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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1998
Commission file number: 33-18336-LA
AAON, INC.
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(Exact name of Registrant as specified in its charter)
Nevada 87-0448736
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(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 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 [X] 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. [ ]
The aggregate market value of Registrant's voting stock held by non-affiliates
computed by reference to the closing price of such stock on March 1, 1999, was
approximately $32,076,000. For purposes of this computation, all officers,
directors and 5% beneficial owners of Registrant are deemed to be affiliates.
As of March 1, 1999, Registrant had outstanding a total of 6,225,449 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 25, 1999, are
incorporated into Part III.
TABLE OF CONTENTS
Page
Item Number and Caption Number
PART I
1. Business. 1
2. Properties. 4
3. Legal Proceedings. 5
4. Submission of Matters to a Vote of Security Holders. 5
PART II
5. Market for Registrant's Common Equity and Related
Stockholder Matters. 6
6. Selected Financial Data. 7
7. Management's Discussion and Analysis of Financial Condition
and Results of Operations. 8
7A. Quantitative and Qualitative Disclosures About Market Risk. 10
8. Financial Statements and Supplementary Data. 10
9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure. 10
PART III
10. Directors and Executive Officers of Registrant. 11
11. Executive Compensation. 11
12. Security Ownership of Certain Beneficial Owners and Management. 11
13. Certain Relationships and Related Transactions. 11
PART IV
14. Exhibits, Financial Statement Schedules and Reports on Form 8-K. 12
PART I
Item 1. Business.
General Development of Business
AAON, Inc., a Nevada corporation ("AAON-Nevada" or, including its subsidiaries,
the "Company"), was incorporated on August 18, 1987.
AAON, Inc., an Oklahoma corporation ("AAON-Oklahoma"), was incorporated on
August 15, 1988, for the purpose of acquiring the assets, subject to certain
liabilities, of the Heating, Ventilation and Air-Conditioning ("HVAC") Division
of John Zink Company in Tulsa, Oklahoma. On June 16, 1989, pursuant to a
Conversion/Exchange Agreement, AAON-Oklahoma became a wholly-owned subsidiary of
AAON-Nevada.
AAON-Oklahoma is engaged in the manufacture and sale of commercial rooftop
air-conditioners and heating equipment.
On December 30, 1991, AAON Coil Products, Inc. ("ACP", formerly CP/AAON, Inc.),
a Texas corporation organized as a wholly-owned subsidiary of AAON-Nevada for
such purpose, purchased most of the assets of Coils Plus, Inc., of Longview,
Texas, which manufactures coils used in the products of AAON-Oklahoma.
Products and Markets
The Company engineers, manufactures and markets commercial rooftop
air-conditioning, heating and heat recovery equipment and air-conditioning
coils. Its products serve the commercial and industrial new construction and
replacement markets. While to date virtually all of the Company's sales have
been to the domestic market, concerted efforts began in 1993 to develop foreign
sales which accounted for approximately 2% of its sales last year and are
projected to increase in coming years.
The rooftop market consists of units installed on commercial or industrial
structures of generally less than 10 stories in height.
ACP's coil sales are made to air-conditioning unit manufacturers, including
AAON-Oklahoma, and to the commercial/industrial general building market.
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 which 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 1998 level of sales, approximately $107 million, the Company has a
10% share of the rooftop market and a 1% share of the coil market. Approximately
65% of the Company's sales now come from new construction and 35% from
renovation/replacements. The percentage of sales (for new construction vs.
replacement) to particular customers is related to their stage of development,
e.g., Target and Wal-Mart, 80% new construction and 20% replacement.
The Company purchases certain components, fabricates sheet metal and tubing and
then assembles and tests its finished products. The finished products of
AAON-Oklahoma 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 finished products of ACP are coils,
consisting of a sheet metal casing with tubing and fins contained therein.
The Company now has three groups of rooftop products: its RK Series, which is
offered in 18 cooling sizes ranging from 3 to 60 tons; its RF Series, which is
offered in nine cooling sizes ranging from 40 to 130 tons; and its HA Series,
which is a horizontal discharge package for either rooftop or ground
installation, offered in nine sizes ranging from 4 to 50 tons.
AAON-Oklahoma's engineers have developed a heat recovery wheel for its RK and RF
units. The product responds to requirements of the U.S. Clean Air Act which
mandate increased fresh air in commercial structures. This product, which is
marketed under the name AAONAIRE(R), increases the capacity of AAON HVAC units
by up to 50% with no additional energy cost. The Company has been issued a
patent on the adaptation of this product to its units. This enhancement was
introduced in January 1995. The energy savings and comfort improvement afforded
by the heat recovery wheel have been proven by numerous installations during the
past year, but sales to date, while increasing, account for a minor part of
revenues.
AAON-Oklahoma's products are designed to compete on the high side of
standardized, packaged rooftop products. Accordingly, its prices range from $300
to $550 per ton of cooling, which is approximately 5%, on average, higher than
other standardized products. Performance characteristics of these products range
in cooling capacity from 32,900-1,563,469 BTU's and in heating capacity from
69,000-1,680,000 BTU's. All of the Company's rooftop products meet the
Department of Energy's efficiency standards, which are designed to set 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 would involve multiple units.
