8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 4, 2017

AAON, INC.

(Exact name of Registrant as Specified in Charter) 

Nevada	0-18953	87-0448736
(State or Other Jurisdiction	(Commission File Number: )	(IRS Employer Identification No.)
of Incorporation)
2425 South Yukon, Tulsa, Oklahoma		74107
(Address of Principal Executive Offices)		(Zip Code)

(Registrant's telephone number, including area code): (918) 583-2266

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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

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

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

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

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company    [ ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    [ ]

Item 2.02    Results of Operations and Financial Conditions.

On May 4, 2017, AAON, Inc. (the "Company") announced its financial and operating results and backlog for the first quarter ended March 31, 2017. A copy of the Company's press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The Company plans to host a teleconference at 4:15 P.M (Eastern Time) on May 4, 2017 to discuss these results. To access the call, please dial 1-888-241-0551 (code 14715826). A replay of the call will be available through May 11, 2017 at 1-855-859-2056 (code 14715826).

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

Item 7.01    Regulation FD Disclosure.

On May 4, 2017, the Company issued the press release described above in Item 2.02 of this Current Report on Form 8-K. A copy of the press release is attached hereto as Exhibit 99.1.

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

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

Item 9.01    Financial Statements and Exhibits.

(d)    Exhibits

Exhibit Number	Description
99.1	Press release dated May 4, 2017 announcing financial and operating results and backlog.

SIGNATURES

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

		AAON, INC.
Date:	May 4, 2017	By:	/s/ Luke A. Bomer
			Luke A. Bomer, Secretary

EX-99.1

Exhibit 99.1

NEWS BULLETIN	AAON, Inc.
	2425 South Yukon Ave. Ÿ Tulsa, OK 74107-2728
	Ÿ Ph: (918) 583-2266 Ÿ   Fax: (918) 583-6094 Ÿ
	Ÿhttp://www.aaon.comŸ
	For Further Information:
FOR IMMEDIATE RELEASE May 4, 2017	Jerry R. LevineŸ Phone: (914) 244-0292 Ÿ Fax: (914) 244-0295
	Email: jrladvisor@yahoo.com

AAON REPORTS RECORD FIRST QUARTER SALES BUT LOWER NET INCOME

TULSA, OK, May 4, 2017 - AAON, Inc. (NASDAQ-AAON) today announced its operating results for the first quarter ended March 31, 2017.

Net sales in the first quarter gained 0.8% to $86.1 million from $85.4 million in the corresponding period in 2016. Net income declined 11.5% to $10.2 million, or $0.19 per diluted share, as compared with $11.6 million, or $0.22 per diluted share for the same period a year ago, based upon 53.2 million and 53.6 million diluted shares outstanding at March 31, 2017 and 2016, respectively.

Mr. Asbjornson said "The Company had a slow start to the year because of weak order input in the fourth quarter. Toward the final half of the first quarter, the order input rate improved and we ended the quarter with a near record backlog of $68.9 million, up 40.9% from December 31, 2016 and up 14.3% from the same period a year ago. The firm rate of order input has continued into the current quarter."

Increases in manufacturing costs restricted gross profits which declined 2.9% to $25.0 million (29.0% of sales) versus $25.7 million (30.1% of sales). Selling, general and administrative expenses, impacted by unusually higher warranty expenses, non-recurring advertising and promotional costs as well as increased stock compensation expenses, all combined to cause these costs to increase $1.6 million or 18.1% to $10.5 million (12.2% of sales) from $8.9 million (10.4% of sales) during the same period a year ago.

Norman H. Asbjornson, CEO, said, “We implemented selective price increases on March 1st which should begin to impact our sales in the latter half of the year. We are closely monitoring our SG&A expenses and we expect to witness reduction of these expenses throughout the year."

Mr. Asbjornson further added, "Although we continue to restrain our sales effort to ensure initial customer satisfaction, our new Water-Source Heat Pump line production is exhibiting excellent progress."

Mr. Asbjornson concluded, “Our financial condition at March 31, 2017 is strong with a current ratio of 3.6:1 (including cash and short-term investments totaling $41.9 million) and we continue to remain debt free. The combination of increasing sales and moderating SG&A expenses should enable us to once again post record sales and earnings for the current year."

The Company will host a conference call today at 4:15 P.M. Eastern Time to discuss the first quarter results. To participate, call 1-888-241-0551 (code 14715826); or, for rebroadcast, call 1-855-859-2056 (code 14715826).

AAON, Inc. is engaged in the engineering, manufacturing, marketing and sale of air conditioning and heating equipment consisting of standard, semi-custom and custom rooftop units, chillers, packaged outdoor mechanical rooms, air handling units, makeup air units, energy recovery units, condensing units, geothermal/water-source heat pumps and coils. Since the founding of AAON in 1988, AAON has maintained a commitment to design, develop, manufacture and deliver heating and cooling products to perform beyond all expectations and demonstrate the value of AAON to our customers.

