AAON 8-K
Aaon, Inc. (AAON)
8-K
2022-08-08
For: 2022-08-08
View Original
Added on
April 10, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 08, 2022
(Exact name of Registrant as Specified in Charter)
| (State or Other Jurisdiction | (Commission File Number: ) | (IRS Employer Identification No.) | ||||||||||||
| of Incorporation) | ||||||||||||||
| (Address of Principal Executive Offices) | (Zip Code) | |||||||||||||
(Registrant's telephone number, including area code): (918 ) 583-2266
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Item 2.02 Results of Operations and Financial Conditions.
On August 8, 2022, AAON, Inc. (the "Company") announced its financial and operating results and backlog for the second quarter ended June 30, 2022. A copy of the Company's press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The Company plans to host a teleconference at 5:15 P.M (Eastern Time) on August 8, 2022 to discuss these results. The accessible dial-in is 1-833-630-1956 for domestic callers or 1-412-317-1837 for international callers. To access the listen-only webcast, please register at https://edge.media-server.com/mmc/p/vppmz7k5. On the next business day following the call, a replay of the call will be available on the Company’s website at https://AAON.com/Investors.
In accordance with General Instruction B.2 of Form 8-K, the information in this Item shall not be deemed "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing.
Item 7.01 Regulation FD Disclosure.
On August 8, 2022, the Company issued the press release described above in Item 2.02 of this Current Report on Form 8-K. A copy of the press release is attached hereto as Exhibit 99.1.
All statements in the teleconference, other than historical financial information, may be deemed to be forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the forward-looking statements. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
In accordance with General Instruction B.2 of Form 8-K, the information in this Item shall not be deemed "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Description | |||||||||||||
Press release dated August 8, 2022 announcing financial and operating results and backlog. | ||||||||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||||||||
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: | August 8, 2022 | By: | /s/ Luke A. Bomer | ||||||||
| Luke A. Bomer, Secretary | |||||||||||
Exhibit 99.1
AAON REPORTS EARNINGS, RECORD SALES & BACKLOG
FOR THE SECOND QUARTER OF 2022
TULSA, OK, August 8, 2022 - AAON, INC. (NASDAQ-AAON), a provider of premier, configurable HVAC solutions that bring long-term value to customers and owners, today announced its results for the second quarter of 2022.
Net sales for the second quarter of 2022 increased 45.1% to $208.8 million from $143.9 million in the second quarter of 2021. The additional sales from BasX of $24.6 million is the largest contributing factor to our year over year growth. Revenue synergies from this acquisition have materialized faster than expected. Subsequent to quarter end, we have already received an order for $16.2 million of BasX equipment that we plan to build in our Longview, TX facility in order to free up capacity at our Redmond, OR facility for the overwhelming demand BasX is experiencing. The legacy business also had strong organic volume growth of 10.3% during the quarter.
Gross profit margin for the quarter decreased due to increased material, component, labor and freight costs. Similar to the first quarter of 2022, the second quarter was impacted by lower priced orders in our backlog. However, gross profit margin improved materially throughout the second quarter, a trend we expect will continue through the second half of the year as higher priced orders in our backlog hit the production floor.
Earnings per diluted share for the second quarter of 2022 declined 21.1% to $0.30 from $0.38 in the second quarter of 2021. The decline in earnings was primarily due to the contraction in gross profit. As a percent of sales, SG&A expenses, excluding BasX, were down 20 basis points from a year ago.
