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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): March 17, 2025
AAON, INC.
(Exact name of Registrant as Specified in Charter)
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| Nevada |
0-18953 |
87-0448736 |
| (State or Other Jurisdiction |
(Commission File Number: ) |
(IRS Employer Identification No.) |
| of Incorporation) |
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| 2425 South Yukon Ave., |
Tulsa, |
Oklahoma |
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74107 |
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(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:
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Name of each exchange on which registered |
| Common Stock |
AAON |
NASDAQ |
Item 7.01 Regulation FD Disclosure
On March 17, 2025, the Company announced that Gary Fields, CEO, Rebecca Thompson, CFO and Treasurer, Matt Tobolski, President and COO, and Joseph Mondillo, Director of Investor Relations and Corporate Strategy will present at the Sidoti Spring 2025 Small-Cap Conference on March 20, 2025. AAON will present virtually at 11:30 AM (ET).
A copy of the Company's presentation is furnished as Exhibit 99.2 to this Current Report on Form 8-K and has also been posted on our website.
All statements in the conference (including Exhibit 99.2), 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 (including Exhibit 99.2) 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.
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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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| Exhibit Number |
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Description |
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Press release announcing presentation at the Sidoti Spring 2025 Small-Cap Conference |
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Investor Presentation presented at the Sidoti Spring 2025 Small-Cap Conference |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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.
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AAON, INC. |
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| Date: |
March 17, 2025 |
By: |
/s/ Luke A. Bomer |
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Luke A. Bomer, Secretary |
EX-99.1
2
aaon2025marchinvestorpresea.htm
EX-99.1
Document
AAON Presenting at Sidoti Spring 2025 Small-Cap Conference
TULSA, OK, March 17, 2025 – AAON, Inc. (NASDAQ: AAON) today announced that Gary Fields, CEO, Rebecca Thompson, CFO and Treasurer, Matt Tobolski, President and COO, and Joseph Mondillo, Director of Investor Relations and Corporate Strategy will present at the Sidoti Spring 2025 Small-Cap Conference on March 20, 2025. AAON will present virtually at 11:30 AM (ET).
Presentation materials are available on the AAON website: https://www.aaon.com/Investors.
About AAON, Inc.
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 and Corporate Strategy
Phone (617) 877-6346
Email: joseph.mondillo@aaon.com
EX-99.2
3
aaonmarch25investorprese.htm
EX-99.2
aaonmarch25investorprese
Sidoti Spring 2025 Small Cap Conference March 20, 2025
| 2 Certain statements and information set forth in this presentation contains “forward-looking statements” and “forward-looking information” within the meaning of the Private Securities Litigation Reform Act of 1995. Except for statements of historical fact, certain information contained herein constitutes forward-looking statements which include management’s assessment of future plans and operations and are based on current internal expectations, estimates, projections, assumptions and beliefs, which may prove to be incorrect. Forward-looking statements are provided to allow potential investors the opportunity of management’s beliefs and opinions in respect of the future so that they may use such beliefs and opinions as one factor in evaluating an investment. Some of the forward-looking statements may be identified by words such as “may”, “plan”, “foresee”, “will”, “should”, “could”, “anticipate,” ”believe,” “expect,” “intend,” “potential,” “continue,” and similar expressions. While the Company’s management believes that these forward-looking statements are reasonable as and when made, these statements are not guarantees of future performance and undue reliance should not be placed on them. The Company’s forward-looking statements involve significant risks and uncertainties (some of which are beyond the Company’s control) and assumptions that could cause actual future results to differ materially from the Company’s historical experience and its present expectations or projections. For additional information regarding known material factors that could cause the Company’s results to differ from its projected results, please see its filings with the SEC, including its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K. The reader is cautioned not to place undue reliance on forward-looking statements. The Company undertakes no obligation to publicly update or revise any forward-looking statement after they are made, whether as a result of new information, future events, or otherwise, except as required by federal securities laws. Forward-looking statements and other references
