the street from the original facility (2440 South Yukon Avenue)
(collectively, the “Tulsa facilities”).
Our plant and office facilities in Longview, Texas, consist of a 263,000 sq. ft. building (256,000 sq. ft. of
manufacturing/warehouse space and 7,000 sq. ft. of office space) located on a 13-acre tract of land at 203-207 Gum
Springs Road. In August 2019, construction began, adjacent to our current Longview, Texas facilities, on a 224,000
sq. ft. building expansion (210,000 sq. ft. of manufacturing/warehouse space and 12,000 sq. ft. of office space)
located on an approximately 22-acre tract of land. The new building was completed and became operational in early
2021 and will be used for both equipment manufacturing operations and coil warehouse storage.
Our manufacturing areas are heavy industrial type buildings, with some coverage by overhead cranes, containing
manufacturing equipment designed for sheet metal fabrication and metal stamping. The manufacturing equipment
contained in the facilities consists primarily of automated sheet metal fabrication equipment, supplemented by
presses. Assembly lines consist of cart-type and roller-type conveyor lines with variable line speed adjustment,
which are motor driven. Subassembly areas and production line manning are based upon line speed.
Our operations in Parkville, Missouri, are conducted in a leased plant/office at 8500 NW River Park Drive,
containing 51,000 sq. ft. We believe that the leased facility is well maintained and in good condition and suitable for
the conduct of our business.
In addition to a retail parts store location at our Tulsa facilities, we also own a 13,500 sq. ft. stand alone building
(7,500 sq. ft. warehouse and 6,000 sq. ft. office) which is utilized as an additional retail parts store to provide our
customers more accessibly to our products. The building is on approximately one acre and is located at 9528 E 51st
St in Tulsa, Oklahoma.
In 2019, we opened our new engineering research and development laboratory at the Tulsa facilities, since named
the Norman Asbjornson Innovation Center. The three-story 134,000 square foot stand alone facility is both an
acoustical and a performance measuring laboratory. This facility currently consists of ten test chambers, two more
test chambers to be completed in first quarter 2021, allowing AAON to meet and maintain industry certifications.
This facility is located West of the 940,000 sq. ft. manufacturing/warehouse building at 2425 South Yukon Avenue.
Item 3. Legal Proceedings.
We are not a party to any pending legal proceeding which management believes is likely to result in a material
liability and no such action has been threatened against us, or, to the best of our knowledge, is contemplated.
Item 4. Mine Safety Disclosure.
Not applicable.
PART II
13
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities.
Our common stock is quoted on the NASDAQ Global Select Market under the symbol “AAON”. The table below
summarizes the intraday high and low reported sale prices for our common stock for the past two fiscal years. As of
the close of business on February 22, 2021, there were 964 holders of record of our common stock.
Quarter Ended
March 31, 2019
June 30, 2019
September 30, 2019
December 31, 2019
March 31, 2020
June 30, 2020
September 30, 2020
December 31, 2020
High
$46.69
$52.50
$53.27
$51.07
$60.00
$59.35
$61.24
$69.41
Low
$33.52
$44.36
$43.34
$42.57
$40.48
$43.84
$52.56
$56.27
Dividends - At the discretion of the Board of Directors, we pay semi-annual cash dividends. Board approval is
required to determine the date of declaration and amount for each semi-annual dividend payment.
Our recent dividends are as follows:
Declaration Date
May 18, 2018
Record Date
June 8, 2018
Payment Date
July 6, 2018
November 8, 2018
November 29, 2018
December 20, 2018
May 20, 2019
June 3, 2019
July 1, 2019
November 6, 2019
November 27, 2019
December 18, 2019
May 15, 2020
June 3, 2020
July 1, 2020
November 10, 2020
November 27, 2020
December 18, 2020
Dividend per Share
$0.16
$0.16
$0.16
$0.16
$0.19
$0.19
14
The following is a summary of our share-based compensation plans as of December 31, 2020:
EQUITY COMPENSATION PLAN INFORMATION
(a)
Number of securities to
be issued upon exercise
of outstanding options,
warrants and rights
(b)
Weighted-average
exercise price of
outstanding options,
warrants and rights
(c)
Number of securities
remaining available for
future issuance under
equity compensation plans
(excluding securities
reflected in column (a))
214,780
525,281
$
$
18.80
37.18
—
4,228,769
Plan category
The 2007 Long-Term
Incentive Plan
The 2016 Long-Term
Incentive Plan
Repurchases during the fourth quarter of 2020, which include repurchases from our open market, 401(k) and
employee repurchase programs, were as follows:
ISSUER PURCHASES OF EQUITY SECURITIES
(a)
Total
Number
of Shares
(or Units
Period
Purchased)
October 2020
November 2020
December 2020
48,353 $
50,651
37,423
Total
136,427 $
(b)
Average
Price
Paid
(Per Share
or Unit)
(c)
Total Number
of Shares (or
Units) Purchased
as part of
Publicly Announced
(d)
Maximum Number (or
Approximate Dollar
Value) of Shares (or
Units) that may yet be
Purchased under the
Plans or Programs
Plans or Programs
62.73
64.42
64.48
63.84
48,353
50,651
37,423
136,427
—
—
—
—
15
Comparative Stock Performance Graph
The following performance graph compares our cumulative total shareholder return, the NASDAQ Composite and a
peer group of publically traded U.S. industrial manufacturing companies in the air conditioning, ventilation, and
heating exchange equipment markets from December 31, 2015 through December 31, 2020. Our peer group includes
Lennox International, Inc., Trane Technologies plc (formerly Ingersoll-Rand plc), Johnson Controls International
plc, and Carrier Global Corporation (formerly United Technologies Corporation). The graph assumes that $100 was
invested at the close of trading December 31, 2015, with reinvestment of dividends. This table is not intended to
forecast future performance of our Common Stock.
Comparison of Five Year Cumulative Total Return
Assumes Initial Investment of $100
December 31, 2020
300
250
200
150
100
2015
2016
2017
2018
2019
2020
AAON Inc.
NASDAQ
Peer Group (Notes 1 & 2 see below)
1On March 2, 2020, Trane Technologies PLC (formerly known as Ingersoll-Rand plc) spun off its industrial assets,
which made up over 50% of the company’s sales. Thus, historical stock performance prior to the divestiture is not
fully representative of the current company’s assets.
2On April 3, 2020, Carrier Global Corporation was spun off from its parent company, United Technologies
Corporation. We have included Carrier's cumulative total shareholder return from April 3, 2020 through
December 31, 2020 assuming $100 was invested at the close of trading on April 3, 2020.
This stock performance graph is not deemed to be “soliciting material” or otherwise be considered to be “filed” with
the SEC or subject to Regulation 14A or 14C under the Securities Exchange Act of 1934 (Exchange Act) or to the
liabilities of Section 18 of the Exchange Act, and should not be deemed to be incorporated by reference into any
filing under the Securities Act of 1933 or the Exchange Act, except to the extent the Company specifically
incorporates it by reference into such a filing.
16
Net sales
Net income
Earnings per share:
Basic
Diluted
Item 6. Selected Financial Data.
The following selected financial data should be read in conjunction with our Financial Statements and
Supplementary Data thereto included under Item 8 of this report and Management’s Discussion and Analysis of
Financial Condition and Results of Operations contained in Item 7.
Results of Operations:
2020
2019
2018
2017
2016
Years Ended December 31,
(in thousands, except per share data)
$ 514,551 $ 469,333 $ 433,947 $ 405,232 $ 383,977
$
79,009 $
53,711 $
42,329 $
53,830 $
53,020
Cash dividends declared per common share: $
$
$
1.51 $
1.49 $
0.38 $
1.03 $
1.02 $
0.32 $
0.81 $
0.80 $
0.32 $
1.02 $
1.01 $
0.26 $
1.00
0.99
0.24
Financial Position at End of Fiscal Year:
2020
2019
December 31,
2018
(in thousands)
2017
2016
Working capital
Total assets
Revolving credit facility
New market tax credit obligation
Total stockholders’ equity
$ 161,218 $ 131,521 $
93,167 $ 104,002 $ 102,287
449,008
371,424
307,994
296,590
256,335
—
6,363
—
6,320
—
—
—
—
—
—
350,865
290,140
249,443
238,925
208,410
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Overview
The following discussion should be read in conjunction with the other sections of this Annual Report on Form 10-K,
including the consolidated financial statements and related notes contained in Item 8, Financial Statements and
Supplementary Data.
Description of the Company
We engineer, manufacture, market, and sell air conditioning and heating equipment consisting of standard, semi-
custom, and custom rooftop units, chillers, packaged outdoor mechanical rooms, air handling units, makeup air
units, energy recovery units, condensing units, geothermal/water-source heat pump, coils, and controls. These
products are marketed and sold to retail, manufacturing, educational, lodging, supermarket, medical, and other
commercial industries. We market our products to all 50 states in the United States and certain provinces in
Canada.
Our business can be affected by a number of economic factors, including the level of economic activity in the
markets in which we operate. The recent uncertainty of the economy has negatively impacted the commercial and
industrial new construction markets. A further decline in economic activity could result in a decrease in our sales
volume and profitability. Sales in the commercial and industrial new construction markets correlate closely to the
number of new homes and buildings that are built, which in turn is influenced by cyclical factors such as interest
rates, inflation, consumer spending habits, employment rates, and other macroeconomic factors over which we have
no control.
17
We sell our products to property owners and contractors through a network of independent manufacturers’
representatives and our internal sales force. The demand for our products is influenced by national and regional
economic and demographic factors. The commercial and industrial new construction market is subject to cyclical
fluctuations in that it is generally tied to housing starts, but has a lag factor of six to 18 months. Housing starts, in
turn, are affected by such factors as interest rates, the state of the economy, population growth, and the relative age
of the population. When new construction is down, we emphasize the replacement market. The new construction
market in 2020 continued to be unpredictable and uneven. Thus, throughout the year, we emphasized promotion of
the benefits of AAON equipment to property owners in the replacement market.
The principal components of cost of sales are labor, raw materials, component costs, factory overhead, freight out,
and engineering expense. The principal high volume raw materials used in our manufacturing processes are steel,
copper, and aluminum. We also purchase from other manufacturers certain components, including compressors,
motors, and electrical controls.
The price levels of our raw materials fluctuate given that the market continues to be volatile and unpredictable as a
result of the uncertainty related to the U.S. economy and global economy. For the year ended December 31, 2020,
the prices for copper, galvanized steel, stainless steel and aluminum increased approximately 0.6%, 12.2%, 8.5%,
and 12.8%, respectively, from 2019. For the year ended December 31, 2019, the prices for copper, galvanized steel
and stainless steel decreased approximately 3.2%, 5.8%, 2.3%, and 1.6%, respectively, from 2018.
We attempt to limit the impact of price fluctuations on these materials by entering into cancellable and non-
cancellable fixed price contracts with our major suppliers for periods of six to 18 months. We expect to receive
delivery of raw materials from our fixed price contracts for use in our manufacturing operations.
The following are highlights of our results of operations, cash flows, and financial condition:
In 2020, we fully realized the price increases put in place during 2019.
•
• We continued to become more efficient. Our gross profit percentage improved from 25.4% during the
year ended in 2019 to 30.3% in 2020 despite employee absenteeism, mostly in June, related to
COVID-19.
Our warranty expense has continued to improve from 2018 through 2020.
•
• We honored our founder and Executive Chairman, Norman Asbjornson, with a donation to Winifred
Public Schools of $1.25 million.
• With a record year, were able to reward our employees with increased profit sharing and bonuses.
• We spent $67.8 million in capital expenditures in 2020, over half of which was for our new building in
Longview, Texas.
• We recognized a gain of $6.4 million from the receipt of insurance proceeds related to our roof on our
Tulsa facility that sustained hail damage in the spring.
Total cash, cash equivalents and restricted cash was $82.3 million at December 31, 2020.
•
Results of Operations
Units sold for years ended December 31:
Rooftop Units
Condensing Units
Air Handlers
Outdoor Mechanical Rooms
Water-Source Heat Pumps
Total Units
2020
2019
2018
14,448
1,738
2,372
33
7,716
26,307
15,273
2,007
2,500
38
5,334
25,152
15,713
1,920
2,073
33
6,492
26,231
18
Year Ended December 31, 2020 vs. Year Ended December 31, 2019
Net Sales
Years Ended December 31,
2020
2019
$ Change % Change
(in thousands, except unit data)
$
514,551
$
469,333
$
45,218
26,231
26,307
(76)
9.6 %
(0.3) %
Net sales
Total units
Our sales increased 9.6%, or $45.2 million mostly due to the increase in rooftop sales which increased by $51.5
million (increase of 15%). The increase in rooftop units sales was due in part to our increased sheet metal
production from the additional Salvagnini machines that were placed into operation allowing increased production
(1,265 units or 9% unit increase over 2019) and from price increases put in place over the last year.
Cost of Sales
Years Ended December 31,
Percent of Sales
2020
2019
2020
2019
(in thousands)
Cost of sales
Gross Profit
$
$
358,702
155,849
$
$
349,908
119,425
69.7 %
30.3 %
74.6 %
25.4 %
The principal components of cost of sales are labor, raw materials, component costs, factory overhead, freight out,
and engineering expense. The principal high volume raw materials used in our manufacturing processes are steel,
copper, and aluminum. As shown below, our average raw material prices increased during the year. However, the
Company had increased its inventory levels in 2019 and early 2020 at lower prices and was able to benefit from
these lower priced raw materials as the stock was consumed in 2020. The Company continues to closely monitor its
raw materials prices to try and purchase quantities when there are dips in the market. The Company improved its
labor and overhead efficiencies with our new sheet metal machines that were placed into service in the last quarter of
2019 and early 2020, eliminating any bottlenecks in our sheet metal production. The Company's headcount was also
down compared to 2019, resulting in a higher production output per employee.
Twelve month average raw material cost per pound as of December 31:
2020
2019
% Change
Copper
Galvanized Steel
Stainless Steel
Aluminum
$
$
$
$
3.65
0.55
1.41
2.02
$
$
$
$
3.63
0.49
1.30
1.79
0.6 %
12.2 %
8.5 %
12.8 %
19
Selling, General and Administrative Expenses
Years Ended December 31,
Percent of Sales
2020
2019
2020
2019
Warranty
Profit Sharing
Salaries & Benefits
Stock Compensation
Advertising
Depreciation
Insurance
Professional Fees
Donations
Bad Debt Expense
Other
(in thousands)
$
6,621
$
11,593
20,159
5,341
823
1,999
1,066
2,514
2,115
153
8,107
Total SG&A $
60,491
$
8,047
7,448
13,394
6,690
818
1,524
805
2,738
1,137
91
9,385
52,077
1.3 %
2.3 %
3.9 %
1.0 %
0.2 %
0.4 %
0.2 %
0.5 %
0.4 %
— %
1.6 %
1.7 %
1.6 %
2.9 %
1.4 %
0.2 %
0.3 %
0.2 %
0.6 %
0.2 %
— %
2.0 %
11.8 %
11.1 %
The Company experienced a decrease in warranty claims paid of 15.6% in 2020. Our profit sharing expenses are up
due to higher earnings. Salaries & benefits increased due to additional bonuses and employee incentives. Stock
compensation was lower because the valuation of the Company-wide equity grant awarded in March 2020 was less
than the grant awarded in March 2019. Donations increased due to the contribution of approximately $1.3 million to
Winifred, Montana Public Schools in recognition of Norman H. Asbjornson's transition from CEO to Executive
Chairman.
Income Taxes
Years Ended December 31,
2020
2019
Effective Tax Rate
2019
2020
(in thousands)
Income tax provision
$
22,966
$
13,320
22.5 %
19.9 %
Upon completion of the Company's 2018 tax return in 2019, the Company recorded additional benefit due to higher
than expected research and development credit of $0.6 million. Additionally in 2019, the Company determined it
could take advantage of an additional 1% tax credit in Oklahoma for years in which the Company's location was
deemed to be within an enterprise zone. The additional Oklahoma Credit for being in an enterprise zone, or
otherwise allowable under Oklahoma law, resulted in a benefit of $1.2 million.
20
Year Ended December 31, 2019 vs. Year Ended December 31, 2018
Net Sales
Years Ended December 31,
2019
2018
$ Change % Change
(in thousands, except unit data)
$
469,333
$
433,947
$
35,386
26,307
25,152
1,155
8.2 %
4.6 %
Net sales
Total units
Most of the increase in revenues was due to our price increases in 2018 which were realized during 2019.
Additionally, our parts sales and water-source heat pumps sales grew with increases of $7.0 million and $10.8
million, respectively.
Cost of Sales
Years Ended December 31,
Percent of Sales
2019
2018
2019
2018
(in thousands)
Cost of sales
Gross Profit
$
$
349,908
119,425
$
$
330,414
103,533
74.6 %
25.4 %
76.1 %
23.9 %
The principal components of cost of sales are labor, raw materials, component costs, factory overhead, freight out,
and engineering expense. The principal high volume raw materials used in our manufacturing processes are steel,
copper, and aluminum. As shown below, our average raw material prices decreased from 2018 to 2019. The
Company also maintained a steady level of workforce throughout 2019.
Twelve month average raw material cost per pound as of December 31:
2019
2018
% Change
Copper
Galvanized Steel
Stainless Steel
Aluminum
$
$
$
$
3.63
0.49
1.30
1.79
$
$
$
$
3.75
0.52
1.33
1.82
(3.2) %
(5.8) %
(2.3) %
(1.6) %
21
Selling, General and Administrative Expenses
Years Ended December 31,
Percent of Sales
2019
2018
2019
2018
Warranty
Profit Sharing
Salaries & Benefits
Stock Compensation
Advertising
Depreciation
Insurance
Professional Fees
Donations
Bad Debt Expense
Other
(in thousands)
$
8,047
$
7,448
13,394
6,690
818
1,524
805
2,738
1,137
91
9,385
Total SG&A $
52,077
$
8,807
6,165
12,638
4,733
762
950
1,235
2,441
933
174
9,356
48,194
1.7 %
1.6 %
2.9 %
1.4 %
0.2 %
0.3 %
0.2 %
0.6 %
0.2 %
— %
2.0 %
2.0 %
1.4 %
2.9 %
1.1 %
0.2 %
0.2 %
0.3 %
0.6 %
0.2 %
— %
2.2 %
11.1 %
11.1 %
The Company experienced a decrease in warranty claims paid of 13.4% in 2019. Our profit sharing expenses
increased due to higher earnings. Depreciation increased due to the continued expansion of our facilities. The
Company makes company wide equity grants each year that caused our increase in stock compensation. We raised
our minimum wage twice during 2019 to keep our salaries consistent with market rates to help retain employees.
Income Taxes
Years Ended December 31,
Effective Tax Rate
2019
2018
2019
2018
(in thousands)
Income tax provision
$
13,320
$
13,171
19.9 %
23.7 %
Upon completion of the Company's 2018 tax return in 2019, the Company recorded additional benefit due to higher
than expected research and development credit of $0.6 million. Additionally in 2019, the Company determined it
could take advantage of an additional 1% tax credit in Oklahoma for years in which the Company's location was
deemed to be within an enterprise zone. The additional Oklahoma Credit for being in an enterprise zone, or
otherwise allowable under Oklahoma law, resulted in a benefit of $1.2 million.
Liquidity and Capital Resources
Our working capital and capital expenditure requirements are generally met through net cash provided by operations
and the occasional use of the revolving bank line of credit based on our current liquidity at the time.
Working Capital - Our unrestricted cash and cash equivalents and increased $52.2 million from December 31, 2019
to December 31, 2020. As of December 31, 2020, we had $82.3 million in cash and cash equivalents and restricted
cash.
Revolving Line of Credit - On July 26, 2018 we renewed our $30.0 million line of credit (“BOK Revolver”) with
BOKF, NA dba Bank of Oklahoma (“Bank of Oklahoma”). Under the line of credit, there was one standby letter of
credit of $1.8 million as of December 31, 2020. At December 31, 2020 we have $28.2 million of borrowings
available under the revolving credit facility. No fees are associated with the unused portion of the committed
amount.
22
As of December 31, 2020 and 2019, there were no outstanding balances under the revolving credit facility. Interest
on borrowings is payable monthly at LIBOR plus 2.0%. The weighted average interest rate was 2.6% and 4.3% for
the years ended December 31, 2020 and 2019, respectively.
At December 31, 2020, we were in compliance with all of the covenants under the BOK Revolver. We are obligated
to comply with certain financial covenants under the BOK Revolver. These covenants require that we meet certain
parameters related to our tangible net worth and total liabilities to tangible net worth ratio. At December 31, 2020,
our tangible net worth was $350.9 million, which meets the requirement of being at or above $175.0 million. Our
total liabilities to tangible net worth ratio was 0.3 to 1.0 which meets the requirement of not being above 2 to 1.
New Market Tax Credit Obligation - On October 24, 2019, the Company entered into a transaction with a
subsidiary of an unrelated third-party financial institution (the “Investor”) and a certified Community Development
Entity under a qualified New Markets Tax Credit (“NMTC”) program pursuant to Section 45D of the Internal
Revenue Code of 1986, as amended, related to an investment in plant and equipment to facilitate the expansion of
our Longview, Texas manufacturing operations (the “Project”). In connection with the NMTC transaction, the
Company received a $23.0 million NMTC allocation for the Project and secured low interest financing and the
potential for future debt forgiveness related to the expansion of its Longview, Texas facilities.