| Financial Highlights: | Three Months Ended June 30, | % | Six Months Ended June 30, | % | |||||||||||||||||||||||||||||||||||||
| 2022 | 2021 | Change | 2022 | 2021 | Change | ||||||||||||||||||||||||||||||||||||
| (in thousands, except share and per share data) | (in thousands, except share and per share data) | ||||||||||||||||||||||||||||||||||||||||
| GAAP Measures | |||||||||||||||||||||||||||||||||||||||||
| Net sales | $ | 208,814 | $ | 143,876 | 45.1 | % | $ | 391,585 | $ | 259,664 | 50.8 | % | |||||||||||||||||||||||||||||
| Gross profit | 47,376 | 42,107 | 12.5 | % | $ | 93,440 | $ | 75,264 | 24.1 | % | |||||||||||||||||||||||||||||||
| Gross profit margin | 22.7 | % | 29.3 | % | 23.9 | % | 29.0 | % | |||||||||||||||||||||||||||||||||
| Operating income | $ | 20,453 | $ | 25,212 | (18.9) | % | $ | 43,463 | $ | 43,673 | (0.5) | % | |||||||||||||||||||||||||||||
| Operating margin | 9.8 | % | 17.5 | % | 11.1 | % | 16.8 | % | |||||||||||||||||||||||||||||||||
| Net income | 15,946 | 20,615 | (22.6) | % | $ | 34,005 | $ | 36,991 | (8.1) | % | |||||||||||||||||||||||||||||||
| Earnings per diluted share | $ | 0.30 | $ | 0.38 | (21.1) | % | $ | 0.63 | $ | 0.69 | (8.7) | % | |||||||||||||||||||||||||||||
| Diluted average shares | 53,661,876 | 53,603,932 | 0.1 | % | 53,944,616 | 53,736,134 | 0.4 | % | |||||||||||||||||||||||||||||||||
| Non-GAAP Measures | |||||||||||||||||||||||||||||||||||||||||
EBITDA1 | $ | 29,897 | $ | 32,777 | (8.8) | % | $ | 60,004 | $ | 58,653 | 2.3 | % | |||||||||||||||||||||||||||||
EBITDA margin1 | 14.3 | % | 22.8 | % | 15.3 | % | 22.6 | % | |||||||||||||||||||||||||||||||||
1These are non-GAAP measures. See "Use of Non-GAAP Financial Measures" below for reconciliation to GAAP measures. | |||||||||||||||||||||||||||||||||||||||||
1
Backlog
| June 30, 2022 | March 31, 2022 | December 31, 2021 | June 30, 2021 | |||||||||||||||||
| (in thousands) | ||||||||||||||||||||
| $ | 464,025 | $ | 461,400 | $ | 260,164 | $ | 138,131 | |||||||||||||
The Company finished the second quarter of 2022 with a record backlog of $464.0 million, up 235.9% from $138.1 million a year ago, and up 78.4% from $260.2 million at the end of the fourth quarter of 2021. Excluding BasX's backlog, organic backlog was up 163.6% from the prior year quarter.
Gary Fields, President and CEO, stated, “Despite lower second quarter margin and earnings, we are very optimistic on the outlook for the second half of the year. Moreover, the outlook for the next several years has continued to improve since earlier in the year. I am very pleased to report our backlog remains robust. Our total backlog is up 235.9% and organically up 163.6% from prior year, which positions us well as we enter the second half of the year. Most important though, the margin profile of the backlog is improving substantially. The majority of the Company's backlog at the end of June 2022 will ship within the next twelve months. At June 30, 2022, our backlog of $464.0 million mostly relates to our legacy business, which includes both the 8% price increase from January 2022 and 7% price increase from March 2022. Beginning in June, we implemented a 1% per month price increase, which we expect to begin realizing in the fourth quarter of this year. Given this, the pricing of orders within the backlog relative to our cost of inventory and trending prices of raw materials has significantly improved from just three to six months ago. As such, we are positioned to hit our target margins in the second half of the year.”
Mr. Fields continued, “We continue to successfully add incremental headcount, which is helping drive record production rates. Total headcount for the legacy business at the end of the second quarter was up approximately 20% from a year ago. Supply chain constraints remain a week-to-week issue, resulting in inefficiencies and larger than normal inventory. However, the combination of our unique configurable manufacturing operations and flexible engineering team allows us to cope better than most of our competitors. This, along with the incremental headcount additions, is helping us maintain competitive lead times, which is allowing us to continue to take market share.”
Mr. Fields continued, “The BasX acquisition, which we closed on in December, has progressed very well. While supply chain issues and inflation have caused similar issues that our legacy business is realizing, I am pleased with how BasX has been so flexible to adapt to challenges. I cannot say enough about how the revenue synergies related to the acquisition are being realized and am pleased with the integration progress. At the end of the second quarter, the backlog at BasX was nearly triple from what it was at the end of 2021. Along with the orders for a new data center project received subsequent to the end of the second quarter, the pipeline of construction projects for BasX's data center and clean room end-markets is robust. Overall, we are excited about the growth opportunities that BasX is bringing to AAON."
