AAON, INC. - Quarter Report: 2019 March (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q



[a]	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2019



[ ]	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)

(918) 583-2266

(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes [ü] No [ ]

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes [ü] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definition of "large accelerated filer", "accelerated filer", "small reporting company", and "emerging growth company" in Rule 12b-2 of the Exchange Act.



Large accelerated filer [ü]	Accelerated filer [ ]
Non-accelerated filer [ ]	Smaller reporting company [ ]
	Emerging growth company [ ]

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes [ ] No [ü]

Securities registered pursuant to Section 12(b) of the Act:



Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	AAON	NASDAQ

As of April 30, 2019, registrant had outstanding a total of 52,115,261 shares of its $.004 par value Common Stock.

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.



AAON, Inc. and Subsidiaries
Consolidated Balance Sheets
(Unaudited)
	March 31, 2019		December 31, 2018
Assets	(in thousands, except share and per share data)
Current assets:
Cash and cash equivalents	$	7,143	$	1,994
Accounts receivable, net	58,688		54,078
Income tax receivable	4,756		6,104
Note receivable	27		27
Inventories, net	74,577		77,612
Prepaid expenses and other	1,607		1,046
Total current assets	146,798		140,861
Property, plant and equipment:
Land	3,114		3,114
Buildings	98,394		97,393
Machinery and equipment	215,928		212,779
Furniture and fixtures	17,079		16,597
Total property, plant and equipment	334,515		329,883
Less: Accumulated depreciation	167,863		166,880
Property, plant and equipment, net	166,652		163,003
Intangible assets, net	447		506
Goodwill	3,229		3,229
Right of use assets	1,796		—
Note receivable	603		598
Total assets	$	319,525	$	308,197

Liabilities and Stockholders' Equity
Current liabilities:
Revolving credit facility	$	—	$	—
Accounts payable	5,947		10,616
Accrued liabilities	38,053		37,455
Total current liabilities	44,000		48,071
Deferred tax liabilities	12,713		10,826
Other long-term liabilities	3,442		1,801
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, 52,099,274 and 51,991,242 issued and outstanding at March 31, 2019 and December 31, 2018, respectively	208		208
Additional paid-in capital	969		—
Retained earnings	258,193		247,291
Total stockholders' equity	259,370		247,499
Total liabilities and stockholders' equity	$	319,525	$	308,197

The accompanying notes are an integral part of these consolidated financial statements.

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AAON, Inc. and Subsidiaries
Consolidated Statements of Income
(Unaudited)
	Three Months Ended March 31,
	2019			2018
	(in thousands, except share and per share data)
Net sales	$	113,822		$	99,082
Cost of sales	88,029			83,692
Gross profit	25,793			15,390
Selling, general and administrative expenses	11,001			10,219
Loss (gain) on disposal of assets	284			(7		)
Income from operations	14,508			5,178
Interest income, net	9			68
Other expense, net	(26		)	(6		)
Income before taxes	14,491			5,240
Income tax provision	3,589			980
Net income	$	10,902		$	4,260
Earnings per share:
Basic	$	0.21		$	0.08
Diluted	$	0.21		$	0.08
Weighted average shares outstanding:
Basic	51,992,150			52,433,902
Diluted	52,369,660			52,910,223

The accompanying notes are an integral part of these consolidated financial statements.

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AAON, Inc. and Subsidiaries
Consolidated Statements of Stockholders' Equity
(Unaudited)

	Common Stock					Paid-in			Retained
	Shares		Amount			Capital			Earnings		Total
	(in thousands)
Balances at December 31, 2018	51,991		$	208		$	—		$	247,291	$	247,499
Net income	—		—			—			10,902		10,902
Stock options exercised and restricted	237		1			4,009			—		4,010
stock awards granted
Share-based compensation	—		—			2,030			—		2,030
Stock repurchased and retired	(129	)	(1		)	(5,070		)	—		(5,071		)
Balances at March 31, 2019	52,099		$	208		$	969		$	258,193	$	259,370

The accompanying notes are an integral part of these consolidated financial statements.

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AAON, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(Unaudited)
	Three Months Ended March 31,
	2019			2018
Operating Activities	(in thousands)
Net income	$	10,902		$	4,260
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	5,914			4,129
Amortization of bond premiums	—			5
Provision for losses on accounts receivable, net of adjustments	115			(11		)
Provision for excess and obsolete inventories	357			101
Share-based compensation	2,030			1,724
Loss (gain) on disposition of assets	284			(7		)
Foreign currency transaction gain	(16		)	3
Interest income on note receivable	(6		)	9
Deferred income taxes	1,887			420
Changes in assets and liabilities:
Accounts receivable	(4,725		)	(2,897		)
Income taxes	1,348			(5,673		)
Inventories	2,678			3,447
Prepaid expenses and other	(561		)	(712		)
Accounts payable	(5,730		)	9,833
Deferred revenue	25			37
Accrued liabilities and donations	411			(3,924		)
Net cash provided by operating activities	14,913			10,744
Investing Activities
Capital expenditures	(8,772		)	(8,451		)
Cash paid in business combination	—			(6,000		)
Proceeds from sale of property, plant and equipment	52			6
Investment in certificates of deposits	—			(4,320		)
Maturities of certificates of deposits	—			1,200
Purchases of investments held to maturity	—			(7,495		)
Maturities of investments	—			4,230
Proceeds from called investments	—			395
Principal payments from note receivable	17			14
Net cash used in investing activities	(8,703		)	(20,421		)
Financing Activities
Stock options exercised	4,010			1,340
Repurchase of stock	(4,483		)	(4,379		)
Employee taxes paid by withholding shares	(588		)	(568		)
Net cash used in financing activities	(1,061		)	(3,607		)
Net increase (decrease) in cash and cash equivalents	5,149			(13,284		)
Cash and cash equivalents, beginning of period	1,994			21,457
Cash and cash equivalents, end of period	$	7,143		$	8,173

The accompanying notes are an integral part of these consolidated financial statements.

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AAON, Inc. and Subsidiaries

Notes to the Consolidated Financial Statements

(Unaudited)

1. General

Basis of Presentation

The accompanying unaudited consolidated financial statements of AAON, Inc., a Nevada corporation, and our operating subsidiaries, all of which are wholly-owned, (collectively, the “Company”) have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and with the rules and regulations of the Securities and Exchange Commission (“SEC”). These financial statements have not been audited by the Company's independent registered public accounting firm, except that the consolidated balance sheet at December 31, 2018 is derived from audited consolidated financial statements. Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. The financial statements reflect all adjustments (all of which are of a normal recurring nature) which are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented. Interim results are not necessarily indicative of the results that may be expected for a full year. Certain disclosures have been condensed in or omitted from these consolidated financial statements. The accompanying unaudited financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018. All intercompany balances and transactions have been eliminated in consolidation.