Upon closing of the NMTC transaction, the Company provided an aggregate of approximately $15.9 million to the
Investor, in the form of a loan receivable, with a term of twenty-five years, bearing an interest rate of 1.0%. This
$15.9 million in proceeds plus capital contributed from the Investor was used to make an aggregate $22.5 million
loan to a subsidiary of the Company. This financing arrangement is secured by equipment at the Company's
Longview, Texas facilities, and a guarantee from the Company, including an unconditional guarantee of NMTCs.
Stock Repurchase - The Board has authorized three stock repurchase programs for the Company.
The Company may purchase shares on the open market from time to time, up to a total of 5.7 million shares. The
Board must authorize the timing and amount of these purchases and all repurchases are in accordance with the rules
and regulations of the SEC allowing the Company to repurchase shares from the open market.
Our open market repurchase programs are as follows:
Agreement Execution Date
May 16, 2018 1
March 5, 2019 1
March 13, 2020
Authorized Repurchase $
Expiration Date
$15 million
$20 million
$20 million
March 1, 2019
March 4, 2020
** 2
1 The 2018 and 2019 purchase authorizations were executed under 10b5-1 programs.
2 Expiration Date is at Board's discretion. The Company is authorized to effectuate repurchases of the Company's
common stock on terms and conditions approved in advance by the Board.
The Company also has a stock repurchase arrangement by which employee-participants in our 401(k) savings and
investment plan are entitled to have shares in AAON, Inc. stock in their accounts sold to the Company. The
maximum number of shares to be repurchased is contingent upon the number of shares sold by employee-
participants.
Lastly, the Company repurchases shares of AAON, Inc. stock from certain of its directors and employees for
payment of statutory tax withholdings on stock transactions. All other repurchases from directors or employees are
contingent upon Board approval. All repurchases are done at current market prices.
23
Our repurchase activity is as follows:
2020
2019
2018
(in thousands, except share and per share data)
Program
Open market
401(k)
Directors and
employees
Total
Shares
103,689 $ 4,987 $
438,921 25,073
Total $ $ per share
48.10
57.12
Shares
Total $
5,799 $
200 $
419,963 19,386
$ per share
34.46
46.16
Shares
Total $
252,272 $ 8,374 $
497,753 18,472
$ per share
33.19
37.11
23,272 1,169
565,882 $ 31,229 $
50.23
55.19
28,668
1,207
454,430 $ 20,793 $
42.11
45.76
33,751
1,097
783,776 $ 27,943 $
32.49
35.65
Inception to Date
(in thousands, except share and per share data)
$ per share
Total $
Program
Open market
401(k)
Shares
4,205,255 $
7,906,660
Directors and employees
Total
2,005,201
14,117,116 $
74,793 $
145,000
20,751
240,544 $
17.79
18.34
10.35
17.04
Dividends - At the discretion of the Board of Directors, we pay semi-annual cash dividends. Board approval is
required to determine the date of declaration and amount for each semi-annual dividend payment.
Our recent dividends are as follows:
Declaration Date
May 18, 2018
November 8, 2018
May 20, 2019
November 6, 2019
May 15, 2020
November 10, 2020
Record Date
June 8, 2018
November 29, 2018
June 3, 2019
November 27, 2019
June 3, 2020
November 27, 2020
Payment Date
July 6, 2018
December 20, 2018
July 1, 2019
December 18, 2019
July 1, 2020
December 18, 2020
Dividend per Share
$0.16
$0.16
$0.16
$0.16
$0.19
$0.19
Based on historical performance and current expectations, we believe our cash and cash equivalents balance, the
projected cash flows generated from our operations, our existing committed revolving credit facility (or comparable
financing), and our expected ability to access capital markets will satisfy our working capital needs, capital
expenditures and other liquidity requirements associated with our operations in 2021 and the foreseeable future.
24
Statement of Cash Flows
The table below reflects a summary of our net cash flows provided by operating activities, net cash flows used in
investing activities, and net cash flows used in financing activities for the years indicated.
Operating Activities
Net Income
Income statement adjustments, net
Changes in assets and liabilities:
Accounts receivable
Income tax receivable
Inventories
Prepaid expenses and other
Accounts payable
Deferred revenue
Accrued liabilities
Net cash provided by operating activities
Investing Activities
Capital expenditures
Insurance proceeds
Cash paid for business combination
Purchases of investments
Maturities of investments and proceeds from called investments
Other
Net cash used in investing activities
Financing Activities
Proceeds from financing obligation, net of issuance costs
Payment related to financing costs
Stock options exercised
Repurchase of stock
Employee taxes paid by withholding shares
Cash dividends paid to stockholders
Net cash used in financing activities
Cash Flows from Operating Activities
2020
2019
2018
(in thousands)
$
79,009 $
53,711 $
44,793
42,440
19,859
(3,815)
(9,726)
(2,364)
(2,155)
1,010
2,203
128,814
(13,412)
5,129
2,557
(329)
280
425
7,124
97,925
42,329
28,513
(2,832)
(4,448)
(5,598)
(528)
(1,176)
412
(1,816)
54,856
(67,802)
(37,166)
(37,268)
6,417
—
—
—
112
—
—
(6,000)
6,000
120
—
(6,377)
(16,201)
25,145
66
(61,273)
(37,046)
(34,635)
—
—
21,418
(30,060)
(1,169)
(19,815)
6,614
(301)
12,625
(19,586)
(1,207)
(16,645)
—
—
4,987
(26,846)
(1,097)
(16,728)
$
(29,626) $
(18,500) $
(39,684)
Cash flows from operating activities increased in 2020 mainly as a result of our continuing operations which
capitalized on our reduced lead times and second full year of benefiting from price increases enacted during 2018
and 2019, combined with an overall decrease in the average cost of inventory raw materials purchased in 2019. For
2019, the Company saw an increase in customer prepayments and lower warranty claims that decreased our liability
payments. The positive warranty downward trend continued in 2020. In 2018, the Company's cash flows were
tighter due to our capital expenditures and business combination that was completed during the year.
Cash Flows from Investing Activities
Cash flows from investing activities increased in 2020 as compared to 2019 and 2018. Cash flows from investing
activities are primarily affected by the timing of our capital expenditures. In November 2020, we received
approximately $6.4 million from insurance proceeds which will be utilized to extend the useful life of our facility's
roof in Tulsa, Oklahoma. Additionally, we paid approximately $6.4 million in 2018 related to our February 2018
business combination.
25
The capital expenditures for 2020 relate to the completion of our Longview facility expansion as well as the addition
to and replacement of sheet metal manufacturing equipment. The capital expenditures for 2019 relate to the
completion of our R&D lab and water-source heat pump lines, along with the expansion of our Longview facility.
Our capital expenditure program for 2021 is estimated to be approximately $70.7 million. Many of these projects are
subject to review and cancellation at the discretion of our CEO and Board of Directors without incurring substantial
charges.
Cash Flows from Financing Activities
Cash flows from financing activities is primarily affected by the timing of stock options exercised by our employees.
Cash flows from stock options exercised increased to the increase in our publically traded stock price. Additionally,
we received approximately $6.6 million in net proceeds in 2019 related to the New Markets Tax Credit transaction
(Note 18). We also increased our dividend per share in 2020 from $0.16 to $0.19.
Off-Balance Sheet Arrangements
We are not party to any off-balance sheet arrangements that have or are reasonably likely to have a material current
or future effect on our financial condition, changes in financial condition, revenues, expenses, results of operations,
liquidity, capital expenditures, or capital resources.
Commitments and Contractual Agreements
We had no material contractual purchase agreements as of December 31, 2020.
Contingencies
We are subject to various claims and legal actions that arise in the ordinary course of business. We closely monitor
these claims and legal actions and frequently consult with our legal counsel to determine whether they may, when
resolved, have a material adverse effect on our financial position, results of operations or cash flows and we accrue
and/or disclose loss contingencies as appropriate. We have concluded that the likelihood is remote that the ultimate
resolution of any pending litigation or claims will be material or have a material adverse effect on the Company’s
business, financial position, results of operations, or cash flows.
Critical Accounting Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United
States of America (“US GAAP”) requires management to make estimates and assumptions about future events, and
apply judgments that affect the reported amounts of assets, liabilities, revenue, and expenses in our consolidated
financial statements and related notes. We base our estimates, assumptions, and judgments on historical experience,
current trends and other factors believed to be relevant at the time our consolidated financial statements are
prepared. However, because future events and their effects cannot be determined with certainty, actual results could
differ from our estimates and assumptions, and such differences could be material. We believe the following critical
accounting policies affect our more significant estimates, assumptions and judgments used in the preparation of our
consolidated financial statements.
Inventory Reserves – We establish a reserve for inventories based on the change in inventory requirements due to
product line changes, the feasibility of using obsolete parts for upgraded part substitutions, the required parts needed
for part supply sales and 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. Our product warranty policy is the earlier of one year from the date of first use or 18 months from date
of shipment for parts only; an additional four years for compressors (if applicable); 15 years on aluminized steel gas-
fired heat exchangers (if applicable); 25 years on stainless steel heat exchangers (if applicable); and ten years on gas-
fired heat exchangers in our historical RL products (if applicable). Our warranty policy for the RQ series covers
parts for two years from date of unit shipment. Our warranty policy for the WH and WV Series geothermal/water-
source heat pumps covers parts for five years from the date of installation. Warranty expense is estimated based on
the warranty period, historical warranty trends and associated costs, and any known identifiable warranty issue.
26
Due to the absence of warranty history on new products, an additional provision may be made for such
products. Our estimated future warranty cost is subject to adjustment from time to time depending on changes in
actual warranty trends and cost experience. Should actual claim rates differ from our estimates, revisions to the
estimated product warranty liability would be required.
Share-Based Compensation – We measure and recognize compensation expense for all share-based payment
awards made to our employees and directors, including stock options and restricted stock awards, based on their fair
values at the time of grant. Compensation expense is recognized on a straight-line basis over the service period of
the related share-based compensation award. Forfeitures are accounted for as they occur. The fair value of each
option award is estimated on the date of grant using the Black-Scholes-Merton option pricing model. The use of the
Black-Scholes-Merton option valuation model requires the input of subjective assumptions such as: the expected
volatility, the expected term of the options granted, expected dividend yield and the risk-free rate. The fair value of
restricted stock awards is based on the fair market value of AAON common stock on the respective grant dates,
reduced for the present value of dividends.
New Accounting Pronouncements
Changes to U.S. GAAP are established by the Financial Accounting Standards Board (“FASB”) in the form of
accounting standards updates (“ASUs”) to the FASB’s Accounting Standards Codification.
We consider the applicability and impact of all ASUs. ASUs not listed below were assessed and determined to be
either not applicable or are expected to have minimal impact on our consolidated financial statements and notes
thereto.
In December 2019, the FASB issued ASU 2019-12, Income Taxes: Simplifying the Accounting for Income Taxes
(Topic 740). The ASU includes simplification of accounting for income taxes for franchise taxes, step up in tax
basis for goodwill as part of a business combination and interim reporting of enacted changes in tax laws. The ASU
is effective for the Company beginning after December 15, 2020. We do not expect ASU 2019-12 will have a
material effect on our consolidated financial statements and notes thereto.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
Commodity Price Risk
We are exposed to volatility in the prices of commodities used in some of our products and, occasionally, we use
fixed price cancellable and non-cancellable contracts with our major suppliers for periods of six to 18 months to
manage this exposure.
27
Item 8. Financial Statements and Supplementary Data.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets
Consolidated Statements of Income
Consolidated Statements of Stockholders’ Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
Page
29
31
32
33
34
35
28
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Stockholders
AAON, Inc.
Opinion on the financial statements
We have audited the accompanying consolidated balance sheets of AAON, Inc. (a Nevada corporation) and
subsidiaries (the “Company”) as of December 31, 2020 and 2019, the related consolidated statements of income,
stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2020, and the
related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present
fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the
results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, 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) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2020, based on
criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (“COSO”), and our report dated February 25, 2021 expressed an
unqualified opinion.
Basis for opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an
opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with
the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal
securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the
PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial statements are free of material
misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of
material misstatement of the financial statements, whether due to error or fraud, and performing procedures that
respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and
disclosures in the financial statements. Our audits also included evaluating the accounting principles used and
significant estimates made by management, as well as evaluating the overall presentation of the financial statements.
We believe that our audits provide a reasonable basis for our opinion.
Critical audit matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial
statements that was communicated or required to be communicated to the audit committee and that: (1) relates to
accounts or disclosures that are material to the financial statements and (2) involved our especially challenging,
subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion
on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below,
providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Inventory – manual inventory adjustments
As described in Note 2 to the Company’s financial statements, the Company reports inventory using the first in, first
out (“FIFO”) method, which involves manual adjustments recorded to the general ledger such as inventory variance,
inventory allowance and labor and overhead adjustments, which had the potential to be larger or require more
judgement during the year ended December 31, 2020, where the Company experienced changes in the prices of
certain raw materials due to the COVID-19 pandemic. These manual adjustments have been identified as a critical
audit matter.
The principal consideration for our determination such manual inventory adjustments as a critical audit matter is
these manual adjustments require substantial use of management estimates and requires the Company to have
effective inventory valuation processes. Significant management judgments and estimates utilized to determine
manual inventory adjustments are subject to estimation uncertainty and require significant auditor subjectivity in
evaluating the reasonableness of those judgments and estimates.
29
Our audit procedures related to the manual inventory adjustments included the following, among others.
• We tested the design and operating effectiveness of controls over inventory valuation, including the
standard cost updates in the accounting system and the completeness and accuracy of the inputs to the
inventory variance calculation and any related adjustments.
• We verified the Company’s standard costing of inventory approximated FIFO by obtaining FIFO buildups
and inspected underlying documents for a sample of raw materials.
• We assessed the reasonableness of management’s inventory reserve by recalculating the reserve using
management’s inputs, and evaluated those inputs for reasonableness.
• We tested labor and overhead rate changes by recalculating the rates used and tested any adjustments
recorded to the general ledger.
/s/ GRANT THORNTON LLP
We have served as the Company’s auditor since 2004.
Tulsa, Oklahoma
February 25, 2021
30
AAON, Inc. and Subsidiaries
Consolidated Balance Sheets
Assets
Current assets:
Cash and cash equivalents
Restricted cash
Accounts receivable, net of allowance for credit losses of $506 and $353,
respectively
Income tax receivable
Note receivable
Inventories, net
Prepaid expenses and other
Total current assets
Property, plant and equipment:
Land
Buildings
Machinery and equipment
Furniture and fixtures
Total property, plant and equipment
Less: Accumulated depreciation
Property, plant and equipment, net
Intangible assets, net
Goodwill
Right of use assets
Note receivable, long-term
Total assets
Liabilities and Stockholders’ Equity
Current liabilities:
Revolving credit facility
Accounts payable
Accrued liabilities
Total current liabilities
Deferred tax liabilities
Other long-term liabilities
New market tax credit obligation (a)
Commitments and contingencies
Stockholders’ equity:
December 31,
2020
2019
(in thousands, except share and
per share data)
$
79,025 $
3,263
47,387
4,587
31
82,219
3,739
220,251
4,072
122,171
281,266
18,956
426,465
203,125
223,340
38
3,229
1,571
579
26,797
17,576
67,399
772
29
73,601
1,375
187,549
3,274
101,113
236,087
16,862
357,336
179,242
178,094
272
3,229
1,683
597
$
449,008 $
371,424
$
— $
12,447
46,586
59,033
28,324
4,423
6,363
—
11,759
44,269
56,028
15,297
3,639
6,320
—
208
3,631
286,301
290,140
371,424
Preferred stock, $.001 par value, 5,000,000 shares authorized, no shares issued
Common stock, $.004 par value, 100,000,000 shares authorized, 52,224,767 and
52,078,515 issued and outstanding at December 31, 2020 and 2019, respectively
Additional paid-in capital
Retained earnings
Total stockholders’ equity
209
5,161
345,495
350,865
—
Total liabilities and stockholders’ equity
(a) Held by variable interest entities (Note 18)
$
449,008 $
The accompanying notes are an integral part of these consolidated financial statements.
31
AAON, Inc. and Subsidiaries
Consolidated Statements of Income
Net sales
Cost of sales
Gross profit
Selling, general and administrative expenses
(Gain) loss on disposal of assets and insurance recoveries
Income from operations
Interest income, net
Other (expense) income, net
Income before taxes
Income tax provision
Net income
Earnings per share:
Basic
Diluted
Cash dividends declared per common share:
Weighted average shares outstanding:
Basic
Diluted
Years Ended December 31,
2020
2019
2018
(in thousands, except share and per share data)
$
514,551 $
469,333 $
358,702
155,849
60,491
(6,478)
101,836
88
51
101,975
22,966
349,908
119,425
52,077
337
67,011
66
(46)
67,031
13,320
$
$
$
$
79,009 $
53,711 $
1.51 $
1.49 $
0.38 $
1.03 $
1.02 $
0.32 $
433,947
330,414
103,533
48,194
(12)
55,351
196
(47)
55,500
13,171
42,329
0.81
0.80
0.32
52,168,679
53,061,169
52,079,865
52,635,415
52,284,616
52,667,939
The accompanying notes are an integral part of these consolidated financial statements.
32
AAON, Inc. and Subsidiaries
Consolidated Statements of Stockholders’ Equity
Balance at December 31, 2017
52,422 $
210 $
— $
238,715 $
238,925
Common Stock
Shares
Amount
Paid-in
Capital
Retained
Earnings
Total
(in thousands)
Net income
Stock options exercised and restricted
stock awards granted
Share-based compensation
Stock repurchased and retired
Dividends
Balance at December 31, 2018
Net income
Stock options exercised and restricted
stock awards granted
Share-based compensation
Stock repurchased and retired
Dividends
Balance at December 31, 2019
Net income
Stock options exercised and restricted
stock awards granted
Share-based compensation
Stock repurchased and retired
Dividends
—
353
—
(784)
—
51,991
—
542
—
(454)
—
52,079
—
712
—
(566)
—
—
1
—
(3)
—
208
—
2
—
(2)
—
208
—
3
—
(2)
—
—
4,986
7,862
(12,848)
—
—
—
12,623
11,799
(20,791)
—
3,631
—
21,415
11,342
(31,227)
42,329
—
—
(15,092)
(16,717)
249,235
53,711
—
—
—
(16,645)
286,301
79,009
—
—
—
—
(19,815)
42,329
4,987
7,862
(27,943)
(16,717)
249,443
53,711
12,625
11,799
(20,793)
(16,645)
290,140
79,009
21,418
11,342
(31,229)
(19,815)
Balance at December 31, 2020
52,225 $
209 $
5,161 $
345,495 $
350,865
The accompanying notes are an integral part of these consolidated financial statements.
33
AAON, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
2020
Years Ended December 31,
2019
(in thousands)
2018
$
79,009 $
53,711 $
42,329
Operating Activities
Net income
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization
Amortization of bond premiums
Amortization of debt issuance costs
Provision for credit losses on accounts receivable, net of adjustments
Provision for excess and obsolete inventories
Share-based compensation
(Gain) loss on disposition of assets
Foreign currency transaction (gain) loss
Interest income on note receivable
Deferred income taxes
Changes in assets and liabilities:
Accounts receivable
Income tax receivable
Inventories
Prepaid expenses and other
Accounts payable
Deferred revenue
Accrued liabilities and donations
Net cash provided by operating activities
Investing Activities
Capital expenditures
Cash paid in business combination
Proceeds from sale of property, plant and equipment
Insurance proceeds
Investment in certificates of deposits
Maturities of certificates of deposits
Purchases of investments held to maturity
Maturities of investments held to maturity
Proceeds from called investments
Principal payments from note receivable
Net cash used in investing activities
Financing Activities
Proceeds from financing obligation, net of issuance costs
Payment related to financing costs
Stock options exercised
Repurchase of stock
Employee taxes paid by withholding shares
Dividends paid to stockholders
Net cash used in financing activities
Net increase (decrease) in cash, cash equivalents and restricted cash
Cash, cash equivalents and restricted cash, beginning of year
Cash, cash equivalents and restricted cash, end of year
$
25,634
—
43
153
1,108
11,342
(6,478)
(12)
(24)
13,027
19,859
(3,815)
(9,726)
(2,364)
(2,155)
1,010
2,203
128,814
(67,802)
—
60
6,417
—
—
—
—
—
52
(61,273)
—
—
21,418
(30,060)
(1,169)
(19,815)
(29,626)
37,915
44,373
82,288 $
22,766
—
7
91
1,454
11,799
337
(27)
(25)
6,038
(13,412)
5,129
2,557
(329)
280
425
7,124
97,925
(37,166)
—
69
—
(6,000)
6,000
—
—
—
51
(37,046)
6,614
(301)
12,625
(19,586)
(1,207)
(16,645)
(18,500)
42,379
1,994
44,373 $
17,655
13
—
174
152
7,862
(12)
55
(27)
2,641
(2,832)
(4,448)
(5,598)
(528)
(1,176)
412
(1,816)
54,856
(37,268)
(6,377)
13
—
(7,200)
10,080
(9,001)
14,570
495
53
(34,635)
—
—
4,987
(26,846)
(1,097)
(16,728)
(39,684)
(19,463)
21,457
1,994
The accompanying notes are an integral part of these consolidated financial statements.
34
AAON, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2020
1. Business Description
AAON, Inc. is a Nevada corporation which was incorporated on August 18, 1987. Our operating subsidiaries
include AAON, Inc., an Oklahoma corporation and AAON Coil Products, Inc., a Texas corporation (collectively, the
“Company”). The Consolidated Financial Statements include our accounts and the accounts of our subsidiaries.
We are engaged in the engineering, manufacturing, marketing and sale of air conditioning and heating equipment
consisting of standard, semi-custom, and custom rooftop units, chillers, packaged outdoor mechanical rooms, air
handling units, makeup air units, energy recovery units, condensing units, geothermal/water-source heat pumps,
coils, and controls.
