UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K |X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2007 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 87-0448736 ------ ---------- (State or other jurisdiction (IRS Employer of incorporation or organization) Identification No.) 2425 South Yukon, 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(g) of the Act: Common Stock, par value $.004 ----------------------------- (Title of Class) Rights to Purchase Series A Preferred Stock ------------------------------------------- (Title of Class) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. |_| Yes |X| No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. |_| Yes |X| No Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. |X| Yes |_| No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. |X| Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer (as defined in Rule 12b-2 of the Securities Exchange Act of 1934). Large accelerated filer |_| Accelerated filer |X| Non-accelerated filer |_| Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Act. |_| Yes |X| No The aggregate market value of the common equity held by non-affiliates computed by reference to the closing price of registrant's common stock on the last business day of registrant's most recently completed second quarter (June 30, 2007) was $397.3 million. As of February 29, 2008, registrant had outstanding a total of 18,061,272 shares of its $.004 par value Common Stock. DOCUMENTS INCORPORATED BY REFERENCE Portions of registrant's definitive Proxy Statement to be filed in connection with the Annual Meeting of Stockholders to be held May 20, 2008, are incorporated into Part III. TABLE OF CONTENTS Page Item Number and Caption Number PART I 1. Business. 1 1A. Risk Factors. 4 1B. Unresolved Staff Comments. 5 2. Properties. 6 3. Legal Proceedings. 6 4. Submission of Matters to a Vote of Security Holders. 6 PART II 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. 7 6. Selected Financial Data. 9 7. Management's Discussion and Analysis of Financial Condition and Results of Operations. 10 7A. Quantitative and Qualitative Disclosures About Market Risk. 17 8. Financial Statements and Supplementary Data. 18 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. 18 9A. Controls and Procedures. 18 9B. Other Information. 20 PART III 10. Directors, Executive Officers and Corporate Governance. 21 11. Executive Compensation. 21 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 21 13. Certain Relationships and Related Transactions. 21 14. Principal Accountant Fees and Services. 23 PART IV 15. Exhibits and Financial Statement Schedules. 24 PART I Item 1. Business. General Development and Description of Business AAON, Inc., a Nevada corporation, was incorporated on August 18, 1987. The Company (including its subsidiaries) is engaged in the manufacture and sale of air-conditioning and heating equipment consisting of standardized and custom rooftop units, chillers, air-handling units, make-up air units, heat recovery units, condensing units, coils and boilers. Products and Markets The Company's products serve the commercial and industrial new construction and replacement markets. To date virtually all of the Company's sales have been to the domestic market, with foreign sales accounting for less than 5% of its sales in 2007. The rooftop and condenser markets consist of units installed on commercial or industrial structures of generally less than 10 stories in height. Air-handling units, chillers, coils and boilers are applicable to all sizes of commercial and industrial buildings. The size of these markets is determined primarily by the number of commercial and industrial building completions. The replacement market consists of products installed to replace existing units/components that are worn or damaged. Historically, approximately half of the industry's market has consisted of replacement units. The commercial and industrial new construction market is subject to cyclical fluctuations in that it is generally tied to housing starts, but has a lag factor of 6-18 months. Housing starts, in turn, are affected by such factors as interest rates, the state of the economy, population growth and the relative age of the population. When new construction is down, the Company emphasizes the replacement market. Based on its 2007 level of sales of $263 million, the Company estimates that it has a 13% share of the rooftop market and a 1% share of the coil market. Approximately 55% of the Company's sales now come from new construction and 45% from renovation/replacements. The percentage of sales for new construction vs. replacement to particular customers is related to the customer's stage of development. The Company purchases certain components, fabricates sheet metal and tubing and then assembles and tests its finished products. The Company's primary finished products consist of a single unit system containing heating, cooling and/or heat recovery components in a self-contained cabinet, referred to in the industry as "unitary" products. The Company's other finished products are coils consisting of a sheet metal casing with tubing and fins contained therein, air-handling units consisting of coils, blowers and filters, condensing units consisting of coils, fans and compressors, which, with the addition of a refrigerant-to-water heat exchanger, become chillers, make-up air units, heat recovery units and boilers consisting of boilers and a sheet metal cabinet. With regard to its standardized products, the Company currently has five groups of rooftop units: its HB Series consisting of four cooling sizes ranging from two to five tons; its RM and RN Series offered in 21 cooling sizes ranging from two to 70 tons; its RL Series, which is offered in 15 cooling sizes ranging from 40 to 230 tons; and its HA Series, which is a horizontal discharge package for either rooftop or ground installation, offered in eight sizes ranging from seven and one-half to 50 tons. The Company also produces customized rooftop products with direct (MN Series) and indirect (DT Series) heating in sizes as required. The Company manufactures a Model LL chiller, which is available in both air-cooled condensing and evaporative cooled configurations. -1- The Company's air-handling units consist of the F1 and H/V Series, the modular (M2 and M3) Series and a customized NJ Series. The Company's heat recovery option applicable to its RM, RN and RL units, as well as its M2, M3 and NJ Series air handlers, respond to the U.S. Clean Air Act mandate to increase fresh air in commercial structures. The Company's products are designed to compete on the higher quality end of standardized products. Performance characteristics of its products range in cooling capacity from 28,000-4,320,000 BTU's and in heating capacity from 69,000-6,000,000 BTU's. All of the Company's products meet the Department of Energy's efficiency standards, which define the maximum amount of energy to be used in producing a given amount of cooling. A typical commercial building installation requires a ton of air-conditioning for every 300-400 square feet or, for a 100,000 square foot building, 250 tons of air-conditioning, which can involve multiple units. The Company has developed and is beginning to market a residential condensing unit (CB Series) and air handlers (F1 Series) as well as boilers (BL Series). Major Customers No customer accounted for 10% of the Company's sales during 2007, 2006 or 2005. Sources and Availability of Raw Materials The most important materials purchased by the Company are steel, copper and aluminum, which are obtained from domestic suppliers. The Company also purchases from other domestic manufacturers certain components, including compressors, electric motors and electrical controls used in its products. The Company endeavors to obtain the lowest possible cost in its purchases of raw materials and components, consistent with meeting specified quality standards. The Company is not dependent upon any one source for its raw materials or the major components of its manufactured products. By having multiple suppliers, the Company believes that it will have adequate sources of supplies to meet its manufacturing requirements for the foreseeable future. The Company attempts to limit the impact of increases in raw materials and purchased component prices on its profit margins by negotiating with each of its major suppliers on a term basis from six months to one year. However, in each of the last three years cost increases in basic commodities, such as steel, copper and aluminum, negatively impacted profit margins. Distribution The Company employs a sales staff of 20 individuals and utilizes approximately 91 independent manufacturer representatives' organizations having 106 offices to market its products in the United States and Canada. The Company also has one international sales organization, which utilizes 12 distributors in other countries. Sales are made directly to the contractor or end user, with shipments being made from the Company's Tulsa, Oklahoma; Longview, Texas; and Burlington, Ontario, Canada plants to the job site. Billings are to the contractor or end user, with a commission paid directly to the manufacturer representative. The Company's products and sales strategy focus on "niche" markets. The targeted markets for its equipment are customers seeking products of better quality than offered, and/or options not offered, by standardized manufacturers. To support and service its customers and the ultimate consumer, the Company provides parts availability through its 106 sales offices and has factory service organizations at each of its plants. Also, a number of the manufacturer representatives utilized by the Company have their own service organizations, which, together with the Company, provide the necessary warranty work and/or normal service to customers. -2- The Company's warranty on its products is: for parts only, the earlier of one year from the date of first use or 18 months from date of shipment; compressors (if applicable), an additional four years; on gas-fired heat exchangers (if applicable), 15 years; and on stainless steel heat exchangers (if applicable), 25 years. Research and Development All R&D activities of the Company are company-sponsored, rather than customer-sponsored. R&D has involved the HB, RM, RN, RL, NJ, DT and MN (rooftop units), F1, H/V, M2, M3 and NJ (air handlers), LL (chillers), CB (condensing units) and BL (boilers), as well as component evaluation and refinement, development of control systems and new product development. The Company incurred research and development expenses of approximately $2,483,000, $1,974,000 and $1,681,000 in 2007, 2006 and 2005. Backlog The Company had a current backlog as of March 1, 2008, of approximately $51,365,000 compared to $62,798,000 at March 1, 2007. The current backlog consists of orders considered by management to be firm and substantially all of which will be filled by August 1, 2008; however, the orders are subject to cancellation by the customers. Working Capital Practices Working capital practices in the industry center on inventories and accounts receivable. The Company regularly reviews its working capital with a view to maintaining the lowest level consistent with requirements of anticipated levels of operation. The Company's greatest needs arise during the months of July-November, the peak season for inventory (primarily purchased material) and accounts receivable. The Company's working capital requirements are generally met by cash flow from operations and a bank revolving credit facility, which currently permits borrowings up to $15,150,000. The Company believes that it will have sufficient funds available to meet its working capital needs for the foreseeable future. The Company expects to renew its revolving credit agreement in July 2008. Seasonality Sales of the Company's products are moderately seasonal with the peak period being July-November of each year. Competition In the standardized market, the Company competes primarily with Trane Company, a division of Ingersoll-Rand Company Limited, Lennox International, Inc., Mestek Inc, LSB Industries and Carrier Corporation, a subsidiary of United Technologies Corporation. All of these competitors are substantially larger and have greater resources than the Company. In the custom market, the Company competes with many larger and smaller manufacturers. The Company competes on the basis of total value, quality, function, serviceability, efficiency, availability of product, product line recognition and acceptability of sales outlet. However, in new construction where the contractor is the purchasing decision maker, the Company often is at a competitive disadvantage on sales of its products because of the emphasis placed on initial cost; whereas, in the replacement market and other owner-controlled purchases, the Company has a better chance of getting the business since quality and long-term cost are generally taken into account. Employees As of March 1, 2008, the Company had 1,313 permanent employees and 78 temporary employees, none of whom is represented by unions. Management considers its relations with its employees to be good. -3- Patents, Trademarks, Licenses and Concessions The Company does not consider any patents, trademarks, licenses or concessions held by it to be material to its business operations, other than patents issued regarding its heat recovery wheel option, blower, gas-fired heat exchanger and evaporative condenser desuperheater. Environmental Matters Laws concerning the environment that affect or could affect the Company's domestic operations include, among others, the Clean Water Act, the Clean Air Act, the Resource Conservation and Recovery Act, the Occupational Safety and Health Act, the National Environmental Policy Act, the Toxic Substances Control Act, regulations promulgated under these Acts, and any other federal, state or local laws or regulations governing environmental matters. The Company believes that it presently complies with these laws and that future compliance will not materially adversely affect the Company's earnings or competitive position. Available Information The Company's Internet website address is http://www.aaon.com. Its annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act of 1934 will be available through the Company's Internet website as soon as reasonably practical after the Company electronically files such material with, or furnishes it to, the SEC. Item 1A. Risk Factors. The following risks and uncertainties may affect the Company's performance and results of operations. Our business can be hurt by an economic downturn. Our business is affected by a number of economic factors, including the level of economic activity in the markets in which we operate. A decline in economic activity in the United States could materially affect our financial condition and results of operations. Sales in the commercial and industrial new construction markets correlate closely to the number of new homes and buildings that are built, which in turn is influenced by cyclical factors such as interest rates, inflation, consumer spending habits, employment rates and other macroeconomic factors over which we have no control. In the Heating, Ventilation, and Air Conditioning ("HVAC") business, a decline in economic activity as a result of these cyclical or other factors typically results in a decline in new construction and replacement purchases, which would result in a decrease in our sales volume and profitability. We may be adversely affected by problems in the availability, or increases in the prices, of raw materials and components. Problems in the availability, or increases in the prices, of raw materials or components could depress our sales or increase the costs of our products. We are dependent upon components purchased from third parties, as well as raw materials such as steel, copper and aluminum. We enter into cancelable contracts on terms from six months to one year for raw materials and components at fixed prices. However, if a key supplier is unable or unwilling to meet our supply requirements, we could experience supply interruptions or cost increases, either of which could have an adverse effect on our gross profit. We may not be able to successfully develop and market new products. Our future success will depend upon our continued investment in research and new product development and our ability to continue to realize new technological advances in the HVAC industry. Our inability to continue to