In 1998, ACP introduced additional products, consisting of air handling units
and condensing units. While the Company anticipates sales of these products to
become significant in future years, sales to date have been modest.
Major Customers
The Company's largest customers last year were Wal-Mart Stores, Inc., Home
Depot, Inc., and Target Stores, Inc. Sales to Wal-Mart, Home Depot and Target
were 21%, 8% and 7% of total sales, respectively, in 1998 compared to 11%, 6%
and 11%, respectively, in 1997. The Company has no written contract with these
customers.
The loss of any of the above customers would have a material adverse effect on
the Company. However, with the continuing expansion of the Company's customer
base, management believes that the extent of its dependence on sales to its
major customers will diminish over a period of time.
In order to diversify its customer base, the Company has added to and/or
upgraded its sales representation in various markets.
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 material or the major
components of its manufactured products, but AAON-Oklahoma purchases all of its
coils from ACP. By having multiple suppliers, the Company believes that it will
have adequate sources of supplies to meet its manufacturing requirements for the
foreseeable future.
Further, 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 three years.
Distribution
The Company utilizes a direct sales staff of nine individuals and approximately
83 independent manufacturer representatives' organizations having 104 offices to
market its products in the United States. The Company also has one international
sales organization, which utilizes 10 distributors in other countries. Sales are
made directly to the contractor or end user, with shipments being made from the
Company's Tulsa and Longview plants to the job site. Billings are to the
contractor or end user, with a commission paid directly to the manufacturer
representative.
AAON-Oklahoma's products and sales strategy focus on a "niche" market. The
targeted market for its rooftop equipment is customers seeking a product of
better quality than offered, and/or options not offered, by standardized
manufacturers.
To support and service its customers and the ultimate consumer, AAON-Oklahoma
provides parts availability through three independent parts distributors and has
a factory service organization at its Tulsa plant. 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.
The Company's warranty on its products is: for parts only, the earlier of one
year from the date of first use or 15 months from date of shipment; compressors,
an additional four years; and on gas-fired heat exchangers (if applicable), 10
years.
Research and Development
All R&D activities of the Company are company-sponsored, rather than
customer-sponsored. Ongoing work involves the HA Series, component evaluation
and refinement, development of control systems and new product development. This
work will cost approximately $200,000 per year and is budgeted as a normal,
recurring expense.
Backlog
The Company had a current backlog as of March 1, 1999, of $29,833,000, compared
to $37,482,000 at March 1, 1998. The current backlog consists of orders
considered by management to be firm and substantially all of which will be
filled by August 1, 1999; 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 components with a
view to maintaining the lowest level consistent with requirements of anticipated
levels of operation. Its 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 through a bank revolving credit facility, which currently permits borrowings
up to $15,150,000. The Company believes that it will have sufficient bank credit
available to meet its working capital needs through 1999 and beyond.
Seasonality
Sales of the Company's products are moderately seasonal with the peak period
being July-November of each year.
Competition
In the domestic market, the Company competes primarily with Trane Company, a
division of American Standard, Inc., Carrier Corporation, a subsidiary of United
Technologies Corporation, Lennox Industries, Inc., and York International
Corporation. All of these competitors are substantially larger and have greater
resources than the Company. The Company competes primarily 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,
AAON-Oklahoma often is at a competitive disadvantage on sales of rooftop units
because of the emphasis placed on initial cost; whereas, in the replacement
market and other owner-controlled purchases of such units, 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, 1999, the Company had 872 employees and 99 temporaries, none of
whom are represented by unions. Management considers its relations with its
employees to be good.
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 possibly the
patent issued regarding the heat recovery wheel option known as AAONAIRE(R)
discussed under "Products and Markets".
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.
Item 2. Properties.
The plant and office facilities of AAON-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,
Tulsa, Oklahoma (the "original facility"), and a 457,000 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. 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. Production at this facility averaged approximately $8.6
million per month in 1998, which is 52% of the estimated capacity of the plant.
Management deems this plant to be nearly ideal for the type of rooftop products
being manufactured by the Company.
The expansion facility, which was purchased on December 31, 1997, is 24%
(108,000 sq. ft.) utilized by the Company and 76% leased to third parties. The
Company uses 8,000 sq. ft. for office space and 20,000 sq. ft. for warehouse
space and will utilize 80,000 sq. ft. for manufacturing in 1999. The remaining
349,000 sq. ft. will afford the Company additional plant and office space for
long-term growth.
The operations of ACP are conducted in a plant/office building at 203-207 Gum
Springs Road in Longview, Texas, containing 138,000 square feet on 14 acres. The
manufacturing area (approximately 131,000 square feet) is located in two
120-foot wide sheet metal buildings connected by an adjoining structure and a
28,000 square foot building adjacent thereto. The facility is built for light
industrial manufacturing.
Bank borrowings of the Company, totaling $6,060,000 at March 1, 1999, are
secured, in part, by its Longview buildings.
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, 1998, through December
31, 1998.
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters.