2. Summary of Significant Accounting Policies
Principles of Consolidation
These financial statements are prepared in accordance with accounting principles generally accepted in the United
States of America (“U.S. GAAP”). The accompanying consolidated financial statements include the accounts of the
Company and its wholly-owned subsidiaries. All inter-company accounts and transactions have been eliminated.
Our financial statements consolidate all of our affiliated entities in which we have a controlling financial interest.
Because we hold certain rights that give us the power to direct the activities of two variable interest entities ("VIEs")
(Note 18) that most significantly impact the VIEs economic performance, combined with a variable interest that
gives us the right to receive potentially significant benefits or the obligation to absorb potentially significant losses,
we have a controlling financial interest in those VIEs.
Impact of COVID-19 Pandemic
In March 2020, the World Health Organization characterized the coronavirus ("COVID-19") a pandemic, and the
President of the United States declared the COVID-19 outbreak a national emergency. The rapid spread of the
pandemic and the continuously evolving responses to combat it have had an increasingly negative impact on the
global economy.
Our manufacturing operations are considered a critical infrastructure industry, as defined by the U.S. Department of
Homeland Security, as such, the decrees issued by national, state, and local governments in response to the
COVID-19 pandemic have had minimal impact on our operations except for higher employee absenteeism in our
manufacturing facilities. We had continuous operations during the year ended December 31, 2020 except for a
planned (unrelated to COVID-19) shut down at out Tulsa, OK facility during the last week of December 2020. For
the most part, our workers are able to socially distance themselves during the manufacturing process. Additional
precautions have been taken to social distance workers that work in close environments. The Company utilizes
sanitation stations, requires the use of a facial covering when unable to socially distance, performs daily temperature
scanning, and performs additional cleaning and sanitation throughout the day and deep cleaning overnight. The
Company did see significant employee absenteeism in the latter part of June 2020. These unexpected employee
absences resulted in reduced shipments and longer lead times in the second quarter 2020. During the third quarter
and fourth quarter 2020, employee attendance levels were stronger than previously anticipated. Additionally, our
work force has adapted well to school and childcare related issues. Furthermore, COVID-19 has had no significant
impact on our planned cash outflow for raw materials, dividend payments, or capital expenditure including our
Longview, Texas expansion project.
The magnitude of the impact of COVID-19 remains unpredictable and we, therefore, continue to anticipate potential
supply chain disruptions, increased employee absenteeism and additional health and safety costs related to the
COVID-19 pandemic that could unfavorably impact our business.
35
Although these disruptions and costs are expected to be temporary, there is significant uncertainty around the
duration and overall impact to our business operations. We are continually monitoring the progression of the
pandemic and its potential effect on our financial position, results of operations and cash flows.
Cash and Cash Equivalents
We consider all highly liquid temporary investments with original maturity dates of three months or less to be cash
equivalents. Cash and cash equivalents consist of bank deposits and highly liquid, interest-bearing money market
funds.
The Company’s cash and cash equivalents are held in a few financial institutions in amounts that exceed the
insurance limits of the Federal Deposit Insurance Corporation. However, management believes that the Company’s
counterparty risks are minimal based on the reputation and history of the institutions selected.
Restricted Cash
Restricted cash held at December 31, 2020 consist of bank deposits and highly liquid, interest-bearing money market
funds held for the purpose of the Company's qualified New Markets Tax Credit program (Note 18) to benefit an
investment in plant and equipment to facilitate the expansion of our Longview, Texas manufacturing operations.
The Company’s restricted cash is held in a financial institutions in amounts that exceed the insurance limits of the
Federal Deposit Insurance Corporation. However, management believes that the Company’s counterparty risks are
minimal based on the reputation and history of the institutions selected.
Certificates of Deposit
We held no certificates of deposit at December 31, 2020 and 2019.
Investments Held to Maturity
At December 31, 2020 and 2019, we held no investments. We record the amortized cost basis and accrued interest
of the corporate notes and bonds in the Consolidated Balance Sheets. We record the interest and amortization of
bond premium to interest income in the Consolidated Statements of Income.
Accounts and Note Receivable
We adopted ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326), as amended, as of January 1,
2020. The ASU requires a financial asset (or a group of financial assets) measured at amortized cost to be presented
at the net amount expected to be collected, which would include accounts receivable. The measurement of expected
credit losses is based on relevant information about past events, including historical experience, current conditions,
and reasonable and supportable forecasts that affect the collectibility of the reported amount. The adoption of this
ASU did not have a material effect on our financial statements.
Accounts and note receivable are stated at amounts due from customers, net of an allowance for credit losses. We
generally do not require that our customers provide collateral. The Company determines its allowance for credit
losses by considering a number of factors, including the credit risk of specific customers, the customer’s ability to
pay current obligations, historical trends, economic and market conditions, and the age of the receivable. Accounts
are considered past due when the balance has been outstanding for ninety days past negotiated credit terms. Past due
accounts are generally written-off against the allowance for credit losses only after all collection attempts have been
exhausted.
Concentration of Credit Risk
Our customers are concentrated primarily in the domestic commercial and industrial new construction and
replacement markets. To date, our sales have been primarily to the domestic market, with foreign sales accounting
for approximately 2%, 3%, and 3% of revenues for the years ended December 31, 2020, 2019, and 2018,
respectively.
36
One customer, Texas AirSystems LLC, accounted for more than 10% of our sales during 2020, 2019, and 2018. No
other customer accounted for more than 10% of our sales during 2020, 2019, and 2018. Two customers, Texas
AirSystems LLC and Johnson Borrow Inc., accounted for more than 10% of our accounts receivable balance at
December 31, 2020. One customer, Texas AirSystems LLC, accounted for more than 10% of our accounts
receivable balance at December 31, 2019. No single customer accounted for more than 15% of our sales during
2020, 2019, and 2018 or more than 15% of our accounts receivable balance at December 31, 2020 and 2019.
Inventories
Inventories are valued at the lower of cost or net realizable value using the first-in, first-out (“FIFO”) method. Cost
in inventory includes purchased parts and materials, direct labor and applied manufacturing overhead. We establish
an allowance for excess and obsolete inventories based on product line changes, the feasibility of substituting parts
and the need for supply and replacement parts.
Property, Plant and Equipment
Property, plant and equipment, including significant improvements, are recorded at cost, net of accumulated
depreciation. Repairs and maintenance and any gains or losses on disposition are included in operations.
Depreciation is computed using the straight-line method over the following estimated useful lives:
Buildings
Machinery and equipment
Furniture and fixtures
3 - 40 years
3 - 15 years
3 - 7 years
On April 22, 2020, our plant and office facilities in Tulsa, Oklahoma experienced hail related weather damage and
we filed a property insurance claim which carried a $500,000 deductible. We did not experience any significant
structural damage or any operational interruption as a result of this weather event. In November 2020, we reached a
final settlement with our insurance carrier, resulting in a net cumulative gain of $6.4 million, which is included in
the Consolidated Statements of Income. The received proceeds will be used in future periods to make improvements
to the current roof at our plant and office facilities in Tulsa, Oklahoma to extend the overall useful life.
Business Combinations
We record the assets acquired and liabilities assumed in a business combination at their acquisition date fair values.
Fair Value Financial Instruments and Measurements
The carrying amounts of cash and cash equivalents, receivables, accounts payable, and accrued liabilities
approximate fair value because of the short-term maturity of the items. The carrying amount of the Company’s
revolving line of credit, and other payables, approximate their fair values either due to their short term nature, the
variable rates associated with the debt or based on current rates offered to the Company for debt with similar
characteristics.
We adopted ASU No. 2018-13, Fair Value Measurements (Topic 820), as amended, as of January 1, 2020. The ASU
includes additional disclosure requirements for unrealized gains and losses for Level 3 fair value measurements and
significant observable inputs used to develop Level 3 fair value measurements. There was not a material impact to
financial statements upon adoption. Fair value is defined as the price that would be received to sell an asset or paid
to transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date.
Fair value is based upon assumptions that market participants would use when pricing an asset or liability. We use
the following fair value hierarchy, which prioritizes valuation technique inputs used to measure fair value into three
broad levels:
•
•
Level 1: Quoted prices in active markets for identical assets and liabilities that we have the ability to access
at the measurement date.
Level 2: Inputs (other than quoted prices included within Level 1) that are either directly or indirectly
observable for the asset or liability, including (i) quoted prices for similar assets or liabilities in active
37
markets, (ii) quoted prices for identical or similar assets or liabilities in inactive markets, (iii) inputs other
than quoted prices that are observable for the asset or liability, and (iv) inputs that are derived from
observable market data by correlation or other means.
Level 3: Unobservable inputs for the asset or liability including situations where there is little, if any,
market activity for the asset or liability. Items categorized in Level 3 include the estimated fair values of
property, plant and equipment, intangible assets and goodwill acquired in a business combination.
•
The fair value hierarchy gives the highest priority to quoted prices in active markets (Level 1) and the lowest priority
to unobservable inputs (Level 3). In some cases, the inputs used to measure fair value might fall into different levels
of the fair value hierarchy. The lowest level input that is significant to a fair value measurement determines the
applicable level in the fair value hierarchy. Assessing the significance of a particular input to a fair value
measurement requires judgment, considering factors specific to the asset or liability.
Intangible Assets
Our intangible assets include various trademarks, service marks, and technical knowledge acquired in our February
2018 business combination (Note 4). We amortize our intangible assets on a straight-line basis over the estimated
useful lives of the assets. We evaluate the carrying value of our amortizable intangible assets for potential
impairment when events and circumstances warrant such a review.
Goodwill
Goodwill represents the excess of the consideration paid for the acquired businesses over the fair value of the
individual assets acquired, net of liabilities assumed. Goodwill at December 31, 2020 is deductible for income tax
purposes.
Goodwill is not amortized, but instead is evaluated for impairment at least annually. We perform our annual
assessment of impairment during the fourth quarter of our fiscal year, and more frequently if circumstances warrant.
To perform this assessment, we first consider qualitative factors to determine whether it is more likely than not that
the fair value of the reporting unit exceeds its carrying amount. If we conclude that it is more likely than not that the
fair value of a reporting unit does not exceed its carrying amount, we calculate the fair value for the reporting unit
and compare the amount to its carrying amount, including goodwill. If the fair value of a reporting unit exceeds its
carrying amount, goodwill of the reporting unit is not considered impaired. If the carrying amount of a reporting unit
exceeds its fair value, goodwill is considered to be impaired and the goodwill balance is reduced by the difference
between the fair value and carrying amount of the reporting unit.
We performed a qualitative assessment as of December 31, 2020 to determine whether it was more likely than not
that the fair value of the reporting unit was greater than the carrying value of the reporting unit. Based on these
qualitative assessments, we determined that the fair value of the reporting unit was more likely than not greater than
the carrying value of the reporting unit.
Estimates and assumptions used to perform the impairment evaluation are inherently uncertain and can significantly
affect the outcome of the analysis. The estimates and assumptions we use in the annual goodwill impairment
assessment included market participant considerations and future forecasted operating results. Changes in operating
results and other assumptions could materially affect these estimates.
Impairment of Long-Lived Assets
We review long-lived assets for possible impairment when events or changes in circumstances indicate, in
management’s judgment, that the carrying amount of an asset may not be recoverable. Recoverability is measured
by a comparison of the carrying amount of an asset or asset group to its estimated undiscounted future cash flows
expected to be generated by the asset or asset group. If the undiscounted cash flows are less than the carrying
amount of the asset or asset group, an impairment loss is recognized for the amount by which the carrying amount of
the asset or asset group exceeds its fair value.
38
Research and Development
The costs associated with research and development for the purpose of developing and improving new products are
expensed as incurred. For the years ended December 31, 2020, 2019, and 2018 research and development costs
amounted to approximately $17.4 million, $14.8 million, and $13.5 million, respectively.
Advertising
Advertising costs are expensed as incurred. Advertising expense for the years ended December 31, 2020, 2019, and
2018 was approximately $0.8 million, $0.8 million, and $0.8 million, respectively.
Shipping and Handling
We incur shipping and handling costs in the distribution of products sold that are recorded in cost of sales. Shipping
charges that are billed to the customer are recorded in revenues and as an expense in cost of sales. For the years
ended December 31, 2020, 2019, and 2018 shipping and handling fees amounted to approximately $14.3 million,
$14.4 million, and $12.6 million, respectively.
Income Taxes
Income taxes are accounted for under the asset and liability method. The Company recognizes deferred tax assets
and liabilities for the expected future tax consequences of temporary differences between the book carrying amounts
and the tax basis of assets and liabilities. Excess tax benefits and deficiencies are reported as an income tax benefit
or expense on the statement of income and are treated as discrete items to the income tax provision in the reporting
period in which they occur. We establish accruals for unrecognized tax positions when it is more likely than not that
our tax return positions may not be fully sustained. The Company records a valuation allowance for deferred tax
assets when, in the opinion of management, it is more likely than not that deferred tax assets will not be realized.
Share-Based Compensation
The Company recognizes expense for its share-based compensation based on the fair value of the awards that are
granted. The Company’s share-based compensation plans provide for the granting of stock options and restricted
stock. The fair values of stock options are estimated at the date of grant using the Black-Scholes-Merton option
valuation model. The use of the Black-Scholes-Merton option valuation model requires the input of subjective
assumptions. The fair value of restricted stock awards is based on the fair market value of AAON common stock on
the respective grant dates, reduced for the present value of dividends.
Compensation expense is recognized on a straight-line basis over the service period of the related share-based
compensation award. Stock options and restricted stock awards, granted to employees, vest at a rate of 20% per
year. Restricted stock awards granted to directors historically vest one-third each year or, if granted on or after May
2019, vest over the shorter of directors' remaining elected term or one-third each year. Historically, if the employee
or director is retirement eligible (as defined by the Long Term Incentive Plans) or becomes retirement eligible
during service period of the related share-based compensation award, the service period is the lesser of 1) the grant
date, if retirement eligible on grant date, or 2) the period between grant date and retirement eligible date. All share-
based compensation awards granted on or after March 1, 2020 to retirement eligible employees or directors contain a
one-year employment requirement (minimum service period) or the entire award is forfeited. Forfeitures are
accounted for as they occur.
Derivative Instruments
In the course of normal operations, the Company occasionally enters into contracts such as forward priced physical
contracts for the purchase of raw materials that qualify for and are designated as normal purchase or normal sale
contracts. Such contracts are exempted from the fair value accounting requirements and are accounted for at the time
product is purchased or sold under the related contract. The Company does not engage in speculative transactions,
nor does the Company hold or issue financial instruments for trading purposes.
39
Revenue Recognition
On January 1, 2018, we adopted the new accounting standard FASB ASC Topic 606, Revenue from Contracts with
Customers, and all the related amendments to all contracts using the retrospective method. The impact at adoption
was not material to the consolidated financial statements. The new accounting policy provides results substantially
consistent with prior revenue recognition policies.
The Company recognizes revenue, presented net of sales tax, when it satisfies the performance obligation in its
contracts. The primary performance obligation in our contract is delivery of the requested manufactured equipment.
Most of the Company’s products are highly customized, cannot be resold to other customers and the cost of rework
to be resold is not economical. The Company has a formal cancellation policy and generally does not accept returns
on these units. As a result, many of the Company’s products do not have an alternative use and therefore, for these
products we recognize revenue over the time it takes to produce the unit. For all other products that are part sales or
standardized units, we satisfy the performance obligation when the control is passed to the customer, generally at
time of shipment. Final sales prices are fixed based on purchase orders. Sales allowances and customer incentives
are treated as reductions to sales and are provided for based on historical experiences and current estimates. Sales of
our products are moderately seasonal with the peak period being May-October of each year.
We are responsible for billings and collections resulting from all sales transactions, including those initiated by our
independent manufacturer representatives (“Representatives”). Representatives are national companies that are in
the business of providing heating, ventilation, and air conditioning (“HVAC”) units and other related products and
services to customers. The end user customer orders a bundled group of products and services from the
Representative and expects the Representative to fulfill the order. These additional products and services may
include controls purchased from another manufacturer to operate the unit, start-up services, and curbs for supporting
the unit (“Third Party Products”). All are associated with the purchase of a HVAC unit but may be provided by the
Representative or another third party. Only after the specifications are agreed to by the Representative and the
customer, and the decision is made to use an AAON HVAC unit, will we receive notice of the order. We establish
the amount we must receive for our HVAC unit (“minimum sales price”), but do not control the total order price that
is negotiated by the Representative with the end user customer. The Representatives submit the total order price to
us for invoicing and collection. The total order price includes our minimum sales price and an additional amount
which may include both the Representatives’ fee and amounts due for additional products and services required by
the customer. The Company is considered the principal for the equipment we design and manufacture and records
that revenue gross. The Company has no control over the Third Party Products to the end customer and the
Company is under no obligation related to the Third Party Products. Amounts related to Third Party Products are not
recognized as revenue but are recorded as a liability and are included in accrued liabilities on the consolidated
balance sheet.
The Representatives’ fee and Third Party Products amounts (“Due to Representatives”) are paid only after all
amounts associated with the order are collected from the customer. The amount of payments to our representatives
was $50.0 million, $46.1 million, and $47.8 million for each of the years ended December 31, 2020, 2019, and 2018,
respectively.
The Company also sells extended warranties on parts for various lengths of time ranging from six months to 10
years. Revenue for these separately priced warranties is deferred and recognized on a straight-line basis over the
separately priced warranty period.
Insurance Reserves
Under the Company’s insurance programs, coverage is obtained for significant liability limits as well as those risks
required to be insured by law or contract. It is the policy of the Company to self-insure a portion of certain expected
losses related primarily to workers’ compensation and medical liability. Provisions for losses expected under these
programs are recorded based on the Company’s estimates of the aggregate liabilities for the claims incurred.
40
Product Warranties
A provision is made for the estimated cost of maintaining product warranties to customers at the time the product is
sold based upon historical claims experience by product line. The Company records a liability and an expense for
estimated future warranty claims based upon historical experience and management’s estimate of the level of future
claims. Changes in the estimated amounts recognized in prior years are recorded as an adjustment to the liability and
expense in the current year.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and
liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the
reporting period. Because these estimates and assumptions require significant judgment, actual results could differ
from those estimates and could have a significant impact on our results of operations, financial position, and cash
flows. We reevaluate our estimates and assumptions as needed, but at a minimum on a quarterly basis. The most
significant estimates include, but are not limited to, the allowance for credit losses, inventory reserves, warranty
accrual, workers compensation accrual, medical insurance accrual, share-based compensation, and income
taxes. Actual results could differ materially from those estimates.
3. Revenue Recognition
Disaggregated net sales by major source:
Rooftop Units
Condensing Units
Air Handlers
Outdoor Mechanical Rooms
Water-Source Heat Pumps
Part Sales
Other
Net Sales
Years Ended December 31,
2020
2019
2018
(in thousands)
$
400,946
$
349,427
$
333,105
21,149
23,931
2,842
19,053
32,561
14,069
18,475
24,265
1,643
25,447
33,331
16,745
18,282
21,905
2,408
14,660
26,732
16,855
$
514,551
$
469,333
$
433,947
Other sales include freight, extended warranties and miscellaneous revenue.
Disaggregated units sold by major source:
Rooftop Units
Condensing Units
Air Handlers
Outdoor Mechanical Rooms
Water-Source Heat Pumps
Total Units
Years Ended December 31,
2020
2019
2018
15,713
1,920
2,073
33
6,492
26,231
14,448
1,738
2,372
33
7,716
26,307
15,273
2,007
2,500
38
5,334
25,152
41
4. Business Combination
On February 28, 2018, we closed on the purchase of substantially all of the assets of WattMaster Controls, Inc.
(“WattMaster”). The assets acquired consisted primarily of intellectual property, receivables, inventory, and fixed
assets. The Company also hired substantially all of the WattMaster employees. These assets and workforce will
allow us to accelerate the development of our own electronic controllers for air distribution systems. We funded the
business combination with available cash of $6.0 million. In May 2018, we paid the final working capital settlement
of $0.4 million with available cash. We have included the results of WattMaster’s operations in our consolidated
financial statements beginning March 1, 2018.
The following table presents the allocation of the consideration paid to the assets acquired and liabilities assumed,
based on their fair values, in the acquisition of WattMaster described above:
Accounts receivable
Inventories
Property, plant and equipment
Intellectual property
Goodwill
Assumed current liabilities
Consideration paid
(in thousands)
$
$
1,082
1,380
340
700
3,229
(354)
6,377
Goodwill represents the excess of the consideration paid for the acquired businesses over the fair value of the
individual assets acquired, net of liabilities assumed. Goodwill represents a premium paid to acquire the skilled
workforce of the business acquired and is deductible for federal income tax purposes.
5. Leases
We adopted ASU No. 2016-02, Leases (Topic 842), as amended, as of January 1, 2019, using the transition method,
which becomes effective upon the date of adoption. The transition method allows entities to initially apply the new
leases standard at the adoption date (January 1, 2019) and recognizes a cumulative-effect adjustment to the opening
balance of retained earnings in the period of adoption. In addition, we elected the package of practical expedients
permitted under the transition guidance within the new standard, which among other things, allowed us to carry
forward the historical lease classification. We have also elected the short-term lease measurement and recognition
exemption which does not require balance sheet presentation for short-term leases. The Company historically does
not enter into numerous or material lease agreements to support its manufacturing operations. Furthermore, any
lease agreements entered into are usually less than a year and for leases on non material assets such as warehouse
vehicles and office equipment.
