AAON 8-K
Aaon, Inc. (AAON)
8-K
2022-02-28
For: 2022-02-28
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): February 28, 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 February 28, 2022, AAON, Inc. (the "Company") announced its financial and operating results and backlog for the fourth quarter ended December 31, 2021. 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 February 28, 2022 to discuss these results. 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. To access either mode, register at https://connect.beacon360.com/ses/JmYFFym2dtuULrRqTsWTlg~~. After registering, participants will receive an email with instructions on how to access the dial-in and webcast. 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 February 28, 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 “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”, “should”, “will”, 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. Participants and 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 obligations 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.
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 February 28, 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: | February 28, 2022 | By: | /s/ Luke A. Bomer | ||||||||
| Luke A. Bomer, Secretary | |||||||||||
`Exhibit 99.1
AAON REPORTS SALES AND EARNINGS AND BACKLOG FOR 2021
TULSA, OK, February 28, 2022 - AAON, INC. (NASDAQ-AAON), a leader in innovation and production of premium quality, highly energy efficient HVAC products for nonresidential buildings, today announced its results for the fourth quarter of 2021.
AAON reported record fourth quarter revenue of $136.3 million, up 16.8% from the prior-year quarter. Price increases contributed approximately 10.0% to revenue growth in the quarter. However, gross profit declined 21.7% to $26.5 million, or 19.5% of sales. Gross profit was impacted by supply chain issues, which constrained production, led to operational inefficiencies and unabsorbed fixed costs, and exacerbated the adverse effects of inflation by slowing the turnover of our lower priced backlog and delaying the throughput of orders placed after recent price increases. This resulted in net income of $6.2 million and earnings per diluted share of $0.11, down year over year 68.6%, compared to $0.35 in the prior-year quarter.
Excluding one-time items, including acquisition-related transaction fees of $4.4 million in the fourth quarter of 2021 and $6.4 million of gain on insurance recoveries in the fourth quarter of 2020, non-GAAP adjusted earnings per share was $0.181, down year over year 35.7%, compared to $0.281 in the prior-year quarter.
| Financial Highlights: | Three Months Ended December 31, | % | Years Ending December 31, | % | |||||||||||||||||||||||||||||||||||||
| 2021 | 2020 | Change | 2021 | 2020 | Change | ||||||||||||||||||||||||||||||||||||
| (in thousands, except share and per share data) | (in thousands, except share and per share data) | ||||||||||||||||||||||||||||||||||||||||
| GAAP Measures | |||||||||||||||||||||||||||||||||||||||||
| Net sales | $ | 136,282 | $ | 116,700 | 16.8 | % | $ | 534,517 | $ | 514,551 | 3.9 | % | |||||||||||||||||||||||||||||
| Gross profit | $ | 26,547 | 33,923 | (21.7) | % | 137,830 | 155,849 | (11.6) | % | ||||||||||||||||||||||||||||||||
| Gross profit margin | 19.5 | % | 29.1 | % | 25.8 | % | 30.3 | % | |||||||||||||||||||||||||||||||||
| Operating income | $ | 5,443 | 25,718 | (78.8) | % | 69,253 | 101,836 | (32.0) | % | ||||||||||||||||||||||||||||||||
| Operating margin | 4.0 | % | 22.0 | % | 13.0 | % | 19.8 | % | |||||||||||||||||||||||||||||||||
| Net income | $ | 6,186 | $ | 18,892 | (67.3) | % | $ | 58,758 | $ | 79,009 | (25.6) | % | |||||||||||||||||||||||||||||
| Earnings per diluted share | $ | 0.11 | $ | 0.35 | (68.6) | % | $ | 1.09 | $ | 1.49 | (26.8) | % | |||||||||||||||||||||||||||||
| Diluted average shares | 53,948,763 | 53,469,759 | 0.9 | % | 53,728,989 | 53,061,169 | 1.3 | % | |||||||||||||||||||||||||||||||||
| Non-GAAP Measures | |||||||||||||||||||||||||||||||||||||||||
Non-GAAP adjusted net income1 | $ | 9,523 | $ | 14,771 | (35.5) | % | $ | 62,095 | $ | 74,888 | (17.1) | % | |||||||||||||||||||||||||||||
Non-GAAP earnings per diluted share1 | $ | 0.18 | $ | 0.28 | (35.7) | % | $ | 1.16 | $ | 1.41 | (17.7) | % | |||||||||||||||||||||||||||||
Adjusted EBITDA1 | $ | 17,208 | $ | 26,637 | (35.4) | % | $ | 103,587 | $ | 121,746 | (14.9) | % | |||||||||||||||||||||||||||||
Adjusted EBITDA margin1 | 12.6 | % | 22.8 | % | 19.4 | % | 23.7 | % | |||||||||||||||||||||||||||||||||
1These are non-GAAP measures. See "Use of Non-GAAP Financial Measures" below for reconciliation to GAAP measures. | |||||||||||||||||||||||||||||||||||||||||
The Company finished the fourth quarter of 2021 with a backlog of $260.2 million, up 249.6% from $74.4 million a year ago, and up 43.1% from $181.8 million at the end of the third quarter of 2021. Excluding BasX's backlog, organic backlog was up 200.7% from the prior year quarter.
