0000824142false00008241422025-02-272025-02-27

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 27, 2025

AAON, INC.
(Exact name of Registrant as Specified in Charter) 
Nevada0-1895387-0448736
(State or Other Jurisdiction(Commission File Number: )(IRS Employer Identification No.)
of Incorporation)
2425 South Yukon Ave.,Tulsa,Oklahoma74107
(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:

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 classTrading Symbol(s)Name of each exchange on which registered
Common StockAAONNASDAQ



Item 2.02    Results of Operations and Financial Conditions.

On February 27, 2025, AAON, Inc. (the "Company") announced its financial and operating results and backlog for the fourth quarter ended December 31, 2024. 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 9:00 A.M. (Eastern Time) on February 27, 2025 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. The accessible dial-in is accessible at 1-800-836-8184. To access the listen-only webcast, please register at https://app.webinar.net/0kBVxQBboaR. 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 27, 2025, 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 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 8.01 Other Events

The Company today announced that the Board of Directors has authorized the Company to make up to $100.0 million in purchases of shares of the Company’s common stock from time to time in the open market depending on market conditions. The Board must authorize the timing and amount of these purchases and all repurchases will be made in accordance with the rules and regulations of the SEC allowing the Company to repurchase shares from the open market. Repurchased shares will be restored to the status of authorized but unissued stock.
















Item 9.01    Financial Statements and Exhibits.

(d)    Exhibits
Exhibit NumberDescription
Press release dated February 27, 2025 announcing financial and operating results and backlog.
104Cover 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 27, 2025
By:/s/ Luke A. Bomer
Luke A. Bomer, Secretary

Exhibit 99.1
aaona05.jpg

AAON REPORTS FOURTH QUARTER AND FULL YEAR 2024 RESULTS

TULSA, OK, February 27, 2025 - AAON, INC. (NASDAQ-AAON), a leading producer of premium HVAC solutions, today announced its results for the fourth quarter and full year of 2024.

Gary Fields, CEO, stated, “As we anticipated early in the year, 2024 had its share of triumphs and obstacles for AAON. The BASX brand made a significant impact on the data center market with the industry's first large-scale development and sale of a custom-designed liquid cooling solution. Along with strong demand for BASX's air-side data center cooling equipment, this drove the Company's total backlog to finish the year up 70.0% from the end of 2023. To meet a strengthening pipeline of demand beyond the backlog, we also successfully increased production capacity in 2024 with the completion of our 245,000 square foot addition at our Longview, Texas location and the purchase of our new 787,000 square foot building in Memphis, Tennessee. Conversely, the Company's AAON brand faced two major challenges: an industry-regulated refrigerant transition and nonresidential construction activity that weakened throughout the year. Despite the challenges, sales of AAON-branded equipment were down only modestly in 2024. Bookings and year-end backlog of this equipment were up year-over-year in the mid-to-high teens. All in, we deem the year to be a success.”

Net sales for the fourth quarter of 2024 decreased 2.9% to $297.7 million from $306.6 million in the fourth quarter of 2023. The AAON Oklahoma segment was the driving factor in the decline in net sales. The segment realized a year-over-year decline of 16.1%, the result of a combination of factors including weak macro conditions and temporary adverse effects of the industry-regulated refrigerant transition. However, looking at our two year growth for the years ended December 31, 2022-2024, AAON Oklahoma sales are up 29.4% speaking to the strong share gains over that period. This was partially offset by an increase in sales of 129.9% at the AAON Coil Products segment, which benefited from the onset of production of BASX-branded liquid cooling data center equipment at the AAON Coil Products facility, as well as solid growth of AAON-branded split systems.

Gross profit for the quarter decreased 30.5% to $77.6 million, or 26.1% of sales, compared to the same period a year ago. The contraction in gross margin partially reflects lower volumes and the related deleveraging of fixed costs at the AAON Oklahoma segment. Additionally, our investments in growth at both AAON Coil Products and BASX segments supporting the increasing demand for data center products has resulted in temporary negative impacts on gross profits in both segments.