Adoption of the new standard resulted in the recording of additional lease right of use assets and lease liabilities of
approximately $1.8 million as of January 1, 2019, which mostly relates to the multi-year facility lease assumed in
the 2018 WattMaster acquisition (Note 4). The cumulative-effect adjustment to the opening balance was immaterial
to the consolidated financial statements as a whole. The standard did not materially impact our consolidated net
earnings or cash flows. As of December 31, 2020, our right of use assets and lease liabilities are approximately
$1.6 million.
42
6. Accounts Receivable
Accounts receivable and the related allowance for credit losses are as follows:
Accounts receivable
Less: Allowance for credit losses
Total, net
Allowance for credit losses:
Balance, beginning of period
December 31,
2020
2019
(in thousands)
$
$
47,893 $
67,752
(506)
(353)
47,387 $
67,399
Years Ended December 31,
2020
2019
2018
(in thousands)
$
353 $
264 $
119
Provisions (recoveries) for expected credit losses, net of
adjustments
Accounts receivable written off, net of recoveries
153
—
91
(2)
Balance, end of period
$
506 $
353 $
174
(29)
264
7. Inventories
The components of inventories and the related changes in the allowance for excess and obsolete inventories are as
follows:
Raw materials
Work in process
Finished goods
Less: Allowance for excess and obsolete inventories
Total, net
December 31,
2020
2019
(in thousands)
$
76,238 $
68,842
2,088
7,154
85,480
(3,261)
$
82,219 $
1,825
5,578
76,245
(2,644)
73,601
Years Ended December 31,
2020
2019
2018
Allowance for excess and obsolete inventories:
(in thousands)
Balance, beginning of period
Provisions for excess and obsolete inventories
Inventories written off
Balance, end of period
$
$
2,644 $
1,210 $
1,118
1,108
(491)
1,454
(20)
152
(60)
3,261 $
2,644 $
1,210
43
8. Intangible Assets
Our intangible assets consist of the following:
Intellectual property
Less: Accumulated amortization
Total, net
Amortization expense recorded in cost of sales is as follows:
Amortization expense
9. Note Receivable
December 31,
2020
2019
(in thousands)
$
$
700 $
(662)
38 $
700
(428)
272
Years Ended December 31,
2020
2019
2018
(in thousands)
$
234 $
234 $
194
In connection with the closure of our Canadian facility on May 18, 2009, we sold land and a building in September
2010 and assumed a note receivable from the borrower secured by the property. The C$1.1 million, 15 year note has
an interest rate of 4.0% and is payable to us monthly, and has a C$0.6 million balloon payment due in October
2025. Interest payments are recognized in interest income.
We evaluate the note for impairment on a quarterly basis. We determine the note receivable to be impaired if we are
uncertain of its collectability based on the contractual terms. At December 31, 2020 and 2019, there was no
impairment.
10. Supplemental Cash Flow Information
Supplemental disclosures:
Interest paid
Income taxes paid, net
Non-cash investing and financing activities:
Non-cash capital expenditures
Years Ended December 31,
2020
2019
2018
(in thousands)
$
— $
— $
13,754
2,172
6
14,979
2,843
863
481
44
11. Warranties
The Company has warranties with various terms from 18 months for parts to 25 years for certain heat
exchangers. The Company has an obligation to replace parts if conditions under the warranty are met. A provision is
made for estimated warranty costs at the time the related products are sold based upon the warranty period, historical
trends, new products, and any known identifiable warranty issues.
Changes in the warranty accrual are as follows:
Warranty accrual:
Years Ended December 31,
2020
2019
2018
(in thousands)
Balance, beginning of period
$
12,652 $
11,421 $
Payments made
Provisions
Change in estimate
Balance, end of period
Warranty expense:
(5,751)
6,621
—
(6,816)
8,047
—
10,483
(7,869)
9,669
(862)
$
$
13,522 $
12,652 $
11,421
6,621 $
8,047 $
8,807
The change in estimate relates to the Company’s failure rate calculation. During 2018, in reviewing claims data, the
Company noted specific claims that were the result of an isolated incident and not representative of the Company’s
historical performance or representative of expected future claims. As such, these claims were accounted for as a
specific accrual for warranty liability and excluded from our failure rate that the Company utilizes in estimating
future claims.
12. Accrued Liabilities
At December 31, accrued liabilities were comprised of the following:
Warranty
Due to representatives
Payroll
Profit sharing
Workers' compensation
Medical self-insurance
Customer prepayments
Donations
Employee vacation time
Other
Total
13. Revolving Credit Facility
December 31,
2020
2019
(in thousands)
13,522 $
8,296
8,155
2,902
594
1,546
5,067
570
3,321
2,613
46,586 $
12,652
11,538
5,058
1,721
522
707
4,627
354
3,804
3,286
44,269
$
$
Our revolving credit facility (“BOK Revolver”), as amended, provides for maximum borrowings of $30.0 million
which is provided by BOKF, NA dba Bank of Oklahoma (“Bank of Oklahoma”). Under the line of credit, there was
one standby letter of credit totaling $1.8 million as of December 31, 2020. Borrowings available under the revolving
credit facility at December 31, 2020, were $28.2 million. Interest on borrowings is payable monthly at LIBOR plus
2.0%. No fees are associated with the unused portion of the committed amount. As of December 31, 2020 and 2019,
we had no balance outstanding under our revolving credit facility. The revolving credit facility expires on July 26,
2021. At December 31, 2020 and 2019, the weighted average interest rate of our revolving credit facility was 2.6%
and 4.3%, respectively.
45
At December 31, 2020, we were in compliance with our financial covenants. These covenants require that we meet
certain parameters related to our tangible net worth and total liabilities to tangible net worth ratio. At December 31,
2020 our tangible net worth was $350.9 million, which meets the requirement of being at or above $175.0
million. Our total liabilities to tangible net worth ratio was 0.3 to 1.0, which meets the requirement of not being
above 2 to 1.
14. Income Taxes
The provision for income taxes consists of the following:
Current
Deferred
Total
Years Ended December 31,
2020
2019
2018
(in thousands)
$
$
9,939 $
7,282 $
13,027
6,038
22,966 $
13,320 $
10,530
2,641
13,171
The provision for income taxes differs from the amount computed by applying the statutory federal income tax rate
before the provision for income taxes.
The reconciliation of the federal statutory income tax rate to the effective income tax rate is as follows:
Federal statutory rate
State income taxes, net of federal benefit
Excess tax benefits
Return to provision
Oklahoma amended tax returns
Other
Years Ended December 31,
2020
2019
2018
21.0 %
5.3 %
(3.2) %
0.1 %
— %
(0.7) %
22.5 %
21.0 %
5.2 %
(2.6) %
(1.4) %
(1.3) %
(0.9) %
20.0 %
21.0 %
6.0 %
(2.0) %
— %
— %
(1.0) %
24.0 %
Upon completion of the Company's 2018 tax return in 2019, the Company recorded additional benefit due to higher
than expected research and development credit of $0.6 million. Additionally in 2019, the Company determined it
could take advantage of an additional 1% tax credit in Oklahoma for years in which the Company's location was
deemed to be within an enterprise zone. The additional Oklahoma credit for being in an enterprise zone, or otherwise
allowable under Oklahoma law, resulted in a benefit of $1.2 million.
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets
and liabilities for financial reporting purposes and the amount used for income tax purposes.
46
The significant components of the Company’s deferred tax assets and liabilities are as follows:
December 31,
2020
2019
(in thousands)
Deferred income tax assets (liabilities):
Accounts receivable and inventory reserves
$
1,052 $
Warranty accrual
Other accruals
Share-based compensation
Donations
Other, net
Total deferred income tax assets
Property & equipment
Total deferred income tax liabilities
Net deferred income tax liabilities
3,776
747
4,102
297
2,457
12,431
(40,755)
$
$
(40,755) $
(28,324) $
835
3,523
1,919
3,906
194
2,140
12,517
(27,814)
(27,814)
(15,297)
We file income tax returns in the U.S., state and foreign income tax returns jurisdictions. We are subject to U.S.
examinations for tax years 2017 to present, and to non-U.S. income tax examinations for the tax years 2016 to
present. In addition, we are subject to state and local income tax examinations for tax years 2016 to present. The
Company continues to evaluate its need to file returns in various state jurisdictions. Any interest or penalties would
be recognized as a component of income tax expense.
15. Share-Based Compensation
On May 22, 2007, our stockholders adopted a Long-Term Incentive Plan (as amended, “LTIP”) which provided an
additional 3.3 million shares that could be granted in the form of stock options, stock appreciation rights, restricted
stock awards, performance units and performance awards, in addition to the shares from the previous plan, the 1992
Plan. Since inception of the LTIP, non-qualified stock options and restricted stock awards have been granted with a
five year vesting schedule. Under the LTIP, the exercise price of shares granted may not be less than 100% of the
fair market value at the date of the grant.
On May 24, 2016, our stockholders adopted the 2016 Long-Term Incentive Plan (as amended, “2016 Plan”) which
provides for approximately 8.9 million shares, comprised of 3.4 million new shares provided for under the 2016
Plan, approximately 0.4 million shares that were available for issuance under the previous LTIP that are now
authorized for issuance under the 2016 Plan, approximately 2.6 million shares that were approved by the
stockholders on May 15, 2018, and an additional 2.5 million shares that were approved by the stockholders on May
12, 2020.
Under the 2016 Plan, shares can be granted in the form of stock options, stock appreciation rights, restricted stock
awards, performance awards, dividend equivalent rights, and other awards. Under the 2016 Plan, the exercise price
of shares granted may not be less than 100% of the fair market value at the date of the grant. The 2016 Plan is
administered by the Compensation Committee of the Board of Directors or such other committee of the Board of
Directors as is designated by the Board of Directors (the “Committee”). Membership on the Committee is limited to
independent directors. The Committee may delegate certain duties to one or more officers of the Company as
provided in the 2016 Plan. The Committee determines the persons to whom awards are to be made, determines the
type, size and terms of awards, interprets the 2016 Plan, establishes and revises rules and regulations relating to the
2016 Plan and makes any other determinations that it believes necessary for the administration of the 2016 Plan.
47
The following weighted average assumptions were used to determine the fair value of the stock options granted on
the original grant date for expense recognition purposes for options granted during December 31, 2020, 2019, and
2018 using a Black Scholes-Merton Model:
Director and Officers:
Expected dividend yield
Expected volatility
Risk-free interest rate
Expected life (in years)
Employees:
Expected dividend yield
Expected volatility
Risk-free interest rate
Expected life (in years)
2020
2019
2018
$
0.33
$
0.32
$
31.63 %
0.64 %
5.00
29.54 %
2.40 %
5.00
$
0.32
$
0.32
$
31.39 %
0.67 %
5.00
29.54 %
2.38 %
5.00
0.26
29.73 %
2.20 %
5.00
0.26
29.82 %
2.51 %
5.00
The expected term of the options is based on evaluations of historical and expected future employee exercise
behavior. The risk-free interest rate is based on the U.S. Treasury rates at the date of grant with maturity dates
approximately equal to the expected life at the grant date. Volatility is based on historical volatility of our stock over
time periods equal to the expected life at grant date.
The following is a summary of stock options vested and exercisable as of December 31, 2020:
Range of
Exercise
Prices
Number
of
Shares
Weighted
Average
Remaining
Contractual
Life
Weighted
Average
Exercise
Price
Intrinsic
Value
(in thousands)
$7.18 - 36.95
$37.00 - 40.87
$41.37 - 66.98
Total
543,646
1,978
194,697
740,321
5.33 $
7.09
7.87
6.00 $
28.33 $
38.50
41.59
31.85 $
20,820
56
4,875
25,751
The following is a summary of stock options vested and exercisable as of December 31, 2019:
Range of
Exercise
Prices
Number
of
Shares
Weighted
Average
Remaining
Contractual
Life
Weighted
Average
Exercise
Price
Intrinsic
Value
(in thousands)
$7.18 - 34.10
$34.15 - 40.87
$41.37 - 50.68
Total
451,077
86,122
1,750
538,949
5.44 $
7.82
1.81
5.81 $
23.47 $
36.33
41.59
21.58 $
11,702
1,126
14
12,842
48
The following is a summary of stock options vested and exercisable as of December 31, 2018:
Range of
Exercise
Prices
Number
of
Shares
Weighted
Average
Remaining
Contractual
Life
Weighted
Average
Exercise
Price
Intrinsic
Value
(in thousands)
$5.67 - 32.80
$32.85 - 34.10
$34.15 - 42.94
Total
456,223
42,552
17,202
515,977
5.72 $
7.47
8.30
5.95 $
20.25 $
33.95
35.19
21.88 $
6,757
47
7
6,811
A summary of option activity under the plans is as follows:
Options
Outstanding at December 31, 2019
Granted
Exercised
Forfeited or Expired
Outstanding at December 31, 2020
Exercisable at December 31, 2020
Weighted
Average
Exercise
Price
36.32
45.13
33.21
40.64
39.00
31.85
Shares
3,627,047 $
1,053,302
(644,850)
(282,554)
3,752,945 $
740,321 $
The total pre-tax compensation cost related to unvested stock options not yet recognized as of December 31, 2020 is
$20.8 million and is expected to be recognized over a weighted-average period of 2.96 years.
The total intrinsic value of options exercised during the years ended December 31, 2020, 2019, and 2018 was $15.5
million, $8.1 million, and $5.4 million, respectively. The cash received from options exercised during the year ended
December 31, 2020, 2019, and 2018 was $21.4 million, $12.6 million, and $5.0 million, respectively. The impact of
these cash receipts is included in financing activities in the accompanying Consolidated Statements of Cash Flows.
A summary of the unvested restricted stock awards is as follows:
Restricted stock
Unvested at December 31, 2019
Granted
Vested
Forfeited
Unvested at December 31, 2020
Weighted
Average
Grant date
Fair Value
34.42
43.54
32.55
39.72
38.22
Shares
267,484 $
76,148
(110,075)
(8,866)
224,691 $
At December 31, 2020, unrecognized compensation cost related to unvested restricted stock awards was
approximately $4.7 million which is expected to be recognized over a weighted average period of 2.70 years.
49
A summary of share-based compensation is as follows for the years ended December 31, 2020, 2019, and 2018:
Grant date fair value of awards during the period:
(in thousands)
2020
2019
2018
Options
Restricted stock
Total
Share-based compensation expense:
Options
Restricted stock
Total
Income tax benefit related to share-based compensation:
Options
Restricted stock
Total
16. Employee Benefits
Defined Contribution Plan - 401(k)
$
$
$
$
$
$
12,615 $
20,442 $
3,316
4,631
15,931 $
25,073 $
12,932
3,609
16,541
2020
2019
2018
(in thousands)
8,312 $
9,145 $
3,030
2,654
11,342 $
11,799 $
5,344
2,518
7,862
2020
2019
2018
(in thousands)
2,698 $
1,197 $
519
575
3,217 $
1,772 $
980
353
1,333
We sponsor a defined contribution plan (the “Plan”). Eligible employees may make contributions in accordance with
the Plan and IRS guidelines. In addition to the traditional 401(k), eligible employees are given the option of making
an after-tax contribution to a Roth 401(k) or a combination of both. The Plan provides for automatic enrollment and
for an automatic increase to the deferral percentage at January 1st of each year and each year thereafter. Eligible
employees are automatically enrolled in the Plan at a 6% deferral rate and currently contributing employees deferral
rates will be increased to 6% unless their current rate is above 6% or the employee elects to decline the automatic
enrollment or increase. Administrative expenses are paid for by Plan participants. The Company paid no
administrative expenses for the years ended 2020, 2019, and 2018.
The Company matches 175% up to 6% of employee contributions of eligible compensation. Additionally, Plan
participant forfeitures are used to reduce the cost of the Company contributions.
Contributions, net of forfeitures, made to the defined
contribution plan
$
9,091 $
7,034 $
8,127
Years Ended December 31,
2020
2019
2018
(in thousands)
50
Profit Sharing Bonus Plan
We maintain a discretionary profit sharing bonus plan under which approximately 10% of pre-tax profit is paid to
eligible employees on a quarterly basis in order to reward employee productivity. Eligible employees are regular
full-time employees who are actively employed and working on the first and last days of the calendar quarter and
who were employed full-time for at least three full months prior to the beginning of the calendar quarter, excluding
the Company's senior leadership team.
Years Ended December 31,
2020
2019
2018
(in thousands)
Profit sharing bonus plan expense
$
11,593 $
7,448 $
6,165
Employee Medical Plan
We self-insure for our employees' health insurance. Eligible employees are regular full-time employees who are
actively employed and working. Participants are expected to pay a portion of the premium costs for coverage of the
benefits provided under the Plan. We estimate our self-insurance liabilities using an analysis provided by our claims
administrator and our historical claims experience. In addition, the Company matches 175% of a participating
employee's allowed contributions to a qualified health saving account to assist employees with our heath insurance
plan deductibles.
Years Ended December 31,
2020
2019
2018
(in thousands)
$
9,060 $
5,898 $
3,476
3,265
5,915
2,948
Medical claim payments
Health saving account payments
17. Stockholders’ Equity
Stock Repurchase
The Board has authorized three stock repurchase programs for the Company. The Company may purchase shares on
the open market from time to time, up to a total of 5.7 million shares. The Board must authorize the timing and
amount of these purchases and all repurchases are in accordance with the rules and regulations of the SEC allowing
the Company to repurchase shares from the open market.
Our open market repurchase programs are as follows:
Agreement Execution Date
May 16, 2018 1
March 5, 2019 1
March 13, 2020
Authorized Repurchase $
Expiration Date
$15 million
$20 million
$20 million
March 1, 2019
March 4, 2020
** 2
1 The 2018 and 2019 purchase authorizations were executed under 10b5-1 programs.
2 Expiration Date is at Board's discretion. The Company is authorized to effectuate repurchases of the Company's
common stock on terms and conditions approved in advance by the Board.
The Company also has a stock repurchase arrangement by which employee-participants in our 401(k) savings and
investment plan are entitled to have shares of AAON, Inc. stock in their accounts sold to the Company. The
maximum number of shares to be repurchased is contingent upon the number of shares sold by employee-
participants.
Lastly, the Company repurchases shares of AAON, Inc. stock from certain of its directors and employees for
51
401(k)
Directors &
employees
payment of statutory tax withholdings on stock transactions. All other repurchases from directors or employees are
contingent upon Board approval. All repurchases are done at current market prices.
Our repurchase activity is as follows:
2020
2019
2018
(in thousands, except share and per share data)
Program
Shares
Total $
$ per share
Shares
Total $
$ per share
Shares
Total $
$ per share
Open market
103,689 $ 4,987 $
48.10
5,799 $
200 $
34.46
252,272 $ 8,374 $
33.19
438,921 25,073
57.12
419,963 19,386
46.16
497,753 18,472
37.11
23,272
1,169
50.23
28,668
1,207
42.11
33,751
1,097
Total
565,882 $ 31,229 $
55.19
454,430 $ 20,793 $
45.76
783,776 $ 27,943 $
Inception to Date
(in thousands, except share and per share data)
Program
Shares
Total $
$ per share
Open market
401(k)
Directors & employees
Total
4,205,255 $
74,793 $
7,906,660
145,000
2,005,201
14,117,116 $
20,751
240,544 $
17.79
18.34
10.35
17.04
32.49
35.65
Dividends
At the discretion of the Board of Directors, we pay semi-annual cash dividends. Board approval is required to
determine the date of declaration and amount for each semi-annual dividend payment.
Our recent dividends are as follows:
Declaration Date
May 18, 2018
November 8, 2018
May 20, 2019
November 6, 2019
May 15, 2020
November 10, 2020
Record Date
June 8, 2018
November 29, 2018
June 3, 2019
November 27, 2019
June 3, 2020
November 27, 2020
Payment Date
July 6, 2018
December 20, 2018
July 1, 2019
December 18, 2019
July 1, 2020
December 18, 2020
Dividend per Share
$0.16
$0.16
$0.16
$0.16
$0.19
$0.19
We paid cash dividends of $19.8 million, $16.6 million, and $16.7 million in 2020, 2019, and 2018, respectively.
18. New Markets Tax Credit
On October 24, 2019, the Company entered into a transaction with a subsidiary of an unrelated third-party financial
institution (the “Investor”) and a certified Community Development Entity under a qualified New Markets Tax
Credit (“NMTC”) program pursuant to Section 45D of the Internal Revenue Code of 1986, as amended, related to an
investment in plant and equipment to facilitate the expansion of our Longview, Texas manufacturing operations (the
“Project”). In connection with the NMTC transaction, the Company received a $23.0 million NMTC allocation for
the Project and secured low interest financing and the potential for future debt forgiveness related to the Project.
Upon closing of the NMTC transaction, the Company provided an aggregate of approximately $15.9 million to the
Investor, in the form of a loan receivable, with a term of twenty-five years, bearing an interest rate of 1.0%. This
$15.9 million in proceeds plus capital contributed from the Investor was used to make an aggregate $22.5 million
loan to a subsidiary of the Company. This financing arrangement is secured by equipment at the Company's
Longview, Texas facilities and a guarantee from the Company, including an unconditional guarantee of NMTCs.
52
This transaction also includes a put/call feature that either of which can be exercised at the end of the seven-year
compliance period. The Investor may exercise its put option or the Company can exercise the call, both of which
could serve to trigger forgiveness of a portion of the debt. The value attributable to the put/call is nominal. The
Investor's interest of $6.3 million is recorded in New market tax credit obligation on the consolidated balance sheet.
The Company incurred approximately $0.3 million of debt issuance costs related to the above transactions, which
are being amortized over the life of the transaction.