successfully develop and market new products or our inability to achieve technological advances on a pace consistent with that of our competitors could lead to a material adverse effect on our business and results of operations. -4- We may incur material costs as a result of warranty and product liability claims that would negatively affect our profitability. The development, manufacture, sale and use of our products involve a risk of warranty and product liability claims. Our product liability insurance policies have limits that, if exceeded, may result in material costs that would have an adverse effect on our future profitability. In addition, warranty claims are not covered by our product liability insurance and there may be types of product liability claims that are also not covered by our product liability insurance. We may not be able to compete favorably in the highly competitive HVAC business. Competition in our various markets could cause us to reduce our prices or lose market share, or could negatively affect our cash flow, which could have an adverse effect on our future financial results. Substantially all of the markets in which we participate are highly competitive. The most significant competitive factors we face are product reliability, product performance, service and price, with the relative importance of these factors varying among our product line. Other factors that affect competition in the HVAC market include the development and application of new technologies and an increasing emphasis on the development of more efficient HVAC products. Moreover, new product introductions are an important factor in the market categories in which our products compete. Several of our competitors have greater financial and other resources than we have, allowing them to invest in more extensive research and development. We may not be able to compete successfully against current and future competition and current and future competitive pressures faced by us may materially adversely affect our business and results of operations. The loss of Norman H. Asbjornson could impair the growth of our business. Norman H. Asbjornson, the founder of AAON, Inc., has served as the President and Chief Executive Officer of the Company from inception to date. He has provided the leadership and vision for our growth. Although important responsibilities and functions have been delegated to other highly experienced and capable management personnel, our products are technologically advanced and well positioned for sales into the future and we carry key man insurance on Mr. Asbjornson, his death, disability or retirement, could impair the growth of our business. We do not have an employment agreement with Mr. Asbjornson. Our stockholder rights plan and some provisions in our bylaws and Nevada law could delay or prevent a change in control. Our stockholder rights plan and some provisions in our bylaws and Nevada law could delay or prevent a change in control, which could adversely affect the price of our common stock. AAON's business is subject to the risks of interruptions by problems such as computer viruses. Despite our company's implementation of network security measures, its services are vulnerable to computer viruses, break-ins and similar disruptions from unauthorized tampering with its computer systems. Any such event could have a material adverse affect on our business. Exposure to environmental liabilities could adversely affect our results of operations. Our future profitability could be adversely affected by current or future environmental laws. We are subject to extensive and changing federal, state and local laws and regulations designed to protect the environment in the United States and in other parts of the world. These laws and regulations could impose liability for remediation costs and result in civil or criminal penalties in case of non-compliance. Compliance with environmental laws increases our costs of doing business. Because these laws are subject to frequent change, we are unable to predict the future costs resulting from environmental compliance. Item 1B. Unresolved Staff Comments. None. -5- Item 2. Properties. The plant and office facilities in Tulsa, Oklahoma, consist of a 337,000 square foot building (322,000 sq. ft. of manufacturing/warehouse space and 15,000 sq. ft. of office space) located on a 12-acre tract of land at 2425 South Yukon Avenue (the "original facility"), and a 563,000 square foot manufacturing/warehouse building and a 22,000 square foot office building (the "expansion facility") located on a 40-acre tract of land across the street from the original facility (2440 South Yukon Avenue). Both plants are of sheet metal construction. The original facility's manufacturing area is in a heavy industrial type building, with total coverage by bridge cranes, containing manufacturing equipment designed for sheet metal fabrication and metal stamping. The manufacturing equipment contained in the original facility consists primarily of automated sheet metal fabrication equipment, supplemented by presses, press breaks and NC punching equipment. Assembly lines consist of four cart-type conveyor lines with variable line speed adjustment, three of which are motor driven. Subassembly areas and production line manning are based upon line speed. The manufacturing facility is 1,140 feet in length and varies in width from 390 feet to 220 feet. The expansion facility is 39% (228,000 sq. ft.) utilized by the Company and 61% leased to a third party. The Company uses 22,000 sq. ft. for office space, 20,000 sq. ft. for warehouse space and 80,000 sq. ft. for two production lines; an additional 106,000 square feet is utilized for sheet metal fabrication. The remaining 357,000 sq. ft. (presently leased) will afford the Company additional plant space for long-term growth. The Company's operations in Longview, Texas, are conducted in a plant/office building at 203-207 Gum Springs Road, containing 258,000 sq. ft. on 14 acres. The manufacturing area (approximately 251,000 sq. ft.) is located in three 120-foot wide sheet metal buildings connected by an adjoining structure. The facility is built for light industrial manufacturing. An additional, contiguous 15 acres were purchased in 2004 and 2005 for future expansion. The Company's operations in Burlington, Ontario, Canada, are located at 279 Sumach Drive, consisting of an 82,000 sq. ft. office/manufacturing facility on a 5.6 acre tract of land. Production at these facilities averaged approximately $21.9 million per month in 2007, which is approximately 62% of the estimated current production capacity. Management deems its facilities to be nearly ideal for the type of products being manufactured by the Company. Item 3. Legal Proceedings. The Company is not a party to any pending legal proceeding which management believes is likely to result in a material liability and no such action is contemplated by or, to the best of its knowledge, has been threatened against the Company. Item 4. Submission of Matters to a Vote of Security Holders. No matter was submitted to a vote of security holders, through solicitation of proxies or otherwise, during the period from October 1, 2007, through December 31, 2007. -6- PART II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. The Company's Common Stock is traded on the NASDAQ National Market under the symbol "AAON". The range of closing prices for the Company's Common Stock during the last two years, as reported by National Association of Securities Dealers, Inc., was as follows: Quarter Ended High (1) Low (1) ------------- ---- --- March 31, 2006 $15.94 $12.07 June 30, 2006 $19.02 $13.97 September 30, 2006 $17.87 $14.27 December 31, 2006 $19.34 $14.32 March 31, 2007 $19.67 $16.46 June 30, 2007 $21.38 $16.47 September 30, 2007 $23.01 $18.61 December 31, 2007 $21.96 $16.60 - ------------------- (1) All prices adjusted to reflect a 3 for 2 stock split effected August 21, 2007 On February 29, 2008, there were 735 holders of record, and 2,860 beneficial owners, of the Company's Common Stock. On February 14, 2006, the Board of Directors voted to initiate a semi-annual cash dividend of $0.20 per share to the holders of the outstanding Common Stock of the Company to be declared at dates of the Board's discretion. In 2007, dividends were declared to shareholders of record at the close of business on June 11, 2007 and paid on July 2, 2007 and declared to shareholders of record at the close of business on December 13, 2007 and paid on January 3, 2008. Following the 3 for 2 stock split in August 2007 (which was effected by means of a 50% stock dividend), the Board voted to increase the post-split dividend by 20% to $0.16 per share. The Company paid cash dividends of approximately $4,998,000 and declared dividends payable of approximately $2,943,000 for the year ended December 31, 2007. Following repurchases of approximately 12% of its outstanding Common Stock between September 1999 and September 2001, the Company announced and began another stock repurchase program on October 17, 2002, targeting repurchases of up to approximately 1,987,500 shares of its outstanding stock. On February 14, 2006, the Board of Directors approved the suspension of the Company's repurchase program. Through December 31, 2006, the Company had repurchased a total of 1,886,796 shares under this program for an aggregate price of $22,034,568, or an average of $11.68 per share. The Company purchased the shares at the current market price. On November 6, 2007, the Board authorized a new stock buyback program, targeting repurchases of up to approximately 10% (1.8 million shares) of the outstanding stock of the Company from time to time in open market transactions at prevailing market prices. Between November 6, 2007 and December 31, 2007, the Company repurchased a total of 690,300 shares under this program for an aggregate price of $13,012,199, or an average of $18.85 per share. On July 1, 2005, the Company entered into a stock repurchase arrangement by which employee-participants in AAON's 401(k) savings and investment plan are entitled to have shares of AAON stock in their accounts sold to the Company to provide diversification of their investments. The maximum number of shares to be repurchased is unknown under the program as the amount is contingent on the number of shares sold by employees. Through December 31, 2007, the Company repurchased 501,075 shares for an aggregate price of $7,712,287, or an average price of $15.39 per share. The Company purchases the shares at the current market price. -7- On November 7, 2006, the Board of Directors authorized the Company to repurchase shares from certain directors following their exercise of stock options. The maximum number of shares to be repurchased is unknown under the program as the amount is contingent on the number of shares sold by directors. Through December 31, 2007, the Company repurchased 260,625 shares for an aggregate price of $5,232,188, or an average price of $20.08 per share. The Company purchases the shares at the current market price. Repurchases during the fourth quarter of 2007 were as follows: ISSUER PURCHASES OF EQUITY SECURITIES (d) (a) (c) Maximum Number (or Total (b) Total Number of Approximate Dollar Number of Average Shares (or Units) Value) of Shares (or Period Shares (or Price Paid Purchased as Part of Units) that May Yet Units) Per Share Publicly Announced Be Purchased Under Purchased (or Unit) Plans or Programs the Plans or Programs - ---------------------------------- ------------ ----------- ---------------------- ----------------------- Month #1 - October 1-31, 2007 20,303 $18.60 20,303 - Month #2 - November 1-30, 2007 372,688 $18.50 372,688 - Month #3 - December 1-31,2007 330,747 $19.27 330,747 - - ---------------------------------------------------------------------------------------------------------------------- Total 723,738 $18.85 723,738 - ====================================================================================================================== Stock Performance Graph (1) The following graph compares the cumulative total shareholder return of the Company, the NASDAQ Composite and its peer group named below. The graph assumes a $100 investment at the closing price on January 1, 2002, and reinvestment of dividends on the date of payment without commissions. This table is not intended to forecast future performance of the Company's Common Stock. Comparison of 5 Year Cumulative Total Return Among AAON, Inc., NASDAQ Composite and Peer Group* 2002 2003 2004 2005 2006 2007 ---- ---- ---- ---- ---- ---- AAON INC Return % 5.31 -17.21 11.25 48.10 14.04 Cum $ 100.00 105.31 87.19 96.99 143.64 163.81 NASDAQ Composite Return % 50.79 9.16 2.12 10.39 13.87 - Total Returns Cum $ 100.00 150.79 164.60 168.08 185.55 211.29 Peer Group Return % 52.85 12.66 8.34 14.02 27.88 Cum $ 100.00 152.85 172.19 186.55 212.70 272.01 -8- * The peer group consists of Trane, Inc.; Lennox International, Inc.; Mestek, Inc.; LSB Industries, Inc.; and United Technologies Corporation, all of which are in the business of manufacturing air conditioning and heat exchange equipment. (1) Securities and Exchange Commission ("SEC") filings sometimes "incorporate information by reference." This means the Company is referring you to information that has previously been filed with the SEC, and that this information should be considered as part of the filing you are reading. Unless the Company specifically states otherwise, this Stock Performance Graph shall not be deemed to be incorporated by reference and shall not constitute soliciting material or otherwise be considered filed under the Securities Act of 1933 as amended, or the Securities Exchange act of 1934, as amended. Item 6. Selected Financial Data. The following selected financial data should be read in conjunction with the financial statements and related notes thereto for the periods indicated which are included elsewhere in this report. Year Ended December 31, - ------------------------------------------------------------------------------------------------------------------ Results of Operations: 2007 2006 2005 2004 2003 ---- ---- ---- ---- ---- (in thousands, except per share data) Net sales $ 262,517 $ 231,460 $ 185,195 $ 171,885 $ 147,890 Net income $ 23,156 $ 17,133 $ 11,462 $ 7,521 $ 14,227 Earnings per share: Basic $ 1.24 $ 0.93 $ 0.62 $ 0.40 $ 0.75 Diluted $ 1.22 $ 0.90 $ 0.60 $ 0.39 $ 0.72 Cash dividends declared per common share $ 0.32 $ 0.32 $ - $ - $ - Weighted average shares outstanding: Basic 18,628 18,456 18,510 18,653 19,027 Diluted 18,927 18,968 19,125 19,385 19,877 December 31, - ------------------------------------------------------------------------------------------------------------------ Financial Position at End of Fiscal Year: 2007 2006 2005 2004 2003 ---- ---- ---- ---- ---- (in thousands) Working Capital $ 38,788 $ 36,356 $ 33,372 $ 27,939 $ 35,369 Total assets $ 137,140 $ 130,056 $ 113,606 $ 105,227 $ 102,085 Long-term and Current debt $ 330 $ 59 $ 167 $ 275 $ - Total stockholders' equity $ 95,420 $ 91,592 $ 79,495 $ 71,171 $ 67,428 Basic earnings per common share were computed by dividing net income by the weighted average number of shares of common stock outstanding during the reporting period. Diluted earnings per common share were determined on the assumed exercise of dilutive options, as determined by applying the treasury stock method. Effective August 21, 2007, the Company completed a three-for-two stock split. The shares outstanding and earnings per share disclosures have been restated to reflect the stock split. -9- Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations. Overview AAON engineers, manufactures and markets air-conditioning and heating equipment consisting of standardized and custom rooftop units, chillers, air-handling units, make-up units, heat recovery units, condensing units, coils and boilers. Custom units are marketed and sold to retail, manufacturing, educational, medical and other commercial industries. AAON markets units to all 50 states in the United States and certain provinces in Canada. Foreign sales are less than 5% of the Company's 2007 sales as the majority of all sales are domestic. AAON sells its products to property owners and contractors through a network of manufacturers' representatives and its internal sales force. Demand for the Company's products is influenced by national and regional economic and demographic factors. The commercial and industrial new construction market is subject to cyclical fluctuations in that it is generally tied to housing starts, but has a