SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): April 19, 2004 AAON, INC. ---------- (Exact name of registrant as specified in its charter) Nevada 0-18953 87-0448736 ------ ------- ---------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 2425 South Yukon, Tulsa, Oklahoma 74107 --------------------------------------- (Address of principal executive offices) Registrant's telephone number, including area code: (918) 583-2266 Item 12. Results of Operations and Financial Condition. On April 19, 2004, Registrant issued a press release on its results of operation and financial condition for the three months ended and at March 31, 2004. A copy of such press release is attached as Exhibit "A" hereto. 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: April 27, 2004 By: /s/ John B. Johnson, Jr. ---------------------------------- John B. Johnson, Jr., Secretary (1) EXHIBIT "A" NEWS BULLETIN FOR IMMEDIATE RELEASE April 19, 2004 AAON, Inc. 2425 South Yukon Ave. o Tulsa, OK 74107-2728 o Ph: (918) 583-2266 o Fax: (918) 583-6094 o ohttp://www.aaon.como --------------------------------------------- For Further Information: Jerry R. Levine o Phone: (914) 244-0292 o Fax: (914) 244-0295 -------------------------------------------------------------------------------- AAON REPORTS HIGHER SALES AND LOWER EARNINGS Tulsa, OK, April 19, 2004 - AAON, Inc. (NASDAQ-AAON) today announced its operating results for the three months ended March 31, 2004, of $37.5 million in sales and $2.3 million of net income, $0.18 per share, compared to $32.9 million in sales and $3.5 million of net income, $0.26 per share a year ago. Per share earnings are on a diluted basis. Norman H. Asbjornson, President and CEO, stated that "The decrease in earnings was attributable primarily to an 11.5% decline in gross profit from $8.7 million (or 26.5% of net sales) in 2003 compared to $7.7 million (or 20.5% of net sales) in 2004 and a $771,000 (24.1%) increase in SG&A (from $3.2 million in 2003 to $4.0 million in 2004)." He noted that "The drop in gross profit was principally due to the continuation of startup costs associated with a new coil project and sharp increases in steel and copper prices. These higher material costs are expected to further impact profitability for the remainder of the year. However, price increases which go into effect in April together with anticipated reduction of start-up costs of the new coil project, should more than offset these increased raw material costs by the third quarter. He said that, "The increase in SG&A was mainly the result of additional warranty expense on repairs of older units, which will continue at a reduced amount in the second quarter of 2004, and an increase in bad debt expense." Mr. Asbjornson pointed out that, "Net sales for the first quarter of 2004 increased by $4.6 million or 14.1% compared to the first quarter of 2003." He said that, "In spite of such sales increase, backlog has continued to rise to its current record level." He added that, "Based on our current backlog level and improving outlook for the U.S. economy, we believe sales should remain higher in 2004, compared to 2003." This press release contains "forward looking statements" within the meaning of Section 27A of the Securities Act of 1933. 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. (1) AAON, Inc. Consolidated Statements of Operations Three Months Ended* Three Months Ended* March 31, 2004 March 31, 2003 --------------------------------------------------------- (in thousands, except share and per share data) Net sales $ 37,494 $ 32,856 Cost of Sales 29,793 24,159 ------------------------ ------------------------ Gross profit 7,701 8,697 Selling, general and administrative expenses 3,967 3,196 ------------------------ ------------------------ Income from operations 3,734 5,501 Interest expense 17 6 Interest income (81) (58) Other income (2) (84) ------------------------ ------------------------ Income before income taxes 3,800 5,637 Income tax provision 1,463 2,142 ------------------------ ------------------------ Net Income $ 2,337 $ 3,495 ======================== ======================== Earnings Per Share: Basic $ 0.19 $ 0.27 ======================== ======================== Diluted $ 0.18 $ 0.26 ======================== ======================== Weighted Average Shares Outstanding: Basic 12,482,186 12,880,299 ======================== ======================== Diluted 12,997,022 13,415,455 ======================== ======================== *Unaudited (2) AAON, Inc. Consolidated Balance Sheets March 31, 2004* December 31, 2003 ------------------------------------------------------ (In thousands, except share and per share data) ASSETS CURRENT ASSETS Cash and cash equivalents $ 201 $ 6,186 Certificate of deposit 10,000 10,000 Accounts receivable, net 22,123 22,553 Inventories, net 22,223 19,711 Prepaid expenses 2,948 2,653 Deferred income tax 3,532 3,532 ----------------------- ----------------------- Total current assets 61,027 64,635 ----------------------- ----------------------- PROPERTY, PLANT AND EQUIPMENT Land 874 874 Buildings 19,837 19,588 Machinery and equipment 44,704 44,329 Furniture and fixtures 3,976 3,944 ----------------------- ----------------------- Total property, plant & equipment 69,391 68,735 Less: accumulated depreciation 32,834 31,285 ----------------------- ----------------------- Net property, plant & equipment 36,557 37,450 ----------------------- ----------------------- Total Assets $ 97,584 $ 102,085 ======================= ======================= LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Revolving credit facility $ 882 $ 5,356 Accounts payable 10,987 11,553 Accrued liabilities 12,244 12,357 ----------------------- ----------------------- Total current liabilities 24,113 29,266 ----------------------- ----------------------- DEFERRED TAX LIABILITY 5,391 5,391 ----------------------- ----------------------- STOCKHOLDERS' EQUITY Preferred Stock, $.001 par, 5,000,000 shares authorized, no shares issued - - Common Stock, $.004 par, 50,000,000 shares authorized, and 12,469,158 and 12,519,733 issued and outstanding at March 31, 2004, and December 31, 2003, respectively 50 50 Additional paid-in capital - - Retained earnings 68,030 67,378 ----------------------- ----------------------- Total stockholders' equity 68,080 67,428 ----------------------- ----------------------- Total Liabilities and Stockholders' Equity $ 97,584 $ 102,085 ======================= ======================= *Unaudited (3) AAON, Inc. Consolidated Statements of Cash Flows Three Months Ended Three Months Ended March 31, 2004* March 31, 2003* ----------------------------------------------------- (in thousands) Operating Activities Net income $ 2,337 $ 3,495 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 1,552 1,238 Provision for losses on accounts receivable 470 82 Loss on disposition of assets 4 - Changes in assets and liabilities: Accounts receivable (40) 2,171 Inventories (2,512) (1,247) Prepaid expenses (295) 20 Accounts payable (566) (126) Accrued liabilities 241 3,053 ------------------------ ------------------------ Net cash provided by operating activities 1,191 8,686 Investing Activities Proceeds from sale of property, plant and equipment 1 - Capital expenditures (664) (1,342) ------------------------ ------------------------ Net cash used in investing activities (663) (1,342) Financing Activities Borrowings under revolving credit agreement 12,968 6,324 Payments under revolving credit agreement (17,442) (9,890) Stock options exercised 224 28 Repurchase of stock (2,263) (4,008) ------------------------ ------------------------ Net cash used in financing activities (6,513) (7,546) ------------------------ ------------------------ Net decrease in cash (5,985) (202) ------------------------ ------------------------ Cash and cash equivalents, beginning of period 6,186 5,071 ------------------------ ------------------------ Cash and cash equivalents, end of period $ 201 $ 4,869 ======================== ======================== *Unaudited (4)