We are engaged in the engineering, manufacturing, marketing and sale of air conditioning and heating equipment consisting of standard, semi-custom and custom rooftop units, chillers, packaged outdoor mechanical rooms, air handling units, makeup air units, energy recovery units, condensing units, geothermal/water-source heat pumps, coils and controls.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Because these estimates and assumptions require significant judgment, actual results could differ from those estimates and could have a significant impact on our results of operations, financial position and cash flows. We reevaluate our estimates and assumptions as needed, but at a minimum on a quarterly basis. The most significant estimates include, but are not limited to, the fair-value of acquisitions, inventory reserves, warranty accrual, worker's compensation accrual, medical insurance accrual, income taxes and share-based compensation. Actual results could differ materially from those estimates.

Accounting Policies

A comprehensive discussion of our critical accounting policies and management estimates is included in Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2018.

Business Combinations

We record the assets acquired and liabilities assumed in a business combination at their acquisition date fair values.

Fair Value Measurements

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date. Fair value is based upon assumptions that market participants would use when pricing an asset or liability. We use the following fair value hierarchy, which prioritizes valuation technique inputs used to measure fair value into three broad levels:


•	Level 1: Quoted prices in active markets for identical assets and liabilities that we have the ability to access at the measurement date.

•

Level 2: Inputs (other than quoted prices included within Level 1) that are either directly or indirectly observable for the asset or liability, including (i) quoted prices for similar assets or liabilities in active markets, (ii) quoted prices for identical or similar assets or liabilities in inactive markets, (iii) inputs other than quoted prices that are observable for the asset or liability, and (iv) inputs that are derived from observable market data by correlation or other means.

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•	Level 3: Unobservable inputs for the asset or liability including situations where there is little, if any, market activity for the asset or liability. Items categorized in Level 3 include the estimated business combination fair values of property, plant and equipment, intangible assets and goodwill.

The fair value hierarchy gives the highest priority to quoted prices in active markets (Level 1) and the lowest priority to unobservable inputs (Level 3). In some cases, the inputs used to measure fair value might fall into different levels of the fair value hierarchy. The lowest level input that is significant to a fair value measurement determines the applicable level in the fair value hierarchy. Assessing the significance of a particular input to a fair value measurement requires judgment, considering factors specific to the asset or liability.

Intangible Assets

Our intangible assets include various trademarks, service marks and technical knowledge acquired in our February 2018 business combination (see Note 3). We amortize our intangible assets on a straight-line basis over the estimated useful lives of the assets. We evaluate the carrying value of our amortizable intangible assets for potential impairment when events and circumstances warrant such a review.

Goodwill

Goodwill represents the excess of the consideration paid for the acquired businesses over the fair value of the individual assets acquired, net of liabilities assumed. Goodwill at March 31, 2019 is deductible for income tax purposes. Goodwill is not amortized, but instead is evaluated for impairment at least annually. We perform our annual assessment of impairment during the fourth quarter of our fiscal year, and more frequently if circumstances warrant.

Recent Accounting Pronouncements

Changes to U.S. GAAP are established by the Financial Accounting Standards Board ("FASB") in the form of Accounting Standards Updates ("ASUs") to the FASB's Accounting Standards Codification ("ASC").

We consider the applicability and impact of all ASUs. ASUs not listed below were assessed and determined to be either not applicable or are expected to have minimal impact on our consolidated financial statements and notes thereto.

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurements: Changes to the Disclosure Requirement for Fair Value Measurements. The ASU includes additional disclosure requirements for unrealized gains and losses for Level 3 fair value measurement and significant observable inputs used to develop Level 3 fair value measurements. The ASU is effective for the Company beginning after December 15, 2019. We do not expect ASU 2018-13 will have a material effect on our consolidated financial statements and notes thereto.

2. Revenue Recognition

On January 1, 2018, we adopted the new accounting standard FASB ASC 606, Revenue from Contracts with Customers, and all the related amendments to all contracts using the retrospective method. The impact at adoption was not material to the consolidated financial statements. The new accounting policy provides results substantially consistent with prior revenue recognition policies.

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Disaggregated net sales by major source:



	Three months ended March 31,
	2019		2018
Rooftop Units	$	88,343	$	74,815
Condensing Units	4,050		4,281
Air Handlers	5,594		5,240
Outdoor Mechanical Rooms	482		973
Water Source Heat Pumps	5,844		4,387
Part Sales	6,490		5,960
Other	3,019		3,426
Net Sales	$	113,822	$	99,082

Disaggregated units sold by major source:



	Three months ended March 31,
	2019	2018
Rooftop Units	3,762	3,468
Condensing Units	394	411
Air Handlers	580	536
Outdoor Mechanical Rooms	11	14
Water Source Heat Pumps	2,289	1,614
Total Units	7,036	6,043

The Company recognizes revenue when it satisfies the performance obligation in its contracts. Most of the Company’s products are highly customized, cannot be resold to other customers and the cost of rework to be resold is not economical. The Company has a formal cancellation policy and generally does not accept returns on these units. As a result, many of the Company’s products do not have an alternative use and therefore, for these products we recognize revenue over the time it takes to produce the unit. For all other products that are part sales or standardized units, we satisfy the performance obligation when the title and risk of ownership pass to the customer, generally at time of shipment. Final sales prices are fixed based on purchase orders. Sales allowances and customer incentives are treated as reductions to sales and are provided for based on historical experiences and current estimates. Sales of our products are moderately seasonal with the peak period being July - November of each year.

In addition, the Company presents revenues net of sales tax and net of certain payments to our independent manufacturer representatives (“Representatives”). Representatives are national companies that are in the business of providing HVAC units and other related products and services to customers. The end user customer orders a bundled group of products and services from the Representative and expects the Representative to fulfill the order. Only after the specifications are agreed to by the Representative and the customer, and the decision is made to use an AAON HVAC unit, will we receive notice of the order. We establish the amount we must receive for our HVAC unit (“minimum sales price”), but do not control the total order price that is negotiated by the Representative with the end user customer.