Mr. Fields concluded, “While the market dynamics over the past year proved to be a challenge, they forced us to make certain changes to our organization, helping us emerge as a much stronger company. Near-term, our robust backlog with an improving margin profile and increased production headcount positions us for improved financial results in the second half of the year. Long-term, we remain very optimistic with the Company’s outlook. The innovations of our premier product offering combined with our advanced manufacturing process and strong independent sales channel positions us to fully take advantage of the secular market trends related to decarbonization and indoor air quality. Leveraging BasX as well as many other initiatives and changes we are making to the AAON organization adds to the opportunities. Overall, we continue to believe the fundamentals of the Company have never been better.”
As of June 30, 2022, the Company had cash and cash equivalents of $17.6 million and total debt of $106.2 million. Rebecca Thompson, CFO, commented, “Within the quarter, we had net borrowings of $41.2 million from our line of credit to finance the purchase of the BasX building and meet our working capital needs. We are investing in working capital to facilitate the robust growth we are experiencing, while overcoming supply chain issues.”
Ms. Thompson continued, “Our balance sheet remains strong. At the end of the second quarter, our leverage ratio increased to 1.06, from 0.63 at the end of the first quarter. We continue to anticipate cash flow will improve significantly in the second half of the year, allowing us to start reducing net debt by year-end. Overall, we are very comfortable with our financial position and liquidity, and we will continue to invest in our long-term growth plans.”
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Conference Call
The Company will host a conference call and webcast today at 5:15 P.M. ET to discuss the second quarter 2022 results and outlook. The conference call will be accessible via a dial-in for those who wish to participate in Q&A as well as a listen-only webcast. The accessible dial-in is 1-833-630-1956 for domestic callers or 1-412-317-1837 for international callers. To access the listen-only webcast, please register at https://edge.media-server.com/mmc/p/vppmz7k5.
About AAON
Founded in 1988, AAON is a world leader in HVAC solutions for commercial and industrial indoor environments. The Company's industry-leading approach to designing and manufacturing highly configurable equipment to meet exact needs creates a premier ownership experience with greater efficiency, performance and long-term value. AAON is headquartered in Tulsa, Oklahoma, where its world-class innovation center and testing lab allows AAON engineers to continuously push boundaries and advance the industry. AAON's culture of 360° innovation empowers its team to deliver solutions that lead to a cleaner and more sustainable future. For more information, please visit www.AAON.com.
Forward-Looking Statements
Certain statements in this news release may be “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.
Contact Information
Joseph Mondillo
Director of Investor Relations
Phone: (617) 877-6346
Email: [email protected]
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| AAON, Inc. and Subsidiaries | |||||||||||||||||||||||
| Consolidated Statements of Income | |||||||||||||||||||||||
| (Unaudited) | |||||||||||||||||||||||
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||
| (in thousands, except share and per share data) | |||||||||||||||||||||||
| Net sales | $ | 208,814 | $ | 143,876 | $ | 391,585 | $ | 259,664 | |||||||||||||||
| Cost of sales | 161,438 | 101,769 | 298,145 | 184,400 | |||||||||||||||||||
| Gross profit | 47,376 | 42,107 | 93,440 | 75,264 | |||||||||||||||||||
| Selling, general and administrative expenses | 26,933 | 16,895 | 49,989 | 31,591 | |||||||||||||||||||
| Gain on disposal of assets | (10) | — | (12) | — | |||||||||||||||||||
| Income from operations | 20,453 | 25,212 | 43,463 | 43,673 | |||||||||||||||||||
| Interest expense, net | (550) | (4) | (740) | (1) | |||||||||||||||||||
| Other income, net | 220 | 39 | 241 | 56 | |||||||||||||||||||
| Income before taxes | 20,123 | 25,247 | 42,964 | 43,728 | |||||||||||||||||||
| Income tax provision | 4,177 | 4,632 | 8,959 | 6,737 | |||||||||||||||||||
| Net income | $ | 15,946 | $ | 20,615 | $ | 34,005 | $ | 36,991 | |||||||||||||||