| Backlog | |||||||||||||||||||||||||||||
| December 31, 2021 | September 31, 2021 | June 30, 2021 | March 31, 2021 | December 31, 2020 | |||||||||||||||||||||||||
| Backlog | $ | 260,164 | $ | 181,813 | $ | 138,131 | $ | 96,733 | $ | 74,417 | |||||||||||||||||||
| Year over year change | 249.6 | % | 114.2 | % | 33.4 | % | (19.1) | % | (47.9) | % | |||||||||||||||||||
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On December 10, 2021, AAON completed the acquisition of BasX, LLC (doing business as BasX Solutions, "BasX"), which included an upfront cash payment of $107.8 million, including acquisition-related transaction fees, net of cash acquired. As of December 31, 2021, the Company had liquidity of $61.1 million compared to liquidity of $107.2 million at December 31, 2020. We believe the Company's senior credit facility provides adequate capacity to fund working capital needs and continue our investment in long-term growth.
Rebecca Thompson, CFO, commented, “We are very comfortable with our financial position at the end of 2021. Our balance sheet remains in a very strong position and we will continue to invest in our long-term growth plans. Capital expenditures in 2021 were $55.4 million, compared to $67.8 million in 2020. We anticipate a capital expenditure budget of $100.4 million for 2022.”
Gary Fields, President and CEO, stated, “I am extremely pleased with the growth we have seen in our backlog and new bookings. Backlog is up year over year 249.6% and new bookings have maintained the strong levels we saw in the second and third quarter. Moreover, strong demand trends continued into early 2022. The growth reflects several factors, including solid end-market demand, market share gains, competitive lead times, the strengthening of our independent sales channel and the compelling value proposition AAON equipment offers.”
Mr. Fields continued, "While we are pleased with demand and the market share gains, sales and earnings results were disappointing. The primary factors that contributed to the lower than anticipated profits were supply chain constraints and material inflation. Supply chain constraints escalated for us in October and November, which led to lower production and less cost absorption. Meanwhile, our cost structure has been rising as we have been increasing headcount due to our rising backlog and in anticipation of the robust growth we foresee in 2022. Furthermore, production constraints magnify the price/cost inflation effect. Lower production means we were not churning through the lower priced backlog fast enough, delaying the recovery in gross profit. In addition to all of this, supply chain constraints created many operational inefficiencies. All in, this led to the underwhelming gross profit and earnings.”
Mr. Fields continued, “On a positive note, we believe the worst of the supply chain constraints are behind us. December was a solid month as far as production and gross profit, and we have seen month-to-month improvement in January and February. Furthermore, the margin profile of our backlog is the highest it has been in about nine months. With less supply chain constraints, higher production capacity, and a large backlog with an improving margin profile, we anticipate production and margins to improve significantly through the first half of 2022."
Mr. Fields concluded, "The challenges we, as well as much of the manufacturing sector, faced in 2021 were truly unprecedented, at least in respect to the last 30 years. In my view, we have navigated the headwinds extremely well and I am very proud of our team. I also believe we are emerging from these challenges as a much stronger Company, which will help us better execute and absorb the robust growth we are anticipating. Despite the recently disappointing results, we remain extremely optimistic on the fundamentals of the business. Our legacy business and the recently acquired BasX both have robust backlogs with paths for significant margin improvement in 2022 and beyond. We continue to believe the Company is best positioned to benefit from an increased focus on decarbonization, electrification, energy efficiency, indoor air quality and cloud-based infrastructure, and we are investing to take advantage of the robust growth we foresee."