We are responsible for billings and collections resulting from all sales transactions, including those initiated by our Representatives. The Representatives submit the total order price to us for invoicing and collection. The total order price includes our minimum sales price and an additional amount which may include both the Representatives’ fee and amounts due for additional products and services required by the customer. These additional products and services may include controls purchased from another manufacturer to operate the unit, start-up services, and curbs for supporting the unit (“Third Party Products”). All are associated with the purchase of a HVAC unit but may be provided by the Representative or another third party. The Company is under no obligation related to Third Party Products.

The Representatives’ fee and Third Party Products amounts (“Due to Representatives”) are paid only after all amounts associated with the order are collected from the customer. The amount of payments to our Representatives were $11.5 million and $11.6 million for the three months ended March 31, 2019 and 2018, respectively.

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The Company also sells extended warranties on parts for various lengths of time ranging from six months to 10 years. Revenue for these separately priced warranties is deferred and recognized on a straight-line basis over the separately priced warranty period.

3. Business Combination

On February 28, 2018, we closed on the purchase of substantially all of the assets of WattMaster Controls, Inc., (“WattMaster”). The assets acquired consisted primarily of intellectual property, receivables, inventory and fixed assets. The Company also hired substantially all of the WattMaster employees. These assets and workforce have allowed us to accelerate the development of our own electronic controllers for air distribution systems. We funded the business combination with available cash of $6.0 million. We paid the final working capital settlement of $0.4 million with available cash in May 2018. We have included the results of WattMaster's operations in our consolidated financial statements beginning March 1, 2018.

The following table presents the allocation of the consideration paid to the assets acquired and liabilities assumed, based on their fair values, in the acquisition of WattMaster described above:



	(in thousands)
Accounts receivable	$	1,082
Inventories	1,380
Property, plant and equipment	340
Intellectual property	700
Goodwill	3,229
Assumed current liabilities	(354		)
Consideration paid	$	6,377

4. Leases

We adopted ASU No. 2016-02, Leases (Topic 842), as amended, as of January 1, 2019, using the transition method, which becomes effective upon the date of adoption. The transition method allows entities to initially apply the new leases standard at the adoption date (January 1, 2019) and recognizes a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. In addition, we elected the package of practical expedients permitted under the transition guidance within the new standard, which among other things, allowed us to carry forward the historical lease classification. We have also elected the short-term lease measurement and recognition exemption which does not require balance sheet presentation for short-term leases. The Company historically does not enter into numerous or material lease agreements to support its manufacturing operations. Furthermore, any lease agreements entered into are usually less than a year and for leases on non material assets such as warehouse vehicles and office equipment.

Adoption of the new standard resulted in the recording of additional lease right of use assets and lease liabilities of approximately $1.8 million, respectively, as of January 1, 2019, which mostly relates to the multi-year facility lease assumed in the 2018 WattMaster acquisition. The cumulative-effect adjustments to the opening balance was immaterial to the consolidated financial statements as a whole. The standard did not materially impact our consolidated net earnings or cash flows.

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5. Accounts Receivable

Accounts receivable and the related allowance for doubtful accounts are as follows:



	March 31, 2019			December 31, 2018
	(in thousands)
Accounts receivable	$	59,067		$	54,342
Less: Allowance for doubtful accounts	(379		)	(264		)
Total, net	$	58,688		$	54,078



	Three months ended
	March 31, 2019		March 31, 2018
Allowance for doubtful accounts:	(in thousands)
Balance, beginning of period	$	264	$	119
Provisions for losses on accounts receivables, net of adjustments	115		(11		)
Balance, end of period	$	379	$	108

6. Inventories

Inventories are valued at the lower of cost or net realizable value. Cost is determined by the first-in, first-out (“FIFO”) method. We establish an allowance for excess and obsolete inventories based on product line changes, the feasibility of substituting parts and the need for supply and replacement parts.

The components of inventories are as follows:



	March 31, 2019			December 31, 2018
	(in thousands)
Raw materials	$	67,519		$	67,995
Work in process	3,131			4,060
Finished goods	5,494			6,767
	76,144			78,822
Less: Allowance for excess and obsolete inventories	(1,567		)	(1,210		)
Total, net	$	74,577		$	77,612

The related changes in the allowance for excess and obsolete inventories account are as follows:



	Three months ended
	March 31, 2019		March 31, 2018
Allowance for excess and obsolete inventories:	(in thousands)
Balance, beginning of period	$	1,210	$	1,118
Provisions for excess and obsolete inventories	357		101
Inventories written off	—		(10		)
Balance, end of period	$	1,567	$	1,209

7. Intangible Assets

Our intangible assets consist of the following:



	March 31, 2019			December 31, 2018
	(in thousands)
Intellectual property	$	700		$	700
Less: Accumulated amortization	(253		)	(194		)
Total, net	$	447		$	506

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Amortization expense recorded in cost of sales is as follows:



	Three months ended
	March 31, 2019		March 31, 2018
	(in thousands)
Amortization expense	$	59	$	—

8. Supplemental Cash Flow Information



	Three months ended
	March 31, 2019		March 31, 2018
Supplemental disclosures:	(in thousands)
Interest paid	$	—	$	5
Income taxes paid	$	353	$	6,232
Non-cash investing and financing activities:
Non-cash capital expenditures	$	1,068	$	733

9. Warranties

The Company has warranties with various terms ranging from 18 months for parts to 25 years for certain heat exchangers. The Company has an obligation to replace parts if conditions under the warranty are met. A provision is made for estimated warranty costs at the time the related products are sold based upon the warranty period, historical trends, new products and any known identifiable warranty issues.

Changes in the warranty accrual are as follows:



	Three months ended
	March 31, 2019			March 31, 2018
Warranty accrual:	(in thousands)
Balance, beginning of period	$	11,421		$	10,483
Payments made	(1,106		)	(1,222		)
Provisions	1,109			1,527
Balance, end of period	$	11,424		$	10,788

Warranty expense:	$	1,109		$	1,527

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10. Accrued Liabilities

Accrued liabilities were comprised of the following:



	March 31, 2019		December 31, 2018
	(in thousands)
Warranty	$	11,424	$	11,421
Due to representatives	11,154		11,024
Payroll	4,659		4,182
Profit sharing	1,644		1,835
Worker's compensation	504		567
Medical self-insurance	1,010		1,207
Customer prepayments	1,725		2,367
Employee vacation time	3,563		3,173
Other	2,370		1,679
Total	$	38,053	$	37,455

11. Revolving Credit Facility

Our revolving credit facility, as amended, provides for maximum borrowings of $30.0 million, which is provided by BOKF, NA dba Bank of Oklahoma (“Bank of Oklahoma”). Under the line of credit, there is one standby letter of credit totaling $1.3 million. Borrowings available under the revolving credit facility at March 31, 2019 were $28.7 million. Interest on borrowings is payable monthly at LIBOR plus 2.0%. No fees are associated with the unused portion of the committed amount. We had no outstanding balance under the revolving credit facility at March 31, 2019 and December 31, 2018. The revolving credit facility expires on July 26, 2021.