The Company's Common Stock is traded on the NASDAQ National Market under the
symbol "AAON". The range of sales 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 Bid Low Bid
------------- -------- -------
March 31, 1997 $ 7.60 $ 4.32
June 30, 1997 $ 8.56 $ 5.48
September 30, 1997 $ 8.46 $ 7.16
December 31, 1997 $ 9.44 $ 6.40
March 31, 1998 $ 11.75 $ 6.63
June 30, 1998 $ 11.50 $ 9.75
September 30, 1998 $ 11.00 $ 6.75
December 31, 1998 $ 10.50 $ 7.50
On March 1, 1999, there were 195 holders of record, and 2,039 beneficial owners,
of the Company's Common Stock.
Since its inception, no cash dividends have been paid on the Company's Common
Stock and the Company does not anticipate paying cash dividends in the
foreseeable future. There is a negative covenant under the Company's Revolving
Credit and Term Loan Agreement which prohibits the declaration or payment of
such dividends. The Company paid a 10% stock dividend on March 27, 1995.
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.
Years ended December 31,
--------------------------------------------------------------------
Results of Operations: 1998 1997 1996 1995 1994
---------------------- -------- -------- -------- -------- --------
(In thousands, except earnings per share)
Net sales $106,781 $ 81,676 $ 62,845 $ 67,346 $ 79,542
Net income $ 5,230 $ 3,022 $ 2,075 $ 2,069 $ 5,101
Basic earnings per share $ .84 $ .49 $ .34 $ .34 $ .84
Diluted earnings per share $ .82 $ .48 $ .33 $ .33 $ .81
December 31,
--------------------------------------------------------------------
Balance Sheet Data: 1998 1997 1996 1995 1994
------------------- -------- -------- -------- -------- --------
(In thousands)
Total assets $ 50,506 $ 42,810 $ 35,569 $ 32,212 $ 32,562
Long-term debt $ 10,980 $ 12,857 $ 8,976 $ 10,695 $ 10,648
Stockholders' equity $ 24,411 $ 18,873 $ 15,640 $ 13,546 $ 11,461
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.
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
Set forth below is income statement information with respect to the Company for
years 1998, 1997 and 1996:
Years ended December 31,
--------------------------------------------
1998 1997 1996
--------- --------- ---------
(In thousands)
Net sales $ 106,781 $ 81,676 $ 62,845
Cost of sales 86,952 68,605 51,797
--------- --------- ---------
Gross profit 19,829 13,071 11,048
Selling, general and
administrative expenses 10,626 8,146 6,413
--------- --------- ---------
Income from operations 9,203 4,925 4,635
Interest expense 1,017 687 838
Other (income) expense (359) 167 406
--------- --------- ---------
Income before income taxes 8,545 4,071 3,391
Income tax provision 3,315 1,049 1,316
--------- --------- ---------
Net income $ 5,230 $ 3,022 $ 2,075
========= ========= =========
Results of Operations
Net sales increased approximately 31% in 1998 as compared to 1997, and 1997
sales were 30% greater than in 1996. The increase in sales in 1998 and 1997 were
attributable to increased sales to the Company's entire customer base, which is
expected to continue in 1999.
Gross profit increased in 1998 to 18.6% compared to 16.0% in 1997, and 17.6% in
1996. The increase in margins in 1998 was attributable to the addition of
automated sheet metal equipment, the elimination of outsourcing of sheet metal
production and a slight improvement in labor shortage.
While SG&A expenses increased by 30% in 1998 compared to 1997, these expenses
remained relatively the same in 1998, 1997 and 1996 as a percent of sales.
Interest expense was higher in 1998 compared to 1997 and 1996 due to increased
capital expenditures and greater sales and accounts receivable. Borrowings in
all three years were minimized by profits and effective control of inventories.
The $359,000 of other income in 1998, compared to other expenses in 1997 and
1996, is primarily attributable to rental income from the Company's "expansion
facility" (see Item 2).
Income before income taxes in 1996-1998 were relatively the same as a percent of
sales.
The income tax provisions in 1998 and 1997 were affected by permanent tax
deductions and credits.
Financial Condition and Liquidity
Accounts receivable increased by $3,915,000 and inventories increased by
$1,508,000 at December 31, 1998, compared to year end 1997, due to the increase
in sales during 1998.
Property, Plant and Equipment at December 31, 1998, was approximately $2 million
higher than at year end 1997 due to equipment purchases, in excess of
depreciation. All capital expenditures in 1998 were financed out of cash flow,
borrowings under the Company's revolving credit bank loan and equipment
financing.
The size of accounts payable at December 31, 1998 and 1997 primarily reflect the
inventories and sales volumes in each of those years and the timing of payments
to creditors.
Also, accrued liabilities at year-end 1998 and 1997 reflect the amount of
reserves (warranty and commissions) related to sales and the timing of estimated
income tax payments.
The capital needs of the Company are met primarily by its bank revolving credit
facility. Management believes this bank debt (or comparable financing), term
loans and projected profits from operations will provide the necessary liquidity
and capital resources to the Company for at least the next five years. 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, and its
relationship with its existing bank lender.