lag factor of 6-18 months. Housing starts, in turn, are affected by such factors as interest rates, the state of the economy, population growth and the relative age of the population. When new construction is down, the Company emphasizes the replacement market. The principal components of cost of goods sold are labor, raw materials, component costs, factory overhead, freight out and engineering expense. The principal raw materials used in AAON's manufacturing processes are steel, copper and aluminum. Prices increased by approximately 50% for steel, 75% for aluminum and 190% for copper from 2005 to 2007. The increases resulted in economic challenges to AAON. AAON reviewed and adjusted current pricing strategies, created efficiencies in production, and continued relationships with suppliers in order to mitigate the economic factors of increasing commodity prices. The major component costs include compressors, electric motors and electronic controls, which also increased due to increases in commodities. Selling, general, and administrative ("SG&A") costs include the Company's internal sales force, warranty costs, profit sharing and administrative expense. Warranty expense is estimated based on historical trends and other factors. The Company's warranty on its products is: for parts only, the earlier of one year from the date of first use or 18 months from date of shipment; compressors (if applicable), an additional four years, on gas-fired heat exchangers (if applicable), 15 years, and on stainless steel heat exchangers (if applicable), 25 years. Warranty charges on heat exchangers do not occur frequently. The office facilities of AAON, Inc. consist of a 337,000 square foot building (322,000 sq. ft. of manufacturing/warehouse space and 15,000 sq. ft. of office space) located at 2425 S. Yukon Avenue, Tulsa, Oklahoma (the "original facility"), and a 563,000 square foot manufacturing/warehouse building and a 22,000 square foot office building (the "expansion facility") located across the street from the original facility at 2440 S. Yukon Avenue. The Company utilizes 39% of the expansion facility and the remaining 61% is leased to a third party. Other operations are conducted in a plant/office building at 203-207 Gum Springs Road in Longview, Texas, containing 258,000 square feet (251,000 sq. ft. of manufacturing/warehouse and 7,000 sq. ft. of office space). An additional 15 acres of land was purchased for future expansion in 2004 and 2005 in Longview, Texas. The Company's operations in Burlington, Ontario, Canada, are located at 279 Sumach Drive, consisting of an 82,000 sq. ft. office/manufacturing facility on a 5.6 acre tract of land. -10- Set forth below is income statement information and as a percentage of sales with respect to the Company for years 2007, 2006 and 2005: Year Ended December 31, 2007 2006 2005 ---- ---- ---- (in thousands) Net sales $ 262,517 100.0% $ 231,460 100.0% $ 185,195 100.0% Cost of sales 205,148 78.1% 187,570 81.0% 149,904 81.0% --------------- ---------- --------------- ---------- --------------- ---------- Gross profit 57,369 21.9% 43,890 19.0% 35,291 19.0% Selling, general and administrative expenses 21,703 8.3% 18,059 7.8% 17,477 9.4% --------------- ---------- --------------- ---------- --------------- ---------- Income from operations 35,666 13.6% 25,831 11.2% 17,814 9.6% --------------- ---------- --------------- ---------- --------------- ---------- Interest expense (10) 0.0% (81) 0.0% (16) 0.0% Interest income 8 0.0% 24 0.0% 67 0.0% Other income (expense), net (321) (0.1%) 424 0.1% 467 0.3% --------------- ---------- --------------- ---------- --------------- ---------- Income before income taxes 35,343 13.5% 26,198 11.3% 18,332 9.9% Income tax provision 12,187 4.7% 9,065 3.9% 6,870 3.7% --------------- ---------- --------------- ---------- --------------- ---------- Net income $ 23,156 8.8% $ 17,133 7.4% $ 11,462 6.2% =============== ========== =============== ========== =============== ========== Results of Operations Key events impacting AAON's cash balance, financial condition, and results of operations in 2007 include the following: o An increase in the volume of sales on all product lines due to commercial construction growth and market share gains, and effective moderation of commodity costs with purchase agreements and pricing strategies affecting gross margin, positively resulted in significantly higher revenues and net income. The large volume of sales also lowered the effect of major fixed costs in general and administrative expenses and occupancy expenses. o AAON remained the leader in the industry for environmentally-friendly, energy efficient and quality innovations, utilizing R410A refrigerant and phasing out pollutant causing R22 refrigerant. The phase out of R22 began at the beginning of 2004. AAON also utilizes a high performance composite foam panel to eliminate over half of the heat transfer from typical fiberglass insulated panels. AAON continues to utilize sloped condenser coils, and access compartments to filters, motor, and fans. All of these innovations increase the demand for AAON's products thus increasing market share. o In February 2006, the Board of Directors initiated a program of semi-annual cash dividend payments. Cash payments of $5.0 million were made in 2007 ($2.5 million paid in January and July 2007, respectively), and $2.9 million was accrued as a liability for payment in January 2008. o Stock repurchases of AAON stock from employee's 401(k) savings and investments plan was authorized in 2005. Stock repurchases of AAON stock from directors was authorized in 2006. Stock repurchases of AAON stock from the open market was authorized and initiated in November 2007. Total repurchases resulted in cash payments of $20.8 million. This cash outlay is partially offset by cash received from options exercised by employees as a part of an incentive bonus program. The cash received in 2007 from options exercised was $2.4 million. o Borrowings under the line of credit were $12.1 million and approximately $10,000 in interest expense was paid in 2007. Borrowings under the line of credit where interest is accrued are relatively short and generally paid off within the month incurred or the following month. At the end of 2007 there were no borrowings owed on the line of credit. o Purchases of equipment and renovations to manufacturing facilities remained a priority. AAON's capital expenditures were $10.9 million. Equipment purchases create significant efficiencies, lower production costs and allow continued growth in production. The Company currently estimates to dedicate $7.0 to $10.0 million to capital expenditures in 2008 for continued growth. -11- Net Sales Net sales were $262.5 million, $231.5 million and $185.2 million in 2007, 2006 and 2005. The highest level of sales occurred in 2007. This increase in sales of $31.0 million or 13.4% was attributable to an increase in volume of product sold related to the Company's new and redesigned products being favorably received by its customers, active marketing by sales representatives and pricing strategies implemented on 90% of the Company's product lines in the second quarter in order to keep up with increasing raw materials costs. New commercial construction steadily improved throughout 2007 and 2006, contributing to growth of the market. The increase in sales in 2006 of $46.3 million or 25% was attributable to both volume and price increases. The increased sales were offset by computer and electrical outages that caused the closing of the Tulsa facility for four days. Management anticipates continued growth throughout 2008. Gross Profit Gross margins in 2007, 2006 and 2005 were $57.4 million, $43.9 million and $35.3 million, respectively. As a percentage of sales, gross margins were 21.9%, 19.0% and 19.0% for the years ended 2007, 2006 and 2005. The increase in gross profit for 2007, resulted from pricing strategies becoming fully utilized and production and labor efficiencies, as sales volume increased. The Company saw a leveling off of raw material increases in the first half of the year, which also contributed to higher gross profits. The increase in margins was attained despite increased pricing on certain materials in the last half of the year. Management anticipates the moderation of commodity costs through relationships with suppliers and price decreases in certain commodity costs will only enhance already increased margins. The stable gross profit percentage from 2005 to 2006 resulted from adjusting pricing strategies for continued high material costs for raw materials and components. Certain labor efficiencies were also experienced in 2006 adding to the positive gross margin. Due to an increase in the volume of sales, actual gross profit for 2007 increased by $13.5 million from 2006, and by $8.6 million from 2005 to 2006. Steel, copper and aluminum are high volume materials used in the manufacturing of the Company's products, which are obtained from domestic suppliers. Raw materials pricing increased approximately 50% for steel, 75% for aluminum and 190% for copper from 2005 to 2007, causing increased inventory costs. The Company also purchases from other domestic manufacturers certain components, including compressors, electric motors and electrical controls used in its products. The suppliers of these components are significantly affected by the rising raw material costs, as steel, copper and aluminum are used in the manufacturing of their products; therefore, the Company is also experiencing price increases from component part suppliers. The Company instituted several price increases from 2005 to 2007 to customers in an attempt to offset the continued increases in steel, copper and aluminum. The Company attempts to limit the impact of price increases on these materials by entering into cancelable fixed price contracts with its major suppliers for periods of 6-12 months. Selling, General and Administrative Expenses Selling, general and administrative expenses were $21.7 million, $18.1 million and $17.5 million for the years ended 2007, 2006 and 2005. The increase in selling, general and administrative expenses is due primarily to an increase in warranty expense caused by increased sales and an increase in profit sharing resulting from an increase in net income. In 2006, the increase in selling, general and administrative expenses was caused primarily by an increase in sales expenditures for an increased sales force and active marketing, increases in salaries for selling, general and administrative personnel and an increase in profit sharing. There were additional non-cash compensation costs for the fair value of stock options granted to employees in accordance with the adoption of Statement of Financial Accounting Standards ("SFAS") No. 123(R), Share-Based Payment ("SFAS 123(R)"). Interest Expense Interest expense was approximately $10,000, $81,000 and $16,000 for the years ended 2007, 2006 and 2005. The decrease in interest expense of approximately $71,000 in 2007 was due to less average borrowings under the revolving credit facility as a result of an increase in net cash provided by operations. The increase in interest expense of approximately $65,000 in 2006 was due to an increase in average borrowings under the revolving credit facility and increases in interest rates. Interest on borrowings is payable monthly at the Wall Street Journal prime rate less 0.5% or LIBOR plus 1.6%, at the election of the Company (6.84% at December 31, 2007). Average borrowings under the revolving credit facility are typically paid in full within the month of borrowing or the following month. -12- Interest Income Interest income was approximately $8,000, $24,000 and $67,000 in 2007, 2006 and 2005 respectively. The decrease in interest income is due to lower balances in certificates of deposit and short-term money markets. Other Income (Expense) Other expense was approximately $321,000 in 2007. Other income (expense) also includes foreign currency gains and losses that result from operations in Canada. The weakened U.S. dollar was the primary reason for the decrease in other income (expense) in 2007. Other income was approximately $424,000 and $467,000 in 2006 and 2005, respectively. Other income is attributable primarily to rental income from the Company's expansion facility. All expenses associated with the facility that are allocated to the rental portion of the building are included in other income. The Company plans to continue to monetize the expansion facility until it is needed for increased capacity. Analysis of Liquidity and Capital Resources AAON's working capital and capital expenditure requirements are generally met through net cash provided by operations and the revolving bank line of credit. Cash Provided by Operating Activities. Net cash provided from operating activities has fluctuated from year to year. Net cash provided by operating activities was $31.2 million, $19.4 million and $12.0 million in fiscal years 2007, 2006 and 2005, respectively. The year-to-year variances are primarily from results of changes in net income, accounts receivable, inventories held by the Company, accounts payable and accrued liabilities. Net income for fiscal year 2007 was $23.2 million, an increase of $6.1 million from 2006. The increase in net income during fiscal years 2007 and 2006 compared to fiscal years 2006 and 2005 was primarily due to increased volume of sales, adjusted pricing strategies to compensate for higher raw materials costs, innovative and efficient products, as well as strong economic growth of the commercial construction industry. Depreciation expense was $9.7 million, $9.1 million and $8.5 million for the years ended December 31, 2007, 2006 and 2005, respectively. The continued increase is due to capital expenditure purchases for growth and production efficiencies. The Company adopted SFAS 123(R) in 2006, which decreased net income by $0.6 million in 2007 and by $0.5 million in 2006. Share-based compensation was not applicable in 2005. Both depreciation expense and share-based compensation expense decreased net income but had no effect on operating cash. Accounts receivable balances have continued to increase in 2007, 2006 and 2005 from the increase in sales. Accounts receivable increased by $1.6 million at December 31, 2007 compared to December 31, 2006. The increase at December 31, 2006 from December 31, 2005 was $4.3 million. Inventories increased by $2.1 million, $5.8 million and $2.8 million at December 31, 2007, 2006 and 2005, respectively. The leading factor in the increase is primarily related to the valuation of inventories since 2005 due to higher raw material and component parts costs. The increase is also attributable to procurement of inventory to accommodate an increase of sales. Prepaid expenses increased by $0.2 million as compared to a decrease of $0.8 million at December 31, 2006 and an increase of $0.6 million at December 31, 2005. The increase in 2007 was related to multiple accounts, none of which experienced a significant increase. The decrease in 2006 was primarily related to prepaid copper inventory at 2005 pricing for 2006 material requirements that was included in prepaid expenses at December 31, 2005. -13- Accounts payable and accrued liabilities increased by $4.9 million, $4.3 million and $2.3 million at December 31, 2007, 2006 and 2005. The increase in 2007 is due to an increase in commissions payable related to the increase in sales, timing of commissions payable and payments to vendors. The change from December 31, 2006, compared to December 31, 2005, was attributable to timing of commissions payable and payments to vendors. Cash Flows Used in Investing Activities. Cash flows used in investing activities were $10.8 million, $16.8 million and $8.2 million in 2007, 2006 and 2005, respectively. The decrease in cash flows used in investing activities in 2007 was $6.0 million, and primarily related to a decrease in capital expenditures. The increase in cash flows used in investing activities in 2006 was primarily related to capital expenditures of $17.8 million for additions of machinery and equipment for increased efficiency and a manufacturing addition at the Longview facility. Cash flows used in investing activities in 2005 consisted primarily of capital expenditures of $10.1 million for additions of machinery and equipment and an office renovation for the facility located in Longview. Management utilizes cash flows provided from operating activities to fund capital expenditures that are expected to spur growth and create efficiencies. Due to