The Investor is subject to 100 percent recapture of the NMTC it receives for a period of seven years, as provided in
the Internal Revenue Code and applicable U.S. Treasury regulations in the event that the financing facility of the
Borrower under the transaction (AAON Coil Products, Inc.) becomes ineligible for NMTC treatment per the Internal
Revenue Code requirements. The Company is required to be in compliance with various regulations and contractual
provisions that apply to the NMTC arrangement. Noncompliance with applicable requirements could result in the
Investor’s projected tax benefits not being realized and, therefore, require the Company to indemnify the Investor for
any loss or recapture of the NMTC related to the financing until such time as the recapture provisions have expired
under the applicable statute of limitations. The Company does not anticipate any credit recapture will be required in
connection with this financing arrangement.
The Investor and its majority owned community development entity are considered VIEs and the Company is the
primary beneficiary of the VIEs. This conclusion was reached based on the following:
•
•
•
•
the ongoing activities of the VIEs--collecting and remitting interest and fees and NMTC compliance--were
all considered in the initial design and are not expected to significantly affect performance throughout the
life of the VIE;
contractual arrangements obligate the Company to comply with NMTC rules and regulations and provide
various other guarantees to the Investor and community development entity;
the Investor lacks a material interest in the underling economics of the project; and
the Company is obligated to absorb losses of the VIEs.
Because the Company is the primary beneficiary of the VIEs, they have been included in the consolidated financial
statements. There are no other assets, liabilities or transaction in these VIEs outside of the financing transactions
executed as part of the NMTC arrangement.
19. Commitments and Contingencies
We are subject to various claims and legal actions that arise in the ordinary course of business. We closely monitor
these claims and legal actions and frequently consult with our legal counsel to determine whether they may, when
resolved, have a material adverse effect on our financial position, results of operations or cash flows and we accrue
and/or disclose loss contingencies as appropriate. We have concluded that the likelihood is remote that the ultimate
resolution of any pending litigation or claims will be material or have a material adverse effect on the Company’s
business, financial position, results of operations, or cash flows.
We are occasionally party to short-term, cancellable and occasionally non-cancellable, fixed price contracts with
major suppliers for the purchase of raw material and component parts. We expect to receive delivery of raw
materials for use in our manufacturing operations. These contracts are not accounted for as derivative instruments
because they meet the normal purchase and normal sales exemption. We had no material contractual purchase
obligations as of December 31, 2020.
20. New Accounting Pronouncements
Changes to U.S. GAAP are established by the FASB in the form of accounting standards updates (“ASUs”) to the
FASB’s Accounting Standards Codification.
We consider the applicability and impact of all ASUs. ASUs not listed below were assessed and determined to be
either not applicable or are expected to have minimal impact on our consolidated financial statements and notes
thereto.
In December 2019, the FASB issued ASU 2019-12, Income Taxes: Simplifying the Accounting for Income Taxes
(Topic 740). The ASU includes simplification of accounting for income taxes for franchise taxes, step up in tax
53
basis for goodwill as part of a business combination and interim reporting of enacted changes in tax laws. The ASU
is effective for the Company beginning after December 15, 2020. We do not expect ASU 2019-12 will have a
material effect on our consolidated financial statements and notes thereto.
21. Earnings Per Share
Basic net income per share is calculated by dividing net income by the weighted average number of shares of
common stock outstanding during the period. Diluted net income per share assumes the conversion of all potentially
dilutive securities and is calculated by dividing net income by the sum of the weighted average number of shares of
common stock outstanding plus all potentially dilutive securities. Dilutive common shares consist primarily of stock
options and restricted stock awards.
The following table sets forth the computation of basic and diluted earnings per share:
Numerator:
Net income
Denominator:
Basic weighted average shares
Effect of dilutive stock options and restricted stock
Diluted weighted average shares
Earnings per share:
Basic
Dilutive
Anti-dilutive shares:
Shares
22. Related Parties
2020
2019
2018
(in thousands, except share and per share data)
$
79,009 $
53,711 $
42,329
52,168,679
892,490
53,061,169
52,079,865
555,550
52,635,415
52,284,616
383,323
52,667,939
$
$
1.51 $
1.49 $
1.03 $
1.02 $
0.81
0.80
364,787
1,868,087
1,920,313
The Company purchases some supplies from an entity controlled by the Company’s Executive Chairman. The
Company sometimes makes sales to the Executive Chairman for parts. Additionally, the Company sells units to an
entity owned by a member of the CEO/President's immediate family. This entity is also one of the Company’s
Representatives and as such, the Company makes payments to the entity for third party products.
Following is a summary of transactions and balances with affiliates:
Sales to affiliates
Payments to affiliates
Due from affiliates
Due to affiliates
23. Subsequent Events
Years Ended December 31,
2020
2019
2018
(in thousands)
$
3,475 $
256
886 $
332
1,442
342
December 31,
2020
2019
$
(in thousands)
342 $
—
22
2
Subsequent to December 31, 2020 and through February 22, 2021, the Company repurchased 9,172 shares
for $0.6 million from employees for payment of statutory tax withholdings on stock transactions and 41,712 shares
for $3.0 million from our 401(k) savings and investment plan.
54
24. Quarterly Results (Unaudited)
The following is a summary of the quarterly results of operations for the years ended December 31, 2020 and 2019:
2020
Net sales
Gross profit
Net income
Earnings per share:
Basic
Diluted
2019
Net sales
Gross profit
Net income
Earnings per share:
Basic
Diluted
Quarter
First
Second
Third
Fourth
(in thousands, except per share data)
$
137,483
$
125,596
$
134,772
$
116,700
42,947
21,853
38,131
17,804
40,848
20,460
$
$
0.42
0.41
$
$
0.34
0.34
$
$
0.39
0.38
$
$
33,923
18,892 1
0.36 1
0.35 1
$
113,822
$
119,437
$
113,500
$
122,574
25,430
8,757
30,204
13,391
27,410
14,290
$
$
0.17
0.17
$
$
0.26
0.26
$
$
0.27
0.26
$
$
36,381
17,273
0.33
0.33
1The Company had a gain of $4.1 million, net of profit sharing and taxes, associated with insurance proceeds (Note
2) related to a damaged roof incurred by adverse weather earlier in the year, which impacted our basic and diluted
EPS by $0.08.
55
25. Segments
The following table summarizes certain financial data related to our segments. Transactions between segments are
recorded based on prices negotiated between the segments. Sales of units represents the selling price of our units
plus freight and other miscellaneous charges less any returns and allowances. Parts includes sales of purchased and
fabricated parts including our coils along with the related freight and less any returns and allowances. The “Other”
category in the table below includes certain sales cost and expenses that are not allocated to the reportable segments.
Asset information by segment is not easily identifiable or reviewed by the chief operating decision maker. As such,
this information is not included below.
Sales
Units
Parts - External
Parts - Inter-segment
Other
Eliminations
Net sales
Gross Profit
Units
Parts - External
Parts - Inter-segment
Other
Eliminations
Gross profit
Years Ended December 31,
2020
2019
2018
(in thousands)
$
480,629
$
434,283
$
406,331
34,577
24,236
(655)
(24,236)
35,424
28,053
(374)
(28,053)
28,456
29,385
(840)
(29,385)
$
514,551
$
469,333
$
433,947
$
164,048
$
121,878
$
108,214
15,592
(1,461)
(23,791)
1,461
17,301
985
(19,754)
(985)
13,215
865
(17,896)
(865)
$
155,849
$
119,425
$
103,533
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
Not Applicable.
Item 9A. Controls and Procedures.
(a) Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated
the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the
Exchange Act) as of December 31, 2020.
Our disclosure controls and procedures are designed to provide reasonable assurance that the information required to
be disclosed by us in reports that we file or submit under the Exchange Act is accumulated and communicated to our
management, including our principal executive and principal financial officers, as appropriate, to allow timely
decisions regarding required disclosure and is recorded, processed, summarized and reported within the time periods
specified in the rules and forms of the SEC. Based upon the evaluation, our principal executive and principal
financial officers have concluded that our disclosure controls and procedures were effective at December 31, 2020 at
the reasonable assurance level.
56
(b) Management’s Annual Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over our financial
reporting as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Our internal control over financial
reporting is a process designed by, or under the supervision of, our principal executive and principal financial
officers, and effected by our board of directors, management and other personnel, to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with U.S. GAAP.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may
deteriorate.
In making our assessment of internal control over financial reporting, management has used the criteria issued by the
Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in the 2013 Internal Control—
Integrated Framework. Based on our assessment, our management concluded that the Company maintained
effective internal control over financial reporting as of December 31, 2020.
The effectiveness of the Company’s internal control over financial reporting as of December 31, 2020 has been
audited by Grant Thornton LLP, our independent registered public accounting firm, as stated in their report which is
included in this Item 9A of this report on Form 10-K.
(c) 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
2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial
reporting.
57
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Stockholders
AAON, Inc.
Opinion on internal control over financial reporting
We have audited the internal control over financial reporting of AAON, Inc. (a Nevada corporation) and subsidiaries
(the “Company”) as of December 31, 2020, based on criteria established in the 2013 Internal Control—Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). In our
opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of
December 31, 2020, based on criteria established in the 2013 Internal Control—Integrated Framework issued by
COSO.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States) (“PCAOB”), the consolidated financial statements of the Company as of and for the year ended December
31, 2020, and our report dated February 25, 2021 expressed an unqualified opinion on those financial statements.
Basis for opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and
for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying
Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an
opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting
firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with
the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission
and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting
was maintained in all material respects. Our audit included obtaining an understanding of internal control over
financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating
effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered
necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and limitations of internal control over financial reporting
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.
/s/ GRANT THORNTON LLP
Tulsa, Oklahoma
February 25, 2021
58
Item 9B. Other Information.
None.
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 our definitive Proxy Statement to be filed with the Securities and
Exchange Commission in connection with our annual meeting of stockholders scheduled to be held on May 11,
2021.
Code of Ethics
We adopted a code of ethics that applies to our principal executive officer, principal financial officer, and principal
accounting officer or persons performing similar functions, as well as other employees and directors. Our code of
ethics can be found on our website at www.aaon.com. We will also provide any person without charge, upon
request, a copy of such code of ethics. Requests may be directed to AAON, Inc., 2425 South Yukon Avenue, Tulsa,
Oklahoma 74107, attention Scott M. Asbjornson, or by calling (918) 382-6242.
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 our definitive Proxy Statement to be filed with the Securities and Exchange
Commission in connection with our annual meeting of stockholders scheduled to be held on May 11, 2021.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters.
The information required by Item 403 and Item 201(d) of Regulation S-K is incorporated by reference to the
information contained in our definitive Proxy Statement to be filed with the Securities and Exchange Commission in
connection with our annual meeting of stockholders scheduled to be held May 11, 2021.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
The information required to be reported pursuant to Item 404 of Regulation S-K and paragraph (a) of Item 407 of
Regulation S-K is incorporated by reference in our definitive proxy statement relating to our annual meeting of
stockholders scheduled to be held May 11, 2021.
Our Code of Conduct guides the Board of Directors in its actions and deliberations with respect to related party
transactions. Under the Code, conflicts of interest, including any involving the directors or any Named Officers, are
prohibited except under any guidelines approved by the Board of Directors. Only the Board of Directors may waive
a provision of the Code of Conduct for a director or a Named Officer, and only then in compliance with all
applicable laws, rules and regulations. We have not entered into any new material related party transactions and have
no preexisting material related party transactions in 2020, 2019, or 2018.
Item 14. Principal Accountant Fees and Services.
This information is incorporated by reference in our definitive Proxy Statement to be filed with the Securities and
Exchange Commission in connection with our annual meeting of stockholders scheduled to be held May 11, 2021.
59
PART IV
Item 15. Exhibits and Financial Statement Schedules.
(a) Financial statements.
(1)
(2)
(3)
The consolidated financial statements and the report of independent registered public accounting
firm are included in Item 8 of this Form 10-K.
The consolidated financial statements other than those listed at item (a)(1) above have been
omitted because they are not required under the related instructions or are not applicable.
The exhibits listed at item (b) below are filed as part of, or incorporated by reference into, this
Form 10-K.
(b) Exhibits:
(3)
(4)
(A)
(B)
(A)
Amended and Restated Articles of Incorporation (ii)
Amended and Restated Bylaws (i)
Third Restated Revolving Credit and Term Loan Agreement and related documents (iii)
(A-1)
Amendment Thirteen (October 24, 2019) to Third Restated Revolving Credit Loan
Agreement (iv)
(4.16)
(10.1)
(10.2)
(10.3)
(21)
(23)
(31.1)
(31.2)
(32.1)
(32.2)
Description of Securities
AAON, Inc. 1992 Stock Option Plan, as amended (vi)
AAON, Inc. 2007 Long-Term Incentive Plan, as amended (vii)
AAON, Inc. 2016 Long-Term Incentive Plan (v)
List of Subsidiaries (vii)
Consent of Grant Thornton LLP
Certification of CEO
Certification of CFO
Section 1350 Certification – CEO
Section 1350 Certification – CFO
(101)
(INS)
Inline XBRL Instance Document
(101)
(SCH)
Inline XBRL Taxonomy Extension Schema
(101)
(CAL)
Inline XBRL Taxonomy Extension Calculation Linkbase
(101)
(DEF)
Inline XBRL Taxonomy Extension Definition Linkbase
(101)
(LAB)
Inline XBRL Taxonomy Extension Label Linkbase
(101)
(PRE)
Inline XBRL Taxonomy Extension Presentation Linkbase
(104)
(i)
(ii)
(iii)
(iv)
Cover Page Interactive Data File (embedded within the Inline XBRL Document and
included in Exhibit 101)
Incorporated herein by reference to the exhibits to our Form S-18 Registration Statement
No. 33-18336-LA.
Incorporated herein by reference to exhibits to our Annual Report on Form 10-K for the
fiscal year ended December 31, 2014.
Incorporated herein by reference to exhibit to our Form 8-K dated July 30, 2004.
Incorporated herein by reference to exhibit to our Form 8-K dated July 27, 2016.
60
(v)
(vi)
(vii)
(viii)
Incorporated herein by reference to our Form S-8 Registration Statement No. 333-212863
dated August 2, 2016, our Form S-8 Registration Statement No. 333-226512 dated
August 2, 2018, and our Form S-8 Registration Statement No. 333-241538 dated August
6, 2020.
Incorporated by reference to exhibits to our Annual Report on Form 10-K for the fiscal
year ended December 31, 1991, and to our Form S-8 Registration Statement No.
333-52824.
Incorporated herein by reference to our Form S-8 Registration Statement No.
333-151915, Form S-8 Registration Statement No. 333-207737, and to our Form 8-K
dated May 21, 2014.
Incorporated herein by reference to exhibits to our Annual Report on Form 10-K for the
fiscal year ended December 31, 2004.
61
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.
SIGNATURES
AAON, INC.
Dated: February 25, 2021
By:
/s/ Gary D. Fields
Gary D. Fields, Chief Executive Officer
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.
Dated: February 25, 2021
/s/ Gary D. Fields
Dated: February 25, 2021
Dated: February 25, 2021
Dated: February 25, 2021
Dated: February 25, 2021
Dated: February 25, 2021
Dated: February 25, 2021
Dated: February 25, 2021
Dated: February 25, 2021
Dated: February 25, 2021
Gary D. Fields
Chief Executive Officer, President, and Director
(principal executive officer)
/s/ Scott M. Asbjornson
Scott M. Asbjornson
Chief Financial Officer
(principal financial officer)
/s/ Rebecca A. Thompson
Rebecca A. Thompson
Chief Accounting Officer
(principal accounting officer)
/s/ Norman H. Asbjornson
Norman H. Asbjornson
Executive Chairman and Director
/s/ Angela E. Kouplen
Angela E. Kouplen
Director
/s/ Paul K. Lackey, Jr.
Paul K. Lackey, Jr.
Director
/s/ Caron A. Lawhorn
Caron A. Lawhorn
Director
/s/ Stephen O. LeClair
Stephen O. LeClair
Director
/s/ A.H. McElroy II
A.H. McElroy II
Director
/s/ Luke A. Bomer
Luke A. Bomer
Secretary
62
DESCRIPTION OF THE REGISTRANT’S SECURITIES
REGISTERED PURSUANT TO SECTION 12 OF THE
SECURITIES EXCHANGE ACT OF 1934
Exhibit 4.16
As of February 25, 2021, AAON, Inc., a Nevada corporation, (“AAON”) has one class of securities
registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), our
Common Stock.
Description of Common Stock
The following description of our Common Stock is a summary based on and qualified by our Amended and
Restated Articles of Incorporation of AAON, Inc. (as further amended to date, the “Articles of Incorporation”) and
our Bylaws (as amended to date, the “Bylaws”).
Authorized Capital Shares
Our authorized capital shares consist of 100,000,000 shares of common stock, $0.004 par value per share
(“Common Stock”), and 5,000,000 shares of series preferred stock, $0.001 par value per share (“Preferred Stock”).
The outstanding shares of our Common Stock are fully paid and nonassessable.
Voting Rights
Holders of Common Stock are entitled to one vote per share on all matters voted on by the stockholders,
including the election of directors. Our Common Stock does not have cumulative voting rights.
Dividend Rights
Subject to the rights of holders of outstanding shares of Preferred Stock, if any, the holders of Common
Stock are entitled to receive dividends, if any, as may be declared from time to time by the Board of Directors in its
discretion out of funds legally available for the payment of dividends.
Liquidation Rights
Subject to any preferential rights of outstanding shares of Preferred Stock, if any, holders of Common
Stock will share ratably in all assets legally available for distribution to our stockholders in the event of dissolution.
Other Rights and Preferences
Our Common Stock has no sinking fund or redemption provisions or preemptive, conversion or exchange
rights.
Listing
The Common Stock is traded on The Nasdaq Stock Market LLC under the trading symbol “AAON.”
Exhibit 23
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We have issued our reports dated February 25, 2021, with respect to the consolidated financial statements and
internal control over financial reporting included in the Annual Report of AAON, Inc. on Form 10-K for the year
ended December 31, 2020. We consent to the incorporation by reference of said reports in the Registration
Statements of AAON, Inc. on Forms S-8 (File No. 333-151915, File No. 333-207737, File No. 333-212863, File No.
333-241538 and File No. 333-226512).
/s/ GRANT THORNTON LLP
Tulsa, Oklahoma
February 25, 2021
Exhibit 31.1
I, Gary D. Fields, certify that:
CERTIFICATION
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 our 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;
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.
Dated: February 25, 2021
/s/ Gary D. Fields
Gary D. Fields
Chief Executive Officer
Exhibit 31.2
I, Scott M. Asbjornson, certify that:
CERTIFICATION
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 our 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;
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.
Dated: February 25, 2021
/s/ Scott M. Asbjornson
Scott M. Asbjornson
Chief Financial Officer
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of AAON, Inc. (the “Company”), on Form 10-K for the year ended
December 31, 2020, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I,
Gary D. Fields, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant
to § 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities
Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial
condition and our results of operations.
Dated: February 25, 2021
/s/ Gary D. Fields
Gary D. Fields
Chief Executive Officer
Exhibit 32.2
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, 2020, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I,
Scott M. Asbjornson, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted
pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities
Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial
condition and our results of operations.
Dated:
February 25, 2021
/s/ Scott M. Asbjornson
Scott M. Asbjornson
Chief Financial Officer
Gary D. Fields
Mr. Fields has served as Chief Executive Officer of
AAON since 2020, as President of the Company
since 2016, and a director of the Company since
2015. Mr. Fields been involved in the HVAC industry
for over 35 years. From 1983 to 2012, he was an
HVAC equipment sales representative at and, from
2002 to 2012, a member of the ownership group
of Texas AirSystems, the largest independent HVAC
equipment and solutions provider in the state of
Texas. Mr. Fields also served as President of AAON
Coil Products, Inc from 2018 to March 2020.
Rebecca A. Thompson
Ms. Thompson has served as Chief Accounting
Officer and Treasurer of the Company since 2017,
and Chief Accounting Officer of the Company
since 2012. Ms. Thompson previously served as
a Senior Manager at Grant Thornton, LLP where
she had 11 years of experience in the assurance
division. Ms. Thompson is a licensed certified
public accountant.
Rony D. Gadiwalla
Mr. Gadiwalla has served as Vice President of
Information Technology and Chief Information
Officer since 2018. Mr. Gadiwalla has served
as Director of Information technology since 2014,
Manager of Project Management Office from
2012 to 2014, and Engineering Automation
Manger from 2009 to 2012. Mr. Gadiwalla has
been with the Company since 2004, and has
a bachelor’s degree in Software Engineering.
Scott M. Asbjornson
Mr. Asbjornson has served as Vice President,
Finance, and CFO of the Company since 2012.
Mr. Asbjornson joined the Company in 1990 and
is the son of the Company’s CEO, Norman H.
Asbjornson. Mr. Asbjornson has an MBA and
has held various leadership positions with the
Company, including Vice President (2007-2010)
and President (2010-2012) of AAON Coil Products,
Inc. He also serves as Vice President, Finance,
and CFO of AAON, Inc.
Stephen E. Wakefield
Mr. Wakefield has served as Vice President
of Engineering since 2018. Mr. Wakefield
previously served as Director of Engineering,
Director of Design and Engineering Operations,
Senior Manager of Research and Development,
and Design Engineering Manager. Mr. Wakefield
has been with the Company since 1999, and has
a bachelor’s degree in Mechanical Engineering
Technology.