The Company's revolving credit line (which currently extends to August 31, 2000)
provides for maximum borrowings of $15,150,000. Interest on this line is payable
monthly at the Wall Street Journal prime rate less .5% or LIBOR plus 1.7%, at
the election of the Company. This loan is collateralized by the accounts
receivable, inventory and general intangibles of the Company's two operating
subsidiaries.
Year 2000 Disclosure ("Y2K")
The Company believes that it is now fully compliant in regard to the "Year 2000
Problem", insofar as its internal operations are concerned, except for embedded
technology in two major sheet metal fabricating machines which are scheduled to
be corrected by June 30, 1999. With regard to its suppliers, in September, 1998,
the Company sent 800 questionnaires to determine their state of readiness and
the readiness of the suppliers' suppliers. To date approximately 350 responses
have been received, most indicating that they are in compliance. The Company is
following up with those not in compliance and those who have not responded. On
or before the start of the fourth quarter of 1999, the Company will be doing
business only with suppliers who are in compliance.
The Company does not anticipate incurring material costs in addressing Y2K
issues.
Subject to timely correction of the embedded technology in the sheet metal
fabricating machines mentioned above, the Company does not believe it will
experience any material adverse consequences to its manufacturing operations,
internally or externally, due to Y2K, but management can conceive of problems in
receiving payments from customers if there should be wide-spread defects
affecting the financial/banking industry.
If the Company has any concerns as to specific suppliers, it would commence a
buildup of inventory of such parts starting in the third quarter of 1999 and
establish alternate suppliers for those in question.
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",
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 obligation to update publicly any
forward-looking statements, whether as a result of new information, future
events or otherwise. Important factors that could cause actual results to differ
materially from those in the forward-looking statements include (1) the timing
and extent of changes in material 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.
While the Company is exposed to changes in interest rates regarding $9,970,000
of its total debt of $11,737,000, a hypothetical 10% change in interest rates on
its variable rate borrowings would not have a material effect on the Company's
earnings or cash flow.
Foreign sales accounted for only 2% of the Company's sales in 1998 and the
Company accepts payment for such sales only in U.S. dollars; hence, the Company
is not exposed to any foreign currency exchange rate risk.
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 negotiating with each of its
major suppliers on a term basis from six months to three years.
Item 8. Financial Statements and Supplementary Data.
The financial statements and supplementary data are included at page 16.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
None.
PART III
Item 10. Directors and Executive Officers of Registrant.
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 1999 Annual Meeting of Stockholders.
Item 11. Executive Compensation.
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 1999 Annual Meeting of Stockholders.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
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 1999 Annual Meeting of Stockholders.
Item 13. Certain Relationships and Related Transactions.
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 1999 Annual Meeting of Stockholders.
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.
(a) 1. Financial statements.
See Index to Consolidated Financial Statements on page 15.
2. Exhibits:
(3) (A) Articles of Incorporation (i)
(A-1) Article Amendments (ii)
(B) Bylaws (i)
(B-1) Amendments of Bylaws (iii)
(4) (A) Second Restated Revolving Credit and Term Loan Agreement
("Loan Agreement") and related documents (iv)
(A-1) Latest amendments of Loan Agreement (v)
(B Rights Agreement dated February 19, 1999 (vi)
(10) AAON, Inc. 1992 Stock Option Plan, as amended (vii)
(21) List of Subsidiaries (viii)
(27) Financial Data Schedule
-----------------------
(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, and March
10, 1997.
(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
September 25, 1996.
(v) Incorporated herein by reference to exhibits to the Company's Forms
8-K dated September 26, 1997, and March 5, 1999.
(vi) Incorporated by reference to exhibits to the Company's Form 8-K dated
February 25, 1999, and Form 8-A Registration Statement No. 000-18953.
(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 exhibit to the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1991.
(b) The Company did not file any reports on Form 8-K during the period from
October 1, 1998, to December 31, 1998.
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 22, 1999 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 22, 1999 /s/ Norman H. Asbjornson
-----------------------------------
Norman H. Asbjornson
President and Director
(principal executive officer)
Dated: March 22, 1999 /s/ William A. Bowen
-----------------------------------
William A. Bowen
Vice President-Finance and
Director
(principal financial officer
and principal accounting
officer)
Dated: March 22, 1999 /s/ John B. Johnson, Jr.
-----------------------------------
John B. Johnson, Jr.
Director
Dated: March 22, 1999 /s/ Joseph M. Klein
-----------------------------------
Joseph M. Klein
Director
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Page
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Report of Independent Public Accountants 16
Consolidated Balance Sheets 17
Consolidated Statements of Operations 18
Consolidated Statements of Stockholders' Equity 19
Consolidated Statements of Cash Flows 20
Notes to Consolidated Financial Statements 21
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Stockholders of AAON, Inc.:
We have audited the accompanying consolidated balance sheets of AAON, Inc. (a
Nevada corporation) and subsidiaries as of December 31, 1998 and 1997, and the
related consolidated statements of operations, stockholders' equity and cash
flows for each of the three years in the period ended December 31, 1998. 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 generally accepted auditing
standards. 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 financial statements referred to above present fairly, in
all material respects, the financial position of AAON, Inc. and subsidiaries as
of December 31, 1998 and 1997, and the results of their operations and their
cash flows for each of the three years in the period ended December 31, 1998, in
conformity with generally accepted accounting principles.
