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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2023
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________________ to ____________________
 
Commission file number:  0-18953
AAON, INC.
(Exact name of registrant as specified in its charter) 
Nevada87-0448736
(State or other jurisdiction(IRS Employer
of incorporation or organization)Identification No.)
2425 South Yukon Ave.,Tulsa,Oklahoma74107
(Address of principal executive offices) (Zip Code)
(918) 583-2266
(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $.004 par value per shareAAONNASDAQ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes                   No 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes                   No   
                             
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definition of "large accelerated filer", "accelerated filer", "small reporting company", and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Accelerated filer
Non-accelerated filerSmaller reporting company
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.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes                       No 

As of August 1, 2023, registrant had outstanding a total of 54,406,322 shares of its $.004 par value Common Stock.



PART I – FINANCIAL INFORMATION
Item 1. Financial Statements.
AAON, Inc. and Subsidiaries
Consolidated Balance Sheets
(Unaudited)
 June 30, 2023December 31, 2022
Assets(in thousands, except share and per share data)
Current assets:  
Cash and cash equivalents$5,237 $5,451 
Restricted cash22,428 498 
Accounts receivable, net of allowance for credit losses of $306 and $477, respectively
154,111 127,158 
Income tax receivable2,699  
Inventories, net215,408 198,939 
Contract assets19,862 15,151 
Prepaid expenses and other4,466 1,919 
Total current assets424,211 349,116 
Property, plant and equipment:  
Land15,291 8,537 
Buildings187,237 169,156 
Machinery and equipment370,414 342,045 
Furniture and fixtures38,344 30,033 
Total property, plant and equipment611,286 549,771 
Less:  Accumulated depreciation263,890 245,026 
Property, plant and equipment, net347,396 304,745 
Intangible assets, net62,803 64,606 
Goodwill81,892 81,892 
Right of use assets7,378 7,123 
Other long-term assets6,371 6,421 
Total assets$930,051 $813,903 
Liabilities and Stockholders' Equity  
Current liabilities:  
Accounts payable$32,210 $45,513 
Accrued liabilities101,201 78,630 
Contract liabilities20,262 21,424 
Total current liabilities153,673 145,567 
Revolving credit facility, long-term78,536 71,004 
Deferred tax liabilities14,223 18,661 
Other long-term liabilities11,364 11,508 
New market tax credit obligation1
12,144 6,449 
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, 54,379,324 and 53,425,184 issued and outstanding at June 30, 2023 and December 31, 2022, respectively
218 214 
Additional paid-in capital128,636 98,735 
Retained earnings531,257 461,765 
Total stockholders' equity660,111 560,714 
Total liabilities and stockholders' equity$930,051 $813,903 
1 Held by variable interest entities (Note 16)
The accompanying notes are an integral part of these consolidated financial statements.

- 1 -


AAON, Inc. and Subsidiaries
Consolidated Statements of Income
(Unaudited)
 Three Months Ended 
 June 30,
Six Months Ended 
 June 30,
 2023202220232022
(in thousands, except share and per share data)
Net sales$283,957 $208,814 $549,910 $391,585 
Cost of sales189,939 161,438 378,738 298,145 
Gross profit94,018 47,376 171,172 93,440 
Selling, general and administrative expenses39,272 26,933 72,214 49,989 
Loss (gain) on disposal of assets6 (10)12 (12)
Income from operations54,740 20,453 98,946 43,463 
Interest expense, net(1,543)(550)(2,693)(740)
Other income, net163 220 277 241 
Income before taxes53,360 20,123 96,530 42,964 
Income tax provision7,678 4,177 14,034 8,959 
Net income$45,682 $15,946 $82,496 $34,005 
Earnings per share:  
Basic$0.84 $0.30 $1.52 $0.64 
Diluted$0.82 $0.30 $1.48 $0.63 
Cash dividends declared per common share:$0.12 $0.19 $0.24 $0.19 
Weighted average shares outstanding:  
Basic54,293,127 53,095,286 54,175,682 52,992,439 
Diluted55,646,387 53,661,876 55,652,332 53,944,616 
 
The accompanying notes are an integral part of these consolidated financial statements.

- 2 -


AAON, Inc. and Subsidiaries
Consolidated Statements of Stockholders' Equity
(Unaudited)
Six Months Ended June 30, 2023
 Common StockPaid-inRetained 
SharesAmountCapitalEarningsTotal
 (in thousands)
Balances at December 31, 2022
53,425 $214 $98,735 $461,765 $560,714 
Net income— — — 82,496 82,496 
Stock options exercised, restricted stock awards967 4 23,240 — 23,244 
granted, and contingent shares issued (Note 15)
     
Share-based compensation— — 7,823 — 7,823 
Stock repurchased and retired(13) (1,162)— (1,162)
Dividends— — — (13,004)(13,004)
Balances at June 30, 202354,379 $218 $128,636 $531,257 $660,111 
Three Months Ended June 30, 2023
Common StockPaid-inRetained
SharesAmountCapitalEarningsTotal
(in thousands)
Balances at March 31, 202354,202 $217 $117,077 $492,120 $609,414 
Net income— — — 45,682 45,682 
Stock options exercised and restricted178 1 7,387 — 7,388 
stock awards granted
Share-based compensation— — 4,304 — 4,304 
Stock repurchased and retired(1)— (132) (132)
Dividends— — — (6,545)(6,545)
Balances at June 30, 202354,379 $218 $128,636 $531,257 $660,111 
Six Months Ended June 30, 2022
Common StockPaid-inRetained
SharesAmountCapitalEarningsTotal
(in thousands)
Balances at December 31, 202152,528 $210 $81,654 $384,306 466,170 
Net income— — — 34,005 34,005 
Stock options exercised, restricted stock awards719 3 6,382 — 6,385 
granted, and contingent shares issued (Note 15)
Share-based compensation— — 6,908 — 6,908 
Stock repurchased and retired(120) (6,866) (6,866)
Contingent consideration
— — (6,000)— (6,000)
Dividends— — — (10,096)(10,096)
Balances at June 30, 202253,127 $213 $82,078 $408,215 $490,506 
Three Months Ended June 30, 2022
Common StockPaid-inRetained
SharesAmountCapitalEarningsTotal
(in thousands)
Balances at March 31, 202253,065 $212 $77,574 $402,370 $480,156 
Net income— — — 15,946 15,946 
Stock options exercised and restricted114 1 3,492 — 3,493 
stock awards granted
Share-based compensation— — 3,796 — 3,796 
Stock repurchased and retired(52) (2,784)— (2,784)
Dividends— — — (10,101)(10,101)
Balances at June 30, 202253,127 $213 $82,078 $408,215 $490,506 
The accompanying notes are an integral part of these consolidated financial statements.

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AAON, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(Unaudited)
 Six Months Ended 
 June 30,
 20232022
Operating Activities(in thousands)
Net income$82,496 $34,005 
Adjustments to reconcile net income to net cash provided by operating activities: 
Depreciation and amortization21,236 16,300 
Amortization of debt issuance cost32 21 
Amortization of right of use assets67 143 
(Recoveries of) provision for credit losses on accounts receivable, net of adjustments(171)181 
Provision for excess and obsolete inventories, net of write-offs1,458 148 
Share-based compensation7,823 6,908 
Loss (gain) on disposition of assets12 (12)
Foreign currency transaction (gain) loss(13)9 
Interest income on note receivable(10)(11)
Deferred income taxes(4,438)(127)
Changes in assets and liabilities:  
Accounts receivable(26,782)(53,736)
Income taxes(15,171)(1,895)
Inventories(17,927)(33,879)
Contract assets(4,711)(2,820)
Prepaid expenses and other long-term assets(2,502)(3,066)
Accounts payable(14,874)6,490 
Contract liabilities(1,162)22,217 
Extended warranties1,526 421 
Accrued liabilities and other long-term liabilities33,051 7,123 
Net cash provided by (used in) operating activities59,940 (1,580)
Investing Activities  
Capital expenditures(60,629)(27,227)
Cash paid for building (Note 18)
 (22,000)
Cash paid in business combination, net of cash acquired (249)
Proceeds from sale of property, plant and equipment104 12 
Principal payments from note receivable28 27 
Net cash used in investing activities(60,497)(49,437)
Financing Activities  
Proceeds from financing obligation, net of issuance costs6,061  
Payment related to financing costs(398) 
Borrowings under revolving credit facility279,961 94,900 
Payments under revolving credit facility(272,429)(28,651)
Principal payments on financing lease (28)
Stock options exercised23,244 6,385 
Repurchase of stock (5,912)
Employee taxes paid by withholding shares(1,162)(954)
Cash dividends paid to stockholders(13,004) 
Net cash provided by financing activities22,273 65,740 
Net increase in cash, cash equivalents and restricted cash21,716 14,723 
Cash, cash equivalents and restricted cash, beginning of period5,949 3,487 
Cash, cash equivalents and restricted cash, end of period$27,665 $18,210 

The accompanying notes are an integral part of these consolidated financial statements.

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AAON, Inc. and Subsidiaries
Notes to the Consolidated Financial Statements
(Unaudited)


1. General

Basis of Presentation

AAON, Inc. is a Nevada corporation which was incorporated on August 18, 1987. Our operating subsidiaries include AAON, Inc. ("AAON Oklahoma"), an Oklahoma corporation, AAON Coil Products, Inc. ("AAON Coil Products"), a Texas corporation, and BasX, Inc. ("BASX"), an Oregon corporation (collectively, the “Company”). The accompanying unaudited consolidated financial statements of AAON, Inc. and our operating subsidiaries, all of which are wholly-owned, have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and with the rules and regulations of the Securities and Exchange Commission (“SEC”).

Our financial statements consolidate all of our affiliated entities in which we have a controlling financial interest. Because we hold certain rights that give us the power to direct the activities of two variable interest entities ("VIEs") (Note 16) that most significantly impact the VIEs economic performance, combined with a variable interest that gives us the right to receive potentially significant benefits or the obligation to absorb potentially significant losses, we have a controlling financial interest in those VIEs.

These financial statements have not been audited by the Company's independent registered public accounting firm, except that the consolidated balance sheet at December 31, 2022 is derived from audited consolidated financial statements. Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. The financial statements reflect all adjustments (all of which are of a normal recurring nature) which are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented. Interim results are not necessarily indicative of the results that may be expected for a full year. Certain disclosures have been condensed in or omitted from these consolidated financial statements. The accompanying unaudited financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. All intercompany balances and transactions have been eliminated in consolidation.
 
We are 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, packaged outdoor mechanical rooms, air handling units, makeup air units, energy recovery units, condensing units, geothermal/water-source heat pumps, coils, and controls.

Use of Estimates
 
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Because these estimates and assumptions require significant judgment, actual results could differ from those estimates and could have a significant impact on our results of operations, financial position and cash flows. We reevaluate our estimates and assumptions as needed, but at a minimum on a quarterly basis. The most significant estimates include, but are not limited to, inventory valuation, inventory reserves, warranty accrual, medical insurance accrual, income taxes, useful lives of property, plant, and equipment, estimated future use of leased property, share-based compensation, business combinations, revenue percentage of completion and estimated costs to complete. Actual results could differ materially from those estimates.