Conference Call and Webcast
The Company will host a conference call and webcast to discuss its financial results and outlook on February 28, 2022 at 5:15 P.M. ET. 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. To access either mode, register at https://connect.beacon360.com/ses/JmYFFym2dtuULrRqTsWTlg~~. After registering, participants will receive an email with instructions on how to access the dial-in and webcast. 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.
About AAON
AAON, Inc. engaged in the engineering, manufacturing, marketing, and sale of premium air conditioning and heating equipment consisting of standard, semi-custom, and custom rooftop units, data center cooling solutions, cleanroom systems, chillers, packaged outdoor mechanical rooms, air handling units, makeup air units, energy recovery units, condensing units, geothermal/water-source heat pumps, coils, and controls. Since the founding of AAON in 1988, AAON has maintained a commitment to design, develop, manufacture and deliver heating and cooling products to perform beyond all expectations and demonstrate the value of AAON to our customers. For more information, please visit www.AAON.com.
Forward-Looking Statements
This press release 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”, “should”, “will”, and variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are
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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 obligations 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.
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 December 31, | Years Ending December 31, | ||||||||||||||||||||||
| 2021 | 2020 | 2021 | 2020 | ||||||||||||||||||||
| (in thousands, except share and per share data) | |||||||||||||||||||||||
| Net sales | $ | 136,282 | $ | 116,700 | $ | 534,517 | $ | 514,551 | |||||||||||||||
| Cost of sales | 109,735 | 82,777 | 396,687 | 358,702 | |||||||||||||||||||
| Gross profit | 26,547 | 33,923 | 137,830 | 155,849 | |||||||||||||||||||
| Selling, general and administrative expenses | 21,110 | 14,622 | 68,598 | 60,491 | |||||||||||||||||||
| Gain on disposal of assets and insurance recoveries | (6) | (6,417) | (21) | (6,478) | |||||||||||||||||||
| Income from operations | 5,443 | 25,718 | 69,253 | 101,836 | |||||||||||||||||||
| Interest (expense) income, net | (121) | (2) | (132) | 88 | |||||||||||||||||||
| Other income, net | 24 | 31 | 61 | 51 | |||||||||||||||||||
| Income before taxes | 5,346 | 25,747 | 69,182 | 101,975 | |||||||||||||||||||
| Income tax (benefit) provision | (840) | 6,855 | 10,424 | 22,966 | |||||||||||||||||||
| Net income | $ | 6,186 | $ | 18,892 | $ | 58,758 | $ | 79,009 | |||||||||||||||
| Earnings per share: | |||||||||||||||||||||||
| Basic | $ | 0.12 | $ | 0.36 | $ | 1.12 | $ | 1.51 | |||||||||||||||
| Diluted | $ | 0.11 | $ | 0.35 | $ | 1.09 | $ | 1.49 | |||||||||||||||
| Cash dividends declared per common share: | $ | 0.19 | $ | 0.19 | $ | 0.38 | $ | 0.38 | |||||||||||||||
| Weighted average shares outstanding: | |||||||||||||||||||||||
| Basic | 52,467,696 | 52,240,829 | 52,404,199 | 52,168,679 | |||||||||||||||||||
| Diluted | 53,948,763 | 53,469,759 | 53,728,989 | 53,061,169 | |||||||||||||||||||
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| AAON, Inc. and Subsidiaries | |||||||||||
| Consolidated Balance Sheets | |||||||||||
| (Unaudited) | |||||||||||
| December 31, 2021 | December 31, 2020 | ||||||||||
| Assets | (in thousands, except share and per share data) | ||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | 2,859 | $ | 79,025 | |||||||
| Restricted cash | 628 | 3,263 | |||||||||
Accounts receivable, net of allowance for credit losses of $549 and $506, respectively | 70,780 | 47,387 | |||||||||
| Income tax receivable | 5,723 | 4,587 | |||||||||
| Inventories, net | 130,270 | 82,219 | |||||||||
| Contract assets | 5,749 | — | |||||||||
| Prepaid expenses and other | 2,071 | 3,770 | |||||||||
| Total current assets | 218,080 | 220,251 | |||||||||
| Property, plant and equipment: | |||||||||||
| Land | 5,016 | 4,072 | |||||||||
| Buildings | 135,861 | 122,171 | |||||||||
| Machinery and equipment | 318,259 | 281,266 | |||||||||
| Furniture and fixtures | 23,072 | 18,956 | |||||||||
| Total property, plant and equipment | 482,208 | 426,465 | |||||||||
| Less: Accumulated depreciation | 224,146 | 203,125 | |||||||||
| Property, plant and equipment, net | 258,062 | 223,340 | |||||||||
| Intangible assets, net | 70,121 | 38 | |||||||||