The fourth quarter benefited from a large excess tax benefit of $4.6 million relating to stock based compensation compared to $2.5 million in the same period a year ago. Earnings per diluted share in the fourth quarter of 2024 decreased 46.4% to $0.30 from $0.56 in the fourth quarter of 2023.

1
Exhibit 99.1
Financial Highlights:Three Months Ended 
 December 31,		%Years Ended  
 December 31,		%
20242023Change20242023Change
(in thousands, except share and per share data)(in thousands, except share and per share data)
GAAP Measures
Net sales$297,718 $306,638 (2.9)%$1,200,635 $1,168,518 2.7 %
Gross profit$77,615 $111,739 (30.5)%$397,109 $399,020 (0.5)%
Gross profit margin26.1 %36.4 %33.1 %34.1 %
Operating income$29,429 $63,884 (53.9)%$209,118 $227,494 (8.1)%
Operating margin9.9 %20.8 %17.4 %19.5 %
Net income$24,690 $47,049 (47.5)%$168,559 $177,623 (5.1)%
Earnings per diluted share$0.30 $0.56 (46.4)%$2.02 $2.13 (5.2)%
Diluted average shares83,575,989 83,446,051 0.2 %83,629,502 83,295,290 0.4 %
Non-GAAP Measures
EBITDA1
$47,024 $77,046 (39.0)%$272,231 $274,465 (0.8)%
EBITDA margin1
15.8 %25.1 %22.7 %23.5 %
Adjusted EBITDA1
$47,024 $77,046 (39.0)%$272,231 $281,215 (3.2)%
Adjusted EBITDA margin1
15.8 %25.1 %22.7 %24.1 %
1These are non-GAAP measures. See "Use of Non-GAAP Financial Measures" below for reconciliation to GAAP measures.
Backlog
December 31, 2024September 30, 2024December 31, 2023
Backlog$867,090 $647,694 510,028 
Year over year change70.0 %32.0 %(6.9)%

Backlog was up from a year ago at all three segments, with the largest increase at the AAON Coil Products segment, which received over $200.0 million of orders in the fourth quarter. Most of these orders were associated with the BASX-branded data center liquid cooling order, which was addressed on the third quarter earnings call.

Mr. Fields concluded, “As we progress through the early months of 2025, we believe we are nearing the end of this temporary slowdown we have been experiencing since early last year. Many of the headwinds we faced in 2024 are behind us. The adverse effects of the refrigerant transition will likely linger through the first quarter. However, as we move into the second quarter, we expect these headwinds will dissipate, resulting in an acceleration in demand. The backlog of BASX-branded equipment entered the year up over 100.0% compared to a year ago, and the pipeline of future orders remains robust. We anticipate a vast majority of the Company's total backlog will convert in 2025. Margins will remain under pressure early in the year as we endure less-than-optimal volumes at the AAON Oklahoma segment and absorb pre-production start-up costs at the new Memphis facility. However, this will be temporary, and we expect margins to significantly improve throughout the year as volume growth accelerates and we right-size capacity and production efficiencies across the four main manufacturing locations. Over the next two years, we anticipate gross margins returning to levels we realized in the second half of 2023. The Company's fundamentals are strong, with substantial organic revenue and earnings growth potential, which we look forward to capitalizing on.”

As of December 31, 2024, the Company had cash, cash equivalents and restricted cash of $6.5 million and $154.9 million total debt. Rebecca Thompson, CFO, commented, “Cash flows from operating activities in the fourth quarter were impacted by lower net income and investments made in working capital. Due to the significant increase in backlog, we had to make necessary inventory purchases to facilitate production early in 2025. Capital expenditures in the fourth quarter increased nearly four-fold from a year ago due to the $63.4 million spent in December on the closing of our new Memphis facility. Both expenditures are related to investments in capacity and infrastructure to accommodate the robust growth we anticipate in the future. These cash outlays led us to borrow $20.8 million during the quarter through our revolving line of credit and establish our new term loan facility. Our balance sheet remains strong, with a current ratio of 2.8 and a leverage ratio of 0.57. Given this and the Company's strong fundamentals, our Board of Directors approved a new $100.0 million share repurchase program that we would utilize opportunistically. In the near-term, our primary focus will be on organic investments to accommodate growth, including bringing the Memphis facility up to speed for production to commence later this year.”