| Earnings per share: | |||||||||||||||||||||||
| Basic | $ | 0.30 | $ | 0.39 | $ | 0.64 | $ | 0.71 | |||||||||||||||
| Diluted | $ | 0.30 | $ | 0.38 | $ | 0.63 | $ | 0.69 | |||||||||||||||
| Cash dividends declared per common share: | $ | 0.19 | $ | 0.19 | $ | 0.19 | $ | 0.19 | |||||||||||||||
| Weighted average shares outstanding: | |||||||||||||||||||||||
| Basic | 53,095,286 | 52,432,822 | 52,992,439 | 52,389,989 | |||||||||||||||||||
| Diluted | 53,661,876 | 53,603,932 | 53,944,616 | 53,736,134 | |||||||||||||||||||
4
| AAON, Inc. and Subsidiaries | |||||||||||
| Consolidated Balance Sheets | |||||||||||
| (Unaudited) | |||||||||||
| June 30, 2022 | December 31, 2021 | ||||||||||
| Assets | (in thousands, except share and per share data) | ||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | 17,647 | $ | 2,859 | |||||||
| Restricted cash | 563 | 628 | |||||||||
Accounts receivable, net of allowance for credit losses of $563 and $549, respectively | 124,335 | 70,780 | |||||||||
| Income tax receivable | 7,618 | 5,723 | |||||||||
| Inventories, net | 164,001 | 130,270 | |||||||||
| Contract assets | 8,569 | 5,749 | |||||||||
| Prepaid expenses and other | 4,679 | 2,071 | |||||||||
| Total current assets | 327,412 | 218,080 | |||||||||
| Property, plant and equipment: | |||||||||||
| Land | 7,916 | 5,016 | |||||||||
| Buildings | 162,962 | 135,861 | |||||||||
| Machinery and equipment | 332,178 | 318,259 | |||||||||
| Furniture and fixtures | 24,571 | 23,072 | |||||||||
| Total property, plant and equipment | 527,627 | 482,208 | |||||||||
| Less: Accumulated depreciation | 235,163 | 224,146 | |||||||||
| Property, plant and equipment, net | 292,464 | 258,062 | |||||||||
| Intangible assets, net | 66,409 | 70,121 | |||||||||
| Goodwill | 81,892 | 85,727 | |||||||||
| Right of use assets | 5,886 | 16,974 | |||||||||
| Other long-term assets | 2,649 | 1,216 | |||||||||
| Total assets | $ | 776,712 | $ | 650,180 | |||||||
| Liabilities and Stockholders' Equity | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable | $ | 36,189 | $ | 29,020 | |||||||
| Dividends payable | 10,096 | — | |||||||||
| Accrued liabilities | 60,125 | 50,206 | |||||||||
| Contract liabilities | 29,759 | 7,542 | |||||||||
| Total current liabilities | 136,169 | 86,768 | |||||||||
| Revolving credit facility, long-term | 106,249 | 40,000 | |||||||||
| Deferred tax liabilities | 31,866 | 31,993 | |||||||||
| Other long-term liabilities | 5,495 | 18,843 | |||||||||
| New market tax credit obligation | 6,427 | 6,406 | |||||||||
| 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, 53,127,055 and 52,527,985 issued and outstanding at June 30, 2022 and December 31, 2021, respectively | 213 | 210 | |||||||||
| Additional paid-in capital | 82,078 | 81,654 | |||||||||
| Retained earnings | 408,215 | 384,306 | |||||||||
| Total stockholders' equity | 490,506 | 466,170 | |||||||||
| Total liabilities and stockholders' equity | $ | 776,712 | $ | 650,180 | |||||||
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| AAON, Inc. and Subsidiaries | |||||||||||
| Consolidated Statements of Cash Flows | |||||||||||
| (Unaudited) | |||||||||||
| Six Months Ended June 30, | |||||||||||
| 2022 | 2021 | ||||||||||
| Operating Activities | (in thousands) | ||||||||||
| Net income | $ | 34,005 | $ | 36,991 | |||||||
| Adjustments to reconcile net income to net cash (used in) provided by operating activities: | |||||||||||
| Depreciation and amortization | 16,300 | 14,924 | |||||||||
| Amortization of debt issuance cost | 21 | 20 | |||||||||
| Amortization of right of use assets | 143 | — | |||||||||
| Provision for credit losses on accounts receivable, net of adjustments | 181 | 12 | |||||||||
| Provision for excess and obsolete inventories | 148 | 292 | |||||||||
| Share-based compensation | 6,908 | 5,793 | |||||||||
| Gain on disposition of assets | (12) | — | |||||||||
| Foreign currency transaction (gain) loss | 9 | (11) | |||||||||
| Interest income on note receivable | (11) | (19) | |||||||||
| Deferred income taxes | (127) | 2,747 | |||||||||
| Changes in assets and liabilities: | |||||||||||
| Accounts receivable | (53,736) | (5,936) | |||||||||
| Income tax receivable | (1,895) | 1,248 | |||||||||
| Inventories | (33,879) | (5,472) | |||||||||
| Contract assets | (2,820) | — | |||||||||
| Prepaid expenses and other long-term assets | (3,066) | 799 | |||||||||
| Accounts payable | 6,490 | 10,650 | |||||||||