| Goodwill | 85,727 | 3,229 | |||||||||
| Right of use assets | 16,974 | 1,571 | |||||||||
| Other long-term assets | 1,216 | 579 | |||||||||
| Total assets | $ | 650,180 | $ | 449,008 | |||||||
| Liabilities and Stockholders' Equity | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable | 29,020 | 12,447 | |||||||||
| Accrued liabilities | 50,206 | 46,586 | |||||||||
| Contract liabilities | 7,542 | — | |||||||||
| Total current liabilities | 86,768 | 59,033 | |||||||||
| Revolving credit facility, long-term | 40,000 | — | |||||||||
| Deferred tax liabilities | 31,993 | 28,324 | |||||||||
| Other long-term liabilities | 18,843 | 4,423 | |||||||||
| New market tax credit obligation | 6,406 | 6,363 | |||||||||
| 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, 52,527,985 and 52,224,767 issued and outstanding at December 31, 2021 and December 31, 2020, respectively | 210 | 209 | |||||||||
| Additional paid-in capital | 81,654 | 5,161 | |||||||||
| Retained earnings | 384,306 | 345,495 | |||||||||
| Total stockholders' equity | 466,170 | 350,865 | |||||||||
| Total liabilities and stockholders' equity | $ | 650,180 | $ | 449,008 | |||||||
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| AAON, Inc. and Subsidiaries | |||||||||||
| Consolidated Statements of Cash Flows | |||||||||||
| (Unaudited) | |||||||||||
| Years Ending December 31, | |||||||||||
| 2021 | 2020 | ||||||||||
| Operating Activities | (in thousands) | ||||||||||
| Net income | $ | 58,758 | $ | 79,009 | |||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Depreciation and amortization | 30,343 | 25,634 | |||||||||
| Amortization of debt issuance cost | 43 | 43 | |||||||||
| Amortization of right of use assets | 73 | — | |||||||||
| Provision for credit losses on accounts receivable, net of adjustments | 43 | 153 | |||||||||
| Provision for excess and obsolete inventories | 629 | 1,108 | |||||||||
| Share-based compensation | 11,812 | 11,342 | |||||||||
| Gain on disposition of assets and insurance recoveries | (21) | (6,478) | |||||||||
| Foreign currency transaction gain | (1) | (12) | |||||||||
| Interest income on note receivable | (24) | (24) | |||||||||
| Deferred income taxes | 3,669 | 13,027 | |||||||||
| Changes in assets and liabilities: | |||||||||||
| Accounts receivable | (9,737) | 19,859 | |||||||||
| Income tax receivable | (1,136) | (3,815) | |||||||||
| Inventories | (45,955) | (9,726) | |||||||||
| Contract assets | 1,886 | — | |||||||||
| Prepaid expenses and other | 1,374 | (2,364) | |||||||||
| Accounts payable | 10,899 | (2,155) | |||||||||
| Contract liabilities | (229) | — | |||||||||
| Deferred revenue | 447 | 1,010 | |||||||||
| Accrued liabilities and donations | (1,690) | 2,203 | |||||||||
| Net cash provided by operating activities | 61,183 | 128,814 | |||||||||
| Investing Activities | |||||||||||
| Capital expenditures | (55,362) | (67,802) | |||||||||
| Cash paid in business combination, net of cash acquired | (103,430) | — | |||||||||
| Proceeds from sale of property, plant and equipment | 19 | 60 | |||||||||
| Insurance proceeds | — | 6,417 | |||||||||
| Principal payments from note receivable | 54 | 52 | |||||||||
| Net cash used in investing activities | (158,719) | (61,273) | |||||||||
| Financing Activities | |||||||||||
| Borrowings under revolving credit facility | 40,000 | — | |||||||||
| Stock options exercised | 21,148 | 21,418 | |||||||||
| Repurchase of stock | (20,876) | (30,060) | |||||||||
| Employee taxes paid by withholding shares | (1,590) | (1,169) | |||||||||
| Dividends paid to stockholders | (19,947) | (19,815) | |||||||||
| Net cash provided by (used in) financing activities | 18,735 | (29,626) | |||||||||
| Net (decrease) increase in cash, cash equivalents and restricted cash | (78,801) | 37,915 | |||||||||
| Cash, cash equivalents and restricted cash, beginning of period | 82,288 | 44,373 | |||||||||
| Cash, cash equivalents and restricted cash, end of period | $ | 3,487 | $ | 82,288 | |||||||
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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 adjusted net income, adjusted net income per diluted share, EBITDA, adjusted EBITDA, and adjusted EBITDA margin are non-GAAP measures and are susceptible to varying calculations, adjusted net income, adjusted net income per diluted share, EBITDA, adjusted EBITDA, and adjusted EBITDA margin, as presented, may not be directly comparable with other similarly titled measures used by other companies.