Gene Stewart
Mr. Stewart has served as Vice President for the
Company and President of AAON Coil Products,
Inc. since 2020. Mr. Stewart previously served
as the Aftermarket Business Leader – Parts and
Warranty Service for the Company from January
2013 through January 2015. Mr. Stewart served
as the Parts Sales and Distribution Leader for
Texas AirSystems from April 2009 through 2012
and prior to that spent over 11 years in the
HVAC industry.
Transfer Agent and
Registrar
Issuer Direct
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
General Counsel
Johnson & Jones, P.C.
Two Warren Place
6120 South Yale Avenue,
Suite 500
Tulsa, Oklahoma 74136
Investor Relations
Joseph Mondillo
Director of Investor Relations
(617)877-6346
joseph.mondillo@aaon.com
Executive Offices
2425 South Yukon Avenue
Tulsa, Oklahoma 74107
Common Stock
NASDAQ-AAON
Company officersBoard of DirectorsNorman H. Asbjornson
Executive Chairman
Mr. Asbjornson has served as Executive Chairman
of AAON since 2020 and a director of AAON since
1989. Mr. Asbjornson also served as President of
AAON from its inception until November 2016, and
Chief Executive Officer of AAON from its inception
until May 2020. Mr. Asbjornson also serves as the
Chairman of the Board of AAON Coil Products,
Inc., a wholly owned subsidiary. Mr. Asbjornson
is one of the founders of the Company, and his
intimate knowledge of the HVAC industry, both
from a technical and a business perspective,
brings to the Board a unique insight into the
Company’s operations in particular, as well as
the environment in which the Company operates.
Angela E. Kouplen
Ms. Kouplen was elected as a director of the
Company in 2016. Ms. Kouplen has over 20 years
of experience at multiple energy companies, with
an emphasis on information technology, contract
management, sourcing/vendor relations, human
resource management, strategy and governance.
From 2012 through 2014, Ms. Kouplen served
as Director - Talent Acquisition and Leadership of
WPX Energy, and from 2015 to 2016, Ms. Kouplen
served as Vice President - Information Technology
of WPX Energy. From 2016 to November 2018 Ms.
Kouplen served as Vice President of Administration
and Chief Information Officer of WPX Energy and
from November 2018 to present currently serves as
Senior Vice President of Administration and Chief
Information Officer.
Caron A. Lawhorn
Ms. Lawhorn was elected as a director of the
Company in 2019 and currently serves as the
Audit Committee Chair. Ms. Lawhorn is a certified
public accountant, and currently serves as
Senior Vice President and Chief Financial Officer, of
ONE Gas, Inc., a standalone one hundred percent
regulated publicly traded natural gas utility.
Prior to her current role, she served as Senior Vice
President, Commercial, a position she held from
ONE Gas's separation from ONEOK in 2014. She
served in the same position at ONEOK, since 2013.
Gary D. Fields President/CEO/Director
Paul K. Lackey, Jr.
Mr. Lackey has served as a director of the
Company since 2007 and
is Chair of the
Governance Committee. Between April 2002
and October 2005 Mr. Lackey served as CEO and
President of The NORDAM Group, a privately held
aerospace company. Between October 2005
and December 2008 Mr. Lackey served as the
Chairman and CEO of The NORDAM Group.
Between January 2009 and December 2011
Mr. Lackey served as the Executive Chairman of
the Board of The NORDAM Group. Since January
2012, Mr. Lackey has served as the Chairman of
the Board of The NORDAM Group.
HD
finance,
positions.
Supply Waterworks)
Stephen 0. LeClair
Mr. LeClair was elected as a director of
the Company in 2017. Mr. LeClair has 25
in various executive,
years of experience
and
sales
manufacturing,
operational
LeClair
Mr.
currently serves as CEO of Core & Main
a
(formerly
position he has held since 2017, and in suchrole
is responsible for leading the nation’s largest
distributor of water, sewer, storm and fire
protection products. Prior to his current role, he
served as President of HD Supply Waterworks
from 2011 to 2017, Chief Operating Officer of
HD Supply Waterworks from 2008 to 2011, and
President of HD Supply Lumber and Building
Materials from April 2007 until its divestiture to
ProBuild Holdings in 2008. Mr. LeClair joined HD
Supply in 2005 as Senior Director of Operations.
A.H. McElroy, II
Mr. McElroy has served as a director of the
is Chair of the
Company since 2007 and
Compensation Committee. From 1997 to present,
Mr. McElroy has served as President and CEO of
McElroy Manufacturing, Inc., a manufacturer of
fusion equipment and fintube machines.
Company officersBoard of DirectorsTHE ONGOING SUCCESS OF OUR COMPANY CAN BE
DIRECTLY ATTRIBUTED TO OUR EMPLOYEES
ANGEL ACEDO
RAUL ACEDO ZELAYARAN
MIRIAN ACOSTA
MA ACOSTA DE AGUAYO
ANDRES ACOSTA-LUJAN
RAQUEL ACUNA SEGURA
ENRIQUETA ADAME
DAKOTA ADAMS
PAUL ADAMS
REBECCA ADAMS
RYAN ADAMS
DERRICK ADAMS
JAMILAH ADAMS
JOHN ADAMS
LATOYA ADAMS
ROBERT ADAMS JR.
YOLIMAR AGELVIS ARELLANO
JUAN AGUAYO
LEONARD AGUILAR, JR
ARLEEN AIZAWA
DANIEL ALAGDON
MARIANA ALBARRAN BOLIVAR
MARQUIS ALEXANDER
SHARON ALEXANDER
JIMMY ALEXANDER
THOMAS ALEXANDER
SHANNON ALFORD
NADER AL-HASHMI
CHARLES ALLEN
DANIEL ALLEN
JOHN-PAUL ALLEN
SCOTTY ALLEN
STEVEN ALLEY
SONIA ALTER ESPINA
ISRAEL ALTER GRANADO
ARMANDO ALTRIAGA JIMENEZ
YACKSENDEL ALVARADO
MALDONADO
BILLY ALVERSON, III
SARAH ANDERSEN
KS ANDON
WILLIE ANDREWS
JOSEPH ANDRUS
THOMAS ANGEI
WESLEY ANSELME
KAYRIN ANTON
LAURA ARAUJO GONZALEZ
CLYDE ARCHER
JESUS ARELLANES RAMIREZ
JAVIER ARELLANO
FIDEL ARGUMEDO RANGEL
JOSHUA ARMAS
DAVID ARMSTRONG
JERI ARMSTRONG
KIMBERLY ARNONE
GERARDO ARROYO
ROSA ARROYO SANCHEZ
ROGELIO ARTEAGA
NORMAN ASBJORNSON
SCOTT ASBJORNSON
MARIA ASENCIO
JOHN ASHLEY, JR
DAVID ASHLOCK
TIMOTHY ASIMAKIS
LEELAND ATEN
FATANIA ATTAN
JERAD AUNKO
CODY AUSBROOK
ROBERT AUSMUS
STEVEN AUTEN
OSCAR AVELAR
JOSEPH AVILA
JOSE AVILA
GUSTAVO AVILA GARCIA
SENG AWNG
ORLANDO AYALA
JASON AYDELOTTE
KRISTIN AYLETT
NORA BACKUS
JACOB BAIER
JEFFERY BAILEY
DWIGHT BAKER
JUAN BALANDRAN
JOHN BALDWIN
PEDRO BALTAZAR
RITCHIE BALTIMORE
AMISS BANDA
CLAUDIA BANDA
RAMON BARAZARTE MENDOZA
MYLES BARBER
JOHN BARFIELD
GREGORY BARKER, JR.
DAVID BARKLEY
JUSTIN BARLETT
LEROY BARNABAS
DAVID BARNETT
ANA BARRAGAN DE ALTENEH
LITZY BARRERA ROMERO
TERESA BARRON
FRANCISCO BARTOLO GAONA
SHERRY BATES
JAMES BAUGH
STUART BAUGH
JOSEPH BAWI
ROGER BEAIRD
SHANNON BECK
LIONEL BECKMAN
PHILLIP BEECHAM
LEGEN BELCHER
EFTON BELL
SHAWNTRELLE BELL
BRANCE BELL
JASON BELL
KENNETH BELL
MEKALA BELL
RUBEN BELLIDO FERRER
KIMBERLY BENDER
DAVID BENHAM
PETRA BENITEZ
FRANCIS BENNETT, JR.
JOSEPH BENOIT
BONNIE BENSON
JARED BENTON
IDA BERMUDEZ
LIDIA BERNAL BECERRA
MARIA BERROSPES
DAVID BERRY
ANTHONY BERTON
ANDRES BESERRA
SERGIO BESERRA
DANIEL BIGBY
KENNETH BIGHAM JR
JEFFREY BILLY
PHILLIP BINFORD
JESSICA BIRDWELL
JAMES BIRMINGHAM
BRADLEY BLACET
CLARK BLACK II
ETHAN BLACKMAN
DAVID BLEVINS
DEVON BLOOD
JAMES BOBBITT
NICHOLAS BOBBITT
CHARLES BOELLSTORFF
RALPH BOHN, JR
LAM BOI
LHING BOI
THANG BOI
ADELTRUDES BOND
JOSHUA BONEY
MICHAEL BONEY
ROGER BORJA BARREIRO
CINDY BOSTICK
LARRY BOWERS
EUGENE BOWMAN
KYLE BOWMAN
ALAYSHA BOYCE
CHARMAINE BOYCE
JOHN BOYD
JUSTIN BOYD
WYNETTA BOYD
JOHN BOZONE JR.
MARC BRADBURY
BRIAN BRADFORD
JAIME BRAME
ERIK BRANTNER
JUAN BRAVO SANCHEZ
KATHLEAN BRELAND
SETH BRESSLER
LANDON BRIDGES
QUINTON BROADNAX
JOE BROCK
ARLUNDA BROOKS
WINSTON BROSEKE
ARIELLE BROWN
CLARA BROWN
DOMINIQUE BROWN
JAMES BROWN
MITCHELL BROWN
STEVEN BROWN
VENUS BROWN
JAVAN BROWN II
JOHNNY BROWN, JR.
CHRISTOPHER BRYANT
MINH BUI
VAN BUI
JAMES BUIE
ROBBIN BULLARD
JASON BUNNELL
SCOTT BURGESS
LATISHA BURKHALTER
BLAKE BURNETTE
ROBYN BURNETTE
CLIFTON BURRUS
HALEY BUSBY
WAYNE BUSH
JEROME BUSH
VERENICE BUSTOS
ADRIAN BUTLER
ROSA BUTLER
JOSEPH BYRAMS
JEVESTER BYRAMS
ISABELLE CABRERA
JANIBAL CABUDOY
ALEJANDRO CADENA
FERMIN CADENA
MARBELLA CADENA
CLEVELAND CAGE, JR.
YOSMAR CALDERA HERNANDEZ
MARGARITO CALDERON
SANDRA CALDWELL
TYLER CALICO
JORGE CALIXTO
EDWARD CALLOWAY
MARIA CAMACHO
TEVIN CAMERON
RUSTI CAMPBELL
DAVID CAMPBELL
ODESS CAMREN
GILDA CANNADY
JESSE CANO JR
MARIKIA CAPERS
BILLY CARDER
DREW CARDOZA
GINA CARGILE
DAVID CARISTA
TODD CARNER
WILLIAM CARNLEY
MARIELYS CARPIO
LISA CARRIERO
MICHAEL CARRILLO
VINCENT CARSON
KEYSHAWN CARTER
ROBERT CARTWRIGHT
ISMAEL CARVAJAL
CRISTOBAL CARVAJAL COLORADO
ARACELI CARVAJAL MENDOZA
TARICCA CASEY
NICOLE CASH
BEATRIZ CASIANO
JORGE CASTELLANOS
MARIO CASTRO JR.
ALEJANDRO CASTRO REYES
ESTEPHANY CAVELLO-GONZALEZ
BRIAN CAVNER
HECTOR CAZARES
KARI CECIL
CORNELIO CEJA GRIMALDO
FRANCISCO CERVANTES
LILIA CERVANTES
BRYAN CHADWELL
FABIAN CHAIREZ HERNANDEZ
GUADALUPE CHAIREZ-GALAN
LARRY CHALK
ZO CHAMA
RICKY CHAMBLISS
ROBERT CHANEY
PATRICK CHAPMAN
RICHARD CHASE
ALEEX CHATKEHOODLE
EDGAR CHAVEZ
GREGORY CHAVEZ
REBECCA CHEEK
ZHENYU CHEN
KEVIN CHESTNUT
CHRISTOPHER CHOATE
CONNER CHOATE
EDDIE CHOATES
TERRANCE CHOICE JR
MANGKHONGAM CHONGLOI
ANGEL CHOURIO ALBORNOZ
AWI CIANG
MAU CIIN
NING CIIN
KHAM CIN
LANG CIN
LUAN CIN
PAUL CIN
TUAN CIN
VUNG CIN
VUNGH CIN
AIH CING
ANGELA MAN CING
AWI CING
CIANG CING
CIN CING
CING CING
DIM K CING
DIM L CING
GLORY CING
LIAN H CING
LIAN L CING
LUN L CING
LUN CING
MAN L CING
MAN CING
MAN D CING
MAN S CING
NANG CING
NEM CING
NGOIH CING
NIANG L CING
NIANG S CING
NUAM S CING
NUAM CING
SAN CING
VUNG CING
ZEN N CING
ZEN CING
THERESA CING KOK
DAVID CIRIACO
JUSTIN CLAIBORNE
LOURDES CLANCE
CHRISTINA CLARK
GEORGE CLARK
ANDREUS CLARK
JASON CLARK
SAMUEL CLARK, JR.
TONYA CLEEK
JUAN CLEMENTE VALLADARES
Company EmployeesWILLIAM CLEVELAND
CLIFTON CLINE
DEVONTA COATS
MARK COBB
ROBBIE COBBLE
TROY COCKRUM
BRANDON COLBERT
ROBERT COLE
MICHAEL COLE
CLAYTON COLLINS
MYRA COLLINS
ASHLEY COLLINS
TIM COLLINSWORTH
DAVID COLSON
AARON COLUMBUS
JAMES CONAWAY
BOBBY CONDITT
DALE CONKWRIGHT
JOSEPH CONLEY
RAQUEL CONN
DAMON CONN
JUDE CONNOLLY
MARK COOK
MICHAEL COOK
RAYMOND COOK
ALFRED COOKS
ALAINA COOKS
MICHAEL COOLIDGE
SCOTT COON
DONNA COONFIELD
JAMES COOPER
GREGORY COOPER
MICHELLE COPELAND
STACEY CORDELL
MARIANA CORDOVA
GENOVEVA CORONA DE RIVERA
MICHAEL CORTEZ
CALEB COTTON
FRED COTTON
VERNON COUSINO
ENOCH COX
ADRIAN CRABTREE
JACOB CRABTREE
KATHLEEN CRABTREE
STEPHAN CRABTREE
BRADLEY CRAWFORD
KAYDRA CRAWFORD
WALTER CRAWLEY
COURTNEY CRAYNE
JACOB CRAYNE
BRADLEY CREWS
ZOEY CRITES
DAVID CRONISTER
DARRELL CROW
FAWN CROWDER
SARAH CROWLEY
CHRIS CUMMINGS
ROBERT CUMMINGS
CLIFTON CURRY
KEVIN CYRUS
ZIRAM DAHKUM
ZAWNG DAI
CING DAL
GIN DAL
JOHN DAL
NENG DAL
LIAN DAL
HENLEY DANG
JUSTIN DANIELS
JOHN DANIELS
RICHARD DANIELSON
JUNIE DARE
GERYL DAULONG
TARSISIO DAVID
JENIFUR DAVIDSON
CAMERON DAVIS
DARRYL DAVIS
JERRY DAVIS
LARRY DAVIS
MATTHEW DAVIS
RICHARD DAVIS
TERRANCE DAVIS
VERONICA DAVIS
CHAD DAVIS
SKYLER DAVIS
BILLY DAVIS, JR.
MYRA DAWSON
DANIEL DE CASAS
EVA DE LA TORRE
YOANA DE LA TORRE
COREY DEAN
ZACHARY DECKER
SETH DeCOUX
LUIZ DELACRUZ
ISMAEL DELAPAZ
MATIAS DELAPENA JR
DOREEN DELEO
JUANA DELOBO
RAQUEL DELUNA
MATTHEW DEMAREE
RUSSELL DEMOSS
BARRY DENNIS
HELEN DENNIS
MICHAEL DENNIS
JOSEPH DENTON
PATRICIA DENTON
JOSHUA DESHAZER
MATTHEW DESHAZER
AUDENCIA DEVILLA
ROY DEVILLE
JESSICA DEWITT
SRIJAN DHAKAL
JONATHAN DIAZ
MARIANNA DIGIAMMO
CIANG DIM
CIING DIM
DON DIM
HAU DIM
MAN DIM
MONICA CING DIM
NIANG DIM
THANG DIM
VUNG DIM
CATHERINE DIMICK
JOHAN DINA
LIAN DING
CONG DINH
QUANG DINH
TIEN DINH
DANE DIXSON
AUSTIN DODSON
PABLO DOMINGUEZ
SOL DOMINGUEZ
NIANG DON
ANDREW DONATO
WAYNE DONATO
CIN DONG
MKSING DOPMUL
NANG DOPMUL
NGAILAM DOPMUL
NIANGNUAM DOPMUL
THANGMINLIAN DOPMUL
VUNGLAM DOPMUL
TERRELL DOPSON
TIMOTHY DOWNS
JORDAN DOZIER
ROGER DRAINE
SENECA DRENNAN
TYLER DRESSLER
JASON DUARTE
CATHRYN DUBBS
SAMUEL DUELL HARRIS
THERESA DUGAN
CASSY DUNN
GUY DUNN
JUSTIN DUNN
LANIKA DUNN
WHITNEY DUNN
FERNANDO DURAN MIGUEL
RALPH DURBIN
KYLE DURNING
MATTHEW DURRANCE
CHRISTOPHER EASON
BOANERGES ECHEVERRIA TEJADA
KRYSTLE EDENS
MARDIN EJERCITO
CHRISTOPHER ELLERS
JEANNE ELLIS-RAPSON
AUSTIN EMBRY
KHAM EN THANG
TINISHA ENGLISH
WILLIAM EPLEY JR
MYNINA ERNIST
BENJAMIN ERNST
STEVEN ERVIN
CARLOS ESCOBAR KANAN
JUWANGIU ESIWILI
DWIGHT ESKEW
NORBERTO ESPARZA-TORRES
JOAN ESPINA MATHEUS
DEQUAILEN ESPY
JEANIE ESTIPONA
DELIA ESTRADA
TYLER EVANS
CHAD EVERS
KURTIS EWING
JESSE EWTON
JHASTON FAGGANS
ARACELY FAGLIE
SHAWN FAIRLEY
JESSICA FARIA PORTILLO
AMY FEHNEL
CATALINA FERNANDEZ
CARLOS FERREBUS RIVAS
ROBERTO FERREBUZ RIVAS
GUSTAVO FERRER ARBAIZA
ALFRED FETTERHOFF, JR
GARY FIELDS
THOMAS FIERROS
V CHOK FILIPUS
CARLINTA FILLAS
ANDREW FINCH
JESSICA FINKBINER
WILLIAM FINLEY
BRITTNEY FISHER
BRUCE FISHER
JEFFREY FISHER
SAMUEL FISHER
ISAAC FLAHERTY
SHAKARIAH FLAMER
CHASTINEY FLETCHER
PHILIP FLOOD
EFIGENIA FLORES
CAROLINA FLORES
ELISA FLORES
GLORIA FLORES
LAURA FLORES
MARTIN FLORES-LOYA
JON FLOYD
MARCUS FLOYD
MARK FLY
AARON FORBIS
CARLOS FORD
REBECCA FORD
GULLIVER FORRESTER
CHAD FORTENBERRY
CHRISTOPHER FOSTER
FREDERICK FOSTER
WYEATHA FOSTER
XAVIER FOSTER
LORETTA FOWLKES
KENNETH FOYIL
EYLIDD FRANCO
RUBEN FRANCO GOMEZ
PHILLIP FRANK
WARREN FRANKLIN
ELVIS FRASCINI
GREGORY FRAZER
ROGER FRAZIER
KIMBERLY FREEMAN
JOSE FREGOSO
ANGEL FRIAS
TIMOTHY FRIAS
BRANDON FRICK
SHILAH FRIDAY
BARRY FRIEND
DERECK FROST
BRANDON FULLINGTON
LUIS FUMERO PEREZ
ANDRE FURMAN
DANIEL FYFFE
RONY GADIWALLA
LATOYA GAINES
SARA GAITHER
ANDRES GALVAN
ALEJANDRO GAMEZ GARZA
ALEYDA GAONA DE MARTINEZ
MARIA GARAY
FRANCISCO GARAY CORONA
ANGEL GARCIA
YARITZA GARCIA
JAIME GARCIA
JOE GARCIA
ISIDRO GARCIA ARRIAGA
TERESITA GARCIA DIAZ
LESLIE GARCIA TAPIA
ROGER GARCIA TAPIA
KARINA GARCIA TREJO
QUINCY GARDNER
EBARDO GARI GARCIA
NORMA GARIBAY VILLENA
MICHAEL GARLAND, JR.