As of March 31, 2019, we were in compliance with our financial covenants. These covenants require that we meet certain parameters related to our tangible net worth and total liabilities to tangible net worth ratio. At March 31, 2019, our tangible net worth was $259.4 million and met the requirement of being at or above $175.0 million. Our total liabilities to tangible net worth ratio was 0.2 to 1, and met the requirement of not being above 2 to 1.

12. Income Taxes

The provision (benefit) for income taxes consists of the following:



	Three months ended
	March 31, 2019		March 31, 2018
	(in thousands)
Current	$	1,702	$	560
Deferred	1,887		420
	$	3,589	$	980

The provision for income taxes differs from the amount computed by applying the statutory federal income tax rate before the provision for income taxes.

- 11 -

The reconciliation of the Federal statutory income tax rate to the effective income tax rate is as follows:



	Three months ended
	March 31, 2019		March 31, 2018
Federal statutory rate	21.0	%	21.0	%
State income taxes, net of Federal benefit	6.1		6.8
Excess tax benefits	(2.7	)	(8.9	)
Other	0.4		(0.2	)
Effective tax rate	24.8	%	18.7	%

The Company's estimated annual 2019 effective tax rate, excluding discrete events, is approximately 27%. We file income tax returns in the U.S., state and foreign income tax returns jurisdictions. We are subject to U.S. examinations for tax years 2014 to present, and to non-U.S. income tax examinations for the tax years of 2014 to present. In addition, we are subject to state and local income tax examinations for the tax years 2014 to present. The Company continues to evaluate its need to file returns in various state jurisdictions. Any interest or penalties would be recognized as a component of income tax expense.

13. Share-Based Compensation

On May 22, 2007, our stockholders adopted a Long-Term Incentive Plan (“LTIP”) which provided an additional 3.3 million shares that could be granted in the form of stock options, stock appreciation rights, restricted stock awards, performance units and performance awards, in addition to the shares from the previous plan, the 1992 Plan. Since inception of the LTIP, non-qualified stock options and restricted stock awards have been granted with a five year vesting schedule. Under the LTIP, the exercise price of shares granted could not be less than 100% of the fair market value at the date of the grant.

On May 24, 2016, our stockholders adopted the 2016 Long-Term Incentive Plan ("2016 Plan") which provides for approximately 6.4 million shares, comprised of 3.4 million new shares provided for under the 2016 Plan, approximately 0.4 million shares that were available for issuance under the previous LTIP that are now authorized for issuance under the 2016 Plan, and an additional 2.6 million shares that were approved by the stockholders on May 15, 2018. Under the 2016 Plan, shares can be granted in the form of stock options, stock appreciation rights, restricted stock awards, performance awards, dividend equivalent rights, and other awards. Under the 2016 Plan, the exercise price of shares granted may not be less than 100% of the fair market value at the date of the grant. The 2016 Plan will be administered by the Compensation Committee of the Board of Directors or such other committee of the Board of Directors as is designated by the Board of Directors (the “Committee”). Membership on the Committee shall be limited to independent directors. The Committee may delegate certain duties to one or more officers of the Company as provided in the 2016 Plan. The Committee will determine the persons to whom awards are to be made, determine the type, size and terms of awards, interpret the 2016 Plan, establish and revise rules and regulations relating to the 2016 Plan and make any other determinations that it believes necessary for the administration of the 2016 Plan.

Options - The total pre-tax compensation cost related to unvested stock options not yet recognized as of March 31, 2019 is $32.6 million and is expected to be recognized over a weighted average period of 4.23 years.

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The following weighted average assumptions were used to determine the fair value of the stock options granted on the original grant date for expense recognition purposes for options granted during the three months ended March 31, 2019 and 2018 using a Black Scholes-Merton Model:



	Three months ended
	March 31, 2019			March 31, 2018
Directors and Officers:
Expected dividend rate	$	0.32		$	0.26
Expected volatility	29.54		%	29.73		%
Risk-free interest rate	2.40		%	2.20		%
Expected life (in years)	5.0			5.0

Employees:
Expected dividend rate	$	0.32		$	0.26
Expected volatility	29.54		%	29.82		%
Risk-free interest rate	2.40		%	2.48		%
Expected life (in years)	5.0			5.0

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 our stock over time periods equal to the expected life at grant date.

The following is a summary of stock options vested and exercisable as of March 31, 2019:



Range of Exercise Prices					Number of Shares	Weighted Average Remaining Contractual Life (in years)	Weighted Average Exercise Price		Intrinsic Value (in thousands)
$	6.13	-	$	33.20	496,465	6.11	$	22.56	$	11,727
$	33.40	-	$	40.87	187,024	8.28	35.53		1,991
$	41.37	-	$	46.18	—	—	—		—
			Total		683,489	6.70	$	26.11	$	13,718

The following is a summary of stock options vested and exercisable as of March 31, 2018:



Range of Exercise Prices					Number of Shares	Weighted Average Remaining Contractual Life (in years)	Weighted Average Exercise Price		Intrinsic Value (in thousands)
$	4.54	-	$	32.80	486,601	5.19	$	16.32	$	11,036
$	32.85	-	$	34.10	65,054	5.64	34.06		322
$	34.15	-	$	39.00	9,193	8.90	34.45		42
			Total		560,848	5.30	$	18.67	$	11,400

- 13 -

A summary of option activity under the plans is as follows:



	Shares		Weighted Average Exercise Price
Outstanding at December 31, 2018	2,445,849		$	30.77
Granted	1,933,920		41.36
Exercised	(146,114	)	27.43
Forfeited or Expired	(58,198	)	34.33
Outstanding at March 31, 2019	4,175,457		$	35.74
Exercisable at March 31, 2019	683,489		$	26.11

The total intrinsic value of options exercised during the three months ended March 31, 2019 and 2018 was $2.1 million and $1.6 million, respectively. The cash received from options exercised during the three months ended March 31, 2019 and 2018 was $4.0 million and $1.3 million, respectively. The impact of these cash receipts is included in financing activities in the accompanying Consolidated Statements of Cash Flows.