Inflation and Labor Market

In 2022 and continuing into 2023, we have witnessed increases in our raw material and component prices. Due to our favorable liquidity position, we continue to make strategic purchases of materials when we see opportunities. We continue to manage the increase in the cost of raw materials through price increases for our products. We have also experienced supply chain challenges related to specific manufacturing parts, which we have managed through our strong vendor relationships as well as expanding our list of vendors.

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Additionally, we continue to experience challenges in a tight labor market, especially the hiring of both skilled and unskilled production labor. We have implemented the following wage increases to remain competitive and to attract and retain employees:
In March 2022, we awarded annual merit raises for an overall 3.0% increase to wages.
In October 2022, we implemented a cost of living increase of 3.5% in place for all employees
below the Senior Leadership Team ("SLT") level.
In March 2023, we awarded annual merit raises for an overall 3.9% increase to wages.

We will continue to implement human resource initiatives to retain and attract labor to further increase production capacity. Beginning in 2023, initiatives included changing our employee paid time off policy, historically awarded in arrears at the beginning of each quarter, to accrue ratably over each pay period. Additionally, we enhanced our benefits for short-term disability, life insurance, paid parental leave, and paid military leave.

Despite efforts to mitigate the impact of inflation, supply chain issues and the tight labor market, future disruptions, while temporary, could negatively impact our consolidated financial position, results of operations and cash flows.
Change in Estimate

During the first quarter of 2022, a review of the Company’s useful lives for certain sheet metal manufacturing equipment at our Longview, Texas location resulted in a change in estimate that increased the useful lives from between ten and twelve years to fifteen years. This determination was based on recent and estimated future production levels as well as management’s knowledge of the equipment and historical and future use of the equipment. The change in estimate was made prospectively and resulted in a decrease to depreciation expense within cost of sales on our consolidated statements of income of $1.8 million during the six months ended June 30, 2022.

WH Series and WV Series Water Source Heat Pump Units

As part of the normal course of business, management continually monitors the profitability of the Company's various product series offerings. During the third quarter of 2022, management made the decision to no longer produce our small packaged geothermal/water-source heat pump units consisting of the WH Series horizontal configuration and WV Series vertical configuration, from one-half to 12 1/2 tons ("WH/WV"). These WH/WV units were produced solely out of the AAON Oklahoma facility. Production of the remaining WH/WV backlog was completed during the second quarter 2023.

Accounting Policies
 
A comprehensive discussion of our critical accounting policies and management estimates is included in Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2022.

Fair Value Measurements

The carrying amounts of cash and cash equivalents, receivables, accounts payable, and accrued liabilities approximate fair value because of the short-term maturity of the items. The carrying amount of the Company’s revolving line of credit, and other payables, approximate their fair values either due to their short term nature, the variable rates associated with the debt or based on current rates offered to the Company for debt with similar characteristics.

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date. Fair value is based upon assumptions that market participants would use when pricing an asset or liability. We use the following fair value hierarchy, which prioritizes valuation technique inputs used to measure fair value into three broad levels:

Level 1: Quoted prices in active markets for identical assets and liabilities that we have the ability to access at the measurement date.
Level 2: Inputs (other than quoted prices included within Level 1) that are either directly or indirectly observable for the asset or liability, including (i) quoted prices for similar assets or liabilities in active markets, (ii) quoted prices for identical or similar assets or liabilities in inactive markets, (iii) inputs other than quoted prices that are observable for the asset or liability, and (iv) inputs that are derived from observable market data by correlation or other means.

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Level 3: Unobservable inputs for the asset or liability including situations where there is little, if any, market activity for the asset or liability. Items categorized in Level 3 include the estimated fair values of property, plant and equipment, intangible assets, contingent consideration, and goodwill acquired in a business combination.

The fair value hierarchy gives the highest priority to quoted prices in active markets (Level 1) and the lowest priority to unobservable inputs (Level 3). In some cases, the inputs used to measure fair value might fall into different levels of the fair value hierarchy. The lowest level input that is significant to a fair value measurement determines the applicable level in the fair value hierarchy. Assessing the significance of a particular input to a fair value measurement requires judgment, considering factors specific to the asset or liability.

Definite-Lived Intangible Assets

Our definite-lived intangible assets include various trademarks, service marks, and technical knowledge acquired in business combinations. We amortize our definite-lived intangible assets on a straight-line basis over the estimated useful lives of the assets. We evaluate the carrying value of our amortizable intangible assets for potential impairment when events and circumstances warrant such a review. 

Amortization is computed using the straight-line method over the following estimated useful lives:

Intellectual property30 years
Customer relationships14 years

Goodwill and Indefinite-Lived Intangible Assets

Goodwill represents the excess of the consideration paid for the acquired businesses over the fair value of the individual assets acquired, net of liabilities assumed. Goodwill and indefinite-lived intangible assets are not amortized, but instead are evaluated for impairment at least annually. We perform our annual assessment of impairment during the fourth quarter of our fiscal year, and more frequently if circumstances warrant.

The changes in the carrying amount of goodwill were as follows:

Six Months Ended June 30,
20232022
(in thousands)
Balance, beginning of period
$81,892 $85,727 
Additions due to acquisitions
  
Decreases due to business combination revisions1
 (3,835)
Balance, end of period$81,892 $81,892 
  1 Revisions related to the December 2021 acquisition of BASX.

Recent Accounting Pronouncements

Changes to U.S. GAAP are established by the Financial Accounting Standards Board ("FASB") in the form of Accounting Standards Updates ("ASUs") to the FASB's Accounting Standards Codification ("ASC"). We consider the applicability and impact of all ASUs. ASUs not listed or included within the Company's Annual Report on Form 10-K for the year ended December 31, 2022, were assessed and determined to be either not applicable or are expected to have minimal impact on our consolidated financial statements and notes thereto.


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2.  Revenue Recognition
 
The following tables show disaggregated net sales by reportable segment (Note 19) by major source, net of intercompany sales eliminations.

Three Months Ended June 30, 2023
AAON OklahomaAAON Coil ProductsBASXTotal
(in thousands)
Rooftop units$196,065 $ $ $196,065 
Condensing units61 11,329  11,390 
Air handlers 12,610 2,600 15,210 
Outdoor mechanical rooms 61  61 
Cleanroom systems  17,086 17,086 
Data center cooling solutions 1,794 15,877 17,671 
Water-source heat pumps398 3,086  3,484 
Part sales15,963  243 16,206 
Other1
5,727 1,201 (144)6,784 
$218,214 $30,081 $35,662 $283,957 
Three Months Ended June 30, 2022
AAON OklahomaAAON Coil ProductsBASXTotal
(in thousands)
Rooftop units$138,616 $ $ $138,616 
Condensing units 11,949  11,949 
Air handlers 11,540 2,945 14,485 
Outdoor mechanical rooms 260  260 
Cleanroom systems  8,246 8,246 
Data center cooling solutions  12,837 12,837 
Water-source heat pumps1,876 1,798  3,674 
Part sales13,857  331 14,188 
Other1
3,132 1,207 220 4,559 
$157,481 $26,754 $24,579 $208,814 
 1 Other sales include freight, extended warranties and miscellaneous revenue.

- 8 -


Six Months Ended June 30, 2023
AAON OklahomaAAON Coil ProductsBASXTotal
(in thousands)
Rooftop units$376,091 $ $ $376,091 
Condensing units61 26,607  26,668 
Air handlers 24,831 5,638 30,469 
Outdoor mechanical rooms208 212  420 
Cleanroom systems  29,708 29,708 
Data center cooling solutions 3,240 30,353 33,593 
Water-source heat pumps3,128 6,166  9,294 
Part sales29,867 1 491 30,359 
Other1
10,861 2,436 11 13,308 
$420,216 $63,493 $66,201 $549,910 
Six Months Ended June 30, 2022
AAON OklahomaAAON Coil ProductsBASXTotal
(in thousands)
Rooftop units$260,322 $ $ $260,322 
Condensing units242 20,925  21,167 
Air handlers 20,978 4,284 25,262 
Outdoor mechanical rooms554 370  924 
Cleanroom systems  16,285 16,285 
Data center cooling solutions  23,705 23,705 
Water-source heat pumps4,862 4,151  9,013 
Part sales24,073  331 24,404 
Other1
7,295 2,265 943 10,503 
$297,348 $48,689 $45,548 $391,585 
 1 Other sales include freight, extended warranties and miscellaneous revenue.

Due to the highly customized nature of many of the Company’s products and each product not having an alternative use to the Company without significant costs to the Company, the Company recognizes revenue over time as progress is made toward satisfying the performance obligations of each contract. The Company has formal cancellation policies and generally does not accept returns on these units. As a result, many of the Company’s products do not have an alternative use and therefore, for these products we recognize revenue over the time it takes to produce the unit.

Contract costs include direct materials, direct labor, installation, freight and delivery, commissions and royalties. Other costs not related to contract performance, such as indirect labor and materials, small tools and supplies, operating expenses, field rework and back charges are charged to expense as incurred. Provisions for estimated losses on contracts in progress are made in the period in which such losses are determined. Changes in job performance, job conditions, and estimated profitability, including those arising from contract penalty provisions and final contract settlements, may result in revisions to costs and income, and are estimated and recognized by the Company throughout the life of the contract. The aggregate of costs incurred and income recognized on uncompleted contracts in excess of billings is shown as a contract asset within our consolidated balance sheets, and the aggregate of billings on uncompleted contracts in excess of related costs incurred and income recognized is shown as a contract liability within our consolidated balance sheets.

For all other products that are part sales or standardized units, the Company recognizes revenue, presented net of sales tax, when it satisfies the performance obligation in its contracts. As the primary performance obligation in such a contract is

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delivery of the requested manufactured equipment, we satisfy the performance obligation when the control is passed to the customer, generally at time of shipment. Final sales prices are fixed based on purchase orders.

Sales allowances and customer incentives are treated as reductions to sales and are provided for based on historical experiences and current estimates.

Historically, sales of our products were moderately seasonal with the peak period being May-October of each year due to timing of construction projects being directly related to warmer weather. However, in recent years, given the increases in demand of our product and increases in our backlog, sales have become more constant throughout the year.

Product Warranties

A provision is made for the estimated cost of maintaining product warranties to customers at the time the product is sold based upon historical claims experience by product line. The Company records a liability and an expense for estimated future warranty claims based upon historical experience and management’s estimate of the level of future claims. Changes in the estimated amounts recognized in prior years are recorded as an adjustment to the liability and expense in the current year.

The Company also sells extended warranties on parts for various lengths of time ranging from six months to 10 years. Revenue for these separately priced warranties is deferred and recognized on a straight-line basis over the separately priced warranty period.