anticipated production demands, the Company expects to expend approximately $7.0 to $10.0 million in 2008 for equipment requirements, a building renovation and a building expansion. The Company expects the cash requirements to be provided from cash flows from operations. In 2007, the Company did not invest in any certificates of deposits. In 2006, the Company invested a total of $2 million in certificates of deposit, the latest one maturing in July 2006. In 2005, the Company invested $1 million in a certificate of deposit, which matured in the first quarter of 2006. In 2002, the Company invested $3 million in a certificate of deposit that matured in the first quarter of 2005. Cash Flows Used in Financing Activities. Cash flows used in financing activities were $20.0 million, $3.3 million and $4.2 million in 2007, 2006 and 2005, respectively. The increase of cash used in financing activities primarily relates to cash dividends declared and paid and the continued repurchase of the Company's stock. The Company utilizes the revolving line of credit as described below in "General" to meet certain short-term cash demands based on current liquidity at the time. The Company accessed $12.1 million, and $53.7 million of borrowings under the line of credit and paid each separate borrowing within the month the borrowing occurred or the following month, resulting in no net borrowings under the revolving line of credit at December 31, 2007 and 2006, respectively. The Company utilized the revolving line of credit in 2005 for short-term cash demands in the amount of $21.1 million. The Company received cash from stock options exercised of $2.4 million and $1.3 million and classified the tax benefit of stock options exercised of $3.0 million and $1.9 million in financing activities in 2007 and 2006, respectively. The Company received cash from stock options exercised for the year ended 2005 of approximately $0.8 million. The Company repurchased shares of stock under the Board of Directors authorized stock buyback programs in 2007, 2006 and 2005. The Company repurchased shares of stock from employees' 401(k) savings and investment plan, Directors, and the open market in 2007 in the amount of $20.8 million for 1,082,736 shares of stock. The Company repurchased shares of stock from employees' 401(k) savings and investment plan and Directors in 2006 in the amount of $3.9 million for 250,500 shares of stock. The Company repurchased shares of stock from employees' 401(k) savings and investment plan in 2005 in the amount of $4.9 million for 274,350 shares of stock. In February 2006, the Board of Directors authorized a semi-annual cash dividend payment. Cash dividend payments of $5.0 million were made in 2007, and $2.9 million in dividends were declared and accrued as a liability in December 2007 for payment in January 2008. Cash dividend payments of $2.5 million were made in 2006, and $2.5 million in dividends were declared and accrued as a liability in December 2006 for payment in January 2007. Board approval is required to determine the date of declaration for each semi-annual payment. Prior to 2006, no cash dividends had been declared or paid. -14- General The Company's revolving credit facility provides for maximum borrowings of $15.2 million which is provided by the Bank of Oklahoma, National Association. Under the line of credit, there is one standby letter of credit totaling $1.3 million. The letter of credit is a requirement of the Company's workers compensation insurance and was extended in 2007 and will expire on December 31, 2008. Interest on borrowings is payable monthly at the Wall Street Journal prime rate less 0.5% or LIBOR plus 1.6%, at the election of the Company (6.84% at December 31, 2007). No fees are associated with the unused portion of the committed amount. At December 31, 2007 and 2006, the Company had no borrowings outstanding under the revolving credit facility. Borrowings available under the revolving credit facility at December 31, 2007, were $13.9 million. The credit facility previously required the Company to maintain a certain financial ratio and prohibited the declaration of cash dividends. On February 14, 2006, the Board of Directors voted to initiate a semi-annual cash dividend of $0.20 per share to the holders of the outstanding Common Stock. In conjunction with the Board's vote on February 14, 2006, the restriction of payments of dividends was waived by the lender and removed from the covenants with the renewal of the line of credit on July 30, 2006. At December 31, 2007 and 2006, the Company was in compliance with its financial ratio covenants. On July 30, 2007, the Company renewed the line of credit with a maturity date of July 30, 2008. On July 12, 2007, the Company's Board of Directors approved a three-for-two stock split of AAON's outstanding stock for shareholders of record as of August 3, 2007. The stock split was treated as a 50% stock dividend which was distributed on August 21, 2007. As a result of the stock split, the Company adjusted the dividend paid per share to $0.16. The applicable share and per share data for all periods included herein has been restated to reflect the stock split Management believes the Company's bank revolving credit facility (or comparable financing), and projected cash flows from operations will provide the necessary liquidity and capital resources to the Company for fiscal year 2008 and the foreseeable future. The Company's belief that it will have the necessary liquidity and capital resources is based upon its knowledge of the HVAC industry and its place in that industry, its ability to limit the growth of its business if necessary, its ability to authorize dividend cash payments, and its relationship with its existing bank lender. For information concerning the Company's revolving credit facility at December 31, 2007, see Note 4 to the Consolidated Financial Statements, Revolving Credit Facility. Commitments and Contractual Agreements The following table summarizes the Company's long-term debt and other contractual agreements as of December 31, 2007: Payments Due By Period (in thousands) Less Than 1 1-3 4-5 After 5 Contractual Financial Obligations Total Year Years Years years --------------- --------------- ----------- ----------- ------------- Long-term debt and capital leases $ 258 $ 91 $ 167 $ - $ - --------------- --------------- ----------- ----------- ------------- Total contractual obligations $ 258 $ 91 $ 167 $ - $ - =============== =============== =========== =========== ============= The fixed rate interest on long-term debt includes the amount of interest due on the Company's fixed rate long-term debt. These amounts do not include interest on the Company's variable rate obligation related to the Company's revolving credit facility. The Company is a party to several short-term, cancelable, fixed price contracts with major suppliers for the purchase of raw material and component parts. -15- Critical Accounting Policies The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Because these estimates and assumptions require significant judgment, future actual results could differ from those estimates and could have a significant impact on the Company's results of operations, financial position and cash flows. The Company reevaluates its estimates and assumptions on a monthly basis. The following accounting policies may involve a higher degree of estimation or assumption: Allowance for Doubtful Accounts - The Company's allowance for doubtful accounts is estimated to cover the risk of loss related to accounts receivable. The Company establishes an allowance for doubtful accounts based upon factors surrounding the credit risk of specific customers, historical trends in collections and write-offs, current customer status, the age of the receivable, economic conditions and other information. Aged receivables are reviewed on a monthly basis to determine if the reserve is adequate and adjusted accordingly at that time. The evaluation of these factors involves complex, subjective judgments. Thus, changes in these factors or changes in economic circumstances may significantly impact the Company's Consolidated Financial Statements. Inventory Reserves - The Company establishes a reserve for inventories based on the change in inventory requirements due to product line changes, the feasibility of using obsolete parts for upgraded part substitutions, the required parts needed for part supply sales, replacement parts and for estimated shrinkage. Warranty - A provision is made for estimated warranty costs at the time the product is shipped and revenue is recognized. The warranty period is: for parts only, the earlier of one year from the date of first use or 18 months from date of shipment; compressors (if applicable), an additional four years; on gas-fired heat exchangers (if applicable), 15 years; and on stainless steel heat exchangers (if applicable), 25 years. Warranty expense is estimated based on the Company's warranty period, historical warranty trends and associated costs, and any known identifiable warranty issue. Warranty charges associated with heat exchanges do not occur frequently. Due to the absence of warranty history on new products, an additional provision may be made for such products. The Company's estimated future warranty cost is subject to adjustment from time to time depending on changes in actual warranty trends and cost experience. Should actual claim rates differ from the Company's estimates, revisions to the estimated product warranty liability would be required. Medical Insurance - A provision is made for medical costs associated with the Company's Medical Employee Benefit Plan, which is primarily a self-funded plan. A provision is made for estimated medical costs based on historical claims paid and potential significant future claims. The plan is supplemented by employee contributions and an excess policy for claims over $100,000 each. Stock Compensation - The Company adopted SFAS 123(R), effective January 1, 2006. Applying this standard to value equity-based compensation requires the Company to use significant judgment and to make estimates, particularly for the assumptions used in the Black-Scholes valuation model, such as stock price volatility and expected option lives, as well as for the expected option forfeiture rates. In accordance with SFAS 123(R) the Company measures the cost of employee services received in exchange for an award of equity instruments using the Black-Scholes valuation model to calculate the grant-date fair value of the award. The compensation cost is recognized over the period of time during which an employee is required to provide service in exchange for the award, which will be the vesting period. Historically, actual results have been within management's expectations. -16- New Accounting Pronouncements In July 2006, the FASB released Financial Interpretation No. 48, Accounting for Uncertainty in Income Taxes, an Interpretation of SFAS No. 109 ("FIN 48"). FIN 48 clarifies the accounting for uncertain tax positions as described in SFAS No. 109, Accounting for Income Taxes, and requires a company to recognize, in its financial statements, the impact of a tax position only if that position is "more likely than not" of being sustained on an audit basis solely on the technical merits of the position. FIN 48 also requires qualitative and quantitative disclosures including a discussion of reasonably possible changes that might occur in the recognized tax benefits over the next twelve months as well as a roll-forward of all unrecognized tax benefits. FIN 48 is effective for fiscal years beginning after December 15, 2006. The Company adopted FIN 48 on January 1, 2007. The adoption of FIN 48 did not have a material impact on the Company's Consolidated Financial Statements. In September 2006, the FASB released SFAS No. 157, Fair Value Measurements ("SFAS 157"). SFAS 157 defines fair value and establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. Although SFAS 157 applies to (and amends) the provisions of existing authoritative literature, it does not, of itself, require any new fair value measurements or establish valuation standards. SFAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. Adoption of SFAS 157 is not expected to have a material impact on the Company's Consolidated Financial Statements. In February, 2007, the FASB issued FASB Statement No. 159, The Fair Value Option for Financial Assets and Financial Liabilities ("FAS 159"), which creates an alternative measurement treatment for certain financial assets and financial liabilities. SFAS 159 permits fair value to be used for both the initial and subsequent measurements on an instrument by instrument basis, with changes in the fair value to be recognized in earnings as those changes occur. This election is referred to as the fair value option. SFAS 159 also requires additional disclosures to compensate for the lack of comparability that will arise from the use of the fair value option. SFAS 159 is effective for fiscal years beginning after November 15, 2007. Adoption of SFAS 159 did not have a material impact on the Company's Consolidated Financial Statements. Forward-Looking Statements This Annual Report includes "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as "expects", "anticipates", "intends", "plans", "believes", "seeks", "estimates", "will", and variations of such words and similar expressions are intended to identify such forward-looking 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. The Company undertakes no obligations to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Important factors that could cause results to differ materially from those in the forward-looking statements include (1) the timing and extent of changes in raw material and component prices, (2) the effects of fluctuations in the commercial/industrial new construction market, (3) the timing and extent of changes in interest rates, as well as other competitive factors during the year, and (4) general economic, market or business conditions. Item 7A. Quantitative and Qualitative Disclosures About Market Risk. The Company is subject to interest rate risk on its revolving credit facility, which bears variable interest based upon a prime or LIBOR rate. The Company had no outstanding balance as of December 31, 2007. -17- Foreign sales accounted for less than approximately 5% of the Company's sales in 2007 and the Company accepts payment for such sales in U.S. and Canadian dollars; therefore, the Company believes it is not exposed to significant foreign currency exchange rate risk on these sales. Foreign currency transactions and financial statements are translated in accordance with SFAS No. 52, Foreign Currency Translation. The Company uses the U.S. dollar as its functional currency, except for the Company's Canadian subsidiaries, which use the Canadian dollar. Adjustments arising from translation of the Canadian subsidiaries' financial statements are reflected in accumulated other comprehensive income. Transaction gains or losses that arise from exchange rate fluctuations applicable to transactions denominated in Canadian currency are included in the results of operations as incurred. The exchange rate of the Canadian dollar to the United States dollar was $0.862 and $1.019 at December 31, 2006 and 2007, respectively. Important raw materials purchased by the Company are steel, copper and aluminum, which are subject to price fluctuations. The Company attempts to limit the impact of price increases on these materials by entering cancelable fixed price contracts with its major suppliers for periods of 6 -12 months. However, from 2005 to 2007 cost increases in basic commodities, such as steel, aluminum and copper, rose by 50%, 75% and 190%, and impacted profit margins. The Company does not utilize derivative financial instruments to hedge its interest rate, foreign currency exchange rate or raw materials price risks. Item 8. Financial Statements and Supplementary Data. The financial statements and supplementary data are included commencing at page 29. Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. None. Item 9A. Controls and Procedures. (a) Evaluation of Disclosure Controls and Procedures At the end of the period covered by this Annual Report on Form 10-K, the Company's management, under the supervision and with the participation of the Company's Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and operation of the Company's disclosure controls and procedures. Based on that evaluation, the Company's Chief Executive Officer and Chief Financial Officer believe that: o The Company's disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company in the reports it files under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms; and o The Company's disclosure controls and procedures operate such that important information flows to appropriate collection and disclosure points in a timely manner and are effective to ensure that such information is accumulated and communicated to the Company's management, and made known to the Company's Chief Executive Officer and Chief Financial Officer, particularly during the period when this Annual Report was prepared, as appropriate to allow timely decisions regarding the required disclosure. AAON's Chief Executive Officer and Chief Financial Officer have evaluated the Company's disclosure controls and procedures and concluded that these controls and procedures were effective as of December 31, 2007. -18- (b) Management's Annual Report on Internal Control over Financial Reporting The management of AAON, Inc. and its subsidiaries (AAON) is responsible for establishing and maintaining adequate internal control over financial reporting. AAON's internal control system was designed to provide reasonable assurance to the Company's management and Board of Directors regarding the preparation and fair presentation of published financial statements. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. In making its assessment of internal control over financial reporting, management used the criteria issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control--Integrated Framework. Based on our assessment, we believe that, as of December 31, 2007, the Company's internal control over financial reporting is effective based on those criteria. AAON's independent registered public accounting firm has issued an attestation report on the Company's internal control over financial reporting. Date: March 11, 2008 /s/ Norman H. Asbjornson ---------------------------- Norman H. Asbjornson Chief Executive Officer /s/ Kathy I. Sheffield ---------------------------- Kathy I. Sheffield Chief Financial Officer (c) Report of Independent Registered Public Accounting Firm Report of Independent Registered Public Accounting Firm ------------------------------------------------------- Board of Directors and Stockholders of AAON, Inc. We have audited AAON, Inc. (a Nevada corporation) and subsidiaries' internal control over financial reporting as of December 31, 2007, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. -19- A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. In our opinion, AAON, Inc. and subsidiaries maintained, in all material respects, effective internal control over financial reporting as of December 31, 2007, based on criteria established in Internal Control - Integrated Framework issued by COSO. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of AAON, Inc. and subsidiaries as of December 31, 2007 and 2006, and the related consolidated statements of income, stockholders' equity and comprehensive income, and cash flows for each of the three years in the period ended December 31, 2007 and our report dated March 10, 2008 expressed an unqualified opinion on those consolidated financial statements. /s/ GRANT THORNTON LLP Tulsa, Oklahoma March 10, 2008 (d) Changes in Internal Control over Financial Reporting There have been no changes in internal control over financial reporting that occurred during the fourth quarter of 2007 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting. Item 9B. Other Information. None. -20- PART III Item 10. Directors, Executive Officers and Corporate Governance. The information required by Items 401, 405, 406 and 407(c)(3), (d)(4) and (d)(5) of Regulation S-K is incorporated by reference to the information contained in the Company's definitive Proxy Statement to be filed with the Securities and Exchange Commission in connection with the Company's 2008 Annual Meeting of Stockholders. Code of Ethics - -------------- The Company has adopted a code of ethics that applies to its principal executive officer, principal financial officer and principal accounting officer or persons performing similar functions, as well as its other employees and directors. The Company undertakes to 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 Kathy I. Sheffield, or by calling (918) 382-6204. Item 11. Executive Compensation. The information required by Items 402 and 407(e)(4) and (e)(5) of Regulation S-K is incorporated by reference to the information contained in the Company's definitive Proxy Statement to be filed with the Securities and Exchange Commission in connection with the Company's 2008 Annual Meeting of Stockholders. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. The information required by Item 403 and Item 201(d) of Regulation S-K is incorporated by reference to the information contained in the Company's definitive Proxy Statement to be filed with the Securities and Exchange Commission in connection with the Company's 2008 Annual Meeting of Stockholders. Item 13. Certain Relationships and Related Transactions. Transactions with Related Persons AAON's Code of Conduct guides the Board of Directors in its actions and deliberations with respect to related party transactions. Under the Code, conflicts of interest, including any involving the directors or any Named Officers, are prohibited except under any guidelines approved by the Board of Directors. Only the Board of Directors may waive a provision of the Code of Conduct for a director or a Named Officer, and only then in compliance with all applicable laws and rules and regulations. The Company did not enter into any new related party transactions and has no preexisting related party transactions in 2007 or 2006, respectively. Director Independence The Board has adopted director independence standards that meets and/or exceed listing standards set by NASDAQ. NASDAQ has set forth six applicable tests and requires that a director who fails any of the tests be deemed not independent. In 2007, the Board affirmatively determined, considering the standards described more fully below, that Messrs. Naugle, Pantaleoni, Ryan, Short and Stephenson are independent. Upon the resignations of Messrs. Naugle and Ryan, followed by the subsequent elections of Messrs. Lackey and McElroy, the Board affirmatively determined that Messrs. Lackey and McElroy are independent. As a result of his position as the President of the Company, Mr. Asbjornson does not qualify as independent under the standards set forth below. The Board has determined that Mr. Johnson should not be deemed independent, because he is a member of the law firm that serves as General Counsel to the Company. In addition, each member of the Audit Committee and the Compensation Committee is independent. -21- The Company's director independence standards are as follows: It is the policy of the Board of Directors that a majority of the members of the Board consist of directors independent of the Company and of the Company's management. For a director to be deemed "independent," the Board shall affirmatively determine that the director has no material relationship with the Company or its affiliates or any member of the senior management of the Company or his or her affiliates. In making this determination, the Board applies, at a minimum and in addition to any other standards for independence established under applicable statutes and regulations as outlined by the NASDAQ listing standards Rule 4200, the following standards, which it may amend or supplement from time to time: o A director who is, or has been within the last three years, an employee of the Company, or whose immediate family member is, or has been within the last three years a Named Officer, of the Company can not be deemed independent. Employment as an interim Chairman or Chief Executive Officer will not disqualify a director from being considered independent following that employment. o A director who has received, or who has an immediate family member who has received, during any twelve-month period within the last three years, more than $60,000 in direct compensation from the Company, other than director and committee fees and benefits under a tax-qualified retirement plan, or non-discretionary compensation for prior service (provided such compensation is not contingent in any way on continued service), can not be deemed independent. Compensation received by a director for former service as an interim Chairman or Chief Executive Officer and compensation received by an immediate family member for service as a non-executive employee of the Company will not be considered in determining independence under this test. o A director who (A) is, or whose immediate family member is, a current partner of a firm that is the Company's external auditor; (B) is a current employee of such a firm; or (C) was, or whose immediate family member was, within the last three years (but is no longer) a partner or employee of such a firm and personally worked on the Company's audit within that time can not be deemed independent. o A director who is, or whose immediate family member is, or has been within the last three years, employed as an executive officer of another company where any of the Company's present Named Officers at the time serves or served on that company's compensation committee can not be deemed independent. o A director who is a current employee or general partner, or whose immediate family member is a current executive officer or general partner, of an entity that has made payments to, or received payments from, the Company for property or services in an amount which, in any of the last three fiscal years, exceeds the greater of $200,000 or 5% of such other entity's consolidated gross revenues, other than payments arising solely from investments in the Company's securities or payments under non-discretionary charitable contribution matching programs, can not be deemed independent. For purposes of the independence standards set forth above, the terms: o "affiliate" means any consolidated subsidiary of the Company and any other Company or entity that controls, is controlled by or is under common control with the Company; o "executive officer" means an "officer" within the meaning of Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended; and o "immediate family" means spouse, parents, children, siblings, mothers- and fathers-in-law, sons- and daughters-in-law, brothers- and sisters-in-law and anyone (other than employees) sharing a person's home, but excluding any person who is no longer an immediate family member as a result of legal separation or divorce, death or incapacitation. The Board undertakes an annual review of the independence of all non-employee directors. In advance of the meeting at which this review occurs, each non-employee director is asked to provide the Board with full information regarding the director's business and other relationships with the Company and its affiliates and with senior management and their affiliates to enable the Board to evaluate the director's independence. -22- Directors have an affirmative obligation to inform the Board of any material changes in their circumstances or relationships that may impact their designation by the Board as "independent." This obligation includes all business relationships between, on the one hand Directors or members of their immediate family, and, on the other hand, the Company and its affiliates or members of senior management and their affiliates, whether or not such business relationships are subject to any other approval requirements of the Company. Item 14. Principal Accountant Fees and Services. Incorporated by reference to the Company's definitive Proxy Statement to be filed with the Securities and Exchange Commission in connection with the Company's 2008 Annual Meeting of Stockholders. -23- PART IV Item 15. Exhibits and Financial Statement Schedules. (a) Financial statements. See Index to Consolidated Financial Statements on page 27. (b) Exhibits: (3) (A) Articles of Incorporation (i) (A-1) Article Amendments (ii) (B) Bylaws (i) (B-1) Amendments of Bylaws (iii) (4) (A) Third Restated Revolving Credit and Term Loan Agreement and related documents (iv) (A-1) Third Amendment to Third Restated Revolving Credit and Term Loan Agreement (v) (B) Rights Agreement dated February 19, 1999, as amended (vi) (10.1) AAON, Inc. 1992 Stock Option Plan, as amended (vii) (10.2) AAON, Inc. 2007 Long-Term Incentive Plan, as amended (viii) (21) List of Subsidiaries (ix) (23) Consent of Grant Thornton LLP (31.1) Certification of CEO (31.2) Certification of CFO (32.1) Section 1350 Certification - CEO (32.2) Section 1350 Certification - CFO ---------- (i) Incorporated herein by reference to the exhibits to the Company's Form S-18 Registration Statement No. 33-18336-LA. (ii) Incorporated herein by reference to the exhibits to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1990, and to the Company's Forms 8-K dated March 21, 1994, March 10, 1997, and March 17, 2000. (iii) Incorporated herein by reference to the Company's Forms 8-K dated March 10, 1997, May 27, 1998 and February 25, 1999, or exhibits thereto. (iv) Incorporated by reference to exhibit to the Company's Form 8-K dated July 30, 2004. (v) Incorporated herein by reference to exhibit to the Company's Form 8-K dated August 7, 2007 -24- (vi) Incorporated by reference to exhibits to the Company's Forms 8-K dated February 25, 1999, and August 20, 2002, and Form 8-A Registration Statement No. 000-18953, as amended. (vii) Incorporated herein by reference to exhibits to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1991, and to the Company's Form S-8 Registration Statement No. 33-78520, as amended. (viii) Incorporated herein by reference to Appendix B to the Company's definitive Proxy Statement for the 2007 Annual Meeting of Stockholders filed April 23, 2007. (ix) Incorporated herein by reference to exhibits to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2004. -25- SIGNATURES Pursuant to the requirement of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized. AAON, INC. Dated: March 11, 2008 By: /s/ Norman H. Asbjornson ------------------------------------- Norman H. Asbjornson, President 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: March 11 2008 /s/ Norman H. Asbjornson ------------------------------------- Norman H. Asbjornson President and Director (principal executive officer) Dated: March 11, 2008 /s/ Kathy I. Sheffield ------------------------------------- Kathy I. Sheffield Treasurer (principal financial officer and principal accounting officer) Dated: March 11, 2008 /s/ John B. Johnson, Jr. ------------------------------------- John B. Johnson, Jr. Director Dated: March 11, 2008 /s/ Anthony Pantaleoni ------------------------------------- Anthony Pantaleoni Director Dated: March 11, 2008 /s/ Charles C. Stephenson, Jr. ---------------------------------- Charles C. Stephenson, Jr. Director Dated: March 11 2008 /s/ Jack E. Short ------------------------------------- Jack E. Short Director Dated: March 11, 2008 /s/ Paul K. Lackey, Jr. ------------------------------------- Paul K. Lackey, Jr. Director Dated: March 11, 2008 /s/ A.H. McElroy II ------------------------------------- A.H. McElroy II Director -26- INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page ---- Report of Independent Registered Public Accounting Firm - Grant Thornton LLP 28 Consolidated Balance Sheets 29 Consolidated Statements of Income 30 Consolidated Statements of Stockholders' Equity and Comprehensive Income 31 Consolidated Statements of Cash Flows 32 Notes to Consolidated Financial Statements 33 -27- Report of Independent Registered Public Accounting Firm ------------------------------------------------------- Board of Directors and Stockholders of AAON, Inc. We have audited the accompanying consolidated balance sheets of AAON, Inc. (a Nevada Corporation) and subsidiaries (collectively, the Company) as of December 31, 2007 and 2006, and the related consolidated statements of income, stockholders' equity and comprehensive income, and cash flows for each of the three years in the period ended December 31, 2007. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of AAON, Inc. and subsidiaries as of December 31, 2007 and 2006, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2007 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), AAON, Inc.'s internal control over financial reporting as of December 31, 2007, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) and our report dated March 10, 2008 expressed an unqualified opinion thereon. /s/ GRANT THORNTON LLP Tulsa, Oklahoma March 10, 2008 -28- AAON, Inc., and Subsidiaries Consolidated Balance Sheets December 31, 2007 2006 -------------------------------------- (in thousands, except for share and per share data) Assets Current assets: Cash and cash equivalents $ 879 $ 288 Accounts receivable, net 38,813 36,748 Inventories, net 31,849 29,502 Prepaid expenses and other 442 267 Deferred tax asset 4,312 3,954 -------------------------------------- Total current assets 76,295 70,759 Property, plant and equipment, net 60,770 59,222 Note receivable, long-term 75 75 -------------------------------------- Total assets $ 137,140 $ 130,056 ====================================== Liabilities and Stockholders' Equity Current liabilities: Current maturities of long-term debt 91 59 Accounts payable 15,059 15,821 Dividends payable 2,943 2,465 Accrued liabilities 19,414 16,058 -------------------------------------- Total current liabilities 37,507 34,403 Other long-term liabilities 239 - Deferred tax liability 3,974 4,061 Commitments and contingencies Stockholders' equity: Preferred stock, $.001 par value, 7,500,000 shares authorized, no shares issued* - - Common stock, $.004 par value, 75,000,000 shares authorized, 18,054,246 and 18,508,248 issued and outstanding at December 31, 2007 and 2006, respectively* 73 74 Additional paid in capital - 185 Accumulated other comprehensive income 1,942 667 Retained earnings 93,405 90,666 -------------------------------------- Total stockholders' equity 95,420 91,592 -------------------------------------- Total liabilities and stockholders' equity $ 137,140 $ 130,056 ====================================== * Reflects three-for-two stock split effective August 21, 2007. The accompanying notes are an integral part of these statements. -29- AAON, Inc., and Subsidiaries Consolidated Statements of Income Year Ending December 31, 2007 2006 2005 --------------------------------------------------- (in thousands, except per share data) Net sales $ 262,517 $ 231,460 $ 185,195 Cost of sales 205,148 187,570 149,904 --------------------------------------------------- Gross profit 57,369 43,890 35,291 Selling, general and administrative expenses 21,703 18,059 17,477 --------------------------------------------------- Income from operations 35,666 25,831 17,814 Interest expense (10) (81) (16) Interest income 8 24 67 Other income (expense), net (321) 424 467 --------------------------------------------------- Income before income taxes 35,343 26,198 18,332 Income tax provision 12,187 9,065 6,870 --------------------------------------------------- Net income $ 23,156 $ 17,133 $ 11,462 =================================================== Earnings per share: Basic * $ 1.24 $ 0.93 $ 0.62 =================================================== Diluted* $ 1.22 $ 0.90 $ 0.60 =================================================== Cash dividends declared per common share* $ 0.32 $ 0.32 $ - =================================================== Weighted average shares outstanding: Basic * 18,628 18,456 18,510 =================================================== Diluted* 18,927 18,968 19,125 =================================================== * Reflects three-for-two stock split effective August 21, 2007. The accompanying notes are an integral part of these statements. -30- AAON, Inc., and Subsidiaries Consolidated Statements of Stockholders' Equity and Comprehensive Income Accumulated Other Common Stock Paid-in Comprehensive Retained Shares* Amount Capital Income Earnings Total ------------------------------------------------------------------------------------------- (in thousands) Balance at December 31, 2004 18,525 $ 74 $ - $ 247 $ 70,850 $ 71,171 Comprehensive income: Net income - - - - 11,462 11,462 Foreign currency translation adjustment - - - 266 - 266 ------------ Total comprehensive income 11,728 Stock options exercised, including tax benefits 243 1 1,507 - - 1,508 Stock repurchased and retired (417) (1) (1,507) - (3,404) (4,912) ------------------------------------------------------------------------------------------- Balance at December 31, 2005 18,351 74 - 513 78,908 79,495 Comprehensive income: Net income - - - - 17,133 17,133 Foreign currency translation adjustment - - - 154 - 154 ------------ Total comprehensive income 17,287 Stock options exercised, including tax benefits 408 1 3,107 - - 3,108 Share-based compensation - - 500 - - 500 Stock repurchased and retired (251) (1) (3,422) - (432) (3,855) Dividends - - - - (4,943) (4,943) ------------------------------------------------------------------------------------------- Balance at December 31, 2006 18,508 74 185 667 90,666 91,592 ------------------------------------------------------------------------------------------- Adjustment for the adoption of FASB Interpretation (FIN) No. 48 (396) (396) Comprehensive income: Net income - - - - 23,156 23,156 Foreign currency translation adjustment - - - 1,275 - 1,275 ------------ Total comprehensive income 24,431 Stock options exercised, including tax benefits 613 4 5,420 - - 5,424 Share-based compensation - - 582 - - 582 Stock repurchased and retired (1,067) (5) (6,187) - (14,581) (20,773) Dividends - - - - (5,440) (5,440) ------------------------------------------------------------------------------------------- Balance at December 31, 2007 18,054 $ 73 $ - $ 1,942 $ 93,405 $ 95,420 =========================================================================================== * Reflects three-for-two stock split effective August 21, 2007 The accompanying notes are an integral part of these statements. -31- AAON, Inc., and Subsidiaries Consolidated Statements of Cash Flows Year Ended December 31, 2007 2006 2005 --------------------------------------------------- (in thousands) Operating Activities Net income $ 23,156 $ 17,133 $ 11,462 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 9,665 9,146 8,503 Provision for losses on accounts receivable 203 (59) 68 Share-based compensation 582 500 - Excess tax benefits from stock options exercised (2,998) (1,852) - (Gain) loss on disposition of assets (108) - 130 Deferred income taxes (124) (510) (1,696) Changes in assets and liabilities: Accounts receivable (1,760) (4,197) (5,366) Inventories, net (2,095) (5,790) (2,840) Prepaid expenses and other (172) 776 (563) Accounts payable (1,370) 4,178 (1,269) Accrued liabilities 6,268 103 3,537 --------------------------------------------------- Net cash provided by operating activities 31,247 19,428 11,966 --------------------------------------------------- Investing Activities Proceeds from sale of property, plant and equipment 123 - 30 Proceeds from matured certificate of deposit - 3,000 3,000 Investment in certificate of deposit - (2,000) (1,000) Notes receivable, long-term - - (75) Capital expenditures (10,874) (17,781) (10,144) --------------------------------------------------- Net cash used in investing activities (10,751) (16,781) (8,189) --------------------------------------------------- Financing Activities Borrowings under revolving credit facility 12,142 53,706 21,143 Payments under revolving credit facility (12,142) (53,706) (21,143) Borrowings (payments) of long-term debt 271 (108) (108) Stock options exercised 2,426 1,256 820 Excess tax benefits from stock options exercised 2,998 1,852 - Repurchase of stock (20,773) (3,855) (4,912) Cash dividends paid to stockholders (4,958) (2,478) - --------------------------------------------------- Net cash used in financing activities (20,036) (3,333) (4,200) --------------------------------------------------- Effects of exchange rate on cash 131 137 266 --------------------------------------------------- Net increase (decrease) in cash and cash equivalents 591 (549) (157) --------------------------------------------------- Cash and cash equivalents, beginning of year 288 837 994 --------------------------------------------------- Cash and cash equivalents, end of year $ 879 $ 288 $ 837 =================================================== The accompanying notes are an integral part of these statements. -32- AAON, Inc., and Subsidiaries Notes to Consolidated Financial Statements December 31, 2007 1. Business, Summary of Significant Accounting Policies and Other Financial Data AAON, Inc. (the Company, a Nevada corporation) is engaged in the manufacture and sale of air conditioning and heating equipment consisting of standardized and custom rooftop units, chillers, air-handling units, make-up air units, heat recovery units, condensing units, coils and boilers, through its wholly-owned subsidiaries, AAON, Inc. (AAON, an Oklahoma corporation), AAON Coil Products, Inc. (ACP, a Texas corporation), and AAON Canada, Inc., d/b/a Air Wise (AAON Canada, an Ontario corporation). AAON Properties, Inc., (AAON Properties, an Ontario corporation) is the lessor of property in Burlington, Ontario, Canada, to AAON Canada. The Consolidated Financial Statements include the accounts of the Company and its subsidiaries, AAON, ACP, AAON Canada and AAON Properties. All significant intercompany accounts and transactions have been eliminated. Currency - -------- Foreign currency transactions and financial statements are translated in accordance with Statement of Financial Standards No. 52, Foreign Currency Translation. The Company uses the U.S. dollar as its functional currency, except for the Company's Canadian subsidiaries, which use the Canadian dollar. Adjustments arising from translation of the Canadian subsidiaries' financial statements are reflected in accumulated other comprehensive income. Transaction gains or losses that arise from exchange rate fluctuations applicable to transactions denominated in Canadian currency are included in the results of operations as incurred. Use of Estimates - ---------------- The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Because these estimates and assumptions require significant judgment, future actual results could differ from those estimates and could have a significant impact on the Company's results of operations, financial position and cash flows. The Company reevaluates its estimates and assumptions on a monthly basis. The most significant estimates include the allowance for doubtful accounts, inventory reserves, warranty accrual, medical insurance accrual, and stock-based compensation. Actual results could differ materially from those estimates. Revenue Recognition - ------------------- The Company recognizes revenues from sales of products when the products are shipped and the title and risk of ownership pass to the customer. Selling prices are fixed based on purchase orders or contractual agreements. Sales allowances and customer incentive are treated as reductions to sales and are provided for based on historical experiences and current estimates. For sales initiated by independent manufacturer representatives, the Company recognizes revenues net of the representatives' commission. The Company's policy is to record the collection and payment of sales taxes through a liability account. -33- 1. Business, Summary of Significant Accounting Policies and Other Financial Data (continued) Concentrations - -------------- The Company's customers are concentrated primarily in the domestic commercial and industrial new construction and replacement markets. To date, virtually all of the Company's sales have been to the domestic market, with foreign sales accounting for less than 5% of revenues in 2007. No customer accounted for 10% of the Company's sales during 2007, 2006 or 2005 or more than 5% of the Company's accounts receivable balance at December 31, 2007 or 2006. Cash and Cash Equivalents - ------------------------- Cash and cash equivalents consist of bank deposits and highly liquid, interest-bearing money market funds with initial maturities of three months or less. Accounts Receivable - ------------------- The Company grants credit to its customers and performs ongoing credit evaluations. The Company generally does not require collateral or charge interest. The Company establishes an allowance for doubtful accounts based upon factors surrounding the credit risk of specific customers, historical trends, economic and market conditions and the age of the receivable. Past due accounts are generally written off against the allowance for doubtful accounts only after all collection attempts have been exhausted. Accounts receivable and the related allowance for doubtful accounts are as follows: December 31, 2007 2006 -------------------------------- (in thousands) Accounts receivable $ 39,220 $ 37,014 Less: Allowance for doubtful accounts (407) (266) -------------------------------- Total, net $ 38,813 $ 36,748 ================================ Year Ended December 31, 2007 2006 2005 ------------------------------------------------- (in thousands) Allowance for doubtful accounts: Balance, beginning of period $ 266 $ 685 $ 717 Provision for losses on accounts receivable 625 589 634 Adjustments to provision (422) (648) (566) Accounts receivable written off, net of recoveries (62) (360) (100) ------------------------------------------------- Balance, end of period $ 407 $ 266 $ 685 ================================================= -34- 1. Business, Summary of Significant Accounting Policies and Other Financial Data (continued) Inventories - ----------- Inventories are valued at the lower of cost or market. Cost is determined by the first-in, first-out (FIFO) method. The Company establishes an allowance for excess and obsolete inventories based on product line changes, the feasibility of substituting parts and the need for supply and replacement parts. Inventory balances at December 31, 2007 and 2006, and the related changes in the allowance for excess and obsolete inventories account for the three years ended December 31, 2007, 2006 and 2005, are as follows: December 31, 2007 2006 -------------------------------- (in thousands) Raw materials $ 27,651 $ 25,977 Work in process 1,760 2,226 Finished goods 2,788 1,649 -------------------------------- 32,199 29,852 Less: Allowance for excess and obsolete inventories (350) (350) -------------------------------- Total, net $ 31,849 $ 29,502 ================================ Year Ended December 31, 2007 2006 2005 ------------------------------------------------- (in thousands) Allowance for excess and obsolete inventories: Balance, beginning of period $ 350 $ 350 $ 1,050 Provision for excess and obsolete inventories - - - Adjustments to reserve - - (700) ------------------------------------------------- Balance, end of period $ 350 $ 350 $ 350 ================================================= Property, Plant and Equipment - ----------------------------- Property, plant and equipment are stated at cost. Maintenance and repairs, including replacement of minor items, are charged to expense as incurred; major additions to physical properties are capitalized. Property, plant and equipment are depreciated using the straight-line method over the following estimated useful lives: Description Years - --------------------------------------------------------------- --------------- Buildings 10-40 Machinery and equipment 3-15 Furniture and fixtures 2-5 -35- 1. Business, Summary of Significant Accounting Policies and Other Financial Data (continued) Property, Plant and Equipment (continued) - ----------------------------------------- At December 31, property, plant and equipment were comprised of the following: 2007 2006 ------------------------------- (in thousands) Land $ 2,354 $ 2,196 Buildings 32,211 31,272 Machinery and equipment 82,872 74,053 Furniture and fixtures 6,912 5,883 ------------------------------- 124,349 113,404 Less: Accumulated depreciation (63,579) (54,182) ------------------------------- Total, net $ 60,770 $ 59,222 =============================== Impairment of Long-Lived Assets - ------------------------------- The Company evaluates long-lived assets for impairment when events or changes in circumstances indicate, in management's judgment, that the carrying value of such assets may not be recoverable. When an indicator of impairment has occurred, management's estimate of undiscounted cash flows attributable to the assets is compared to the carrying value of the assets to determine whether impairment has occurred. If an impairment of the carrying value has occurred, the amount of the impairment recognized in the financial statements is determined by estimating the fair value of the assets and recording a loss for the amount that the carrying value exceeds the estimated fair value. Management determined no