2
Exhibit 99.1

Conference Call and Webcast
The Company will host a conference call and webcast to discuss its financial results and outlook on February 27, 2025 at 9:00 A.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. The accessible dial-in is accessible at 1-800-836-8184. To access the listen-only webcast, please register at https://app.webinar.net/0kBVxQBboaR. 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
Founded in 1988, AAON is a global leader in HVAC solutions for commercial, industrial and data center indoor environments. The Company's industry-leading approach to designing and manufacturing highly configurable and custom-made equipment to meet exact needs creates a premier ownership experience with greater efficiency, performance and long-term value. Its highly engineered equipment is sold under the AAON and BASX brands. 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. 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 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: joseph.mondillo@aaon.com

3
Exhibit 99.1
AAON, Inc. and Subsidiaries
Consolidated Statements of Income
(Unaudited)
 Three Months Ended 
 December 31,		Years Ended  
 December 31,
 2024202320242023
(in thousands, except share and per share data)
Net sales$297,718 $306,638 $1,200,635 $1,168,518 
Cost of sales220,103 194,899 803,526 769,498 
Gross profit77,615 111,739 397,109 399,020 
Selling, general and administrative expenses48,194 47,855 188,014 171,539 
Gain on disposal of assets(8)— (23)(13)
Income from operations29,429 63,884 209,118 227,494 
Interest expense, net(1,208)(884)(2,905)(4,843)
Other income, net45 133 378 503 
Income before taxes28,266 63,133 206,591 223,154 
Income tax provision3,576 16,084 38,032 45,531 
Net income$24,690 $47,049 $168,559 $177,623 
Earnings per share:  
Basic$0.30 $0.58 $2.07 $2.19 
Diluted$0.30 $0.56 $2.02 $2.13 
Cash dividends declared per common share:$0.08 $0.08 $0.32 $0.32 
Weighted average shares outstanding:  
Basic81,345,236 81,293,549 81,473,131 81,156,114 
Diluted83,575,989 83,446,051 83,629,502 83,295,290 