Representatives and Third Party Products

We are responsible for billings and collections resulting from all sales transactions, including those initiated by our independent manufacturer representatives (“Representatives”). Representatives are national companies that are in the business of providing HVAC units and other related products and services to customers. The end user customer orders a bundled group of products and services from the Representative and expects the Representative to fulfill the order. These additional products and services may include controls purchased from another manufacturer to operate the unit, start-up services, and curbs for supporting the unit (“Third Party Products”). All are associated with the purchase of a HVAC unit but may be provided by the Representative or another third party. Only after the specifications are agreed to by the Representative and the customer, and the decision is made to use an AAON HVAC unit, will we receive notice of the order. We establish the amount we must receive for our HVAC unit (“minimum sales price”), but do not control the total order price that is negotiated by the Representative with the end user customer. The Representatives submit the total order price to us for invoicing and collection. The total order price includes our minimum sales price and an additional amount which may include both the Representatives’ fee and amounts due for additional products and services required by the customer. The Company is considered the principal for the equipment we design and manufacture and records that revenue. The Company has no control over the Third Party Products to the end customer and the Company is under no obligation related to the Third Party Products. Amounts related to Third Party Products are not recognized as revenue but are recorded as a liability and are included in accrued liabilities on the consolidated balance sheets.

The Representatives’ fee and Third Party Products amounts (“Due to Representatives”) are paid only after all amounts associated with the order are collected from the customer. The amount of payments to our Representatives were $13.0 million and $11.4 million for the three months ended June 30, 2023 and 2022, respectively, and $26.3 million and $17.9 million for the six months ended June 30, 2023 and 2022, respectively.
 


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3. Leases

The Company has various lease arrangements for certain manufacturing and warehousing facilities, equipment rental, as well as administrative facilities. Currently, all leases are classified as operating leases.

The following table presents the balances by lease type:
Balance Sheet ClassificationJune 30, 2023December 31, 2022
Operating Leases
Right of use assetsRight of use assets$7,378 $7,123 
Lease liability, short-termAccrued liabilities$1,607 $1,254 
Lease liability, long-termOther long-term liabilities$5,962 $5,993 

Since 2018, the Company has leased the manufacturing, engineering and office space used by our operations in Parkville, Missouri, which is classified as an operating lease. In October 2022, the Parkville, Missouri lease was amended to expand our manufacturing and office space from 51,000 square feet to 86,000 square feet. The amended lease provides for approximately 31,000 square feet of additional manufacturing and engineering space and approximately 4,000 square feet of additional office space. The amended lease extends the lease term through December 31, 2032.

In November 2022, the Company entered into a lease agreement for land and facilities in Tulsa, Oklahoma which provides an additional 198,000 square feet to support our operations. The lease term will expire October 31, 2025.

On July 28, 2023, the Company entered into a lease agreement with a start date of September 1, 2023, for land and approximately 72,000 square feet of facilities in Redmond, Oregon to support our manufacturing operations. The lease term is approximately five years with additional renewal options. This lease will be classified as an operating lease starting in third quarter of 2023.


`
4.  Accounts Receivable

Accounts receivable and the related allowance for credit losses are as follows:
 
 June 30,
2023
December 31, 2022
 (in thousands)
Accounts receivable$154,417 $127,635 
Less:  Allowance for credit losses(306)(477)
Total, net
$154,111 $127,158 

 
 Three Months EndedSix Months Ended
 June 30,
2023
June 30,
2022
June 30,
2023
June 30,
2022
Allowance for credit losses:(in thousands)
Balance, beginning of period$421 $837 $477 $549 
(Recoveries of) provisions for expected credit(115)(107)(171)181 
losses, net of adjustments
Accounts receivable written off, net of recoveries
 (167) (167)
Balance, end of period$306 $563 $306 $563 
 

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5.  Inventories

Inventories are valued at the lower of cost or net realizable value. Cost is determined by the first-in, first-out (“FIFO”) method. We establish an allowance for excess and obsolete inventories based on product line changes, the feasibility of substituting parts and the need for supply and replacement parts.

The components of inventories and related changes in the allowance for excess and obsolete inventories account are as follows:

 June 30,
2023
December 31, 2022
 (in thousands)
Raw materials$210,937 $194,159 
Work in process4,087 3,501 
Finished goods5,665 5,806 
Total, gross
220,689 203,466 
Less:  Allowance for excess and obsolete inventories(5,281)(4,527)
Total, net
$215,408 $198,939 

  Three Months EndedSix Months Ended
 June 30,
2023
June 30,
2022
June 30,
2023
June 30,
2022
Allowance for excess and obsolete inventories:(in thousands)
Balance, beginning of period$4,748 $2,007 $4,527 $1,787 
Provision for (recoveries of) excess and794 (72)1,458 148 
     obsolete inventories
Inventories written off(261)(64)(704)(64)
Balance, end of period$5,281 $1,871 $5,281 $1,871 



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6.  Intangible assets

Our intangible assets consist of the following:
 June 30, 2023December 31, 2022
Definite-lived intangible assets(in thousands)
Intellectual property$6,295 $6,295 
Customer relationships47,547 47,547 
Less:  Accumulated amortization(5,610)(3,807)
               Total, net48,232 50,035 
Indefinite-lived intangible assets
Trademarks14,571 14,571 
Total intangible assets, net$62,803 $64,606 

Amortization expense recorded in cost of sales is as follows:
 Three Months EndedSix Months Ended
 June 30,
2023
June 30,
2022
June 30,
2023
June 30,
2022
(in thousands)
Amortization expense$901 $901 $1,803 $1,796 

Excluding the impact of any future acquisitions, the Company anticipates amortization expense to be $3.6 million for each of the years ending 2023 through 2027.


7.  Supplemental Cash Flow Information

 
 Three Months EndedSix Months Ended
 June 30,
2023
June 30,
2022
June 30,
2023
June 30,
2022
Supplemental disclosures:(in thousands)
Interest paid$1,506 $418 $2,627 $533 
Income taxes paid$33,471 $10,805 $33,643 $10,981 
Non-cash investing and financing activities:  
Non-cash capital expenditures$1,205 $221 $1,571 $679 
Dividends declared$ $10,096 $ $10,096 
 

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8.  Warranties

The Company has product warranties with various terms from one year from the date of first use or 18 months for parts, data center cooling solutions, and cleanroom systems to 25 years for certain heat exchangers. The Company has an obligation to replace parts if conditions under the warranty are met. A provision is made for estimated warranty costs at the time the related products are sold based upon the warranty period, historical trends, new products, and any known identifiable warranty issues.  

Changes in the warranty accrual are as follows:
 Three Months EndedSix Months Ended
 June 30,
2023
June 30,
2022
June 30,
2023
June 30,
2022
Warranty accrual:(in thousands)
Balance, beginning of period$16,209 $13,707 $15,682 $13,769 
Payments made(2,435)(1,679)(4,316)(2,898)
Warranty expense3,126 2,353 5,534 3,510 
Balance, end of period$16,900 $14,381 $16,900 $14,381 
 

9.  Accrued Liabilities and Other Long-Term Liabilities

Accrued liabilities were comprised of the following:
 June 30,
2023
December 31, 2022
 (in thousands)
Warranty$16,900 $15,682 
Due to representatives17,282 15,545 
Payroll15,190 11,901 
Profit sharing6,087 5,451 
Workers' compensation399 367 
Medical self-insurance1,536 1,178 
Customer prepayments24,510 3,750 
Donations, short-term390 637 
Accrued income taxes 12,472 
Employee vacation time9,726 6,329 
Lease liability, short-term1,607 1,254 
Property taxes1,722  
Extended warranties, short-term2,589 1,330 
Other3,263 2,734 
Total
$101,201 $78,630 


Other long-term liabilities were comprised of the following:
 
 June 30,
2023
December 31, 2022
 (in thousands)
Lease liability$5,962 $5,993 
Extended warranties4,806 4,539 
Donations and other596 976 
Total
$11,364 $11,508 

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10.  Revolving Credit Facility

On May 27, 2022, we amended our $100.0 million Amended and Restated Loan Agreement dated November 24, 2021 (as amended, “Revolver”), to provide for maximum borrowings of $200.0 million. As of June 30, 2023 and December 31, 2022, we had $78.5 million and $71.0 million outstanding under the Revolver, respectively. We have one standby letter of credit totaling $0.3 million as of June 30, 2023. Borrowings available under the Revolver at June 30, 2023 were $121.2 million. The Revolver expires on May 27, 2027. On April 20, 2023, we amended the Revolver to allow for the occurrence of transactions associated with the New Markets Tax Credit executed on April 25, 2023 (Note 16).

Any outstanding loans under the Revolver bear interest at the daily compounded secured overnight financing rate ("SOFR") plus the applicable margin. Applicable margin, ranging from 1.25% - 1.75%, is determined quarterly based on the Company's leverage ratio. The Company is also subject to letter of credit fees, ranging from 1.25% - 1.75%, and a commitment fee, ranging from 0.10% - 0.20%. The applicable fee percentage is determined quarterly based on the Company's leverage ratio. The weighted average interest rate on borrowings outstanding on the Revolver was 6.3% and 6.2% for the three and six months ended June 30, 2023, respectively, as compared to 1.9% and 1.7% for the three and six months ended June 30, 2022, respectively. Fees associated with the unused portion of the committed amount are included in interest expense on our consolidated statements of income for the three and six months ended June 30, 2023 and 2022.

If SOFR cannot be determined pursuant to the definition, as defined by the Revolver agreement, any outstanding affected loans will be deemed to have been converted into alternative base rate ("ABR") loans. ABR loans would bear interest at a rate per annum equal to the highest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Rate in effect on such day plus 0.50%, or (c) daily simple SOFR for a one-month tenor in effect on such day plus 1.00%.

At June 30, 2023, we were in compliance with our covenants, as defined by the Revolver. Our financial covenants require that we meet certain parameters related to our leverage ratio. At June 30, 2023, our leverage ratio was 0.37 to 1.0, which meets the requirement of not being above 3 to 1.


11.  Income Taxes

The provision (benefit) for income taxes consists of the following:
 Three Months EndedSix Months Ended
 June 30,
2023
June 30,
2022
June 30,
2023
June 30,
2022
 (in thousands)
Current$13,037 $5,277 $18,472 $9,086 
Deferred(5,359)(1,100)(4,438)(127)
     Income tax provision$7,678 $4,177 $14,034 $8,959 

The provision for income taxes differs from the amount computed by applying the Federal statutory income tax rate before the provision for income taxes.

The reconciliation of the Federal statutory income tax rate to the effective income tax rate is as follows:

 Three Months EndedSix Months Ended
 June 30,
2023
June 30,
2022
June 30,
2023
June 30,
2022
Federal statutory rate21.0 %21.0 %21.0 %21.0 %
State income taxes, net of Federal benefit4.6 6.3 4.4 4.5 
Excess tax benefits related to share-based compensation (Note 12)
(3.8)(1.0)(6.0)(1.7)
Return to provision (1.2)(0.1)(0.6)
Research and development credits(1.2)(1.5)(1.3)(1.2)
Change in valuation allowance (Oklahoma Investment Credit)(5.8) (3.2) 
Other(0.4)(2.8)(0.3)(1.1)
     Effective tax rate14.4 %20.8 %14.5 %20.9 %

- 15 -


We have historically earned investment tax credits from the state of Oklahoma’s manufacturing property investment program. We use the flow-through method to account for investment tax credits earned on eligible tangible asset expenditures. Under this method, the investment tax credits are recognized as a reduction to our Oklahoma income tax expense in the year they are used. As part of our expansion projects in Oklahoma, we identified a separate, more advantageous Oklahoma credit program (non income tax related) which will cause us to discontinue our accumulation of credits for Oklahoma’s manufacturing property investment program after the 2022 tax year.