Restricted Stock - Since 2007, as part of the LTIP and since May 2016 as part of the 2016 Plan, the Compensation Committee of the Board of Directors has authorized and issued restricted stock awards to directors and key employees. Restricted stock awards granted to directors vest one-third each year. All other restricted stock awards vest at a rate of 20% per year. The fair value of restricted stock awards is based on the fair market value of AAON, Inc. common stock on the respective grant dates, reduced for the present value of dividends.

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. At March 31, 2019, unrecognized compensation cost related to unvested restricted stock awards was approximately $8.9 million, which is expected to be recognized over a weighted average period of 2.93 years.

A summary of the unvested restricted stock awards is as follows:



	Shares		Weighted Average Grant Date Fair Value
Unvested at December 31, 2018	292,450		$	28.54
Granted	93,000		39.87
Vested	(50,620	)	26.91
Forfeited	(2,578	)	27.32
Unvested at March 31, 2019	332,252		$	31.97

- 14 -

A summary of share-based compensation is as follows:



	Three months ended
	March 31, 2019		March 31, 2018
Grant date fair value of awards during the period:	(in thousands)
Options	$	19,944	$	12,527
Restricted stock	3,708		2,114
Total	$	23,652	$	14,641

Share-based compensation expense:
Options	$	1,225	$	758
Restricted stock	805		966
Total	$	2,030	$	1,724

Income tax benefit/(deficiency) related to share-based compensation:
Options	$	243	$	301
Restricted stock	151		162
Total	$	394	$	463

14. Earnings Per Share

Basic net income per share is calculated by dividing net income by the weighted average number of shares of common stock outstanding during the period. Diluted net income per share assumes the conversion of all potentially dilutive securities and is calculated by dividing net income by the sum of the weighted average number of shares of common stock outstanding plus all potentially dilutive securities. Dilutive common shares consist primarily of stock options and restricted stock awards.

The following table sets forth the computation of basic and diluted earnings per share:



	Three months ended
	March 31, 2019		March 31, 2018
	(in thousands, except share and per share data)
Numerator:
Net income	$	10,902	$	4,260
Denominator:
Basic weighted average shares	51,992,150		52,433,902
Effect of dilutive stock options and restricted stock	377,510		476,321
Diluted weighted average shares	52,369,660		52,910,223
Earnings per share:
Basic	$	0.21	$	0.08
Diluted	$	0.21	$	0.08
Anti-dilutive shares:
Shares	1,927,727		1,676,773

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15. Stockholders’ Equity

Stock Repurchase - The Board has authorized three stock repurchase programs for the Company. Al1 other repurchases from directors or employees are contingent upon Board approval. All repurchases are done at current market prices.

The Company may purchase shares on the open market from time to time, up to a total of 5.7 million shares. The Board must authorize the timing and amount of these purchases. In May 2018, the Board authorized up to $15.0 million in open market repurchases and on May 18, 2018, the Company executed a repurchase agreement in accordance with the rules and regulations of the SEC allowing the Company to repurchase shares from the open market. The agreement expired on March 1, 2019. In February 2019, the Board authorized up to $20.0 million in open market repurchases and on March 5, 2019, the Company executed a repurchase agreement in accordance with the rules and regulations of the SEC allowing the Company to repurchase shares from the open market. The agreement will expire on March 4, 2020.

The Company also has a stock repurchase arrangement by which employee-participants in our 401(k) savings and investment plan are entitled to have shares in AAON, Inc. stock in their accounts sold to the Company. The maximum number of shares to be repurchased is contingent upon the number of shares sold by employee-participants.

Lastly, the Company repurchases shares of AAON, Inc. stock from certain of its directors and employees for payment of statutory tax withholdings on stock transactions.

Our repurchase activity is as follows:



	Three months ended March 31,
	2019					2018
Program	Shares	Total $		$ per share		Shares	Total $		$ per share
Open market	5,799	$	199,841	$	34.46	—	$	—	$	—
401(k)	107,000	4,282,961		40.03		118,203	4,378,925		37.05
Directors and employees	15,705	588,053		37.44		15,492	559,688		36.13
Total	128,504	$	5,070,855	$	39.46	133,695	$	4,938,613	$	36.94



	Inception to date
Program	Shares	Total $		$ per share
Open market	4,101,566	$	69,805,654	$	17.02
401(k)	7,154,776	104,824,208		14.65
Directors and employees	1,968,966	18,962,711		9.63
Total	13,225,308	$	193,592,573	$	14.64

Subsequent to March 31, 2019 and through April 30, 2019, the Company repurchased 61,992 shares for $2.9 million from our 401(k) savings and investment plan.

Dividends - At the discretion of the Board, we pay semi-annual cash dividends. Board approval is required to determine the date of declaration and amount for each semi-annual dividend payment.

Our recent dividends are as follows:



Declaration Date	Record Date	Payment Date	Dividend per Share
May 18, 2018	June 8, 2018	July 6, 2018	$0.16
November 8, 2018	November 29, 2018	December 20, 2018	$0.16

- 16 -

16. Commitments and Contingencies

We are subject to various claims and legal actions that arise in the ordinary course of business. We closely monitor these claims and legal actions and frequently consult with our legal counsel to determine whether they may, when resolved, have a material adverse effect on our financial position, results of operations or cash flows and we accrue and/or disclose loss contingencies as appropriate. We have concluded that the likelihood is remote that the ultimate resolution of any pending litigation or claims will be material or have a material adverse effect on the Company's business, financial position, results of operations and/or cash flows.

We are occasionally party to short-term, cancellable and occasionally non-cancellable, fixed price contracts with major suppliers for the purchase of raw material and component parts. We expect to receive delivery of raw materials for use in our manufacturing operations. These contracts are not accounted for as derivative instruments because they meet the normal purchase and normal sales exemption. At March 31, 2019, we had one material contractual purchase obligation for approximately $1.7 million that expires in December 2019.

17. Related Parties

The Company purchases some supplies from an entity controlled by the Company’s CEO. The Company sometimes makes sales to the CEO for parts. Additionally, the Company sells units to an entity owned by a member of the President's immediate family. This entity is also one of the Company’s Representatives and as such, the Company makes payments to the entity for third party products. All related party transactions are made on standard Company terms.