| Contract liabilities | 22,217 | — | |||||||||
| Deferred revenue | 421 | 574 | |||||||||
| Accrued liabilities and other long-term liabilities | 7,123 | 300 | |||||||||
| Net cash (used in) provided by operating activities | (1,580) | 62,912 | |||||||||
| Investing Activities | |||||||||||
| Capital expenditures | (27,227) | (33,157) | |||||||||
| Cash paid for building | (22,000) | — | |||||||||
| Cash paid in business combination, net of cash acquired | (249) | — | |||||||||
| Proceeds from sale of property, plant and equipment | 12 | 2 | |||||||||
| Principal payments from note receivable | 27 | 29 | |||||||||
| Net cash used in investing activities | (49,437) | (33,126) | |||||||||
| Financing Activities | |||||||||||
| Borrowings under revolving credit facility | 94,900 | — | |||||||||
| Payments under revolving credit facility | (28,651) | — | |||||||||
| Principal payments on financing lease | (28) | — | |||||||||
| Stock options exercised | 6,385 | 11,848 | |||||||||
| Repurchase of stock | (5,912) | (10,271) | |||||||||
| Employee taxes paid by withholding shares | (954) | (1,532) | |||||||||
| Net cash provided by financing activities | 65,740 | 45 | |||||||||
| Net increase in cash, cash equivalents and restricted cash | 14,723 | 29,831 | |||||||||
| Cash, cash equivalents and restricted cash, beginning of period | 3,487 | 82,288 | |||||||||
| Cash, cash equivalents and restricted cash, end of period | $ | 18,210 | $ | 112,119 | |||||||
6
Use of Non-GAAP Financial Measures
To supplement the Company’s consolidated financial statements presented in accordance with generally accepted accounting principles (“GAAP”), additional non-GAAP financial measures are provided and reconciled in the following tables. The Company believes that these non-GAAP financial measures, when considered together with the GAAP financial measures, provide information that is useful to investors in understanding period-over-period operating results. The Company believes that this non-GAAP financial measure enhances the ability of investors to analyze the Company’s business trends and operating performance as they are used by management to better understand operating performance. Since EBITDA and EBITDA margin are non-GAAP measures and are susceptible to varying calculations, EBITDA and EBITDA margin, as presented, may not be directly comparable with other similarly titled measures used by other companies.
EBITDA
EBITDA (as defined below) is presented herein and reconciled from the GAAP measure of net income because of its wide acceptance by the investment community as a financial indicator of a company's ability to internally fund operations. The Company defines EBITDA as net income, plus (1) depreciation and amortization, (2) interest expense (income), net and (3) income tax expense. EBITDA is not a measure of net income or cash flows as determined by GAAP. EBITDA margin is defined as EBITDA as a percentage of net sales.
The Company’s EBITDA measure provides additional information which may be used to better understand the Company’s operations. EBITDA is one of several metrics that the Company uses as a supplemental financial measurement in the evaluation of its business and should not be considered as an alternative to, or more meaningful than, net income, as an indicator of operating performance. Certain items excluded from EBITDA are significant components in understanding and assessing a company's financial performance. EBITDA, as used by the Company, may not be comparable to similarly titled measures reported by other companies. The Company believes that EBITDA is a widely followed measure of operating performance and is one of many metrics used by the Company’s management team and by other users of the Company’s consolidated financial statements.
The following table provides a reconciliation of net income (GAAP) to EBITDA (non-GAAP) and for the periods indicated:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||
| Net income, a GAAP measure | $ | 15,946 | $ | 20,615 | $ | 34,005 | $ | 36,991 | |||||||||||||||
| Depreciation and amortization | 9,224 | 7,526 | 16,300 | 14,924 | |||||||||||||||||||
| Interest expense, net | 550 | 4 | 740 | 1 | |||||||||||||||||||
| Income tax expense | 4,177 | 4,632 | 8,959 | 6,737 | |||||||||||||||||||
| EBITDA, a non-GAAP measure | $ | 29,897 | $ | 32,777 | $ | 60,004 | $ | 58,653 | |||||||||||||||
| EBITDA margin | 14.3 | % | 22.8 | % | 15.3 | % | 22.6 | % | |||||||||||||||
7