The Company had investment tax credit carryforwards with a valuation allowance reserved against them as we did not have sufficient taxable income to utilize the carryforwards, in part because we generated more credit each year than we were able to utilize. Because the Company will not generate additional excess credits after our 2022 tax year, we will be able to use our credit carryforwards against future taxable income and the related valuation allowance was reversed resulting in a one-time benefit of $3.1 million to the income tax provision for the three and six months ended June 30, 2023. As of June 30, 2023, we have investment tax credit carryforwards of approximately $4.9 million. These credits have estimated expirations from the year 2039 through 2043.

The Company's estimated annual 2023 effective tax rate, excluding discrete events, is approximately 24.1%. We file income tax returns in the U.S., state and foreign income tax returns jurisdictions. We are subject to U.S. income tax examinations for tax years 2019 to present, and to non-U.S. income tax examinations for the tax years 2018 to present. In addition, we are subject to state and local income tax examinations for the tax years 2018 to present. The Company continues to evaluate its need to file returns in various state jurisdictions. Any interest or penalties would be recognized as a component of income tax expense.


12. Share-Based Compensation

On May 22, 2007, our stockholders adopted a Long-Term Incentive Plan (“LTIP”) which provided an additional 3.3 million shares that could be granted in the form of stock options, stock appreciation rights, restricted stock awards, performance units and performance awards. Under the LTIP, the exercise price of shares granted could not be less than 100% of the fair market value at the date of the grant.

On May 24, 2016, our stockholders adopted the 2016 Long-Term Incentive Plan ("2016 Plan") which provides for approximately 8.9 million shares, comprised of 3.4 million new shares provided for under the 2016 Plan, approximately 0.4 million shares that were available for issuance under the previous LTIP that are now authorized for issuance under the 2016 Plan, approximately 2.6 million shares that were approved by the stockholders on May 15, 2018, and an additional 2.5 million shares that were approved by the stockholders on May 12, 2020.

Under the 2016 Plan, shares can be granted in the form of stock options, stock appreciation rights, restricted stock awards, performance awards, dividend equivalent rights, and other awards. Under the 2016 Plan, the exercise price of shares granted may not be less than 100% of the fair market value at the date of the grant. The 2016 Plan is administered by the Compensation Committee of the Board of Directors or such other committee of the Board of Directors as is designated by the Board of Directors (the “Committee”). Membership on the Committee is limited to independent directors. The Committee may delegate certain duties to one or more officers of the Company as provided in the 2016 Plan. The Committee determines the persons to whom awards are to be made, determines the type, size and terms of awards, interprets the 2016 Plan, establishes and revises rules and regulations relating to the 2016 Plan and makes any other determinations that it believes necessary for the administration of the 2016 Plan.


- 16 -


Options

The following weighted average assumptions were used to determine the fair value of the stock options granted on the original grant date for expense recognition purposes for options granted during the six months ended June 30, 2023 and 2022 using a Black Scholes-Merton Model:
 Six months ended
 June 30, 2023June 30, 2022
Directors and SLT1:
  
Expected (annual) dividend rate$0.48$0.38
Expected volatility37.89%35.95%
Risk-free interest rate4.39%2.17%
Expected life (in years)4.04.0
Employees:  
Expected (annual) dividend rate$0.48$0.38
Expected volatility38.52%37.29%
Risk-free interest rate4.40%2.11%
Expected life (in years)3.03.0
1 SLT consists of officers and key members of management.
 
The expected term of the options is based on evaluations of historical and expected future employee exercise behavior. The risk-free interest rate is based on the U.S. Treasury rates at the date of grant with maturity dates approximately equal to the expected life at the grant date. Volatility is based on historical volatility of our stock over time periods equal to the expected life at grant date.
 
The following is a summary of stock options vested and exercisable as of June 30, 2023:

 
Range of
Exercise
Prices
Number
of
Shares
Weighted
Average
Remaining
Contractual Life
(in years)
Weighted
Average
Exercise
Price
Intrinsic
Value
(in thousands)
$20.92 -$41.37 1,048,962 4.79$37.06 $60,579 
$42.42 -$55.30 364,787 6.9946.34 17,682 
$55.50 -$97.89 137,879 7.6672.62 3,060 
Total1,551,628 5.56$42.40 $81,321 
 
A summary of stock option activity under the plans is as follows:

Stock OptionsSharesWeighted
Average
Exercise
Price
Outstanding at December 31, 2022
3,040,347 $45.20 
Granted
213,164 91.49 
Exercised
(532,830)43.62 
Forfeited or Expired
(38,727)51.88 
Outstanding at June 30, 2023
2,681,954 $49.09 
Exercisable at June 30, 2023
1,551,628 $42.40 
 
The total pre-tax compensation cost related to unvested stock options not yet recognized as of June 30, 2023 is $13.1 million and is expected to be recognized over a weighted average period of approximately 1.6 years.


- 17 -


The total intrinsic value of options exercised during the six months ended June 30, 2023 and 2022 was $25.3 million and $3.5 million, respectively. The cash received from options exercised during the six months ended June 30, 2023 and 2022 was $23.2 million and $6.4 million, respectively. The impact of these cash receipts is included in financing activities in the accompanying consolidated statements of cash flows.

Restricted Stock

The fair value of restricted stock awards is based on the fair market value of AAON, Inc. common stock on the respective grant dates, reduced for the present value of dividends. At June 30, 2023, unrecognized compensation cost related to unvested restricted stock awards was approximately $6.6 million, which is expected to be recognized over a weighted average period of approximately 1.8 years.

A summary of the unvested restricted stock awards is as follows:
SharesWeighted
Average
Grant Date
Fair Value
Unvested at December 31, 2022
144,826 $50.00 
Granted
46,492 89.26 
Vested
(60,373)48.67 
Forfeited
(1,112)56.35 
Unvested at June 30, 2023
129,833 $64.62 

PSUs

We have awarded performance restricted stock units ("PSUs") to certain officers and employees under our 2016 Plan. Unlike our restricted stock awards, these PSUs are not considered legally outstanding and do not accrue dividends during the vesting period. These PSUs vest based on the level of achievement with respect to the Company's total shareholder return ("TSR") benchmarked against similar companies included in the capital goods sector of the S&P SmallCap 600 Index. The TSR measurement period is three years. At the end of the measurement period, each award will be converted into common stock at 0% to 200% of the PSUs held, depending on overall TSR as compared to the S&P SmallCap 600 Index benchmark companies.

The total pre-tax compensation cost related to unvested PSUs not yet recognized as of June 30, 2023 is $5.7 million and is expected to be recognized over a weighted average period of approximately 2.0 years.

The following weighted average assumptions were used to determine the fair value of the PSUs granted on the original grant date for expense recognition purposes for PSUs granted during the six months ended June 30, 2023 and 2022 using a Monte Carlo Model:
 Six months ended
 June 30, 2023June 30, 2022
 
Expected (annual) dividend rate$0.48$0.38
Expected volatility32.71%37.60%
Risk-free interest rate4.66%2.00%
Expected life (in years)2.82.8
 
The expected term of the PSUs is based on their remaining performance period. The risk-free interest rate is based on the U.S. Treasury rates at the date of grant with maturity dates approximately equal to the expected life at the grant date. Volatility is based on historical volatility of our stock over time periods equal to the expected life at grant date.


- 18 -


A summary of the unvested PSUs is as follows:
SharesWeighted
Average
Grant Date
Fair Value
Unvested at December 31, 2022
62,659 $54.92 
Granted
38,759 126.61 
Vested
  
Forfeited
  
Unvested at June 30, 20231
101,418 $82.32 
1Consists of 14,817 PSUs cliff vesting December 31, 2023, 47,842 PSUs cliff vesting December 31, 2024, and 38,759 PSUs cliff vesting December 31, 2025.

Key Employee Awards

As part of the December 2021 acquisition of BASX, the Company granted awards to key employees of BASX ("Key Employee Awards"). Unlike our restricted stock awards under the 2016 Plan, the Key Employee Awards are not considered legally outstanding and do not accrue dividends during the vesting period. The potential future issuance of the Key Employee Awards is contingent upon BASX meeting certain post-closing earn-out milestones during each of the years ending 2021, 2022 and 2023 as defined by the BASX acquisition membership interest purchase agreement ("MIPA Agreement") and continued employment with the Company. At the end of the earn-out period, ending December 31, 2023, each eligible Key Employee Award will vest and be converted into common stock. The fair value of Key Employee Awards is based on the fair market value of AAON common stock on the grant date.

The total pre-tax compensation cost related to unvested Key Employee Awards not yet recognized as of June 30, 2023 is $0.5 million and is expected to be recognized over a weighted average period of approximately 0.5 years.

A summary of the unvested Key Employee Awards is as follows:
SharesWeighted
Average
Grant Date
Fair Value
Unvested at December 31, 2022
26,599 $80.18 
Granted
  
Vested
  
Forfeited
  
Unvested at June 30, 2023
26,599 $80.18 

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Share-Based Compensation

A summary of share-based compensation is as follows:

Three Months EndedSix Months Ended
 June 30,
2023
June 30,
2022
June 30,
2023
June 30,
2022
Grant date fair value of awards during the period:(in thousands)
Options$445 $650 $5,118 $5,499 
PSUs1,666 219 4,907 2,081 
Restricted stock1,244 1,018 4,150 3,155 
Total$3,355 $1,887 $14,175 $10,735 
Share-based compensation expense:
Options$2,311 $2,339 $4,376 $4,379 
PSUs716 292 1,083 477 
Restricted stock1,024 843 1,850 1,522 
Key employee awards253 322 514 530 
Total$4,304 $3,796 $7,823 $6,908 
Income tax benefit related to share-based compensation:
Options$1,840 $198 $5,161 $491 
Restricted stock199 9 664 228 
Total$2,039 $207 $5,825 $719 
 

Share-based compensation expense is recognized on a straight-line basis over the service period of the related share-based compensation award. Historically, stock options and restricted stock awards, granted to employees, vested at a rate of 20% per year. Restricted stock awards granted to directors historically vested one-third each year or, if granted on or after May 2019, vest over the shorter of directors' remaining elected term or one-third each year. As of March 2021, all new grants of stock options and restricted stock awards, granted to employees, vest at a rate of 33.3% per year. Forfeitures are accounted for as they occur.

Historically, if the employee or director is retirement eligible (as defined by the applicable LTIP or 2016 Plan) or becomes retirement eligible during the service period of the related share-based compensation award, the service period (and compensation expense recognition) is the lesser of 1) the grant date, if retirement eligible on grant date, or 2) the period between grant date and retirement eligible date. All stock options and restricted stock awards granted on or after March 1, 2020 to retirement eligible employees or directors contain a one-year employment requirement (minimum service period) or the entire award is forfeited. Forfeitures are accounted for as they occur.