impairment was required during 2007, 2006 and 2005. Commitments and Contractual Agreements - -------------------------------------- The Company is a party to several short-term, cancelable, fixed price contracts with major suppliers for the purchase of raw material and component parts. Accrued Liabilities - ------------------- At December 31, accrued liabilities were comprised of the following: 2007 2006 ------------------------------- (in thousands) Warranty $ 6,308 $ 5,572 Commissions 8,851 6,862 Payroll 2,175 1,890 Workers' compensation 1,127 494 Medical self-insurance 608 837 Other 345 403 ------------------------------- Total $ 19,414 $ 16,058 =============================== Warranties - ---------- A provision is made for estimated warranty costs at the time the related products are sold based upon the warranty period, historical trends, new products and any known identifiable warranty issues. Warranty expense was $4.0 million, $2.4 million and $3.6 million for the years ended December 31, 2007, 2006 and 2005, respectively. -36- 1. Business, Summary of Significant Accounting Policies and Other Financial Data (continued) Warranties (continued) - ---------------------- Changes in the Company's warranty accrual during the years ended December 31, 2007, 2006 and 2005 are as follows: 2007 2006 2005 ------------------------------------------------- (in thousands) Balance, beginning of the year $ 5,572 $ 6,282 $ 6,301 Payments made (3,321) (3,128) (3,641) Warranties issued 3,757 4,343 3,622 Changes in estimate related to preexisting warranties 300 (1,925) - ------------------------------------------------- Balance, end of period $ 6,308 $ 5,572 $ 6,282 ================================================= In 2007, the provision for warranties was increased due to an extension in the warranty period. In 2006, the provision for warranties was decreased due to a change in estimate related to preexisting warranties occurring in the fourth quarter of 2006. The change in estimate was due to factors stated above, such as current information on historical trends and a reduction in identifiable warranty issues. Earnings Per Share - ------------------ The following table sets forth the computation of basic and diluted earnings per share: 2007 2006 2005 --------------------------------------------------------- (in thousands, except share and per share data) --------------------------------------------------------- Numerator: Net income $ 23,156 $ 17,133 $ 11,462 ================ ================ ================ Denominator: Denominator for basic earnings per share - Weighted average shares* 18,628,029 18,456,108 18,509,997 Effect of dilutive stock options* 299,015 511,486 614,700 ---------------- ---------------- ---------------- Denominator for diluted earnings per share - Weighted average shares* 18,927,044 18,967,594 19,124,697 ================ ================ ================ Earnings per share Basic* $ 1.24 $ 0.93 $ 0.62 ================ ================ ================ Diluted* $ 1.22 $ 0.90 $ 0.60 ================ ================ ================ Anti-dilutive shares* 282,100 269,250 172,875 ================ ================ ================ Weighted average exercise price* $ 17.81 $ 16.19 $ 12.57 ================ ================ ================ * Reflects three-for-two stock split effective August 21, 2007. -37- 1. Business, Summary of Significant Accounting Policies and Other Financial Data (continued) Advertising - ----------- Advertising costs are expensed as incurred. Advertising expense was approximately $784,000, $549,000 and $506,000 for the years ended December 31, 2007, 2006 and 2005, respectively. Research and Development - ------------------------ Research and development costs are expensed as incurred. Research and development expense was $2.5 million, $2.0 million and $1.7 million for the years ended December 31, 2007, 2006 and 2005, respectively. Shipping and Handling - --------------------- The Company incurs shipping and handling costs in the distribution of products sold that are recorded in cost of sales. Shipping charges that are billed to the customer are recorded in revenues. Profit Sharing Bonus Plan - ------------------------- The Company maintains a discretionary profit sharing bonus plan under which 10% of pre-tax profit at each subsidiary is paid to eligible employees on a quarterly basis in order to reward employee productivity. Eligible employees are regular full-time employees who are actively employed and working on the first day of the calendar quarter and remain continuously, actively employed and working on the last day of the quarter and who work at least 80% of the quarter. Profit sharing expense was $4.2 million, $3.3 million and $2.1 million for the years ended December 31, 2007, 2006 and 2005, respectively. Defined Contribution Plan - 401(k) - ---------------------------------- The Company sponsors a defined contribution benefit plan ("401(k) Plan"). Eligible employees may make contributions in accordance with the 401(k) Plan and IRS guidelines. In addition, effective May 30, 2005, the Plan was amended to provide for automatic enrollment in the Plan and provided for an automatic increase to the deferral percent at January 1st of each year and each year thereafter, unless the employee elects to decline the automatic increase and enrollment. Beginning with pay periods after May 30, 2005, the one year enrollment waiting period was waived. Administrative expenses paid by the Company for the plan were approximately $98,000, $85,000 and $69,000 for the years ended 2007, 2006 and 2005, respectively. After January 1, 2006, the Company matching increased to 50% of the employee's salary deferral up to the first 7% of compensation. Prior to January 1, 2006 the Company matched 100% of the employee's salary deferral up to the first 3% of compensation. The Company contributes in the form of cash and directs the investment to shares of AAON Stock. No other purchases of AAON stock are permitted. Employees are 100% vested in salary deferral contributions and vest proportionately over 6 years in employer matching contributions. The Company made matching contributions of $1.3 million, $1.0 million and $0.8 million in 2007, 2006 and 2005, respectively. New Accounting Pronouncements - ----------------------------- In July 2006, Financial Accounting Standards Board ("FASB") Interpretation No. 48, Accounting for Uncertainty in Income Taxes, an Interpretation of SFAS No. 109 ("FIN 48") was released. FIN 48 clarifies the accounting for uncertain tax positions as described in SFAS No. 109, Accounting for Income Taxes, and requires a company to recognize, in its financial statements, the impact of a tax position only if that position is "more likely than not" of being sustained on an audit basis solely on the technical merits of the position. FIN 48 also requires qualitative and quantitative disclosures including a discussion of reasonably possible changes that might occur in the recognized tax benefits over the next twelve months as well as a roll-forward of all unrecognized tax benefits. FIN 48 is effective for fiscal years beginning after December 15, 2006. The Company adopted FIN 48 on January 1, 2007. The adoption of FIN 48 did not have a material impact on the Company's Consolidated Financial Statements. -38- 1. Business, Summary of Significant Accounting Policies and Other Financial Data (continued) New Accounting Pronouncements (continued) - ----------------------------------------- In September 2006, the FASB released SFAS No. 157, Fair Value Measurements ("SFAS 157"). SFAS 157 defines fair value and establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. Although SFAS 157 applies to (and amends) the provisions of existing authoritative literature, it does not, of itself, require any new fair value measurements or establish valuation standards. SFAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. Adoption of SFAS 157 is not expected to have a material impact on the Company's Consolidated Financial Statements. In February, 2007, the FASB issued FASB Statement No. 159, The Fair Value Option for Financial Assets and Financial Liabilities ("FAS 159"), which creates an alternative measurement treatment for certain financial assets and financial liabilities. SFAS 159 permits fair value to be used for both the initial and subsequent measurements on an instrument by instrument basis, with changes in the fair value to be recognized in earnings as those changes occur. This election is referred to as the fair value option. SFAS 159 also requires additional disclosures to compensate for the lack of comparability that will arise from the use of the fair value option. SFAS 159 is effective for fiscal years beginning after November 15, 2007. Adoption of SFAS 159 did not have a material impact on the Company's Consolidated Financial Statements. Segments - -------- Management has reviewed its business operations and determined that it operates in a single homogeneous business segment as defined in SFAS 131, Disclosures about Segments of an Enterprise and Related Information. The Company sells similar products with similar economic characteristics to similar classes of customers. The technologies and operations are highly integrated. Revenues and costs are reviewed monthly by management on a product line basis as a single business segment. 2. Supplemental Cash Flow Information Interest payments of approximately $10,000, $81,000 and $16,000 were made during the years ended December 31, 2007, 2006 and 2005, respectively. Payments for income taxes of $10.2 million, $6.5 million and $7.2 million were made during the years ended December 31, 2007, 2006 and 2005, respectively. Dividends payable of $2.9 million and $2.5 million were accrued as of December 31, 2007 and 2006 and paid on January 3, 2008 and 2007, respectively. 3. Certificate of Deposit At December 31, 2007 and 2006 there were no investments in certificate of deposits. The Company invested $500,000 in a 30-day certificate of deposit at January 31, 2006 bearing interest at 4.1% per annum. The Company reinvested the proceeds in April 2006 in a 60-day certificate of deposit bearing interest at 4.7% per annum. At December 31, 2005, the Company had invested $1.0 million in a 30-day certificate of deposit bearing interest at 4% per annum. Proceeds from the $1.0 million certificate of deposit were reinvested in April 2006 in a 90-day certificate of deposit bearing interest at 4.6% per annum. 4. Revolving Credit Facility The Company's revolving credit facility provides for maximum borrowings of $15.2 million which is provided by the Bank of Oklahoma, National Association. Under the line of credit, there is one standby letter of credit totaling $1.3 million. The letter of credit was a requirement of the Company's workers compensation insurance and has been renewed and will expire December 31, 2008. Interest on borrowings is payable monthly at the Wall Street Journal prime rate less 0.5% or LIBOR plus 1.6%, at the election of the Company (6.84% at December 31, 2007). No fees are associated with the unused portion of the committed amount. At December 31, 2007 and 2006, the Company had no borrowings outstanding under the revolving credit facility. Borrowings available under the revolving credit facility at December 31, 2007, were $13.9 million. The credit facility previously required the Company to maintain a certain financial ratio and prohibited the declaration of cash dividends. On February 14, 2006, the Board of Directors voted to initiate a semi-annual cash dividend of $0.20 per share to the holders of the outstanding Common Stock. In conjunction with the Board's vote on February 14, 2006, the restriction of payments of dividends was waived by the lender and removed from the covenants with the renewal of the line of credit July 30, 2006. At December 31, 2007 and 2006, the Company was in compliance with its financial ratio covenants. On July 30, 2007, the Company renewed the line of credit with a maturity date of July 30, 2008. -39- 5. Debt Short-term debt at December 31, 2007 and 2006 consisted of notes payable totaling approximately $91,000 and $59,000 due in 2008 and 2007, respectively. In 2007, the notes payable are due in monthly installments of $7,588, with an interest rate of 4.148%. In 2006, the notes payable are due in monthly installments of $9,004, with an interest rate of 3.53%, related to a computer capital lease. 6. Income Taxes The Company follows the liability method of accounting for income taxes, which provides that deferred tax liabilities and assets are based on the difference between the financial statement and income tax bases of assets and liabilities using currently enacted tax rates. The income tax provision consists of the following: Year Ending December 31, 2007 2006 2005 -------------------------------------------- (in thousands) Current $ 12,631 $ 9,556 $ 8,566 Deferred (444) (491) (1,696) -------------------------------------------- $ 12,187 $ 9,065 $ 6,870 ============================================ The reconciliation of the federal statutory income tax rate to the effective income tax rate is as follows: The "Other" tax rate primarily relates to certain domestic credits. Year Ending December 31, 2007 2006 2005 -------------------------------------------- Federal statutory rate 35% 35% 35% State income taxes, net of federal benefit 3% 4% 4% Other (3%) (4%) (2%) -------------------------------------------- 35% 35% 37% ============================================ The tax effect of temporary differences giving rise to the Company's deferred income taxes at December 31 is as follows: 2007 2006 2005 -------------------------------------------- (in thousands) Net current deferred assets and (liabilities) relating to: Valuation reserves $ 295 $ 240 $ 391 Warranty accrual 2,456 2,172 2,284 FIN 48 83 - - Other accruals 1,430 1,492 1,170 Other, net 48 50 32 -------------------------------------------- $ 4,312 $ 3,954 $ 3,877 ============================================ Net long-term deferred (assets) and liabilities relating to: Depreciation and amortization $ 6,376 $ 5,492 $ 5,027 NOL (2,019) (1,242) (695) Share-based compensation (383) (189) 142 -------------------------------------------- $ 3,974 $ 4,061 $ 4,474 ============================================ -40- The total net operating loss (NOL) deferred tax asset of approximately $5.5 million relates to AAON Canada. The NOL's originating in 2007 and 2006 will expire in twenty years. The NOL's originating in 2005 will expire in nine years. The Company and its subsidiaries file income tax returns in the U.S. federal jurisdiction, and various state and foreign jurisdictions. Effective January 1, 2007 the Company adopted FIN 48. The total amount of unrecognized tax benefits is as follows: (in thousands) Balance at January 1, 2007 $ 551 Change as a result of tax positions taken during an earlier period - Change as a result of tax positions taken during the current period - Change as a result settlements with tax authorities (156) Change as a result of a lapse of the applicable statue of limitations (142) ------------------ Balance at December 31, 2007 $ 253 ================== The total amount of unrecognized tax benefits that if recognized would impact the effective tax rate is approximately $190,000. The Company recognizes accrued interest and penalties related to unrecognized tax benefits in income tax expense. At December 31, 2007 and 2006, the Company had accrued approximately $110,000 and $0 for the potential payment of interest and penalties, respectively. The total amount of unrecognized tax benefits at December 31, 2007 is approximately $253,000 related to tax positions for which it is reasonably possible that the total amounts could significantly decrease during the next twelve months. This amount represents the unrecognized tax benefits comprised of items related to determination of state nexus. Resolution of these tax benefits will occur through a voluntary compliance program, which it is reasonably possible will be completed during the next twelve months. As of December 31, 2007, the Company is subject to U.S. Federal income tax examinations for the tax years 2004 through 2007, and to non-U.S. income tax examinations for the tax years of 2004 through 2007. In addition, the Company is subject to state and local income tax examinations for the tax years 2001 through 2007. 