ARTHUR ANDERSEN LLP
Tulsa, Oklahoma
February 5, 1999
AAON, INC.
CONSOLIDATED BALANCE SHEETS
---------------------------
(In thousands, except share amounts)
DECEMBER 31,
----------------------
ASSETS 1998 1997
-------- --------
CURRENT ASSETS:
Cash $ 25 $ 26
Accounts receivable, net 17,933 14,018
Inventories, net 12,160 10,652
Prepaid expenses and other 241 445
Deferred income taxes 1,594 1,084
-------- --------
Total current assets 31,953 26,225
-------- --------
PROPERTY, PLANT AND EQUIPMENT, net 18,553 16,585
-------- --------
Total assets $ 50,506 $ 42,810
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 8,478 $ 7,137
Accrued liabilities 5,597 3,727
Current maturities of long-term debt 757 175
-------- --------
Total current liabilities 14,832 11,039
-------- --------
DEFERRED TAX LIABILITY 283 41
-------- --------
LONG-TERM DEBT 10,980 12,857
-------- --------
STOCKHOLDERS' EQUITY, per accompanying statements:
Preferred stock, $.001 par value, 5,000,000
shares authorized, no shares issued - -
Common stock, $.004 par value, 50,000,000
shares authorized, 6,219,449 and 6,176,449
issued at December 31, 1998 and 1997,
respectively 25 25
Additional paid-in capital 8,224 7,916
Retained earnings 16,162 10,932
-------- --------
Total stockholders' equity 24,411 18,873
-------- --------
Total liabilities and stockholders' equity $ 50,506 $ 42,810
======== ========
The accompanying notes are an integral part of these consolidated balance
sheets.
AAON, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
-------------------------------------
(In thousands, except per share amounts)
YEARS ENDED DECEMBER 31,
------------------------
1998 1997 1996
--------- --------- ---------
NET SALES $ 106,781 $ 81,676 $ 62,845
COST OF SALES 86,952 68,605 51,797
--------- --------- ---------
GROSS PROFIT 19,829 13,071 11,048
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 10,626 8,146 6,413
--------- --------- ---------
INCOME FROM OPERATIONS 9,203 4,925 4,635
INTEREST EXPENSE 1,017 687 838
OTHER (INCOME) EXPENSE (359) 167 406
--------- --------- ---------
INCOME BEFORE INCOME TAXES 8,545 4,071 3,391
INCOME TAX PROVISION 3,315 1,049 1,316
--------- --------- ---------
NET INCOME $ 5,230 $ 3,022 $ 2,075
========= ========= =========
EARNINGS PER SHARE:
Basic $ .84 $ .49 $ .34
========= ========= =========
Diluted $ .82 $ .48 $ .33
========= ========= =========
WEIGHTED AVERAGE SHARES OUTSTANDING:
Basic 6,202,035 6,159,177 6,118,697
========= ========= =========
Diluted 6,385,328 6,303,426 6,301,560
========= ========= =========
The accompanying notes are an integral part of these consolidated statements.
AAON, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
-----------------------------------------------
(In thousands)
Common Stock Paid-in Retained
Shares Amount Capital Earnings Total
------ ------ ------- -------- -----
BALANCE, JANUARY 1, 1996 6,113 $ 24 $ 7,687 $ 5,835 $ 13,546
NET INCOME - - - 2,075 2,075
STOCK OPTIONS EXERCISED 15 1 18 - 19
------ ------ -------- --------- ---------
BALANCE, DECEMBER 31, 1996 6,128 25 7,705 7,910 15,640
NET INCOME - - - 3,022 3,022
STOCK OPTIONS EXERCISED 48 - 211 - 211
------ ------ -------- --------- ---------
BALANCE, DECEMBER 31, 1997 6,176 25 7,916 10,932 18,873
NET INCOME - - - 5,230 5,230
STOCK OPTIONS EXERCISED 43 - 308 - 308
------ ------ -------- --------- ---------
BALANCE, DECEMBER 31, 1998 6,219 $ 25 $ 8,224 $ 16,162 $ 24,411
====== ====== ======== ========= =========
The accompanying notes are an integral part of these consolidated statements.