4
Exhibit 99.1
AAON, Inc. and Subsidiaries
Consolidated Balance Sheets
(Unaudited)
 December 31, 2024December 31, 2023
Assets(in thousands, except share and per share data)
Current assets:  
Cash and cash equivalents$14 $287 
Restricted cash6,500 8,736 
Accounts receivable, net 147,434 138,108 
Income tax receivable4,115 — 
Inventories, net187,420 213,532 
Contract assets135,421 45,194 
Prepaid expenses and other7,308 3,097 
Total current assets488,212 408,954 
Property, plant and equipment, net510,356 369,947 
Intangible assets, net and goodwill160,152 149,945 
Right of use assets15,436 11,774 
Other long-term assets242 816 
Deferred tax assets836 — 
Total assets$1,175,234 $941,436 
Liabilities and Stockholders' Equity  
Current liabilities:  
Debt, short-term$16,000 $— 
Accounts payable44,645 27,484 
Accrued liabilities99,347 85,508 
Contract liabilities14,913 13,757 
Total current liabilities174,905 126,749 
Debt, long-term138,891 38,328 
Deferred tax liabilities— 12,134 
Other long-term liabilities20,743 16,807 
New market tax credit obligations16,113 12,194 
Commitments and contingencies
Stockholders' equity:  
Preferred stock, $.001 par value, 5,000,000 shares authorized, no shares issued
— — 
Common stock, $.004 par value, 200,000,000 shares authorized, 81,436,594 and 81,508,381 issued and outstanding at December 31, 2024 and December 31, 2023, respectively
326 326 
Additional paid-in capital68,946 122,063 
Retained earnings755,310 612,835 
Total stockholders' equity824,582 735,224 
Total liabilities and stockholders' equity$1,175,234 $941,436 
5
Exhibit 99.1
AAON, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(Unaudited)
 Years Ended  
 December 31,
 20242023
Operating Activities(in thousands)
Net income$168,559 $177,623 
Adjustments to reconcile net income to net cash provided by operating activities:  
Depreciation and amortization62,735 46,468 
Amortization of debt issuance cost154 82 
Amortization of right of use assets189 324 
Provision for (recoveries of) accounts receivable, net of adjustments
715 (154)
Provision for credit losses on contract assets, net of adjustments
399 — 
(Recoveries of) provision for excess and obsolete inventories, net of write-offs
(968)1,633 
Share-based compensation16,729 16,384 
Other(4)(44)
Deferred income taxes(6,606)(6,527)
Changes in assets and liabilities:  
Accounts receivable(10,041)(9,978)
Income taxes(5,285)(11,302)
Inventories27,080 (16,226)
Contract assets(90,626)(30,043)
Prepaid expenses and other long-term assets(3,707)(1,048)
Accounts payable16,959 (18,316)
Contract liabilities1,156 (7,667)
Extended warranties1,835 2,600 
Accrued liabilities and other long-term liabilities13,259 15,086 
Net cash provided by operating activities
192,532 158,895 
Investing Activities  
Capital expenditures(195,660)(104,294)
Proceeds from sale of property, plant and equipment25 129 
Acquisition of intangible assets(17,491)(5,197)
Principal payments from note receivable51 51 
Net cash used in investing activities
(213,075)(109,311)
Financing Activities  
Borrowings of debt717,897 597,111 
Payments of debt(601,091)(629,787)
Proceeds from financing obligation, net of issuance costs4,186 6,061 
Payments related to financing costs(664)(398)
Stock options exercised31,861 33,259 
Repurchase of stock(100,034)(25,009)
Employee taxes paid by withholding shares(8,037)(1,302)
Dividends paid to stockholders(26,084)(26,445)
Net cash provided by (used in) financing activities
18,034 (46,510)
Net (decrease) increase in cash, cash equivalents and restricted cash
(2,509)3,074 
Cash, cash equivalents and restricted cash, beginning of period9,023 5,949 
Cash, cash equivalents and restricted cash, end of period$6,514 $9,023 

6
Exhibit 99.1


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 infrequent events, such as litigation settlements, 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 Ended
 December 31,
2024202320242023
(in thousands)
Net income, a GAAP measure$24,690 $47,049 $168,559 $177,623 
Litigation settlement— — — 7,500 
Profit sharing effect1
— — — (750)
Tax effect— — — (1,242)
Non-GAAP adjusted net income$24,690 $47,049 $168,559 $183,131 
Non-GAAP adjusted earnings per diluted share$0.30 $0.56 $2.02 $2.20 
1Profit sharing effect of litigation settlement in the respective period.

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. 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.

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.

7
Exhibit 99.1
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 Ended
 December 31,
2024202320242023
(in thousands)
Net income, a GAAP measure$24,690 $47,049 $168,559 $177,623 
Depreciation and amortization17,550 13,029 62,735 46,468 
Interest expense1,208 884 2,905 4,843 
Income tax expense3,576 16,084 38,032 45,531 
EBITDA, a non-GAAP measure47,024 77,046 272,231 274,465 
Litigation settlement— — — 7,500 
Profit sharing effect1
— — — (750)
Adjusted EBITDA, a non-GAAP measure$47,024 $77,046 $272,231 $281,215 
Adjusted EBITDA margin15.8 %25.1 %22.7 %24.1 %
1Profit sharing effect of litigation settlement in the respective period.



8
v3.25.0.1
Cover Page
Feb. 27, 2025
Cover [Abstract]  
Document Type 8-K
Document Period End Date Feb. 27, 2025
Entity Registrant Name AAON, INC.
Entity Incorporation, State or Country Code NV
Entity File Number 0-18953
Entity Tax Identification Number 87-0448736
Entity Address, Address Line One 2425 South Yukon Ave.,
Entity Address, City or Town Tulsa,
Entity Address, State or Province OK
Entity Address, Postal Zip Code 74107
City Area Code 918
Local Phone Number 583-2266
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock
Trading Symbol AAON
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Entity Central Index Key 0000824142
Amendment Flag false
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