The PSUs cliff vest on December 31, at the end of the third year from the date of grant. Share-based compensation expense is recognized on a straight-line basis over the service period of PSUs. The PSUs are subject to several service and market conditions, as defined by the PSU agreement, which allows the holder to retain a pro-rata amount of awards as a result of certain termination conditions, retirement, change in common control, or death. Forfeitures are accounted for as they occur.

The Key Employee Awards cliff vest on December 31, 2023. Share-based compensation expense is recognized on a straight-line basis over the service period of the Key Employee Awards when it is probable that the performance conditions will be satisfied. The Key Employee Awards are subject to several service and performance conditions, as defined by the Key Employee Award agreement, which allows the holder to retain an amount of the awards as a result of certain termination conditions or change in common control. Forfeitures are accounted for as they occur.

- 20 -



13. Employee Benefits

Defined Contribution Plan - 401(k)

We sponsor a defined contribution plan (the “Plan”). Eligible employees may make contributions in accordance with the Plan and IRS guidelines. In addition to the traditional 401(k), eligible employees are given the option of making an after-tax contribution to a Roth 401(k) or a combination of both. The Plan provides for automatic enrollment and for an automatic increase to the deferral percentage at January 1st of each year and each year thereafter. Eligible employees are automatically enrolled in the Plan at a 6% deferral rate and currently contributing employees deferral rates will be increased to 6% unless their current rate is at or above 6% or the employee elects to decline the automatic enrollment or increase. Administrative expenses are paid for by Plan participants. The Company paid no administrative expenses during the six months ended June 30, 2023 and 2022.

The Company matches 175% up to 6% of employee contributions of eligible compensation. Additionally, Plan participant forfeitures are used to reduce the cost of the Company contributions.

Three Months EndedSix Months Ended
 June 30,
2023
June 30,
2022
June 30,
2023
June 30,
2022
(in thousands)
Contributions, net of forfeitures, made to the defined contribution plan$3,408 $3,273 $8,667 $6,579 

Profit Sharing Bonus Plans

We maintain a discretionary profit sharing bonus plan under which approximately 10% of pre-tax profit from AAON Oklahoma and AAON Coil Products is paid to eligible employees on a quarterly basis in order to reward employee productivity. Eligible employees are regular full-time employees of AAON Oklahoma or AAON Coil Products who are actively employed and working on the first and last days of the calendar quarter and who were employed full-time for at least three full months prior to the beginning of the calendar quarter, excluding the Company's senior leadership team.

BASX has a separate employee incentive program (EIP) under which 5% of BASX's pre-tax profit, plus certain add backs, is paid ratably to eligible employees based on days-of-pay during the fiscal year. Eligible employees are regular full-time and part-time employees who have worked during the year and are still employed when the EIP payment is made following the end of the fiscal year, excluding members of BASX's senior leadership team and any employee paid commissions or royalties.

Three Months EndedSix Months Ended
 June 30,
2023
June 30,
2022
June 30,
2023
June 30,
2022
(in thousands)
Profit sharing bonus plan and employee incentive plan expense$5,952 $2,146 $10,818 $4,815 


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Employee Medical Plan

At AAON Oklahoma and AAON Coil Products, we self-insure for our employees' health insurance, and make medical claim payments up to certain stop-loss amounts. We estimate our self-insurance liabilities using an analysis provided by our claims administrator and our historical claims experience. Eligible employees are regular full-time employees who are actively employed and working. Participants are expected to pay a portion of the premium costs for coverage of the benefits provided under the Plans. In addition, the Company matches 175% of a participating AAON Oklahoma and AAON Coil Products employee's allowed contributions to a qualified health saving account to assist employees with health insurance plan deductibles.

BASX is insured for healthcare coverage through a third party. Eligible employees are regular full-time employees who are actively employed and working. Participants are expected to pay a portion of the premium costs for coverage of the benefits provided under the Plans. In addition, the Company contributes certain amounts for BASX's employees enrolled in a high deductible plan to a qualified health savings account to assist employees with health insurance plan deductibles.
Three Months EndedSix Months Ended
 June 30,
2023
June 30,
2022
June 30,
2023
June 30,
2022
(in thousands)
Medical premium payments$4,132 $2,043 $6,800 $3,989 
Health saving account contributions1,198 964 2,258 1,903 


14.  Earnings Per Share

Basic net income per share is calculated by dividing net income by the weighted average number of shares of common stock outstanding during the period. Diluted net income per share assumes the conversion of all potentially dilutive securities and is calculated by dividing net income by the sum of the weighted average number of shares of common stock outstanding plus all potentially dilutive securities. Dilutive common shares consist primarily of stock options and restricted stock awards.

The following table sets forth the computation of basic and diluted earnings per share for the three and six months ended June 30, 2023 and 2022:
 Three Months EndedSix Months Ended
 June 30,
2023
June 30,
2022
June 30,
2023
June 30,
2022
Numerator:(in thousands, except share and per share data)
Net income
$45,682 $15,946 $82,496 $34,005 
Denominator:  
Basic weighted average shares
54,293,127 53,095,286 54,175,682 52,992,439 
Effect of dilutive shares related to stock based compensation1
1,353,260 566,590 1,334,800 747,998 
Effect of dilutive shares related to contingent consideration2
  141,850 204,179 
Diluted weighted average shares
55,646,387 53,661,876 55,652,332 53,944,616 
Earnings per share:  
Basic
$0.84 $0.30 $1.52 $0.64 
Dilutive
$0.82 $0.30 $1.48 $0.63 
Anti-dilutive shares:  
Shares
231,579 879,554 175,936 658,595 
1 Dilutive shares related to stock options, restricted stock, PSUs and Key Employee Awards (Note 12)
2 Dilutive shares related to contingent shares issued to the former owners of BASX (Note 15)


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15. Stockholders’ Equity

Stock Repurchases

The Board has authorized one active stock repurchase program for the Company. The Company may purchase shares on the open market from time to time. The Board must authorize the timing and amount of these purchases and all repurchases are in accordance with the rules and regulations of the SEC allowing the Company to repurchase shares from the open market.

Our open market repurchase programs are as follows:
Effective DateAuthorized Repurchase $Expiration Date
March 13, 2020$20 millionNovember 9, 2022
November 3, 2022$50 million
** 1
1 Expiration Date is at Board's discretion. The Company is authorized to effectuate repurchases of the Company's common stock on terms and conditions approved in advance by the Board.

The Company repurchases shares of AAON, Inc. stock from employees for payment of statutory tax withholdings on stock transactions. All other repurchases from directors or employees are contingent upon Board approval. All repurchases are done at current market prices.

Lastly, the Company also had a stock repurchase arrangement by which employee-participants in our 401(k) savings and investment plan were entitled to have shares in AAON, Inc. stock in their accounts sold to the Company. The 401(k) Plan was amended in June 2022 to discontinue this program. No additional shares have been purchased by the Company under this arrangement since June 2022.

Our repurchase activity is as follows:
Six Months Ended
June 30, 2023June 30, 2022
(in thousands, except share and per share data)
ProgramSharesTotal $$ per shareSharesTotal $$ per share
Open market $ $  $ $ 
401(k)   103,936 5,913 56.89 
Employees13,083 1,162 88.82 16,183 953 58.89 
Total
13,083 $1,162 $88.82 120,119 $6,866 $57.16 

Our repurchase activity since Company inception, including our current authorized stock repurchase programs, are as follows:

Inception toJune 30, 2023
(in thousands, except share and per share data)
ProgramSharesTotal $$ per share
Open market4,327,367 $81,616 $18.86 
401(k)8,308,368 171,789 20.68 
Directors and employees2,058,038 24,522 11.92 
Total
14,693,773 $277,927 $18.91 


Cash Dividends

At the discretion of the Board, we pay cash dividends. Board approval is required to determine the date of declaration and amount for each cash dividend payment.


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Our recent cash dividends are as follows:

Declaration Date1
Record DatePayment DateDividend
per Share
 Annualized Dividend
per Share
May 18, 2022June 3, 2022July 1, 2022$0.19$0.38
November 8, 2022November 28, 2022December 16, 2022$0.24$0.48
March 1, 2023March 13, 2023March 31, 2023$0.12$0.48
May 18, 2023June 9, 2023June 30, 2023$0.12$0.48
1 Effective with the cash dividend declared on March 1, 2023 (paid on March 31, 2023), the Company moved from semi-annual cash dividends to quarterly cash dividends.

Stock Split

On July 7, 2023, the Board of Directors declared a three-for-two stock split of the Company's common stock to be paid in the form of a stock dividend. Stockholders of record at the close of business on July 28, 2023 will receive one additional share for every two shares they hold as of that date on August 16, 2023 (ex-dividend date August 17, 2023).

Pro Forma Results of Stock Split

The retroactive effect of the stock split, which will occur in the third quarter of 2023, will result in an insignificant (less than $0.1 million) reclass between common stock and retained earnings within stockholders' equity on the consolidated balance sheet. The following table sets forth the pro forma computation of basic and diluted earnings per share for the three and six months ended June 30, 2023 and 2022:
(unaudited)
 Three Months EndedSix Months Ended
 June 30,
2023
June 30,
2022
June 30,
2023
June 30,
2022
Numerator:(in thousands, except share and per share data)
Net income
$45,682 $15,946 $82,496 $34,005 
Denominator:  
Basic weighted average shares
81,439,691 79,642,930 81,263,523 79,488,659 
Effect of dilutive shares related to stock based compensation1
2,029,890 849,885 2,002,199 1,121,997 
Effect of dilutive shares related to contingent consideration2
  212,776 306,269 
Diluted weighted average shares
83,469,581 80,492,815 83,478,498 80,916,925 
Earnings per share:  
Basic
$0.56 $0.20 $1.02 $0.43 
Dilutive
$0.55 $0.20 $0.99 $0.42 
Anti-dilutive shares:  
Shares
347,368 1,319,331 263,905 987,893 
1 Dilutive shares related to stock options, restricted stock, PSUs and Key Employee Awards (Note 12)
2 Dilutive shares related to contingent shares issued to the former owners of BASX (Note 15)

The unaudited pro forma financial information was prepared in accordance with GAAP and is not necessarily indicative of the results of operations that would have occurred if the stock split had been effective before the date indicated above, nor is it indicative of the future operating results of the Company.

Contingent Shares Issued in BASX Acquisition

In December 2021, we closed on the acquisition of BASX. Under the MIPA Agreement, we committed to $78.0 million in the aggregate of contingent consideration to the former owners of BASX, which is payable in approximately 1.04 million shares of the Company's common stock, par value $0.004 per share. The shares do not accrue dividends.


- 24 -


Under the MIPA Agreement, the potential future issuance of the shares is contingent upon BASX meeting certain post-closing earn-out milestones during each of the years ended 2021, 2022, and 2023. Based on the final allocation of the consideration paid, we estimated the fair value of contingent consideration related to these shares to be approximately $60.0 million, which is included in additional paid-in capital on the consolidated balance sheets. As of June 30, 2023, 0.39 million shares and 0.49 million shares related to the earn-out milestones for the years ended 2022 and 2021, respectively, have been issued to the former owners of BASX as private placements exempt from registration with the SEC under Rule 506(b), which are included in common stock on the consolidated statements of stockholders' equity.