AAON, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
-------------------------------------
(In thousands)
YEARS ENDED DECEMBER 31,
------------------------
1998 1997 1996
---------- --------- ---------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 5,230 $ 3,022 $ 2,075
---------- --------- ---------
Adjustments to reconcile net income to net cash provided by operating
activities-
Depreciation and amortization 2,848 2,517 2,497
Provision for losses on accounts receivable 324 175 450
Provision for excess and obsolete inventories 200 20 -
Gain on disposition of assets (48) (13) -
Deferred income taxes (269) 1,370 (860)
Change in assets and liabilities-
Accounts receivable (4,239) (654) (4,143)
Inventories (1,708) (1,532) (59)
Prepaid expenses and other 204 (239) 286
Accounts payable 1,341 1,040 1,673
Accrued liabilities 1,926 (934) 2,160
---------- --------- ---------
Net cash provided by operating activities 5,809 4,772 4,079
---------- --------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of property, plant and equipment 70 81 -
Capital expenditures (4,837) (9,037) (2,053)
---------- --------- ---------
Net cash used in investing activities (4,767) (8,956) (2,053)
---------- --------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings under revolving credit agreement 50,239 39,910 32,651
Payments under revolving credit agreement (54,835) (37,115) (31,899)
Proceeds from long-term debt 3,756 1,260 -
Payments on long-term debt (455) (90) (3,322)
Stock options exercised 252 107 19
---------- --------- ---------
Net cash provided by (used in) financing activities (1,043) 4,072 (2,551)
---------- --------- ---------
NET DECREASE IN CASH (1) (112) (525)
---------- --------- ---------
CASH, beginning of year 26 138 663
---------- --------- ---------
CASH, end of year $ 25 $ 26 $ 138
========== ========= =========
The accompanying notes are an integral part of these consolidated statements.
AAON, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
DECEMBER 31, 1998 AND 1997
--------------------------
(Dollar amounts in thousands, except share and per share information)
1. BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
AAON, Inc. (the Company, a Nevada corporation) is engaged in the manufacture and
sale of commercial rooftop air conditioners, heating equipment and air
conditioning coils through its wholly-owned subsidiaries AAON, Inc. (AAON, an
Oklahoma corporation) and AAON Coil Products, Inc. (ACP, a Texas corporation).
The consolidated financial statements include the accounts of the Company and
its subsidiaries, AAON and ACP. All significant intercompany accounts and
transactions have been eliminated.
Revenue Recognition
Revenues are recognized at the time of shipment.
Business and Credit Concentrations
The Company's customers are concentrated primarily in the domestic commercial
and industrial new construction and replacement markets. No single customer
accounted for a significant amount of the Company's accounts receivable at
December 31, 1998. The Company reviews a customer's credit history before
extending credit. The Company establishes an allowance for doubtful accounts
based upon factors surrounding the credit risk of specific customers, historical
trends and other information.
Sales to customers with greater than 10% of total sales consist of the
following:
Years Ended December 31,
------------------------------
1998 1997 1996
---- ---- ----
Target Stores, Inc. * 11% 14%
Wal-Mart Stores, Inc. 21% 11% *
* - Less than 10%
Inventories
Inventories are valued at the lower of cost or market. Cost is determined by the
first-in, first-out (FIFO) method.
Property, Plant and Equipment
Property, plant and equipment are stated at cost. Maintenance, repairs and
betterments, including replacement of minor items, are charged to expense; major
additions to physical properties are capitalized. Property, plant and equipment
are depreciated using the straight-line method over the following estimated
useful lives:
Years
-----
Buildings 10-20
Machinery and equipment 3-7
Furniture and fixtures 3-5
Warranties
A provision is made for the estimated cost of warranty obligations at the time
the related products are sold. Warranty expense was $3,617, $2,356 and $1,547
for the years ended December 31, 1998, 1997 and 1996, respectively.
Earnings Per Share
The Company applies Statement of Financial Accounting Standards (SFAS) No. 128,
"Earnings Per Share." 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. At December 31, 1998, 27,500 options were considered to
be anti-dilutive. For the year ended December 31, 1997 and 1996, all outstanding
options were considered diluted. A reconciliation of net income and weighted
average shares used in computing basic and diluted earnings per share is as
follows:
For the Year Ended
December 31, 1998
--------------------------------------
Per-Share
Income Shares Amount
------ ------ ---------
Basic EPS
Net income $ 5,230 6,202 $ .84
Options issued to employees - 183 -
Diluted EPS
Net income $ 5,230 6,385 $ .82
For the Year Ended
December 31, 1997
--------------------------------------
Per-Share
Income Shares Amount
------ ------ ---------
Basic EPS
Net income $ 3,022 6,159 $ .49
Options issued to employees - 144 -
Diluted EPS
Net income $ 3,022 6,303 $ .48
For the Year Ended
December 31, 1996
--------------------------------------
Per-Share
Income Shares Amount
------ ------ ---------
Basic EPS
Net income $ 2,075 6,119 $ .34
Options issued to employees - 183 -
Diluted EPS
Net income $ 2,075 6,302 $ .33
Reclassifications
Certain reclassifications have been made to the prior years' financial
statements to conform with the 1998 presentation. Such reclassifications did not
impact net income.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
New Accounting Pronouncements
In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities." SFAS No. 133
establishes accounting and reporting standards requiring that every derivative
instrument (including certain derivative instruments embedded in other
contracts) be recorded in the balance sheet as either an asset or liability
measured at its fair value. Companies must formally document, designate, and
assess the effectiveness of transactions that receive hedge accounting. SFAS No.
133 is effective for fiscal years beginning after June 15, 1999. SFAS No. 133
cannot be applied retroactively and must be applied to (a) derivative
instruments and (b) certain derivative instruments embedded in hybrid contracts
that were issued, acquired, or substantively modified after December 31, 1997.