The following is a summary of transactions and balance with affiliates:



	Three months ended
	March 31, 2019		March 31, 2018
	(in thousands)
Sales to affiliates	$	50	$	145
Payments to affiliates	127		10



	March 31, 2019		December 31, 2018
	(in thousands)
Due from affiliates	$	1	$	79
Due to affiliates	3		—

18. Segments

The following table summarizes certain financial data related to our segments. Transactions between segments are recorded based on prices negotiated between the segments. Sales of units represents the selling price of our units plus freight and other miscellaneous charges less any returns and allowances. Parts include sales of purchased and fabricated parts including our coils along with the related freight and less any returns and allowances. The “Other” category in the table below includes certain sales cost and expenses that are not allocated to the reportable segments.

- 17 -

Asset information by segment is not easily identifiable or reviewed by the chief operating decision maker. As such, this information is not included below.



	Three Months Ended March 31,
	2019		2018
	(in thousands)
Sales
Units	107,068		92,975
Parts - External	6,911		6,287
Parts - Inter-segment	7,922		7,284
Other	(157	)	(180	)
Eliminations	(7,922	)	(7,284	)
Net sales	113,822		99,082

Gross Profit
Units	26,543		16,540
Parts - External	3,684		3,029
Parts - Inter-segment	677		795
Other	(4,434	)	(4,179	)
Eliminations	(677	)	(795	)
Net gross profit	25,793		15,390

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and the notes thereto, which are included in this report, and our audited consolidated financial statements and the notes thereto, which are included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2018. This discussion contains or incorporates by reference “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are not historical facts, but rather are based on expectations, estimates, assumptions and projections about our industry, business and future financial results, based on information available at the time this report is filed with the SEC or, with respect to any document incorporated by reference, available at the time that such document was prepared. Our actual results could differ materially from the results contemplated by these forward-looking statements due to a number of factors, including those identified in the section entitled “Forward-Looking Statements” in this Item 2 of this Quarterly Report on Form 10-Q and in the section entitled “Risk Factors” in Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2018. We do not assume any obligation to update or revise any forward-looking statements to reflect changed assumptions, the occurrence of anticipated or unanticipated events, new information or circumstances or otherwise, except as required by law.

Overview

We engineer, manufacture and market air conditioning and heating equipment consisting of standard, semi-custom and custom rooftop units, chillers, packaged outdoor mechanical rooms, air handling units, makeup air units, energy recovery units, condensing units, geothermal/water-source heat pumps, coils and controls. These products are marketed and sold to retail, manufacturing, educational, lodging, supermarket, medical and other commercial industries. We market our products to all 50 states in the United States and all provinces in Canada. Foreign sales were approximately $4.2 million of our total net sales for the three months just ended and $4.1 million of our sales during the same period of 2018.

- 18 -

Our business can be affected by a number of economic factors, including the level of economic activity in the markets in which we operate. The uncertainty of the economy has negatively impacted the commercial and industrial new construction markets. A further decline in economic activity could result in a decrease in our sales volume and profitability. Sales in the commercial and industrial new construction markets correlate closely to the number of new homes and buildings that are built, which in turn is influenced by cyclical factors such as interest rates, inflation, consumer spending habits, employment rates and other macroeconomic factors over which we have no control.

We sell our products to property owners and contractors through a network of manufacturers’ representatives and our internal sales force. The demand for our products is influenced by national and regional economic and demographic factors. The commercial and industrial new construction market is subject to cyclical fluctuations in that it is generally tied to housing starts, but has a lag factor of six to 18 months. Housing starts, in turn, are affected by such factors as interest rates, the state of the economy, population growth and the relative age of the population. Our sales strategy is currently balanced between new construction and replacement applications. The new construction market in 2018 and through the first quarter of 2019 has been robust, but showing signs of uncertainty. Thus, we continue to emphasize promotion of the benefits of AAON equipment to property owners in the replacement market.

The principal components of cost of goods sold are labor, raw materials, component costs, factory overhead, freight and engineering expense. The principal high volume raw materials used in our manufacturing processes are steel, copper and aluminum, and are obtained from domestic suppliers. We also purchase from domestic manufacturers certain components, including compressors, motors and electrical controls.

The price levels of our raw materials have remained relatively consistent the past few years, but the market has become volatile and unpredictable as a result of the uncertainty related to the U.S. economy and a weakening global economy. For the three months ended March 31, 2019, the price (twelve month trailing average) for galvanized steel, stainless steel and aluminum increased by approximately 15.6%, 9.0% and 4.6% (copper decreased by 1.1%) , respectively, as compared to the three months ended March 31, 2018.

We attempt to limit the impact of price fluctuations on these materials by entering into cancellable and non-cancellable fixed price contracts with our major suppliers for periods of six to 18 months. We expect to receive delivery of raw materials from our fixed price contracts for use in our manufacturing operations.

We continued construction of our three-story 134,000 square foot laboratory building with ten testing cells contained within it. This unique laboratory will have capabilities beyond anything known to exist in the world and will elevate AAON's research and design capabilities accordingly. Completion of this lab in 2019 will be a significant event.

The following are recent highlights and items that impacted our results of operations, cash flows and financial condition:


•	We saw significant improvement in our gross margin during the first quarter.


•	Overall units sold increased approximately 16.4% for the three months ended as compared to the same period last year.


•	Our warranty expense has stabilized and we expect to see continued improvement in this area.


•	We invested $8.8 million in capital expenditures, continuing our work on projects such as our new research and development lab, water-source heat pump production line, as well as other internal development projects.


•	Our order intake level continued to support our high backlog.

Backlog

The following table shows our historical backlog levels:



3/31/2019		12/31/2018		3/31/2018
(in thousands)
$	166,558	$	151,767	$	74,068

- 19 -

Results of Operations

Three Months Ended March 31, 2019 vs. Three Months Ended March 31, 2018

Units Sold



	Three Months Ended March 31,
	2019	2018

Rooftop Units	3,762	3,468
Condensing Units	394	411
Air Handlers	580	536
Outdoor Mechanical Rooms	11	14
Water Source Heat Pumps	2,289	1,614
Total Units	7,036	6,043

Net Sales



	Three Months Ended March 31,
	2019		2018		Change		% Change
	(in thousands, except unit data)
Net sales	$	113,822	$	99,082	$	14,740	14.9	%
Total units	7,036		6,043		993		16.4	%

Most of the increase in revenues is due to our price increases from 2018 with our unit sales increasing $14.1 million.