Non-GAAP Adjusted Net Income
The Company defines non-GAAP adjusted net income as net income adjusted for any one-time events, such as acquisition related costs or insurance proceeds received, net of profit sharing and tax effect, in the periods presented
The following table provides a reconciliation of net income (GAAP) to non-GAAP adjusted net income for the periods indicated:
| Three Months Ended December 31, | Years Ending December 31, | |||||||||||||||||||||||||
| 2021 | 2020 | 2021 | 2020 | |||||||||||||||||||||||
| (in thousands) | ||||||||||||||||||||||||||
| Net income, a GAAP disclosure | $ | 6,186 | $ | 18,892 | $ | 58,758 | $ | 79,009 | ||||||||||||||||||
| Acquisition-related fees | 4,367 | — | 4,367 | — | ||||||||||||||||||||||
| Insurance recoveries | — | (6,417) | — | (6,417) | ||||||||||||||||||||||
| Profit sharing effect | (437) | 642 | (437) | 642 | ||||||||||||||||||||||
| Tax effect | (593) | 1,654 | (593) | 1,654 | ||||||||||||||||||||||
| Non-GAAP adjusted net income | $ | 9,523 | $ | 14,771 | $ | 62,095 | $ | 74,888 | ||||||||||||||||||
| Non-GAAP adjusted earnings per diluted share | $ | 0.18 | $ | 0.28 | $ | 1.16 | $ | 1.41 | ||||||||||||||||||
EBITDA and Adjusted 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.
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.
Adjusted EBITDA is calculated as EBITDA adjusted by items in non-GAAP adjusted net income, above, except for taxes, as taxes are already excluded from EBITDA.
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The following table provides a reconciliation of net income (GAAP) to EBITDA (non-GAAP) and Adjusted EBITDA (non-GAAP) for the periods indicated:
| Three Months Ended December 31, | Years Ending December 31, | |||||||||||||||||||||||||
| 2021 | 2020 | 2021 | 2020 | |||||||||||||||||||||||
| (in thousands) | ||||||||||||||||||||||||||
| Net income, a GAAP measure | $ | 6,186 | $ | 18,892 | $ | 58,758 | $ | 79,009 | ||||||||||||||||||
| Depreciation and amortization | 7,811 | 6,663 | 30,343 | 25,634 | ||||||||||||||||||||||
| Interest expense (income), net | 121 | 2 | 132 | (88) | ||||||||||||||||||||||
| Income tax expense | (840) | 6,855 | 10,424 | 22,966 | ||||||||||||||||||||||
| EBITDA, a non-GAAP measure | 13,278 | 32,412 | 99,657 | 127,521 | ||||||||||||||||||||||
| Acquisition-related fees | 4,367 | — | 4,367 | — | ||||||||||||||||||||||
| Insurance recoveries | — | (6,417) | — | (6,417) | ||||||||||||||||||||||
Profit sharing effect1 | (437) | 642 | (437) | 642 | ||||||||||||||||||||||
| Adjusted EBITDA, a non-GAAP measure | $ | 17,208 | $ | 26,637 | $ | 103,587 | $ | 121,746 | ||||||||||||||||||
| Adjusted EBITDA margin | 12.6 | % | 22.8 | % | 19.4 | % | 23.7 | % | ||||||||||||||||||
1Profit sharing effect of acquisition-related fees and insurance recoveries in the respective period. | ||||||||||||||||||||||||||
8