The Company has not yet quantified the impact of adopting SFAS No. 133 on its
financial statements and has not determined the timing of or method of the
adoption of SFAS No. 133. However, as of December 31, 1998, the Company had no
outstanding derivative instruments.
Details to Consolidated Balance Sheets
December 31,
------------------------
1998 1997
-------- --------
ACCOUNTS RECEIVABLE:
Accounts receivable $ 18,343 $ 14,378
Less- allowance for doubtful accounts 410 360
-------- --------
Total, net $ 17,933 $ 14,018
======== ========
December 31,
------------------------
1998 1997
-------- --------
INVENTORIES:
Raw materials $ 8,253 $ 7,223
Work in process 1,628 2,136
Finished goods 2,629 1,443
-------- --------
12,510 10,802
Less- allowance for excess and obsolete inventories 350 150
-------- --------
Total, net $ 12,160 $ 10,652
======== ========
PROPERTY, PLANT AND EQUIPMENT:
Land $ 874 $ 874
Buildings 12,089 11,865
Machinery and equipment 16,264 11,906
Furniture and fixtures 2,004 1,909
-------- --------
31,231 26,554
Less- accumulated depreciation 12,678 9,969
-------- --------
Total, net $ 18,553 $ 16,585
======== ========
ACCRUED LIABILITIES:
Warranty $ 2,010 $ 1,490
Commissions 1,877 1,220
Income taxes 419 -
Other 1,291 1,017
-------- --------
Total $ 5,597 $ 3,727
======== ========
Year Ended December 31,
--------------------------------------
1998 1997 1996
------- ------- -------
ALLOWANCE FOR DOUBTFUL ACCOUNTS:
Balance, beginning of period $ 360 $ 533 $ 204
Provision for losses on accounts receivable 324 175 450
Accounts receivable written off, net of recoveries (274) (348) (121)
------- ------- -------
Balance, end of period $ 410 $ 360 $ 533
======= ======= =======
ALLOWANCE FOR EXCESS AND OBSOLETE INVENTORY:
Balance, beginning of period $ 150 $ 130 $ 150
Provision for excess and obsolete inventories 200 20 -
Inventories written off - - (20)
------- ------- -------
Balance, end of period $ 350 $ 150 $ 130
======= ======= =======
2. SUPPLEMENTAL CASH FLOW INFORMATION:
Interest payments of $1,017, $682 and $813 were made during the years ended
December 31, 1998, 1997 and 1996, respectively. Payments for income taxes of
$2,914, $912 and $652 were made during the years ended December 31, 1998, 1997
and 1996, respectively.
3. DEBT:
Long-term debt at December 31, consists of the following:
1998 1997
---- ----
$15,150 bank line of credit, with interest
payable monthly at LIBOR plus 1.70%
(6.64% at December 31, 1998), due
August 31, 2000, collateralized by accounts
receivable and inventory. $ 6,890 $ 11,485
Bank note, payable in monthly installments
of $3, through March 2000, plus interest
at the bank's prime rate plus 1/4% (8% at
December 31, 1998), collateralized by real estate. 250 287
Notes payable, due in 84 equal monthly
installments beginning in April 1998,
with interest ranging from 5.6% to 7.52%
at December 31, 1998, collateralized
by machinery and equipment. 4,597 1,260
--------- ---------
11,737 13,032
Less- current maturities 757 175
--------- ---------
$ 10,980 $ 12,857
========= =========
Maturities of long-term debt for each of the years ended December 31, are as
follows:
1999 $ 757
2000 7,816
2001 717
2002 717
2003 717
Thereafter 1,013
---------
$ 11,737
=========
The revolving credit agreement requires, among other things, that the Company
maintain a minimum tangible net worth, working capital and debt to tangible net
worth ratio and it limits capital expenditures. At December 31, 1998, the
Company was in compliance with the covenants of the revolving credit agreement.
Based on the borrowing rates currently available to the Company for bank loans
with similar terms and average maturities, the fair value of the long-term debt
approximates the carrying value.
4. INCOME TAXES:
The Company accounts for income taxes as required by SFAS No. 109, "Accounting
for Income Taxes." Under this method, deferred tax liabilities and assets are
determined based on the difference between the financial statement and income
tax basis of assets and liabilities using currently enacted tax rates.
The income tax provision consists of the following:
Years Ended December 31,
----------------------------------------
1998 1997 1996
-------- ------- --------
Current $ 3,584 $ 622 $ 2,176
Deferred (269) 427 (860)
-------- ------- --------
$ 3,315 $ 1,049 $ 1,316
======== ======= ========
The reconciliation of the federal statutory income tax rate to the effective
income tax rate is as follows:
Years Ended December 31,
---------------------------------
1998 1997 1996
---- ---- ----
Federal statutory rate 34% 34% 34%
State income taxes 5 - 5
Employment credits (1) (4) -
Other 1 (4) -
-- -- --
39% 26% 39%
== == ==
The tax effect of temporary differences giving rise to the Company's deferred
income taxes at December 31 are as follows:
1998 1997
---- ----
Deferred tax assets -
Valuation reserves $ 552 $ 197
Warranty accrual 764 575
Other accruals 222 291
Other, net 56 21
-------- -------
$ 1,594 $ 1,084
======== =======
Deferred tax liabilities -
Depreciation and amortization $ 283 $ 41
======== =======
5. BENEFIT PLANS:
The Company maintains a stock option plan for key employees and directors and
restricts 1,000,000 shares of common stock for issuance under the plan. Under
the terms of this plan, the exercise price of shares granted will not be less
than 85% of their fair market value at the date of the grant. The exercise price
of all options granted was equal to the market price at the date of grant.