16. New Markets Tax Credit

2019 New Markets Tax Credit

On October 24, 2019, the Company entered into a transaction with a subsidiary of an unrelated third-party financial institution (the “2019 Investor”) and a certified Community Development Entity under a qualified New Markets Tax Credit (“2019 NMTC”) program pursuant to Section 45D of the Internal Revenue Code of 1986, as amended, related to an investment in plant and equipment to facilitate the expansion of our Longview, Texas manufacturing operations (the “2019 Project”). In connection with the 2019 NMTC transaction, the Company received a $23.0 million NMTC allocation for the Project and secured low interest financing and the potential for future debt forgiveness related to the 2019 Project.

Upon closing of the 2019 NMTC transaction, the Company provided an aggregate of approximately $15.9 million to the 2019 Investor, in the form of a loan receivable, with a term of twenty-five years, bearing an interest rate of 1.0%. This $15.9 million in proceeds plus capital contributed from the 2019 Investor was used to make an aggregate $22.5 million loan to a subsidiary of the Company. This financing arrangement is secured by equipment at the Company's Longview, Texas facilities and a guarantee from the Company, including an unconditional guarantee of the NMTCs.

This transaction also includes a put/call feature either of which can be exercised at the end of the seven-year compliance period. The 2019 Investor may exercise its put option or the Company can exercise the call, both of which could serve to trigger forgiveness of a portion of the debt. The 2019 Investor's interest of $6.5 million is recorded in New market tax credit obligation on the consolidated balance sheets. The Company incurred approximately $0.3 million of debt issuance costs related to the above transactions, which are being amortized over the life of the transaction.

2023 New Markets Tax Credit

On April 25, 2023, the Company entered into a transaction with a subsidiary of an unrelated third-party financial institution (the “2023 Investor”) and a certified Community Development Entity under a qualified New Markets Tax Credit (“2023 NMTC”) program pursuant to Section 45D of the Internal Revenue Code of 1986, as amended, related to an investment in plant and equipment to facilitate the expansion of our Longview, Texas manufacturing operations (the “2023 Project”). In connection with the 2023 NMTC transaction, the Company received a $23.0 million NMTC allocation for the 2023 Project and secured low interest financing and the potential for future debt forgiveness related to the expansion of its Longview, Texas facilities.

Upon closing of the 2023 NMTC transaction, the Company provided an aggregate of approximately $16.7 million to the Investor, in the form of a loan receivable, with a term of twenty-five years, bearing an interest rate of 1.0%. This $16.7 million in proceeds plus capital contributed from the 2023 Investor was used to make an aggregate $23.8 million loan to a subsidiary of the Company. This financing arrangement is secured by a guarantee from the Company, including an unconditional guarantee of the NMTCs. The net proceeds from the closing of the 2023 NMTC is included in restricted cash on our consolidated balance sheets required to be used for the 2023 Project.

This transaction also includes a put/call feature either of which can be exercised at the end of the seven-year compliance period. The 2023 Investor may exercise its put option or the Company can exercise the call, both of which could serve to trigger forgiveness of a portion of the debt. The 2023 Investor's interest of $5.7 million is recorded in New market tax credit obligation on the consolidated balance sheets. The Company incurred approximately $0.4 million of debt issuance costs related to the above transactions, which are being amortized over the life of the transaction.

The 2019 Investor and 2023 Investor are each subject to 100 percent recapture of the 2019 and 2023 NMTC, respectively, it receives for a period of seven years, as provided in the Internal Revenue Code and applicable U.S. Treasury regulations in the event that the financing facility of the Borrower under the transaction (AAON Coil Products, Inc.) becomes ineligible for NMTC treatment per the Internal Revenue Code requirements. The Company is required to be in compliance with various regulations and contractual provisions that apply to the 2019 NMTC arrangements and 2023 NMTC arrangements, respectively.

- 25 -


Noncompliance with applicable requirements could result in the 2019 and/or 2023 Investors' projected tax benefits not being realized and, therefore, require the Company to indemnify the 2019 Investor and 2023 Investor for any loss or recapture of the 2019 NMTC and 2023 NMTC, respectively, related to the financing until such time as the recapture provisions have expired under the applicable statute of limitations. The Company does not anticipate any credit recapture will be required in connection with either of these financing arrangements.

The 2019 Investor and 2023 Investor and its majority owned community development entity are considered VIEs and the Company is the primary beneficiary of the VIEs. Because the Company is the primary beneficiary of the VIEs, they have been included in the consolidated financial statements. There are no other assets, liabilities or transactions in these VIEs outside of the financing transactions executed as part of the 2019 NMTC or 2023 NMTC arrangements, respectively.



17. Commitments and Contingencies
 
Havtech Litigation

On January 24, 2022, one of the Company’s former independent sales representative firms, Havtech, LLC (and its affiliate, Havtech Parts Division, LLC, collectively “Plaintiffs”), filed a complaint (the “Complaint”) in the Circuit Court for Howard County, Maryland (Havtech, LLC, et al., v. AAON, Inc., et al.). The Complaint challenged the Company’s termination of its business relationship with Plaintiffs. The Company removed the action to the United States District Court for the District of Maryland (Northern Division) and moved to dismiss the Complaint. Plaintiffs’ First Amended Complaint (“First Amended Complaint”) was entered by the court on July 28, 2022. The First Amended Complaint asserts that the Company improperly terminated Plaintiffs and seeks damages alleged to be no less than $48.6 million, plus fees and costs. The Company filed its Answer to First Amended Complaint on January 31, 2023. The Company believes that Plaintiffs’ claims are without merit and intends to vigorously defend itself.

Other Matters

The Company is involved from time to time in claims and lawsuits incidental to our business arising from various matters, including alleged violations of contract, product liability, warranty, environmental, regulatory, personal injury, intellectual property, employment, tax and other laws. We closely monitor these claims and legal actions and frequently consult with our legal counsel to determine whether they may, when resolved, have a material adverse effect on our financial position, results of operations or cash flows and we accrue and/or disclose loss contingencies as appropriate. We do not believe these matters will have a material adverse effect on our business, financial position, results of operations or cash flows.

We are occasionally party to short-term and long-term, cancellable and occasionally non-cancellable, contracts with major suppliers for the purchase of raw material and component parts. We expect to receive delivery of raw material and component parts for use in our manufacturing operations. These contracts are not accounted for as derivative instruments because they meet the normal purchase and normal sales exemption. We had no material contractual purchase obligations as of June 30, 2023, except as noted below.

On April 27, 2022, the Company entered into a purchase and sale agreement with a third-party manufacturer to purchase certain assets to design and manufacture fan wheels for the purchase price of $6.5 million. As of June 30, 2023, we have paid approximately $3.5 million related to this agreement, which is included in other long-term assets and property, plant and equipment, with the remaining $3.0 million included in accounts payable and other long-term assets on our consolidated balance sheets. The final payment is expected to be made in 2023.




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18.  Related Parties

The following is a summary of transactions and balances with related parties:
 Three Months EndedSix Months Ended
 June 30,
2023
June 30,
2022
June 30,
2023
June 30,
2022
(in thousands)
Sales to affiliates$2,619 $2,327 $3,764 $3,079 
Payments to affiliates390 639 782 1,003 
June 30,
2023
December 31,
2022
(in thousands)
Due from affiliates$559 $432 
Due to affiliates319  

The nature of our related party transactions is as follows:

The Company sells units to an entity owned by a member of the CEO/President's immediate family. This entity is also one of the Company’s Representatives and as such, the Company makes payments to the entity for third party products.
The Company purchases some supplies from entities controlled by two of the Company’s board members and a member of the Company's executive management team.
The Company periodically makes part sales and makes payments to a board member related to a consulting agreement.
The Company periodically rents space partially owned by the CEO/President for various Company meetings.
From December 10, 2021 through May 31, 2022, the Company leased a manufacturing and office facility in Redmond, Oregon from an entity in which certain members of BASX management have an ownership interest. This facility was purchased 100% by the Company on May 31, 2022.


19. Segments

The Company has determined that it has three reportable segments for financial reporting purposes. Management evaluates the performance of its business segments primarily on gross profit. The Company's chief operating decision maker ("CODM"), our CEO, allocates resources and assesses the performance of each operating segment using information about the operating segment's net sales and income from operations. The CODM does not evaluate operating segments using asset or liability information.

AAON Oklahoma: AAON Oklahoma designs, manufactures, sells and services standard, semi-custom and custom heating, ventilation and air conditioning ("HVAC") systems, designs and produces controls solutions for all of our HVAC units and sells retail parts to customers through our two retail part stores in Tulsa, Oklahoma as well as online. Through our Norman Asbjornson Innovation Center ("NAIC") research and development laboratory facility in Tulsa, Oklahoma, the Company is able to test units under various environmental conditions. AAON Oklahoma includes the operations of our Tulsa, Oklahoma and Parkville, Missouri facilities, our NAIC research and development laboratory facility and two retail parts locations.

AAON Coil Products: AAON Coil Products designs and manufactures a selection of our standard, semi-custom and custom HVAC systems. AAON Coil Products also designs and manufactures various heating and cooling coils to be used in HVAC systems, mostly for the benefit of AAON Oklahoma and AAON Coil Products. AAON Coil Products consists of operations at our Longview, Texas facilities.

BASX: BASX provides product development design and manufacturing of custom engineered air handling systems including high efficiency data center cooling solutions, cleanroom HVAC systems, commercial/industrial HVAC systems and modular solutions. Additionally, BASX designs and manufactures cleanroom environmental control systems to support hospital surgical suites, pharmaceutical process facilities, semiconductor and electronics manufacturing, laboratory and isolation modular cleanrooms for facility flexibility. BASX consists of operations at our Redmond, Oregon facility.


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The following table summarizes certain financial data related to our segments. Transactions between segments are recorded based on prices negotiated between the segments. The Gross Profit amounts shown below are presented after elimination entries.

Three Months EndedSix Months Ended
 June 30, 2023June 30, 2022June 30, 2023June 30, 2022
Net Sales(in thousands)
AAON Oklahoma
     External sales$218,214 $157,481 $420,216 $297,348 
     Inter-segment sales1,205 770 2,699 1,159 
AAON Coil Products
     External sales30,081 26,754 63,493 48,689 
     Inter-segment sales9,499 8,093 16,816 16,010 
BASX
External sales35,662 24,579 66,201 45,548 
Inter-segment sales1,130  1,500  
Eliminations(11,834)(8,863)(21,015)(17,169)
             Net sales$283,957 $208,814 $549,910 $391,585 
 
Gross Profit
AAON Oklahoma$75,379 $31,737 $137,229 $65,573 
AAON Coil Products7,483 8,474 14,641 15,780 
BASX11,156 7,165 19,302 12,087 
            Gross profit$94,018 $47,376 $171,172 $93,440 

June 30, 2023December 31, 2022
Long-lived assets(in thousands)
AAON Oklahoma$244,762 $213,731 
AAON Coil Products75,422 68,013 
BASX40,045 35,578 
            Total long-lived assets$360,229 $317,322 
Intangible assets and goodwill
AAON Oklahoma$3,229 $3,229 
AAON Coil Products  
BASX141,466 143,269 
            Total intangible assets and goodwill$144,695 $146,498 


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Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and the notes thereto, which are included in this report, and our audited consolidated financial statements and the notes thereto, which are included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022.