JAMES GARNER
CASON GAROUTTE
NERY GARRIDO REYES
ALEXIS GARZA
Company EmployeesLLOYD GATES
GREGORY GENTRY
JOSHUA GENTRY
CHASTON GEORGE
JAMES GEORGE
TIFFANEY GEORGE
KURSTON GERTY
PETR GETMANENKO
GABRIEL GIACHINO
CHARLES GIBSON
KEILA GILL
WILLIAM GILL
CONNIE GILLIAM
KAREN GILLISPIE
WILLIE GILMORE
KYRANNA GILSTRAP
SHARON GIVENS
JOSE GOMEZ
REIQUEL GOMEZ
MARIA GOMEZ
MARIA GOMEZ MEDINA
RUDY GONZALES
SAMUEL GONZALES
CARMEN GONZALEZ
MARISELA GONZALEZ
PILAR GONZALEZ
IMELDA GONZALEZ
ABRUM GONZALEZ ALTER
NUVIA GONZALEZ CANIZALEZ
MARIA GONZALEZ DE CAVELLO
ISMAEL GONZALEZ LOEZA
VICTOR GONZALEZ PAOLINI
LIDIA GONZALEZ RIVERA
DELFIN GONZALEZ VILLAMIZAR
DAMON GOODAY
BARRY GOODSON
STEPHEN GOODSON
JASON GRAHAM
CLOTHERE GRAMMONT
BUENAVENTURA GRANADOS-
RUBIOS
MEKION GRANT
APRIL GRAUGNARD
DREW GRAY
ANTHONY GREEN
DAVID GREEN
STARLA GRIFFIN
RONALD GRIMES
JOHN GRUNDMANN
RACHEL GRUNDMANN
JUAN GUERRA MEDINA
GERARDO GUERRERO
CASTELLANOS
MARIA GUEVARA
RODOLFO GUEVARA
MAKALA GUICE
CAROLINA GUILLEN
RONALD GUINN
VERNICE GUINN
AARON GUNN
BRANDON GUNTER
GILBERTO GUTIERREZ
SILVIA GUTIERREZ MENDOZA
EUGENE GUY
RONNIE GUYNN
GEORGINA GUZMAN
LUIS GUZMAN
HUGH HA
SCOTTY HAGLER
DAMON HAIL
NGAM HAK
TIMOTHY HALBERT
REBECCA HALE
JOSHUA HALFPAP
DENNIS HALL
KELLY HALL
STEPHEN HALL
PIERRE HALL
STEPHANIE HALL
ZACHARY HALSEY
G. SCOTT HAMILTON
JEFFREY HAMMONS
CHRISTOPHER HAMON
KIPPEY HAMPTON
CIN HAN
MUNG HANG
THANG HANG
LAL HANGSAWK
LAM HANGSAWK
CAITLYN HANSON
CHIN HAOKIP
HEVEI HAOKIP
KONKHOGIN HAOKIP
LHUN HAOKIP
NEM HAOKIP
PAO HAOKIP
DEREK HARBIN, SR.
SCOTT HARJO
BRUCE HARMAN, II
STACEY HARRIS
DONALD HARRIS
JERRY HARRIS
JOSHUA HARTMAN
ROBI HARTMANN
JORDAN HARVEY
DUSTIN HASBROUCK
HEATHER HASKINS
ARCHIE HASS III
CING HAU
CING N HAU
KAM HAU
THANG HAU
NENG HAU LIAN
DEVARDUUS HAWKINS
ERIC HAWKINS
JALAN HAWKINS
BILLY HAWLEY, JR.
JOSHUA HAWPE
LUCAS HAYS
STEVEN HEAD
RYAN HEDRICK
ANDREA HEIDT
TERRENCE HEINBERG
LUKE HEMPHILL
DANIEL HENDERSON
ERIC HENDERSON
CHAKIRIS HENDERSON
MELISSA HENLEY
KENNETH HENRY
ARMANDO HERNANDEZ
CORCINA HERNANDEZ
JOSE HERNANDEZ
LUIS HERNANDEZ
DIANA HERNANDEZ
GABRIEL HERNANDEZ
MARIANO HERNANDEZ
CESAR HERNANDEZ DOMINGUEZ
AXEL HERRERA BAEZ
PAOLA HERRERA REAL
MARK HESTON
MICHAEL HICKMAN
ALECIA HICKS
CLINTON HICKS
BRENDA HIGGINS
LARRY HIGHFIELD
DONALD HILL
SANTANYA HILL
TAMERA HILL
JAMARIOUS HILL
JUDITH HILL
RHEANN HILL
SONYA HILL
DAVY HILL, JR.
D'ANNA HILTON
LAMONT HINES
JUAN HINOJOSA
TYSON HINTHER
DEJA HIXON
TU HKAWNG
MIN HLA
THANG HMUNG
TUANG HNIN
SIEW HO
JACOB HOBBS
LARRY HOBGOOD JR
ANDREW HODGES
TAQUISA HODNETT-SMITH
STEPHEN HOFFMAN
AARON HOFSTROM
DAVID HOGAN
LENA HOGAN
JEFFERY HOLDEN
SEDRIC HOLLAND
ANTHONY HOLLISTER
DESIREA HOLT
CHARLES HOLUB
LAWRENCE HONEL
ANASTASIA HONN
JACK HONN
SHANTERIA HOOD
STEPHEN HOOVER
SHELBY HORNBERGER
ABERIAL HORTON
STANLEY HORTON
TITAN HORTON
WANDA HORTON
NU HOU
MANGTHOUNG HOU KIP
SANDRA HOUSE
JERRY HOUSEMAN
RICHARD HOUSTON
WAYNE HOUSTON
AARON HOWARD
ANTHONY HOWARD
MICHAEL HOWARD
AMANDA HOWARD
DAVID HOWARD
DARIN HOWELL
JAMES HOWELL, II
SAW HTOO
YEAUNG HTWE
CING HUAI
CING HUAI
DIM HUAI
MUAN HUAI
NUAM HUAI
SIAN HUAI
VERONICA HUAI
THANG HUAT
SCOTT HUBER
LYDIA HUDSON
JERAD HUMPHREY
LARRY HUMPHREY
MICHAEL HUMPHREY
LATARCHA HUMPHRIES
KHAN HUNG
CRYSTAL HUNTER
MICHAEL HURD
RONALD HUTCHCRAFT
GARY HUTCHINS
SAMUEL HUTCHINSON
DUNG HUYNH
LOC HUYNH
JESUS IDROGO BLANCO
OTILIA IOWANES
REGINALD ISAAC, SR
ERATH ISLAS
TU JA
KHAI JA KHUP
BRAD JACKSON
JEFF JACKSON
MARY JACKSON
BELINDA JACKSON
TIMOTHY JACKSON
CAMERON JAEGER
JOSE JAMAICA
DEMARCO JAMES, SR.
MARCO JARAMILLO
ESTHER JASUAN
WADE JENKINS
TERRIELLE JENNINGS
CODY JEWELL
FREDERICK JIMMERSON
CHAITANYA JOHAR
BRIAN JOHNSON
EBONI JOHNSON
JEREMIAH JOHNSON
MORDACAI JOHNSON
TODD JOHNSON
TRISTAN JOHNSON
ZACHARY JOHNSON
ALEXIS JOHNSON
ARMAND JOHNSON
DYWANE JOHNSON
KEITH JOHNSON
KENRICK JOHNSON
LESTER JOHNSON
MISTEE JOHNSON
RON JOHNSTON
CONNIE JONES
DANNY JONES
DERRIC JONES
ELIJAH JONES
JASON JONES
KEVIN JONES
MATTHEW JONES
RAYMON JONES
REMIA JONES
TYLER JONES
CLARISSA JONES
DAVID JONES
JERMIE JONES
JERMONE JONES
KATHY JONES
KINESHA JONES
RONALD JORDAN
SEAN JORDAN
JESSICA JORDAN
TJ JOSEPH
YOLANDA JUAREZ
MARCO JUAREZ MARTINEZ
EDUARDO JUAREZ PIRONA
MARIA JUAREZ RIVERA
DERMIDIO JUEZ PEREZ
LEANDRO JUMELLES NUNEZ
LASHETIA JUSTICE
HA KA HA
NATALY KADDOURA
DAVID KAHURA
ZAM KAI
JAMES KAIRU
GARRETT KAISER
JASON KALE
LIAN KAM
MANG KAM
NGIN KAM
GO KAP
LIAN KAP
THANG KAP
SIAN KAP LIAN
BRIAN KASTL
KEDATSA KAUDLEKAULE
TUANG KAWI
NENGLIAN KAWNGTE
BRIAN KEITH
BRANDON KELLEY
CINDY KELLEY
JOHN KELLY
KENNETH KELLY, JR
GREGG KENNEDY
KEITH KENNEDY
ABRAHAM KHAI
DAL KHAI
DAVID KHAI
HAU KHAI
JOHN KHAI
KAM KHAI
KHAM L KHAI
KHAM K KHAI
KHAM C KHAI
KHUAL KHAI
KIM KHAI
LAANG KHAI
MANG M KHAI
MANG K KHAI
NGIN KHAI
PAU K KHAI
PAU S KHAI
PAU Z KHAI
PAUL KHAI
PETER KHAI
THAN KHAI
THANG KHAI
THANG H KHAI
THANG K KHAI
THANG S KHAI
THAWNG KHAI
TUN KHAI
ZAAM KHAI
ZAM KHAI ZOMI
THURA KHAING
DONGH KHAM
KAM KHAM
LIAN KHAM
MUNG KHAM
PAU KHAM
THANG KHAT
CING KHAWL
CING D KHAWL
CING KHEK
KAM KHEN
LUAN KHIN
NIANG KHOI
DAI KHUAL
HAU KHUAL
KAM KHUAL
KHUP KHUAL
PAU KHUAL
THANG L KHUAL
THANG S KHUAL
THANG SIAN KHUAL
CIN KHUP
DAI KHUP
KAP KHUP
LIAN KHUP
NANG L KHUP
NANG S KHUP
PAU C KHUP
PAU L KHUP
THANG S KHUP
THANG G KHUP
THANG L KHUP
DYLAN KIDD
JONATHAN KIDD
BIAK KIL
ANDREW KILGORE
CIIN KIM
CIIN SAN KIM
DIM KIM
EDWARD KIM
MAN KIM
NANG KIM
NENG KIM
NIANG KIM
NICOLAS KIM
PA KIM
THANG Z KIM
THANG KIM
THANG D KIM
THAWNG KIM
THUAM KIM
ZAM KIM
KEVIN KIMBALL
JOE KINCADE
KENOSHA KINDLE
BRANDY KING
CHRISTOPHER KING
CODY KING
JOSEPH KING
LORI KING
RUSSELL KING
LADERRICK KING
KORBY KINKADE
ROGER KINKADE, JR.
MUNG KIP
MANGNEO KIPGEN
ALAN KIZER
ZAKARY KIZER
SEAN KIZZEE
JOSEPH KLEBER
ROBERT KNEBEL
COURTNEY KNUDSON
LINDSEY KOHOUT
BUDDY KONS
MARK KOSCHMEDER
MORPHY KOSMES
JAMES KOSS
KIRASY KOSY
ROBERT KRAFJACK
NEBOJSA KRESOVIC
MIKHAIL KRUPENYA
ADAM KUBICKI
JAY KUS
SCRAM KUSS
CASSY KUYKENDALL
NICHOLAS KUYKENDALL
JOHNY LACAYO FORNOS
BOBBY LACY
FLOYD LADD
YAWSEP LAHPAI
GIANG LAI
MARK LAKE
KAP LAL
LUN LAL
ZVJEZDANA LALIC
GIN LAM
MUNG LAM
LAMI LAM TUNG
ANGELA LAMBERT
JEFFERY LANDRUM
MYOSHIA LANDRUM
ROADY LANDTISER
DEBORAH LANE
GIN LANG
PUM LANG
DO LANGH
HAU LANGH
KAP LANGH
THANG LANGH
THAWNG LANGH
PAUL LANKFORD
DANIEL LAPRES
HUGH LASATER
SENG LASI
JENNIFER LAW
DIM LAWH
MAN LAWH
JOYCE LAWRENCE
STEVE LAWRENCE, JR
JEFFREY LAWSON
STEPHEN LAWSON
RUBY LAWSON
LAI LE
JACOB LEACH
PETE LEDBETTER
ALLEN LEE
DARREN LEE
PO LEE
JACQUELINE LEE
MATTHEW LEEPER
ARIEL LEFF
GREGORY LEFFLER
MARK LEHMAN
LUN LEK
LAURIN LEMLEY
SANDRA LEON DE ESTEBANE
ADUNTE LEWIS
JASMON LEWIS
JERRIAN LEWIS
CYNTHIA LEYVA
VAH LHING
AWI N LIAN
AWI D LIAN
CIN S LIAN
CIN Z LIAN
CING K LIAN
CING T LIAN
CING N LIAN
DONG LIAN
GIN K LIAN
GIN T LIAN
GO LIAN
HUAI LIAN
ISAAC LIAN
JOSEPH LIAN
KAM LIAN
KAP LIAN
KHAI LIAN
KHAM LIAN
MAN D LIAN
MAN N LIAN
NANG LIAN
NIANG LIAN
NO LIAN
PA LIAN
PAU NEIH LIAN
PAU DAL LIAN
PAU SUAN LIAN
PAU DEIH LIAN
PAU MUAN LIAN
PAW SAWM LIAN
SIAN LIAN
THANG K LIAN
THANG T LIAN
THANG N LIAN
THANG S LIAN
VI LIAN
VUM LIAN
ZAM LIAN
LAL LIANA
SAWM LIANA
MICHAEL LILLARD
JEREMY LILLY
PING LIN
FRANK LINDSEY
CLARENCE LINDSEY
KEITH LINKER
BRIAN LITTLE
SERGEI LITVINOV
ANGELICA LIZARRAGA OLIVAS
MATTHEW LOEWEN
BENJAMIN LOGSDON
NICKOLAS LOGSDON
JAMES LONDONO CORO
RICKY LONG
BENNY LONSDALE
ANGEL LOPEZ
MARGARITO LOPEZ
NICELT LOPEZ
RUBEN LOPEZ
THOMAS LOPEZ
BENJAMIN LOPEZ
CLAUDIA LOPEZ
JOSE LOPEZ AZUAJE
EDUARDO LOPEZ OLIVARES
JOSE LOPEZ OLIVARES
JASON LOVETT
KODEH LOYD
EDGAR LOZANO
JOSE LUA GRIMALDO
CING LUAN
KIANO LUCAS
DANIEL LUCAS, IV
DANIJELA LUCIC
JARROD LUDLOW
QUANNAH LUDLOW
EVELYN LUGO-ORTIZ
DAWN LUKE
CING N LUN
CING S LUN
DIM LUN
HKIN LUN
KIM LUN
LIAN LUN
MAN LUN
NIANG LUN
DARIO LUNA
ENRIQUE LUNA RIVERA
MANDISA LUNSFORD
THANG LUONG
THI LUU
JACOB LUZIER
KELLY LYBARGER
MICHAEL LYBARGER
SAMUEL LYNCH JR.
JIMMY MABRY
AHCHANG MABU
HAMSAR MABU
JORDAN MACK
RUSTIN MACKEY
BRITTNEY MACON
LARRY MADALONE, II
DENA MAHAN
CORY MAHONEY
TAM MAI
CHRISTOPHER MAIDHER
CARLOS MALONE
KI MALONE
MARK MALONE
JEFFREY MALY
CING MAN
LIAN MAN
NIANG MAN
VUNG MAN
ZEN MAN
TAM MANA
MARIA MANCILLA
CHIN MANG
CIIN MANG
CIN MANG
CING MANG
DAI MANG
EN MANG
GIN MANG
HAU MANG
HAU D MANG
KAM MANG
KHAM MANG
KHAM T MANG
KHAM L MANG
KHAN MANG
KHUP MANG
KIM MANG
LAGH MANG
LIAN MANG
LIAN S MANG
LIAN N MANG
LINUS MANG
NING K MANG
NING S MANG
PAU MIN MANG
VUNG MANG
ZAM MANG
ZEN MANG
MARQ MANNING
REGINALD MANNING
ZAU MARAN
FREDDY MARCANO
APRIL MARGWARTH
PAUL MARGWARTH
MARIA MARQUEZ DE-GILBREATH
MARIANA MARQUEZ MARQUEZ
ANA MARROQUIN
VICKEY MARS
ERROL MARSHALL
NATHAN MARSHALL
ANTONIO MARTIN
GAVIN MARTIN
JAMES MARTIN
JERRY MARTIN
LISA MARTIN
MICHAEL MARTIN
NAROLYN MARTIN
WILLIAM MARTIN
AMANDA MARTINEZ
DANIEL MARTINEZ
DIANA MARTINEZ
JULISA MARTINEZ
HECTOR MARTINEZ MOLINA
ALICIA MARTINEZ SUAREZ
YESENIA MARTINEZ VAZQUEZ
FLORENTINO MARTIN-ROMO
JAMES MASON
BEVERLEY MASON
DAVID MASON
SHERIDAN MASON
CRISTIE MASSEY
SANDRA MATA
ELVIN MATHIS
JAIME MATOS
DONALD MATTHEWS
RON MAUCH
CIIN MAWI
HANAH MAWI
RAM MAWI
PATRICIA MAXIMO
LEONARD MAXWELL
SHANE MAYHUGH
TINA McBEATH
ROBERT McBOWMAN
CHRISTOPHER MCCLAIN
RYAN MCCLAIN
FRANCIS MCCLAIN
ROBERT McCLEARY
DIRK McCLELLAN
AARON MCCONNELL
MICHAEL McCONNELL
DEBRA MCCOWAN
WESLEY McCOWAN, JR.
MICHAEL McCUIN
KATHY McCULLOCH
LOYD McDANIEL
JAMES McELROY
NICHOLAS McELROY
CLAYTON McFALL
CALLAHAN MCFEE
JEFFERY McGEE
RONNIE McGEE
DAVID MCGILL, JR
JASON MCINTIRE
JOHN McINTYRE
DANIEL McKEE
GEORGIE MCNAC
TREVOR MCNEELY
GINA MEANS
JON MEDEIROS
LUIS MEDINA MARCANO
MICHAEL MELLOTT
SILVESTRE MENDEZ GONZALES
ANTONIO MENDOZA
BILLY MERRELL
JOHNNY MERRELL, JR
RYAN MERRITT
HERNAN MESA SAEZ
STEVEN METCALF
CARMEN MILAM
GLENN MILAM
MICHAEL MILES
CEDRIC MILES
MICHAEL MILES JR.
CHRISTOPHER MILLER
SHELLY MILLER
RUTH MILLER
ASHLEY MILLS
JENNIFER MILLS
TYRELL MIMS
JERRIC MINOR
ALFREDA MITCHELL
DALLAS MITCHELL
ROBERT MITCHELL
PORSHA MITCHELL
JAY MODISETTE
BIASNEY MOJICA CASTANEDA
JOSUE MOJICA TORRES
JOSE MONASTERIO
ALEXIS MONASTERIO AGUILERA
JOSEPH MONDILLO
OFELIA MONREAL
DINORA MONROY DE DIAZ
IRIS MONTANEZ
FIORELA MONTANO
NATALIE MONTANO
JEMAURI MONTGOMERY
STEVEEN MONTOTO
BLANCA MONTOYA
JOHNNY MONTOYA
CORDELL MOORE
HERBERT MOORE
PHILLIP MOORE
TONY MOORE
ALFONSO MORALES
ALFONSO MORAN
TONY MOREHEAD
VICTOR MORENO MOLINA
LUKE MOREY
THOMAS MOREY
ELROY MORGAN
GARRETT MORRIS
MADELINE MORRIS
PATSY MORRIS
JAMES MORROW
STEVEN MOSS
PHILLIP MOSS, JR.