| 3 2024 review 01. 02. 03. Organic revenue flattish, in line with projections BASX Brand: The industry’s first large- scale development and sale of a custom- designed liquid cooling solution AAON Brand: Headwinds from the refrigerant transition and weaker nonresidential construction activity
| 4 -2.9% Y/Y -1030 bps Y/Y • -880 bps Q/Q -39.0% Y/Y • 15.8% margin -46.4% Y/Y +70.0% Y/Y • +33.9% Q/Q Sales $297.7M 26.1% $47.0M $0.30 $867.1M Gross Profit Margin EBITDA Diluted EPS Backlog Q4 2024 overview Q4 sales and earnings softer than anticipated Temporary slowdown should result in a steeper recovery
| 5 Q4 2024 summary: revenue Q4 Highlights The year-over-year decline was largely driven by the AAON Oklahoma segment, partially offset by strong gains in the AAON Coil Products segment (in m ill io ns ) $254.6 $266.0 $284.0 $312.0 $306.6 $262.1 $313.6 $327.3 $297.7 Q4 2022 Q1 2023 Q2 2023 Q3 2023 Q4 2023 Q1 2024 Q2 2024 Q3 2024 Q4 2024 $— $50 $100 $150 $200 $250 $300 $350
| 6 Q4 2024 summary: gross margin Q4 Highlights Year-over-year contraction largely reflects lower volumes and the related deleveraging of fixed costs at the AAON Oklahoma segment Right sizing capacity to meet growing demand at AAON Coil Products and BASX segments 30.8% 29.0% 33.1% 37.2% 36.4% 35.2% 36.1% 34.9% 26.1% Q4 2022 Q1 2023 Q2 2023 Q3 2023 Q4 2023 Q1 2024 Q2 2024 Q3 2024 Q4 2024 0% 10% 20% 30% 40%
| 7 (in m ill io ns ) $31.9 $32.9 $39.3 $51.5 $47.9 $45.3 $45.9 $48.6 $48.2 SG&A SG&A as a Percent of Sales Q4 2022 Q1 2023 Q2 2023 Q3 2023 Q4 2023 Q1 2024 Q2 2024 Q3 2024 Q4 2024 $0 $10 $20 $30 $40 $50 $60 10% 12% 14% 16% 18% Q4 2024 summary: SG&A As a percent of sales, SG&A increased to 16.2% The increase in SG&A as a percent of sales was largely due to an increase in depreciation expenses and costs associated with long-term growth investments Q4 Highlights
| 8 The decline is largely associated with the lower gross margin, partially offset by an excess tax benefit related to stock compensation $0.47 $0.44 $0.55 $0.58 $0.56 $0.46 $0.62 $0.63 $0.30 Q4 2022 Q1 2023 Q2 2023 Q3 2023 Q4 2023 Q1 2024 Q2 2024 Q3 2024 Q4 2024 $— $0.10 $0.20 $0.30 $0.40 $0.50 $0.60 $0.70 Q4 Highlights Q4 2024 summary: EPS
| 9 Q4 Highlights $38.3 $154.9 Q4 2023 Q4 2024 $0 $100 $200 $0.3 $— $8.7 $6.5 Cash and cash equivalents Restricted cash Q4 2023 Q4 2024 $0 $10 Balance sheet remains strong Leverage ratio at the end of 2024 was 0.57 Expect capex of approximately $220.0 million in 2025, related to preparing the Memphis facility for production later this year Authorization of $100.0 million share repurchase program $76.0 $109.5 $213.2 2022 2023 2024 $0 $100 $200 $300 $282.2 $313.3 Q4 2023 Q4 2024 $0 $250 $500 Q4 2024 summary: balance sheet Restricted Cash, Cash & Cash Equivalents Debt Working Capital Annual Capex * All metrics are in millions
| 10 Segments AAON Oklahoma AAON Coil Products BASX Sales Gross Profits Down 16.1% Down 36.8% Up 129.9% Up 88.9% Down 3.0% Down 42.7% Production was slower than we anticipated As we enter Q2, refrigerant transition disruptions will abate and demand will begin to improve Strength driven by the new BASX branded data center liquid cooling product Expecting solid sequential improvement in sales and profits in the first quarter High demand and backlog at the Oregon facility, but also limited capacity Anticipate improvement in production volume and efficiency throughout 2025
| 11 Strategic pillars Innovation & Customization Drive Sustainable Organic Growth Be A Best-In- Class Operator
| 12 2020-2024 business cycle 2020 2021 2022-23 2024 Exceptional Flattish Phenomenal Flattish 2020-2024 CAGR 17%
| 13 2025 outlook Sales growth in the mid- to high-teens Sales Gross margin at similar levels we realized in 2024 Expenses Approximately $220.0 millionCapEx SG&A as a percent of sales to decline 25-50 basis points Sales and earnings will be modestly down sequentially from the fourth quarter, due to general seasonality, lasting impacts of the refrigerant transition and start-up costs related to Memphis Q1 Guidance
| 14 Appendix | 14
| 15 | 15 Revenue and backlog by branded products
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