This discussion contains or incorporates by reference “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are not historical facts, but rather are based on expectations, estimates, assumptions and projections about our industry, business and future financial results, based on information available at the time this report is filed with the SEC or, with respect to any document incorporated by reference, available at the time that such document was prepared. Our actual results could differ materially from the results contemplated by these forward-looking statements due to a number of factors, including those identified in the section entitled “Forward-Looking Statements” in this Item 2 of this Quarterly Report on Form 10-Q and in the section entitled “Risk Factors” in Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2022. We do not assume any obligation to update or revise any forward-looking statements to reflect changed assumptions, the occurrence of anticipated or unanticipated events, new information or circumstances or otherwise, except as required by law.

Overview

We engineer, manufacture, market, and sell premium air conditioning and heating equipment consisting of standard, semi-custom, and custom rooftop units, data center cooling solutions, cleanroom systems, packaged outdoor mechanical rooms, air handling units, makeup air units, energy recovery units, condensing units, geothermal/water-source heat pumps, coils, and controls. These products are marketed and sold to retail, manufacturing, educational, lodging, supermarket, data centers, medical and pharmaceutical, and other commercial industries. We market our products to all 50 states in the United States and certain provinces in Canada. Foreign sales were approximately $20.3 million of our total net sales for the six months ended June 30, 2023 and $10.2 million of our sales during the same period of 2022.

Our business can be affected by a number of economic factors, including the level of economic activity in the markets in which we operate. Both the new construction and replacement markets are cyclical. If the domestic economy were to slow or enter a recession, this could result in a decrease in our sales volume and profitability. Sales in the commercial and industrial new construction markets generally lag the housing market, which in turn is influenced by cyclical factors such as interest rates, inflation, consumer spending habits, employment rates, the state of the economy and other macroeconomic factors over which we have no control. Sales in the replacement markets are driven by various factors, including general economic growth, the Company’s new product introductions, fluctuations in the average age of existing equipment in the market, government regulations and stimulus, changes in market demand between more customized higher performing HVAC equipment and lower priced standard equipment, as well as many other factors.

We sell our products to property owners and contractors mainly through a network of independent manufacturers’ Representatives. This go-to-market strategy is unique compared to most of our larger competitors in that most control their sales channel. We value the independent sales channel as we think it is a more effective way of increasing market share. Although we concede full control of the sales process with this strategy, the entrepreneurial aspect of the independent sales channel attracts the most talent and provides greater financial incentives for its salespeople. Furthermore, the independent sales channel sells different types of equipment from various manufacturers, allowing it to operate with more of a solutions-based mindset, as opposed to an internal sales department of a manufacturing company that is incentivized to only sell its equipment regardless if it is the best solution for the end customer. We also have a small internal sales force that supports the relationships between the Company and our sales channel partners. BASX sells highly customized products for unique applications to a more concentrated customer base. A combination of our internal sales force and select group of independent sales representatives is most effective for BASX's products.

The principal components of cost of goods sold are labor, raw materials, component costs, factory overhead, freight and engineering expense. The principal high volume raw materials used in our manufacturing processes are steel, copper and aluminum, and are obtained from domestic suppliers. We also purchase from domestic manufacturers certain components, including coils, compressors, motors, and electrical controls.


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The price levels of our raw materials fluctuate given that the market continues to be volatile and unpredictable as a result of the uncertainty related to the U.S. economy and global economy. At June 30, 2023, the price (year to date average) for copper, stainless steel and aluminum increased 5.8%, 1.8%, and 25.8%, respectively, as compared to the price (year to date average) at June 30, 2022, while the price (year to date average) for galvanized steel decreased 30.8% as compared to the price (year to date average) at June 30, 2022.

We attempt to limit the impact of price fluctuations on these materials by entering into cancellable and non-cancellable contracts with our major suppliers for periods of six to 18 months. We expect to receive delivery of raw materials from our contracts for use in our manufacturing operations.

We occasionally increase the price of our products to help offset any inflationary headwinds. In 2022, we implemented two significant price increases as well as a recurring 1% monthly price increase effective June 1, 2022 through April 1, 2023.

Backlog

The following table shows our historical backlog levels:
June 30,
2023
December 31,
2022
June 30,
2022
(in thousands)
$526,209 $548,022 $464,025 

During the three months ended June 30, 2023, our production began to finally outpace bookings, allowing the size of our backlog to begin to normalize relative to production output. We have made significant investments in facilities, hiring additional workforce and training our workforce which is increasing our capacity and production rates. This has allowed our lead times to start and come down to more normal levels and put our backlog at a more manageable level.

Results of Operations

Three months ended June 30,Six months ended June 30,
2023202220232022
(in thousands)
Net Sales$283,957 $208,814 $549,910 $391,585 
Cost of Sales189,939 161,438 378,738 298,145 
Gross Profit94,018 47,376 171,172 93,440 
Selling, general and administrative expenses39,272 26,933 72,214 49,989 
Loss (gain) on disposal of assets(10)12 (12)
Income from operations$54,740 $20,453 $98,946 $43,463 

The following are recent highlights and items that impacted our results of operations, cash flows and financial condition:

We continue to have a strong backlog despite our record sales for the three and six months ended June 30, 2023. Total backlog decreased only 4.0% from December 31, 2022 and increased 13.4% from June 30, 2022.

Sales for the three and six months ended June 30, 2023 grew 36.0% and 40.4%, respectively, due to record production rates and price increases realized during the period as compared to the quarter ended June 30, 2022.

Our gross profit margin for the quarter ended June 30, 2023 of 33.1% increased 1,040 basis points from the quarter ended June 30, 2022.


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We report our financial results based on three reportable segments: AAON Oklahoma, AAON Coil Products, and BASX, which are further described in "Segments" (Note 19) within our notes to the consolidated financial statements. The Company's chief operating decision maker ("CODM"), our CEO, allocates resources and assesses the performance of each operating segment using information about the operating segment's net sales and income from operations. The CODM does not evaluate operating segments using asset or liability information.

Segment Operating Results for Three Months Ended June 30, 2023 and Three Months Ended June 30, 2022

Three Months Ended
June 30, 2023
Percent of Sales1
June 30, 2022
Percent of Sales1
 $ Change% Change
(in thousands)
Net Sales2
AAON Oklahoma$218,214 76.8 %$157,481 75.4 %$60,733 38.6 %
AAON Coil Products30,081 10.6 %26,754 12.8 %3,327 12.4 %
BASX35,662 12.6 %24,579 11.8 %11,083 45.1 %
     Net sales$283,957 $208,814 $75,143 36.0 %
Cost of Sales2
AAON Oklahoma$142,835 65.5 %125,744 79.8 %$17,091 13.6 %
AAON Coil Products22,598 75.1 %18,280 68.3 %4,318 23.6 %
BASX24,506 68.7 %17,414 70.8 %7,092 40.7 %
     Cost of sales$189,939 66.9 %$161,438 77.3 %$28,501 17.7 %
Gross Profit2
AAON Oklahoma$75,379 34.5 %$31,737 20.2 %$43,642 137.5 %
AAON Coil Products7,483 24.9 %8,474 31.7 %(991)(11.7)%
BASX11,156 31.3 %7,165 29.2 %3,991 55.7 %
     Gross profit$94,018 33.1 %$47,376 22.7 %$46,642 98.5 %
1 Cost of sales and gross profit for each segment are calculated as a percentage of the respective segment's net sales. Total cost of sales and total gross profit are calculated as a percentage of total net sales.
2 Presented after intercompany eliminations.

For the three months ended June 30, 2023 total net sales increased $75.1 million or 36.0%, with 20.0% of the increase coming from realization of price increases and the remaining 16.0% coming from increases in organic volume. Revenue synergies and lessening supply chain constraints contributed to the increase in net sales of 45.1% at BASX.

Gross profit as a percent of sales increased to 33.1% for the three months ended June 30, 2023 as compared to 22.7% for the three months ended June 30, 2022. As noted above, realization of price increases has improved our margin profile along with the slowing of inflation. AAON Coil Products gross profit as a percent of sales decreased to 24.9% for the three months ended June 30, 2023 as compared to 31.7% for the three months ended June 30, 2022. The decrease in gross margin at AAON Coil Products is a result of less than optimal overhead absorption from weather related production disruption. Additionally, AAON Coil Products is more sensitive to changes in the cost of copper, which increased during the quarter.

As shown in the table below, we've experienced year over year increases in the cost of several raw materials. We implemented multiple price increases during 2022 and 2023 to counteract the increased cost of material. Some of the price increases have yet to be realized. Additionally, in order to retain our existing employees, we continue to award periodic raises in addition to our annual merit raises to our employees.


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Raw Material Costs

Three-month average raw material cost per pound as of June 30:
20232022% Change
Copper$5.91 $5.62 5.2 %
Galvanized steel$0.64 $0.92 (30.4)%
Stainless steel$3.34 $3.38 (1.2)%
Aluminum$2.58 $1.88 37.2 %


Selling, General and Administrative Expenses

Three Months EndedPercent of Sales
June 30,
2023
June 30,
2022
20232022
(in thousands)
Warranty$3,126 $2,353 1.1 %1.1 %
Profit sharing5,952 2,146 2.1 %1.0 %
Salaries & benefits13,390 10,383 4.7 %5.0 %
Stock compensation2,476 2,014 0.9 %1.0 %
Advertising1,013 1,290 0.4 %0.6 %
Depreciation & amortization3,224 2,062 1.1 %1.0 %
Insurance1,198 866 0.4 %0.4 %
Professional fees876 900 0.3 %0.4 %
Donations429 136 0.2 %0.1 %
Other7,588 4,783 2.7 %2.3 %
Total SG&A$39,272 $26,933 13.8 %12.9 %

Selling, general and administrative expenses increased $12.3 million for the three months ended June 30, 2023 from the prior year period. Profit sharing increased $3.8 million or 177.4% due to our increased operating results. Salaries and benefits increased $3.0 million or 29.0% which is primarily attributable to overall increased headcount as well as the impact of employee pay increases and benefit improvements made in the first quarter of 2023. Other expenses increased $2.8 million or 58.6% during the three months ended June 30, 2023 due mostly to increased travel and consulting expenses.

Income Taxes

 Three Months EndedEffective Tax Rate
June 30,
2023
June 30,
2022
 20232022
(in thousands)
Income tax provision$7,678 $4,177 14.4 %20.8 %

The Company’s estimated annual 2023 effective tax rate, excluding discrete events, is expected to be approximately 24.1%.