Cost of Sales



	Three Months Ended March 31,				Percent of Sales
	2019		2018		2019		2018
	(in thousands)
Cost of sales	$	88,029	$	83,692	77.3	%	84.5	%
Gross profit	25,793		15,390		22.7	%	15.5	%

The principal components of cost of sales are labor, raw materials, component costs, factory overhead, freight out and engineering expense. The principal high volume raw materials used in our manufacturing processes are steel, copper and aluminum, which are obtained from domestic suppliers. The Company saw improvement in its gross profit in the first quarter in 2019 compared to the previous first quarter in 2018. Material cost as a percent of sales is down for the first quarter 2019 due to stocking of raw materials at a lower cost point in 2018 and less scrap. Overhead as a percent of sales is also down for the first quarter of 2019 as the Company continues to monitor its headcount and try to increase efficiencies.

Twelve-month average raw material cost per pound as of March 31:



	2019		2018		% Change

Copper	$	3.73	$	3.77	(1.1	)%
Galvanized Steel	$	0.52	$	0.45	15.6	%
Stainless Steel	$	1.33	$	1.22	9.0	%
Aluminum	$	1.82	$	1.74	4.6	%

- 20 -

Selling, General and Administrative Expenses



	Three Months Ended March 31,					Percent of Sales
	2019		2018			2019		2018
	(in thousands)
Warranty	$	1,109	$	1,524		1.0	%	1.5	%
Profit Sharing	1,644		622			1.4	%	0.6	%
Salaries & Benefits	3,535		3,276			3.1	%	3.3	%
Stock Compensation	1,132		997			1.0	%	1.0	%
Advertising	220		222			0.2	%	0.2	%
Depreciation	311		218			0.3	%	0.2	%
Insurance	159		358			0.1	%	0.4	%
Professional Fees	730		782			0.6	%	0.8	%
Donations	115		498			0.1	%	0.5	%
Bad Debt Expense	115		(11		)	0.1	%	—	%
Other	1,931		1,733			1.7	%	1.7	%
Total SG&A	$	11,001	$	10,219		9.7	%	10.3	%

The Company experienced a decrease in warranty claims paid of 9% in the first quarter of 2019 as compared to 2018. Our profit sharing expenses were up due to higher earnings.

Income Taxes



	Three Months Ended March 31,				Effective Tax Rate
	2019		2018		2019		2018
	(in thousands)
Income tax provision	$	3,589	$	980	24.8	%	18.7	%

The Company’s estimated annual 2019 effective tax rate, excluding discrete events, is expected to be approximately 27%. The Company had a larger excess tax benefit related to our stock awards in the first quarter of 2018 compared to 2019 that caused the effective rate for that quarter to be lower than expected.

Liquidity and Capital Resources

Our working capital and capital expenditure requirements are generally met through net cash provided by operations and the occasional use of our revolving credit facility.

Our cash increased $5.1 million from December 31, 2018 to March 31, 2019 and totaled $7.1 million at March 31, 2019.

Under the line of credit with Bank of Oklahoma, there was one standby letter of credit of $1.3 million as of March 31, 2019. At March 31, 2019, we have $28.7 million of borrowings available under the revolving credit facility. No fees are associated with the unused portion of the committed amount.

We had no outstanding balance under the revolving credit facility at March 31, 2019 and December 31, 2018. Interest on borrowings is payable monthly at LIBOR plus 2.0%. The termination date of the revolving credit facility is July 26, 2021.

At March 31, 2019, we were in compliance with all of the covenants under the revolving credit facility. We are obligated to comply with certain financial covenants under the revolving credit facility. These covenants require that we meet certain parameters related to our tangible net worth and total liabilities to tangible net worth ratio. At March 31, 2019, our tangible net worth was $259.4 million, which meets the requirement of being at or above $175.0 million. Our total liabilities to tangible net worth ratio was 0.2 to 1.0 which meets the requirement of not being above 2 to 1.

- 21 -

Authorizations - The Board has authorized three stock repurchase programs for the Company. Any other repurchases from directors or employees are contingent upon Board approval. All repurchases are done at current market prices.

Lastly, the Company repurchases shares of AAON, Inc. stock from certain of its directors and employees for payment of statutory tax withholdings on stock transactions.

Repurchase Activity



	Three months ended March 31,
	2019					2018
Program	Shares	Total $		$ per share		Shares	Total $		$ per share
Open market	5,799	$	199,841	$	34.46	—	$	—	$	—
401(k)	107,000	4,282,961		40.03		118,203	4,378,925		37.05
Directors and employees	15,705	588,053		37.44		15,492	559,688		36.13
Total	128,504	$	5,070,855	$	39.46	133,695	$	4,938,613	$	36.94



	Inception to date
Program	Shares	Total $		$ per share
Open market	4,101,566	$	69,805,654	$	17.02
401(k)	7,154,776	104,824,208		14.65
Directors and employees	1,968,966	18,962,711		9.63
Total	13,225,308	$	193,592,573	$	14.64

Dividends - At the discretion of the Board, we pay semi-annual cash dividends. Board approval is required to determine the date of declaration and amount for each semi-annual dividend payment.

Our recent dividends are as follows:



Declaration Date	Record Date	Payment Date	Dividend per Share
May 18, 2018	June 8, 2018	July 6, 2018	$0.16
November 8, 2018	November 29, 2018	December 20, 2018	$0.16

Based on historical performance and current expectations, we believe our cash and cash equivalents balance, the projected cash flows generated from our operations, our existing committed revolving credit facility (or comparable financing) and our expected ability to access capital markets will satisfy our working capital needs, capital expenditures and other liquidity requirements associated with our operations in 2019 and the foreseeable future.

- 22 -

Statement of Cash Flows

The following table reflects the major categories of cash flows for the three months ended March 31, 2019 and 2018. For additional details, see the consolidated financial statements.