CLAYTON MOTE
KHUAL MUANG
MUA MUANG
ZAM MUANG
ERIC MULLINIKS
ALONZO MUMPHREY
THANG L MUN
THANG S MUN
CIN D MUNG
CIN K MUNG
CIN S MUNG
DAII MUNG
GINDAL MUNG
HAU MUNG
HERO MUNG
JAMES MUNG
KAI MUNG
KHUP G MUNG
KHUP K MUNG
LANG MUNG
LIAN MUNG
NANG MUNG
NGIN MUNG
NGO MUNG
PAU S MUNG
PAU K MUNG
PAU L MUNG
PETER K MUNG
SANG MUNG
SUAN MUNG
THANG K MUNG
THANG D MUNG
THANG S MUNG
TUAL MUNG
VUM MUNG
GABRIEL MUNIZ GONZALEZ
JESUS MUNOZ
AUDIE MURRAY
MA MUSHRUSH
JOHN MUTANDA
ROSY MUZIKA
JORDAN NAIL
CING NAING
SAW NAING
CRISTIAN NAJERA
DIEGO NAJERA
THOMAS NANG
NOORY NARTIN
CARDRICO NASH
THANG NAULAK
ZAM NAULAK
MARIA NAVA
MICHAEL NAVARRETE
OSCAR NAVARRETE
BAWK NAW
CLAYTON NEAL
PAMELA NEISLER
NIANG NEL
JEFFREY NELSON
DIM NEM
DEI NENG
JOSHUA NETTEN
SETH NETTEN
ICSHA NEWSOME
ROBERT NEZ
DIM NGAIH LIAN
MANG NGENZO
NUAM NGIN
ZAM NGIN
EN NGO
PAU NGO
A VAN NGUYEN
BAO NGUYEN
DUONG NGUYEN
HUNG NGUYEN
HUU NGUYEN
NOI NGUYEN
SON NGUYEN
THANH NGUYEN
THI NGUYEN
LINDA NGUYEN MORGAN
LA JA NI MA
CIN M NIANG
CIN N NIANG
CING K NIANG
CING S NIANG
CING T NIANG
CING KHAN NIANG
DIM L NIANG
DIM H NIANG
DIM M NIANG
EN NIANG
ESTHER NIANG
ESTHER H NIANG
GIN NIANG
GO NIANG
HAU NIANG
KAP NIANG
KHAN NIANG
KHEM NIANG
LAM NIANG
NGO NIANG
PUM NIANG
TUAL NIANG
VUNG D NIANG
VUNG L NIANG
ZEL NIANG
JACOB NICHOLS
JARROD NICHOLSON
JUSTIN NICHOLSON
TRAVIS NIEDERHOFER
SIMON NIEKERK
THANG NING
ZAM NING
SUMMER NIXDORF
CING NO
JACOB NOE
WILLIE NORFLEET
ERIC NORRIS
JERRY NOWEL
TUMAI NPAWT
NGIN NTEM
KIM NU
LIAN NU
CIIN NUAM
CING Z NUAM
CING K NUAM
LAWH NUAM
MAN NUAM
NING NUAM
THANG NUAM
CING NUAMBOIH
EDUARDO NUNEZ MALPICA
NGIN NUNG
GUSTAVO OBREGON DEL CARPIO
MICHAEL O'BRIEN
ALEXANDER OFOSU
RICKEY OGANS
UDUIHAYE OGEDENGBE
WYATT OGLE
TAMMY OHLDE
BELKIS OLIVARES CARRIZO
ANTHONY OLIVERAS
SONYA OLSON
ERIC OLSON
KEITH OLSON
AMANDA O'NEAL
JAMES ONEILL, JR
CHRISTINE ONEY
PAUL ONYENEHO
WAI OO
VICTOR ORONA
LETICIA ORONA
MARIA ORONA
ERLINDA ORTEGA
DAVID OSBORNE
JENNIFER OVERMEYER
GO PAA
MIGUEL PABON
JORDY PAREDES
HEIDI PARK
BILLY PARKER
MICHAEL PARKER
ROBERT PARKER
DEIDRA PARKER
GOLDIED PARKER
KADEEM PARKER
JUSTIN PARTNEY
CODY PASEMAN
JASON PATE
CALEB PATERIK
JOHN PATTERSON
PAUL PATTERSON
LAUREN PATTERSON
CIANG PAU
CIN L PAU
CIN N PAU
DAI PAU
DAL Z PAU
DAL K PAU
DAL S PAU
DO PAU
EN PAU
GIN PAU
KAM PAU
MUNG PAU
NANG S PAU
NANG D PAU
NENG K PAU
NENG H PAU
PUM PAU
THANG PAU
ZAM L PAU
ZAM K PAU
ZAM PAU
ZOO PAU
CHRISTOPHER PAULI
BEAUTY PAULINO
MANI PAZHANATHADALAM
JOSHUA PEARCE
ANTHONY PEDONE
GREGORY PEGUES
HERLIP PELL
ARTHUR PENNINGTON
RONALD PENNY, JR
BIANCA PENTECOST
FRANK PENTECOST
VLADIMIR PENYAZ
MARCO PEREZ
SERGIO PEREZ
DIANA PEREZ
JOE PEREZ
LETICIA PEREZ
HECTOR PEREZ ARIAS
PERLA PEREZ ARIAS
CHRISTIAN PEREZ GUTIERREZ
PEDRO PEREZ PAEZ
FRANCISCO PEREZ SANCHEZ
MILES PERRY
MATTHEW PESCHONG
JAMARCUS PETERS
ROBERT PETERSON
JOSEPH PETTY
DANIEL PEURIFOY
KINH PHAM
KY PHAM
LINH PHAM
QUOC PHAM
CHI PHAN
PHUOC PHAN
LIANKHAN PHAWNG
ADRIANA PHILLIPS
KRISTOFER PHILLIPS
NATHANIEL PHILLIPS
HAU PI
HELEN PI
NIANG PI
NUAM PI
PETER PI
THOMAS PI
TUANG PI
DO PIANG
GOH PIANG
KHUP PIANG
SUAN PIANG
THANG L PIANG
THANG D PIANG
THANG K PIANG
VAN PIANG
CHRISTOPHER PICKENS
MARK PIGMAN
TRACY PIPKIN
MIGDALIS PIRONA GONZALEZ
MIGLANIA PIRONA GONZALEZ
GINA PITTS
HAROLD PITTS, II
CANDY PITTSER
BRANT PLATT
KEVIN POBUDA
SUSANNE POINDEXTER
BASANT POKHREL
RENU POKHREL
NICKELAS POLLARD
MARK POOL
RAMONDA PORTER
BRANDIE PORTLEY
ASHLEY POWELL
RUDY POWELL
MICHAEL POYNTER
NATHAN PRADMORE
JOSE PRADO
KENNETH PRENTICE, JR.
DANIEL PRESSLER, JR
ANGELICA PRICE
KHAI PU
KHAM PU
MANG PU
MUANG PU
TUANG PU
ALMA PUGA
KHAI PUI
THANG PUI
KAM PUM
THANG PUNO
MICHAEL PUTNAM
JOHN QUANG
CANDELARIA QUICK
MARTIN RABADAN
FLARA RACHU
FRANCIS RACHU
JOHNATAN RACHU
VINA RACHU
ERIC RACINE
ASNOR RAIMOND
RETSIAN RAIN
BRIAN RAMBO
SUSAN RAMBO
EVA RAMIREZ
MARTINELLY RAMIREZ
ROSA RAMIREZ AGUINAGA
ENRIQUE RAMIREZ MORALES
PATRICIA RAMIREZ NAVARR
GERMAN RAMOS ALONSO
HEIDI RAMZEL
KARLY RANCK
AARON RANDALL
COURTNEY RANDALL
JEFFREY RANDALL
ROBERT RATLIFF
TOMMY RATLIFF
KYLE RATZLAFF
DAKOTA RATZLOFF
LYDIA RAY
CURTIS RAYON
THOMAS READ
ABRAHAM REBOLLAR
DAVID RECCA
JAMES REED
MICHAEL REED
CLINTON REESE
LAQUAN REESE
SAMUEL REESE
WENDY REEVES
STEPAN REGUS
JOHN REID
AKEMY RENCHY
RODOLFO RENTERIA
JOHN RENTKO, JR.
JAKOB RESSLER
PABLO REYES
CLARA REYES
AGUSTIN REYES, JR.
DAICHI REYNA
JOSHUA REYNOLDS
THOMAS REYNOLDS
DANIEL RHOADES
JEFFREY RHODES
DANNY RICHARDSON
TAMMY RICHARDSON
BRIAN RICKETT JR
RANDALL RIDENOUR
ANGELA RIDEOUT
COREY RIDER
BRETT RIEGEL
JOSPIA RIKAT
KATHRYN RINGER
HILLARY RITE
BRAYAN RIVAS SANCHEZ
SIGFREDO RIVERA
RAMON RIVERA
NAOMI ROACH-AVILA
RILEY ROARK
CARL ROBERTS
BRANDON ROBERTSON
CHRISTOPHER ROBERTSON
EMORY ROBERTSON
DAVID ROBINSON, JR.
JEREMIAH ROBISON
BRAD RODRIGUES
HECTOR RODRIGUEZ
MARIA RODRIGUEZ
NELSON RODRIGUEZ
RICARDO RODRIGUEZ
DERRICK ROGERS
DON ROGERS
TONY ROGERS
FRANCINE ROGERS
NELSON ROJAS
LIDIA ROJAS
CHRISTOPHER ROLISON
ALEXANDRA ROLSETH
TONY RONGEY
MAKINTA ROOSEVELT
JOSE ROSALES
YOLANDA ROSBOROUGH
CORTNEY ROSE
STEPHANIE ROSELL
ROBERT ROSENCUTTER
CASEY ROSS
NAI ROT
MICHELLE ROUSSEAU
SHADE ROWBOTHAM
RICHARD ROWE, JR.
CARLOS RUIZ
MA RUIZ ORTEGA
TERENCE RUSHING
KARINA SAENZ ACOSTA
CESAR SAENZ RODRIGUEZ
EMMANUEL SALAS
ABELINO SALAZAR
MARIANGEL SALAZAR GONZALEZ
JORGE SALAZAR MARTINEZ
YSABEL SALAZAR SOARES
MARIA SALDIVAR
MIGUEL SALDIVAR
VICTOR SALDIVAR
JOSE SALDIVAR OREPEZA
DAVID SALEGO
NAEL SALEM
DIANA SALINAS
JEFFREY SALISBURY
CARSON SALSBURY
AHJUNG SALUPTA
BRANDON SAMS
NAW SAN
BEATRIZ SANCHEZ
CRISTAL SANCHEZ
MAYRA SANCHEZ
GABRIELA SANCHEZ
ISELA SANCHEZ
ALBERTH SANCHEZ BOLIVAR
TANISHA SANDERS
CIN SANG
TUAN SANG
LAL SANGI
WILLIAM SANGSTER
ANTONIO SANTACRUZ
WENCESLAO SANTIAGO
NANG SAR
TRACEY SAVELL
STEVEN SAW
ERICK SAWYER
RANDALL SAXTON
AUDREY SCHAMING
WILLIAM SCHAROSCH
CALEB SCHMELING
WILLIAM SCHNEIDER
AUSTIN SCHROEDER
JERRY SCOTT
ROBBIE SCOTT
THOMAS SCOTT
TIERRA SCOTT
RONA SEAGO
SOVATNITA SEAMAN
HOU SEI
THANG SEI
THONGKU SEI
ALEXA SEIDEL
NEM SEN
KAYUN SENG
ANNETTE SERNA
JACOB SHAFER
RODNEY SHAHAN
KODY SHARP
THOMAS SHAW
VASILIY SHEMEREKO
DARREN SHERWOOD
BRUCE SHIPLEY
JOHNATHON SHORT
SHAWN SHOULDERS
RAYMOND SHUNOWSKI, JR
MAW SI
CING SIAM
NAA SIAM
ZAM SIAM
CIIN SIAN
NGIN SIAN
PAU SIAN
MICHAEL SICKING
YANNELIS SIERRA DE GARI
ELIBETT SILVA PERDOMO
DOROTHY SIMMONS
WILLIAM SIMMONS
JERRY SIMMONS
MARK SIMMONS JR
CHRISTOPHER SIMON
RALPH SIMONI
DWAYNE SIMPSON
ANTHONY SING
DAAI SING
DAL SING
DAL S SING
PAU SING
THANG SING
THAWN SING
CHRISTOPHER SISSOM
MICHAEL SITTERLY
ANDREW SLAVENS
DEBI SLOAN
LARRY SLONE
DOUGLAS SMITH
GRAYHAWK SMITH
HEIDI SMITH
JEFFERY SMITH
KERRY SMITH
KYLE SMITH
RENALDO SMITH
MARY SMITH
TONY SMITH
KENNETH SMITH II
MARK SMITH JR.
JAMES SMITH, II
DENNIS SMITH, JR
WILBERT SMITH, JR.
ROGER SNOW
TRE'DERION SNYDER
TREKERION SNYDER
EDGAR SOBERANO GOMEZ
JOSE SOLARES
NEMISIA SOLIS
MARIA SOLIS
VERONICA SOLIS
BRADLEY SOOTER
KERRY SOUCY-EVANS
CLENT SOUTHERLAND, II
KEVIN SOUVANNASING
DENNEY SOWDER
JOHN SPAIN, III
SIERRA SPARKS
RONNIE SPARKS
MARK SPENCER
JAMESON SPIRES
CHRISTY STANDBERRY
MARCUS STANDBERRY
LAWANA STANE
NICHOLAS STAPP
JOSHUA STAUFFER
ARREST STEPHEN
MARNINTA STEPHEN
JOHN STEPHENS
MELVIN STEPHENS
LARRY STEWART
DAVID STIEWE
CHARLES STINECIPHER
BRENT STOCKTON
JACOB STODDARD
SHELIA STOKES
ALLEN STONE
DYLAN STONE
STACEY STRATTON
DAVID STRICKLAND
KENNETH STRONG
BRYAN STURDIVANT
DAI SUAN
DAI K SUAN
HAU SUAN
KHUP SUAN
KIM SUAN
NANG SUAN
NGIN SUAN
PAU SUAN
THANG SUAN
PAUL SUAN MUNG
ANSER SUDA
DEIH SUKZO BAWMKHAI
HAU SUM
MANG SUM
NGIN SUM
PAU SUM
SAI SUM
WA SUM
LADDIE SUMTER JR.
TIMOTHY SURGEON, II
SEAN SUROWIAK
MATTHEW SUTTON
JACK SWEET
CHAD SWIFT
AMANDA SWIFT
JENNIFER SYMANSKI
SWAINER SYNE
JAMES TABER
HAU TAITHUL
JEFF TALLEY
GEORGE TALUGMAR
MINH TANG
WILLIAM TANKERSLEY
KEITH TANNER
MARTIN TAPIA CARVAJAL
WHITNEY TAPP
LARRY TATE, JR
JAMES TATUM
MANG TAWNG
BEVERLY TAYLOR
BRENDON TAYLOR
CLINTON TAYLOR
ERIC TAYLOR
GRANVILLE TAYLOR
MISHAELA TAYLOR
RANDALL TAYLOR
REBECCA TAYLOR
ROSEANN TAYLOR
TIMOTHY TAYLOR
ANDREA TEAKELL
KEVIN TEAKELL
ROBERT TEIS
NGIN TENG
MERCEDES TENNYSON
ANDREW TERRY
SHANNON TERRY
BENJAMIN THANG
CIN THANG
CIN Z THANG
DAI D THANG
DAL K THANG
DO THANG
GEN THANG
GIN THANG
GO THANG
HAU S THANG
HAU THANG
KAM S THANG
KAM K THANG
KHAI THANG
KHAM THANG
KHEN THANG
KHUP THANG
LAM THANG
LANG THANG
LANGH THANG
LIAN K THANG
LIAN C THANG
MANG THANG
NGIN THANG
NGOIH THANG
NGUN THANG
PAU S THANG
PAU THANG
PAU SIAN THANG
PAU K THANG
PAU SUAN THANG
PAU T THANG
PAU S THANG
PAU KHAN THANG
SUAN THANG
THAWNG THANG
TUAH N THANG
TUAN C THANG
TUN S THANG
VIAL THANG
ZAM P THANG
ZAM C THANG
ZEN THANG
ZEN KHUA THANG
LIAN THANG LAM
GINDEIH THANGHATZAW
PETER THANGPI
KHAI THAWN
SING THAWN
SUAN THAWN
THANG THAWN
TUAL THAWN
KO THET
BRADLEY THOMANN
YOLANDA THOMAS
SETH THOMAS
TORRI THOMAS
J'KEAL THOMPSON
KEWAN THOMPSON
NATHANIEL THOMPSON
REBECCA THOMPSON
XAVIER THOMPSON
TED TIGER
KYLE TILLERY
TYLER TINDELL
TAILY TISAN
THAWNG TLUANG
WILLIAM TOBAR
DEBBIE TOMLIN
CHRISTOPHER TOOMBS
IVAN TORRES
CARLOS TORRES SANTOS
ALEJANDRO TORRES SILVA
ALFREDO TOVAR PULIDO
STEPHEN TRACY
BINH TRAN
CONG TRAN
THI TRAN
THI TRAN
TUONG T TRAN
UT V TRAN
VAN TRAN
JIM TRAVER
DIANA TREVINO
MARK TRIBBLE
RICHARD TRULL
SENG TU
MANG TUAL
NGIN TUAN
CIN TUANG
DAI TUANG
DAL TUANG
GIN TUANG
KAM K TUANG
KAM C TUANG
KHEN TUANG
LANGH TUANG
NENG TUANG
SIAN TUANG
SUAN TUANG
SUANLAM TUANG
THANG Z TUANG
THANG L TUANG
THANG S TUANG
VUNGH TUANG
ZAM TUANG
NGIN TUN
THANG TUN
ZAM TUN
GO TUNG
KAMZA TUNG
LANGH TUNG
MUNG TUNG
SUANG TUNG
THANG TUNG
MICHAEL TUNNELL
PAUL TURBE
KIMBERLY TURLEY-SMITH
BRYAN TURNER
CHARLES TURNER
AHMAD TURNER
DANTAVIUS TURNER
LARRY TURNER
CATARINA TURRUBIARTES
JESSICA TYLER
JACOB TZANG
JESUS TZUL
CING UAP
HUAI UAP
PAT UNDERWOOD
PERNELL UNDERWOOD
SUDEEP UNNIKRISHNAN
MARIA URQUIZA
YADIRA URQUIZA
ELVER URRIAGO ALARCON
VICTOR VALDEZ
ANDREA VALDISERRI
HUGO VALERA JUAREZ
JULIO VALLE
NORMA VALLES
BRENNEN VANCE
MACKENZIE VANCE
TIMOTHY VANCE
ZACHARY VANCE
TIMOTHY VANDERPOL
ANGELA VARGAS
RAFAEL VARONA
CARLO VASSALLE
SHAWN VAWTER
ARLENE VEGA CASTRO
TRISTIAN VEITENHEIMER
ANTONIO VELASCO
JAMES VELDE
JUAN VENCES
ANGEL VENEGAS
DUSTY VENEGAS
KASEY VENETOFF
DESTINEE VENTERS
SALOME VERA
JAMES VERHAMME
STEPHANIE VICKERS-CAMERON
TERESA VICTORY
EFRAIN VILLA
EFRAIN SOTELO VILLA
WILSON VILLALOBOS MOLERO
WIKELMAN VILLALOBOS PALMA
ISABEL VILLALPANDO-MARTINEZ
RAULITO VILLANUEVA
SELINA VIRAMONTES
CUONG VO
TONG VO
VAN VO
CHRISTOPHER VOIGHT
CHUAN VU
TRONG VU
CHOU VUE
CIIN VUM
CIIN D VUNG
CING K VUNG
CING L VUNG
CING H VUNG
CING Z VUNG
DIM VUNG
DON VUNG
HAW VUNG
KAP VUNG
MANG VUNG
MARY VUNG
NIAN VUNG
NIANG S VUNG
NIANG L VUNG
NIANG VUNG
NING VUNG
ZEL VUNG
ZEN VUNG
SYNRAM WADAMHKONG
MATTHEW WAGNER
MARK WAKEFIELD
STEPHEN WAKEFIELD
WHITNEY WAKEFIELD
CODY WALDEN
DIANA WALKER
JEREMIAH WALKER
JOSHUA WALKER
RODERICK WALKER
ENEIDA WALKUP
BRANDON WALKUP JR.
BARRY WALL
BRITTNEY WALLACE
JERRY WALLER
TODD WALLINGFORD
JUSTIN WALLIS
STEVIE WALLS
WELDON WALSTON
STEPHANIE WALTER
SHORICORE WALTERS
NEWMAN WALTON
GUOYI WANG
MARQUIS WARD
LEESA WARE
MICHAEL WARREN
THURMOND WASHINGTON
LISA WASSON
THERESA WATKINS
BOONE WATSON
HOLLIE WATTS
ALAN WEBB
JUSTIN WEBB
ANGELINA WEBER
RONALD WELCH
TRACEY WELDON
GREGORY WENGER
JEFFERY WHEELER
WILLIAM WHEELER
DAVID WHIPKEY II
RONALD WHISENHUNT
DMARCUS WHITAKER
ALLYN WHITE
EMILY WHITE
JAMARRA WHITE
KYLE WHITE
LEAYN WHITE
TIMOTHY WHITE
MICHAEL WHITE
CASEY WHITELEY
STEVEN WHORTON
GORDON WICHMAN
RYAN WILCOX
CHRISTOPHER WILES
JACKIE WILES
JERRY WILES
MICHAEL WILES
GAYLON WILEY
SHARAN WILKERSON
BRANDON WILLADSON
SHELLEY WILLADSON
ALLEN WILLIAMS
CHANTE WILLIAMS
CLYDE WILLIAMS
DANUE WILLIAMS
JACQUELYN WILLIAMS
NICOLE WILLIAMS
RODNEY WILLIAMS
ROSALIND WILLIAMS
CORNELL WILLIAMS
DOMINIQUE WILLIAMS
KATHERYN WILLIAMS
MERLYN WILLIAMS
TAVIER WILLIAMS
LARRY WILLIAMS JR
JAMES WILLIAMSON
CALVIN WILLIS
JASON WILLIS
ISAAC WILSON
SUSAN WILSON
WESTON WILSON
APRYL WILSON
RONALD WILSON JR.
MYA WIN
NAW WIN
VINCENT WINTON
RASHAUNA WISE
LI WO
RONALD WOOD
TYLER WOOD
EMILY WOOD
RYAN WOODARD
DERYALE WOODARD
MYRON WOODFORK
JAMAIL WOODS
KASEY WORTHINGTON
BENJAMIN WRIGHT
MADISON WULBRECHT
PHIA XIONG
TOU XIONG
PATRIAL YARBROUGH
MICHAEL YOHE
ANGEL YOUNG
MARC YOUNG
CALEB YOUNGPUPPY
CING ZAAM
DOMONIC ZACHARY
CING ZAM
EN ZAM
GIN ZAM
PONGSAN ZAME
NICHOLAS ZAMORA
DAVID ZAMORA
ISAAC ZAPATA REY
AURORA ZAVALETA
SAW ZAW
JON ZELIS
BRIAN ZELLER
JUAN ZERMENO
VIRGINIA ZERMENO
BRYAN ZIEGLER
2020 Annual ReportManufactured, Engineered, Headquartered, and Owned in the U.S.A. (NASDAQ:AAON)www.AAON.comParkville8500 NW River Park Drive, Suite 108A,Parkville, MO • 866.918.1100Longview203 Gum Springs Rd.,Longview, TX • 903.236.4403Tulsa2425 S. Yukon Ave., Tulsa, OK p: 918.583.22662020 Annual Report