7. Stock-Based Compensation The Company maintains a stock option plan for key employees, directors and consultants. The Company's stock option plan provided for 4.4 million shares of Common Stock to be issued under the plan. Under the terms of the plan, the exercise price of shares granted may not be less than 85% of the fair market value at the date of the grant. Options granted to directors prior to May 25, 2004, vest one year from the date of grant and are exercisable for nine years thereafter. Options granted to directors on or after May 25, 2004, vest one-third each after 1-3 years. All other options granted vest at a rate of 20% per year, commencing one year after date of grant, and are exercisable during years 2-10. On May 22, 2007, the stockholders of the Company adopted a Long-Term Incentive Plan which provides an additional 750,000 shares that can be granted in the form of stock options, stock appreciation rights, restricted stock awards, performance units and performance awards. Since inception of the Plan, non-qualified stock options and restricted stock awards have been granted with the same vesting schedule as the previous plan. Prior to January 1, 2006, the Company accounted for its nonqualified stock options under the recognition and measurement principles of APB 25 and related interpretations. Under APB 25, no stock-based employee compensation cost was reflected in net income, as all options granted under the plan qualified for "fixed" plan accounting and had an exercise price equal to the market value of the underlying common stock on the date of grant. The Company had adopted the disclosure-only provisions of FAS 123. No stock based compensation cost was recognized in the Consolidated Statements of Income for the year ended December 31, 2005. -41- Effective January 1, 2006, the Company adopted the fair value recognition provisions of SFAS 123(R) using the modified-prospective transition method. Under that transition method, compensation cost recognized for the year ended December 31, 2007 and 2006 includes all share-based payments granted prior to, but not yet vested as of January 1, 2006, and compensation cost for all share-based payments granted subsequent to January 1, 2006. The compensation cost is based on the grant date fair value calculated using a Black-Scholes-Merton Option Pricing Model in accordance with provisions of SFAS 123(R). For the year ended December 31, 2007 and 2006, the Company recognized approximately $526,000 and $500,000 in pre-tax compensation expense in the Consolidated Statements of Income related to the stock option plan. The total pre-tax compensation cost related to nonvested stock options not yet recognized as of December 31, 2007 and 2006, is $1.5 million and $1.9 million, respectively. The nonvested stock options are expected to be recognized over a weighted-average period of 2.3 years. Prior to the adoption of SFAS 123(R), the Company presented all tax benefits resulting from the exercise of stock options as operating cash flows in the Consolidated Statements of Cash Flows. FAS 123(R) requires that cash flows from the exercise of stock options resulting from tax benefits in excess of recognized cumulative compensation cost (excess tax benefits) be classified as financing cash flows. The effect on net income and earnings per share if the Company had applied the fair value recognition provisions of FAS 123 to stock-based employee compensation in prior years is as follows: Year Ended December 31, 2005 ----------------------- (in thousands except per share data) Net income, as reported $ 11,462 Deduct: Total stock-based employee compensation expense determined under fair value method for all awards, net of related tax effects (438) ----------------------- Pro forma net income $ 11,024 ======================= Earnings per share: Basic, as reported $ 0.62 ======================= Basic, pro forma $ 0.60 ======================= Diluted, as reported $ 0.60 ======================= Diluted, pro forma $ 0.58 ======================= -42- The following assumptions were used to determine the fair value of the unvested stock options on the original grant date for expense recognition purposes for options granted during the years ended December 31, 2007 and 2006 and for pro forma disclosure purposes for the year ended December 31, 2005: 2007 2006 2005 ---------------------------------------- Directors and Officers: Expected dividend yield N/A 2.05% - Expected volatility N/A 42.76% 32.15% Risk-free interest rate N/A 5.05% 4.39% Expected life N/A 8.0 yrs 8.0 yrs Forfeiture Rate N/A 0% 0% Employees: Expected dividend yield 1.67% 2.05% - Expected volatility 41.92% 42.33% 32.15% Risk-free interest rate 4.61% 4.84% 4.39% Expected life 6.3 yrs 6.3 yrs 8.0 yrs Forfeiture Rate 28% 28% 0% The expected term of the options is based on evaluations of historical and expected future employee exercise behavior. The risk-free interest rate is based on the U.S. Treasury rates at the date of grant with maturity dates approximately equal to the expected life at the grant date. Volatility is based on historical volatility of the Company's stock. The Company had not declared dividends in prior years, but initiated a dividend payout in 2006. Previously, the Company used the Board of Director approved semi-annual dividend payout of $0.20 per share to calculate the expected dividend yield. The Board of Directors approved future dividend payments of $0.16 per share related to the stock split effective August 21, 2007 and the table above was adjusted to reflect the change. The following is a summary of stock options outstanding as of December 31, 2007: Options Outstanding Options Exercisable -------------------------------------------------------------- ------------------------------------ Range of Number Weighted Weighted Aggregate Number Weighted Exercise Prices Outstanding at Average Average Intrinsic Exercisable at Average December 31, Remaining Exercise Value December 31, 2007 Exercise 2007 Contractual Price Price Life - -------------------------------------------------------------------------------------------------------------------------- 2.26 - 2.26 21,750 0.04 $ 2.26 $17.56 21,750 $ 2.26 2.67 - 3.85 307,320 1.34 3.20 16.62 307,320 3.20 5.73 - 11.29 241,613 4.84 8.45 11.37 180,413 7.69 11.40 - 12.00 46,500 7.59 11.69 8.13 24,400 11.75 12.68 - 15.55 67,500 7.89 14.34 5.48 23,300 14.18 15.99 - 21.01 244,250 8.81 17.23 2.59 36,450 16.81 ----------------------------------------------------------------------------------------------------- Total 928,933 4.97 $ 9.47 $13.67 593,633 $ 6.15 ===================================================================================================== -43- A summary of option activity under the plan as of December 31, 2007, is as follows: Weighted Weighted Average Aggregate Average Remaining Intrinsic Value Options Shares Exercise Price Contractual Term ($000) ---------------- -------------------- ----------------- ------------------ Outstanding at December 31, 2004 1,739,670 $ 4.09 Granted 199,500 11.09 Exercised (243,600) 3.37 Forfeited or Expired (25,050) 5.58 ---------------- -------------------- Outstanding at December 31, 2005 1,670,520 $ 5.01 Granted 269,251 15.93 Exercised (406,950) 3.09 Forfeited or Expired (71,325) 11.11 ---------------- -------------------- Outstanding at December 31, 2006 1,461,496 7.33 Granted 139,188 15.98 Exercised (573,374) 4.24 Forfeited or Expired (98,377) 14.80 ---------------- -------------------- Outstanding at December 31, 2007 928,933 9.47 4.97 $ 9,617 ================ ==================== ================= ================== Exercisable at December 31, 2007 593,633 $ 6.15 3.07 $ 8,116 ================ ==================== ================= ================== The weighted average grant date fair value of options granted during 2007 and 2006 was $7.07 and $6.70, respectively. The total intrinsic value of options exercised during the year ended December 31, 2007 and 2006 was $8.7 million and $5.0 million, respectively. The cash received from options exercised during the year ended December 31, 2007 and 2006 was $2.4 million and $1.3 million, respectively. The impact of these cash receipts is included in financing activities in the accompany Consolidated Statements of Cash Flows. A summary of the status of the non-vested stock option shares as of December 31, 2007, is as follows: Weighted Average Grant Shares Date Fair Value ------------- ------------------------ Nonvested at January 1, 2007 415,980 $ 6.09 Granted 108,250 7.50 Vested (100,678) 6.10 Forfeited (88,252) 6.68 ------------- ------------------------ Nonvested at December 31, 2007 335,300 $ 6.49 ============= ======================== The total fair value of shares vested during the year ended December 31, 2007 was approximately $449,000. The Company also grants restricted stock awards to key employees and directors. These awards are recorded at their fair value on the date of grant and compensation cost is recorded using straight-line vesting over the service period. The weighted average grant date fair value of restricted stock awards granted during 2007 was $20.85 per share, total grant date fair value of approximately $811,000. As of December 31, 2007, there was no aggregate intrinsic value of restricted stock awards. For the year ended December 31, 2007, the Company recognized approximately $56,000 in pre-tax compensation expense in the Consolidated Statements of Income related to restricted stock awards. In addition, as of December 31, 2007, unrecognized compensation cost related to non-vested restricted stock awards was approximately $734,000 which is expected to be recognized over a weighted average period of 2.0 years. -44- A summary of restricted stock activity under the plan as of December 31, 2007, is as follows: Weighted Average Remaining Aggregate Contractual Intrinsic Value Options Shares Term ($000) ---------------- ---------------- ----------------- Outstanding at January 1, 2007 - Granted 38,900 Exercised - Forfeited or Expired (1,050) ---------------- Outstanding at December 31, 2007 37,850 9.50 $ - ================ ================ ================= Exercisable at December 31, 2007 - - $ - ================ ================ ================= During 2007, the Compensation Committee of the Board of Directors authorized and issued restricted stock awards to the key employees and directors of the Company. The restricted stock award program offers the opportunity to earn shares of AAON Common Stock over time, rather than options that give the right to purchase stock at a set price. Restricted stock awarded to directors vest one-third each year. All other restricted stock awards vests at a rate of 20% per year. Restricted stock awards are grants that entitle the holder to shares of Common Stock subject to certain terms. The fair value of option grants is based on the fair market value of AAON Common Stock on the respective grant dates, reduced for the present value of dividends. SFAS 123(R) requires that cash flows from the exercise of stock options resulting from tax benefits in excess of recognized cumulative compensation costs (excess tax benefits) be classified as financing cash flows. For the twelve months ended December 31, 2007 and 2006, $3.0 million and $1.9 million respectively, of such excess tax benefits from share based payment plans was classified as financing cash flows. 8. Stockholder Rights Plan During 1999, the Board of Directors adopted a Stockholder Rights Plan (the "Plan"), which was amended in 2002. Under the Plan, stockholders of record on March 1, 1999, received a dividend of one right per share of the Company's Common Stock. Stock issued after March 1, 1999, contains a notation incorporating the rights. Each right entitles the holder to purchase one one-thousandth (1/1,000) of a share of Series A Preferred Stock at an exercise price of $90. The rights are traded with the Company's Common Stock. The rights become exercisable after a person has acquired, or a tender offer is made for, 15% or more of the Company's Common Stock. If either of these events occurs, upon exercise the holder (other than a holder owning more than 15% of the outstanding stock) will receive the number of shares of the Company's Common Stock having a market value equal to two times the exercise price. The rights may be redeemed by the Company for $0.001 per right until a person or group has acquired 15% of the Company's Common Stock. The rights expire on August 20, 2012. 9. Stock Repurchase Following repurchases of approximately 12% of its outstanding Common Stock between September 1999 and September 2001, the Company announced and began another stock repurchase program on October 17, 2002, targeting repurchases of up to approximately 2.0 million shares of its outstanding stock. On February 14, 2006, the Board of Directors approved the suspension of the Company's repurchase program. Through December 31, 2006, the Company had repurchased a total of 1,886,796 shares under this program for an aggregate price of $22,034,568, or an average of $11.68 per share. The Company purchased the shares at the current market price. On November 6, 2007, the Company began a new stock repurchase program, targeting repurchases of up to approximately 10% (1.8 million shares) of the outstanding stock of the Company from time to time in open market transactions at prevailing market prices. Through December 31, 2007, the Company had repurchased a total of 690,300 shares under this program for an aggregate price of $13,012,199, or an average price of $18.85 per share. -45- On July 1, 2005, the Company entered into a stock repurchase arrangement by which employee participants in AAON's 401(k) savings and investment plan are entitled to have shares of AAON stock in their accounts sold to the Company to provide diversification of their investments. The maximum number of shares to be repurchased is unknown under the program as the amount is contingent on the number of shares sold by employees. Through December 31, 2007, the Company repurchased 501,075 shares for an aggregate price of $7,712,287, or an average price of $15.39 per share. The Company purchases the shares at the current market price. On November 7, 2006, the Board of Directors authorized the Company to repurchase shares from certain directors following their exercise of stock options. The maximum number of shares to be repurchased is unknown under the program as the amount is contingent on the number of shares sold by directors. Through December 31, 2007, the Company repurchased 260,625 shares for an aggregate price of $5,232,188, or an average price of $20.08 per share. The Company purchases the shares at the current market price. 10. Dividends On February 14, 2006, the Board of Directors voted to initiate a semi-annual cash dividend. Previously, the Company paid Board of Director approved semi-annual dividend payout of $0.20 per share. The Board of Directors approved future dividend payments of $0.16 per share related to the stock split effective August 21, 2007. Dividends were declared to shareholders of record at the close of business on June 11, 2007 and December 13, 2007 and paid on July 2, 2007 and January 3, 2008. The company paid cash dividends of $5.0 million ($2.5 million paid in January and July 2007, respectively) and declared dividends payable of $2.9 million for the year ended December 31, 2007. The Company paid cash dividends of $2.5 million and declared dividends payable of $2.5 million for the year ended December 31, 2006. 11. Contingencies The Company is subject to claims and legal actions that arise in the ordinary course of business. Management believes that the ultimate liability, if any, will not have a material effect on the Company's results of operations or financial position. 12. Quarterly Results (Unaudited) The following is a summary of the quarterly results of operations for the years ending December 31, 2007 and 2006: Quarter Ended March 31 June 30 September 30 December 31 --------------------------------------------------------------------------- (in thousands, except per share data) 2007 - ---- Net sales $ 58,628 $ 70,835 $ 70,907 $ 62,147 Gross profit 15,722 15,598 13,640 12,409 Net income 6,317 6,877 5,382 4,580 Earnings per share: Basic 0.34* 0.37* 0.29* 0.25 Diluted 0.33* 0.36* 0.28* 0.24 -46- Quarter Ended March 31 June 30 September 30 December 31 --------------------------------------------------------------------------- (in thousands, except per share data) 2006 - ---- Net sales $ 53,620 $ 59,137 $ 64,153 $ 54,550 Gross profit 10,384 10,119 13,591 9,796 Net income 3,743 3,455 5,397 4,538 Earnings per share: Basic 0.20* 0.19* 0.29* 0.25* Diluted 0.20* 0.18* 0.28* 0.24* *Reflects three-for-two stock split effective August 21, 2007. -47-