	Three Months Ended March 31,
	2019			2018
	(in thousands)
Operating Activities
Net Income	$	10,902		$	4,260
Income statement adjustments, net	10,565			6,373
Changes in assets and liabilities:
Accounts receivable	(4,725		)	(2,897		)
Income taxes	1,348			(5,673		)
Inventories	2,678			3,447
Prepaid expenses and other	(561		)	(712		)
Accounts payable	(5,730		)	9,833
Deferred revenue	25			37
Accrued liabilities & donations	411			(3,924		)
Net cash provided by operating activities	14,913			10,744
Investing Activities
Capital expenditures	(8,772		)	(8,451		)
Cash paid in business combination	—			(6,000		)
Purchases of investments	—			(11,815		)
Maturities of investments and proceeds from called investments	—			5,825
Other	69			20
Net cash used in investing activities	(8,703		)	(20,421		)
Financing Activities
Stock options exercised	4,010			1,340
Repurchase of stock	(4,483		)	(4,379		)
Employee taxes paid by withholding shares	(588		)	(568		)
Net cash used in financing activities	$	(1,061	)	$	(3,607	)

Cash Flows Provided by Operating Activities

Cash outflows from accounts payable increased as the Company shortened its payment cycle to pay invoices more quickly.

Cash Flows Used in Investing Activities

The capital expenditure program for 2019 is estimated to be approximately $40.0 million. The capital expenditures for 2019 relate to the completion of our R&D lab and water-source heat pump lines, along with expansion of our Tulsa facility. Many of these projects are subject to review and cancellation at the discretion of our CEO and Board of Directors without incurring substantial charges.

The Company invested excess cash flows in 2018 in investments along with completing a strategic business combination that allowed us to quickly develop our own electronic controllers for air distribution systems.

Cash Flows Used in Financing Activities

Stock options exercised increased due to the timing of employee exercises and increases in our stock price.

- 23 -

Off-Balance Sheet Arrangements

We are not party to any off-balance sheet arrangements that have or are reasonably likely to have a material current or future effect on our financial condition, changes in financial condition, revenues, expenses, results of operations, liquidity, capital expenditures or capital resources.

Contractual Obligations

We had one material contractual purchase obligation as of March 31, 2019 for approximately $1.7 million that expires in December 2019.

Critical Accounting Policies

There have been no material changes in the Company’s critical accounting policies during the three months ended March 31, 2019.

Recent Accounting Pronouncements

See Note 1 of the Notes to the Consolidated Financial Statements for a discussion of recent accounting pronouncements.

Forward-Looking Statements

This Quarterly Report on Form 10-Q 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”, “should”, and variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions, which are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. We undertake no obligation 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 3. Quantitative and Qualitative Disclosures About Market Risk.

Commodity Price Risk

We are exposed to volatility in the prices of commodities used in some of our products and we may use fixed price cancellable and non-cancellable contracts with our major suppliers for periods of six to 18 months to manage this exposure.

Item 4. Controls and Procedures.

(a) Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this Quarterly Report on Form 10-Q, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer with the oversight of the Audit Committee, regarding the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended). Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded, as of the end of the period covered by this Quarterly Report, that our disclosure controls and procedures were effective.

There have been no changes in internal control over financial reporting that occurred during our last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

- 24 -

PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

We are subject to various claims and legal actions that arise in the ordinary course of business. We closely monitor these claims and legal actions and frequently consult with our legal counsel to determine whether they may, when resolved, have a material adverse effect on our financial position, results of operations, or cash flows and we accrue and/or disclose loss contingencies as appropriate. We have concluded that the likelihood is remote that the ultimate resolution of any pending litigation or claims will be material or have a material adverse effect on the Company's business, financial position, results of operations or cash flows.

Item 1A. Risk Factors.

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2018. The risk factors described in our Annual Report could materially adversely affect our business, financial condition or future results. There have been no material changes to the risk factors included in our 2018 Annual Report.

Item 2. Unregistered Sales of Equity and Securities and Use of Proceeds.

In May 2018, the Board authorized up to $15.0 million in open market repurchases and on May 18, 2018, executed a repurchase agreement in accordance with the rules and regulations of the SEC allowing the Company to repurchase shares from the open market. The agreement expired on March 1, 2019. In February 2019, the Board authorized up to $20.0 million in open market repurchases and on March 5, 2019, the Company executed a repurchase agreement in accordance with the rules and regulations of the SEC allowing the Company to repurchase shares from the open market. The agreement will expire on March 4, 2020. We have repurchased a total of approximately 4.1 million shares under the stock buyback programs for an aggregate price of $69.8 million, or an average price of $17.02 per share. We purchased the shares at current market prices.

On July 1, 2005, we entered into a stock repurchase arrangement by which employee-participants in our 401(k) savings and investment plan are entitled to have shares of AAON, Inc. stock in their accounts sold to the Company. The maximum number of shares to be repurchased is contingent upon the number of shares sold by employees. From inception through March 31, 2019, we repurchased approximately 7.2 million shares for an aggregate price of $104.8 million, or an average price of $14.65 per share. We purchased the shares at current market prices.

Periodically, the Company repurchases shares of AAON, Inc. stock from certain of its directors and employees. The number of shares to be repurchased is contingent upon Board approval. From inception through March 31, 2019, we repurchased approximately 2.0 million shares for an aggregate price of $19.0 million, or an average price of $9.63 per share. We purchased the shares at current market prices.

Repurchases during the first quarter of 2019 were as follows:



	ISSUER PURCHASES OF EQUITY SECURITIES
Period	(a) Total Number of Shares (or Units) Purchased	(b) Average Price Paid Per Share (or Unit)		(c) Total Number of Shares (or Units) Purchased as part of Publicly Announced Plans or Programs	(d) Maximum Number (or Approximate Dollar Value) of Shares (or Units) that may yet be Purchased under the Plans or Programs
January 2019	36,407	$	35.44	36,407	—
February 2019	52,826	39.95		52,826	—
March 2019	39,271	42.97		39,271	—
Total	128,504	$	39.46	128,504	—

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Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 4A. Submission of Matters to a Vote of Security Holders.

None.

Item 5. Other Information.

None.

Item 6. Exhibits.



(a) Exhibits

(i)	Exhibit 31.1	Section 302 Certification of CEO
(ii)	Exhibit 31.2	Section 302 Certification of CFO
(iii)	Exhibit 32.1	Section 1350 Certification of CEO
(iv)	Exhibit 32.2	Section 1350 Certification of CFO

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 thereunto duly authorized.



	AAON, INC.


Dated: 5/2/2019	By:	/s/ Norman H. Asbjornson
		Norman H. Asbjornson Chief Executive Officer


Dated: 5/2/2019	By:	/s/ Scott M. Asbjornson
		Scott M. Asbjornson Chief Financial Officer

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