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

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AAON, Inc. and Subsidiaries
Consolidated Statements of Income
(Unaudited)
	Three Months Ended   March 31,
	2017			2016
	(in thousands, except share and per share data)
Net sales	$	86,078		$	85,422
Cost of sales	61,092			59,691
Gross profit	24,986			25,731
Selling, general and administrative expenses	10,530			8,913
Gain on disposal of assets	(1		)	(8		)
Income from operations	14,457			16,826
Interest income	60			74
Other income, net	11			117
Income before taxes	14,528			17,017
Income tax provision	4,311			5,466
Net income	$	10,217		$	11,551
Earnings per share:
Basic	$	0.19		$	0.22
Diluted	$	0.19		$	0.22
Cash dividends declared per common share:	$	—		$	—
Weighted average shares outstanding:
Basic	52,622,539			53,061,058
Diluted	53,190,057			53,593,269

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AAON, Inc. and Subsidiaries
Consolidated Balance Sheets
(Unaudited)
	March 31, 2017		December 31, 2016
Assets	(in thousands, except share and per share data)
Current assets:
Cash and cash equivalents	$	31,623	$	24,153
Certificates of deposit	3,120		5,512
Investments held to maturity at amortized cost	7,139		14,083
Accounts receivable, net	44,377		43,001
Income tax receivable	3,009		6,239
Note receivable	25		25
Inventories, net	55,988		47,352
Prepaid expenses and other	929		616
Total current assets	146,210		140,981
Property, plant and equipment:
Land	2,233		2,233
Buildings	81,117		78,806
Machinery and equipment	161,024		158,216
Furniture and fixtures	13,315		12,783
Total property, plant and equipment	257,689		252,038
Less:  Accumulated depreciation	139,272		137,146
Property, plant and equipment, net	118,417		114,892
Note receivable	656		657
Total assets	$	265,283	$	256,530
Liabilities and Stockholders' Equity
Current liabilities:
Revolving credit facility	$	—	$	—
Accounts payable	9,936		7,102
Accrued liabilities	31,186		31,940
Total current liabilities	41,122		39,042
Deferred revenue	1,546		1,498
Deferred tax liabilities	10,251		9,531
Donations	569		561
Commitments and contingencies
Stockholders' equity:
Preferred stock, $.001 par value, 5,000,000 shares authorized, no shares issued	—		—
Common stock, $.004 par value, 100,000,000 shares authorized, 52,622,539 and 52,651,448 issued and outstanding at March 31, 2017 and December 31, 2016, respectively	210		211
Additional paid-in capital	—		—
Retained earnings	211,585		205,687
Total stockholders' equity	211,795		205,898
Total liabilities and stockholders' equity	$	265,283	$	256,530

3

AAON, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(Unaudited)
	Three Months Ended   March 31,
	2017			2016
Operating Activities	(in thousands)
Net income	$	10,217		$	11,551
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation	3,638			3,171
Amortization of bond premiums	16			83
Provision for losses on accounts receivable, net of adjustments	184			123
Provision for excess and obsolete inventories	60			137
Share-based compensation	1,645			948
Gain on disposition of assets	(1		)	(8		)
Foreign currency transaction gain	(5		)	(48		)
Interest income on note receivable	(7		)	(7		)
Deferred income taxes	720			(1,030		)
Changes in assets and liabilities:
Accounts receivable	(1,560		)	7,900
Income taxes	3,230			5,989
Inventories	(8,696		)	(4,117		)
Prepaid expenses and other	(313		)	(1,950		)
Accounts payable	1,736			(3,129		)
Deferred revenue	78			110
Accrued liabilities and donations	(776		)	(3,730		)
Net cash provided by operating activities	10,166			15,993
Investing Activities
Capital expenditures	(6,071		)	(7,332		)
Proceeds from sale of property, plant and equipment	7			8
Maturities of certificates of deposits	2,392			1,200
Maturities of investments	6,928			1,700
Proceeds from called investments	—			505
Principal payments from note receivable	13			13
Net cash provided by (used in) investing activities	3,269			(3,906		)
Financing Activities
Stock options exercised	898			709
Repurchase of stock	(6,303		)	(3,276		)
Employee taxes paid by withholding shares	(560		)	(180		)
Net cash used in financing activities	(5,965		)	(2,747		)
Net increase in cash and cash equivalents	7,470			9,340
Cash and cash equivalents, beginning of period	24,153			7,908
Cash and cash equivalents, end of period	$	31,623		$	17,248

4

Use of Non-GAAP Financial Measures

To supplement the Company’s consolidated financial statements presented in accordance with generally accepted accounting principles (“GAAP”), an additional non-GAAP financial measure is provided and reconciled in the following table. The Company believes that this non-GAAP financial measure, when considered together with the GAAP financial measures, provides information that is useful to investors in understanding period-over-period operating results. The Company believes that this non-GAAP financial measure enhances the ability of investors to analyze the Company’s business trends and operating performance.

EBITDAX

EBITDAX (as defined below) is presented herein and reconciled from the GAAP measure of net income because of its wide acceptance by the investment community as a financial indicator of a company's ability to internally fund operations.

The Company defines EBITDAX as net income, plus (1) depreciation, (2) amortization of bond premiums, (3) share-based compensation, (4) interest (income) expense and (5) income tax expense. EBITDAX is not a measure of net income or cash flows as determined by GAAP.

The Company’s EBITDAX measure provides additional information which may be used to better understand the Company’s operations. EBITDAX is one of several metrics that the Company uses as a supplemental financial measurement in the evaluation of its business and should not be considered as an alternative to, or more meaningful than, net income, as an indicator of operating performance. Certain items excluded from EBITDAX are significant components in understanding and assessing a company's financial performance. EBITDAX, as used by the Company, may not be comparable to similarly titled measures reported by other companies. The Company believes that EBITDAX is a widely followed measure of operating performance and is one of many metrics used by the Company’s management team and by other users of the Company’s consolidated financial statements.

The following table provides a reconciliation of net income (GAAP) to EBITDAX (non-GAAP) for the periods indicated:

	Three Months Ended   March 31,
	2017			2016
	(in thousands)
Net Income, a GAAP measure	$	10,217		$	11,551
Depreciation	3,638			3,171
Amortization of bond premiums	16			83
Share-based compensation	1,645			948
Interest income	(76		)	(157		)
Income tax expense	4,311			5,466
EBITDAX, a non-GAAP measure	$	19,751		$	21,062

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