Options granted vest at a rate of 20% per year, commencing one year after date
of grant, and are exercisable for ten years. At December 31, 1998, 133,125
shares were available for granting future options. The number and exercise price
of options granted were as follows:
Number Price
of Shares Per Share
--------- ---------
OUTSTANDING AT JANUARY 1, 1996 276,650 $1.14-13.01
Granted 207,125 $ 4.50-5.88
Exercised (15,125) $1.19
Cancelled (42,900) $13.01
------- -----------
Number Price
of Shares Per Share
--------- ---------
OUTSTANDING AT DECEMBER 31, 1996 425,750 $1.14-5.88
Granted 167,500 $5.25-7.19
Exercised (47,875) $1.14-5.13
Cancelled (20,000) $5.13
------- -----------
OUTSTANDING AT DECEMBER 31, 1997 525,375 $1.14-7.19
Granted 291,500 $7.63-11.25
Exercised (43,000) $1.19-7.19
Cancelled (35,000) $7.63
------- -----------
OUTSTANDING AT DECEMBER 31, 1998 738,875 $1.14-11.25
======= ===========
EXERCISABLE AT DECEMBER 31, 1998 271,400 $ 1.14-7.19
======= ===========
The following is a summary of stock options outstanding as of December 31, 1998:
Options Outstanding Options Exercisable
-------------------------------------------------------- -----------------------------------
Number Weighted Weighted Number Weighted
Range of Outstanding at Average Average Remaining Exercisable at Average
Exercise Prices December 31, 1998 Exercise Price Contractual Life December 31, 1998 Exercise Price
--------------- ----------------- -------------- ----------------- ----------------- --------------
$1.14-1.19 178,750 $ 1.16 3.4 178,750 $ 1.16
$4.50-7.63 477,625 $ 6.62 8.9 92,650 $ 5.80
$9.00-11.25 82,500 $ 9.77 9.5 - $ -
The Company applies the disclosure-only provisions of SFAS 123, "Accounting for
Stock-Based Compensation." Accordingly, no compensation cost has been recognized
for the stock option plans. Had compensation cost for the Company's stock option
plans been determined consistent with the provisions of SFAS 123, the Company's
net income and earnings per share would have been reduced to the pro forma
amounts indicated below:
1998 1997 1996
---- ---- ----
Net income:
As reported $ 5,230 $ 3,022 $ 2,075
Pro forma $ 4,949 $ 2,872 $ 2,004
Basic earnings per share:
As reported $ .84 $ .49 $ .34
Pro forma $ .80 $ .47 $ .33
Diluted earnings per share:
As reported $ .82 $ .48 $ .33
Pro forma $ .78 $ .46 $ .32
Because the SFAS 123 method of accounting has not been applied to options
granted prior to January 1, 1995, the resulting pro forma compensation cost may
not be representative of that to be expected in future years.
The fair value of each option grant is estimated on the date of grant using the
Black-Scholes option pricing model with the following weighted average
assumptions: dividend yield of 0%; expected volatility of 42.46% to 50.79%;
risk-free interest rate of 4.38% to 6.98%; and expected lives of four to eight
years.
The Company sponsors a defined contribution benefit plan. Employees can make
contributions at a minimum of 1% and a maximum of 15% of compensation. The
Company may, on a discretionary basis, contribute a Company matching
contribution not to exceed 6% of compensation. The Company made matching
contributions of $595, $159 and $97 in 1998, 1997 and 1996, respectively.
The Company maintains a profit sharing bonus plan under which 10% of pre-tax
profit is paid to eligible employees on a quarterly basis. Profit sharing
expense was $902, $509 and $303 for the years ended December 31, 1998, 1997 and
1996, respectively.
6. SUBSEQUENT EVENT:
Subsequent to December 31, 1998, the Board of Directors adopted a Stockholder
Rights Plan. The plan creates a dividend of one right for each outstanding share
of the Company's common stock. The rights are traded with the Company's common
stock. Generally, the rights become exercisable after a public announcement that
a person has acquired, or a tender offer is made for, 20% or more of the common
stock of the Company. If either of these events occur, each right will entitle
the holder (other than a holder owning more than 20% of the outstanding stock)
to buy the number of shares of the Company's common stock having a market value
two times the exercise price. The exercise price is $60.
The rights may be redeemed by the Company for $0.001 per right until a person or
group has acquired 20% of the Company's common stock. The distribution of the
rights will be made to stockholders of record as of March 1, 1999.