The decrease in the overall effective tax rate was primarily due to the change in our valuation allowance from the discontinuation of our participation in the state of Oklahoma’s manufacturing property investment program. This change will allow the Company to utilize existing credit carryforwards in future tax years, eliminating the need for a valuation allowance against this deferred tax asset. The related valuation allowance was reversed resulting in a one-time benefit of $3.1 million to the estimated income tax provision for the three months ended June 30, 2023.


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Segment Operating Results for Six Months Ended June 30, 2023 and Six Months Ended June 30, 2022

Six Months Ended
June 30, 2023
Percent of Sales1
June 30, 2022
Percent of Sales1
 $ Change% Change
(in thousands)
Net Sales2
AAON Oklahoma$420,216 76.4 %$297,348 75.9 %$122,868 41.3 %
AAON Coil Products63,493 11.5 %48,689 12.4 %14,804 30.4 %
BASX66,201 12.0 %45,548 11.6 %20,653 45.3 %
     Net sales$549,910 $391,585 $158,325 40.4 %
Cost of Sales2
AAON Oklahoma$282,987 67.3 %231,775 77.9 %$51,212 22.1 %
AAON Coil Products48,852 76.9 %32,909 67.6 %15,943 48.4 %
BASX46,899 70.8 %33,461 73.5 %13,438 40.2 %
     Cost of sales$378,738 68.9 %$298,145 76.1 %$80,593 27.0 %
Gross Profit2
AAON Oklahoma$137,229 32.7 %$65,573 22.1 %$71,656 109.3 %
AAON Coil Products14,641 23.1 %15,780 32.4 %(1,139)(7.2)%
BASX19,302 29.2 %12,087 26.5 %7,215 59.7 %
     Gross profit$171,172 31.1 %$93,440 23.9 %$77,732 83.2 %
1 Cost of sales and gross profit for each segment are calculated as a percentage of the respective segment's net sales. Total cost of sales and total gross profit are calculated as a percentage of total net sales.
2 Presented after intercompany eliminations.

For the six months ended June 30, 2023 total net sales increased $158.3 million or 40.4%, with approximately half of this increase coming from realization of price increase and half coming from increases in volume. Gross profit as a percent of sales increased to 31.1% for the six months ended June 30, 2023 as compared to 23.9% for the six months ended June 30, 2022. Total gross profit increased mostly due to the multiple price increases realized for the six months ended June 30, 2023 counteracting the increasing cost of materials and labor. The increase in overall unit production volume, resulted in favorable labor and overhead efficiencies, improving absorption of fixed costs.

AAON Coil Products' gross profit as a percent of sales decreased to 23.1% for the six months ended June 30, 2023 as compared to 32.4% for the six months ended June 30, 2022 mostly due to less than optimal overhead absorption as discussed above. Start-up of production related to BASX units being built at AAON Coil Products was slower than anticipated and resulted in lower volumes.

The cost of our material fluctuates month-to-month. We implemented multiple price increases during 2022 and 2023 to counteract the increased cost of material. Some of the price increases have yet to be realized. Additionally, in order to retain our existing employees, we continue to award periodic raises in addition to our annual merit raises to our employees. During the six months ended June 30, 2023, our gross profit decreased by approximately $3.7 million for changes in our paid time off policies and for payroll taxes and 401(k) matching contributions related to profit sharing payments and stock transactions as our stock reached record highs consistently during the first quarter.


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Raw Material Costs

Six-month average raw material cost per pound as of June 30:
20232022% Change
Copper$5.82 $5.50 5.8 %
Galvanized steel$0.72 $1.04 (30.8)%
Stainless steel$3.34 $3.28 1.8 %
Aluminum$2.44 $1.94 25.8 %

Selling, General and Administrative Expenses

Six Months EndedPercent of Sales
June 30,
2023
June 30,
2022
20232022
(in thousands)
Warranty$5,534 $3,510 1.0 %0.9 %
Profit sharing10,818 4,815 2.0 %1.2 %
Salaries & benefits26,123 19,775 4.8 %5.0 %
Stock compensation4,349 3,683 0.8 %0.9 %
Advertising1,859 1,631 0.3 %0.4 %
Depreciation & amortization5,869 3,753 1.1 %1.0 %
Insurance2,431 1,575 0.4 %0.4 %
Professional fees1,981 2,382 0.4 %0.6 %
Donations554 325 0.1 %0.1 %
Other12,696 8,540 2.3 %2.2 %
Total SG&A$72,214 $49,989 13.1 %12.8 %

Overall, selling, general and administrative expenses increased $22.2 million for the six months ended June 30, 2023 from the prior year period. Warranty expense increased consistent with our increase in net sales as we continue to focus on our commitment to reliability and quality. Profit sharing increased $6.0 million or 124.7% due to our increased operating results. Salaries and benefits increased $6.3 million or 32.1% which is primarily attributable to overall increases in our workforce as well as the the impact of employee pay increases and benefit improvements. Other expenses increased $4.2 million or 48.7% during the six months ended June 30, 2023 due mostly to increased travel and closing costs related to the 2023 New Market Tax Credit (Note 16).

Income Taxes

 Six months endedEffective Tax Rate
June 30,
2023
June 30,
2022
 20232022
(in thousands)
Income tax provision$14,034 $8,959 14.5 %20.9 %

The Company’s estimated annual 2023 effective tax rate, excluding discrete events, is expected to be approximately 24.1%.

The decrease in the overall effective tax rate was primarily due to the change in our valuation allowance from the discontinuation of our participation in the state of Oklahoma’s manufacturing property investment program. This change will allow the Company to utilize existing credit carryforwards in future tax years, eliminating the need for a valuation allowance against this deferred tax asset. The related valuation allowance was reversed resulting in a one-time benefit of $3.1 million to the estimated income tax provision for the three months ended June 30, 2023.



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Additionally during the six months ended June 30, 2023, the Company recorded an excess tax benefit of $5.8 million as compared to $0.7 million during the same period in 2022. The increase was primarily due to timing of stock option exercises as a result of our high stock price during the six months ended June 30, 2023.

Liquidity and Capital Resources

Our working capital and capital expenditure requirements are generally met through net cash provided by operations and the use of the revolving bank line of credit based on our current liquidity at the time.

Working Capital - Our unrestricted cash decreased $0.2 million from December 31, 2022 to June 30, 2023 and totaled $5.2 million at June 30, 2023. Our restricted cash increased $21.9 million from the closing of our recent New Markets Tax Credit related to our Longview, Texas Expansion. We expect most funds will be released from this account by the end of 2023 and used to pay down our revolving line of credit. We have also seen increases in our current income tax payable due to the tax law changes surrounding the capitalization of research and development costs. This has increased our cash paid for income taxes.

Revolving Line of Credit - Our revolving credit facility (as amended, "Revolver"), provides for maximum borrowings of $200.0 million. As of June 30, 2023 and December 31, 2022, we had $78.5 million and $71.0 million, respectively, outstanding under the Revolver. We had one standby letter of credit totaling $0.3 million as of June 30, 2023. At June 30, 2023, we have $121.2 million of borrowings available under the Revolver. The Revolver expires May 27, 2027. On April 20, 2023 we amended the Revolver to allow for the occurrence of transactions associated with the New Markets Tax Credit executed on April 25, 2023 (Note 16).

Any outstanding loans under the Revolver bear interest at the daily compounded secured overnight financing rate ("SOFR") plus the applicable margin. Applicable margin, ranging from 1.25% - 1.75%, is determined quarterly based on the Company's leverage ratio. The Company is also subject to letter of credit fees, ranging from 1.25% - 1.75%, and a commitment fee, ranging from 0.10% - 0.20%. The applicable fee percentage is determined quarterly based on the Company's leverage ratio. The weighted average interest rate on borrowings outstanding on the Revolver was 6.3% and 6.2% for the three and six months ended June 30, 2023. Fees associated with the unused portion of the committed amount are included in interest expense on our consolidated statements of income for the three and six months ended June 30, 2023 and 2022.

If SOFR cannot be determined pursuant to the definition, as defined by the Revolver agreement, any outstanding effected loans will be deemed to have been converted into alternative base rate ("ABR") loans. ABR loans would bear interest at a rate per annum equal to the highest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Rate in effect on such day plus 0.50%, or (c) daily simple SOFR for a one-month tenor in effect on such day plus 1.00%.

At June 30, 2023, we were in compliance with our financial covenants, as defined by the Revolver. These covenants require that we meet certain parameters related to our leverage ratio. At June 30, 2023, our leverage ratio was 0.37 to 1.0, which meets the requirement of not being above 3 to 1.

2019 New Markets Tax Credit - On October 24, 2019, the Company entered into a transaction with a subsidiary of an unrelated third-party financial institution (the “2019 Investor”) and a certified Community Development Entity under a qualified New Markets Tax Credit (“2019 NMTC”) program pursuant to Section 45D of the Internal Revenue Code of 1986, as amended, related to an investment in plant and equipment to facilitate the expansion of our Longview, Texas manufacturing operations (the “2019 Project”). In connection with the NMTC transaction, the Company received a $23.0 million NMTC allocation for the 2019 Project and secured low interest financing and the potential for future debt forgiveness related to the expansion of its Longview, Texas facilities.

Upon closing of the 2019 NMTC transaction, the Company provided an aggregate of approximately $15.9 million to the Investor, in the form of a loan receivable, with a term of twenty-five years, bearing an interest rate of 1.0%. This $15.9 million in proceeds plus capital contributed from the Investor was used to make an aggregate $22.5 million loan to a subsidiary of the Company. This financing arrangement is secured by equipment at the Company's Longview, Texas facilities, and a guarantee from the Company, including an unconditional guarantee of the NMTCs.

2023 New Markets Tax Credit

On April 25, 2023, the Company entered into a transaction with a subsidiary of an unrelated third-party financial institution (the “2023 Investor”) and a certified Community Development Entity under a qualified New Markets Tax Credit (“2023 NMTC”) program pursuant to Section 45D of the Internal Revenue Code of 1986, as amended, related to an investment in plant and

- 35 -


equipment to facilitate the expansion of our Longview, Texas manufacturing operations (the “2023 Project”). In connection with the 2023 NMTC transaction, the Company received a $23.0 million NMTC allocation for the 2023 Project and secured low interest financing and the potential for future debt forgiveness related to the expansion of its Longview, Texas facilities.

Upon closing of the 2023 NMTC transaction, the Company provided an aggregate of approximately $16.7 million to the Investor, in the form of a loan receivable, with a term of twenty-five years, bearing an interest rate of 1.0%. This $16.7 million in proceeds plus capital contributed from the Investor was used to make an aggregate $23.8 million loan to a subsidiary of the Company. This financing arrangement is secured by a guarantee from the Company, including an unconditional guarantee of the NMTCs.

Stock Repurchases - The Board has authorized one active stock repurchase program for the Company. The Board must authorize the timing and amount of these purchases and all repurchases are in accordance with the rules and regulations of the SEC allowing the Company to repurchase shares from the open market. On November 3, 2022, the Board of Directors approved an updated stock repurchase plan with repurchases under the plan not to exceed $50 million. The current repurchase plan will expire at the Board of Directors discretion.

Our open market repurchase programs are as follows:

Effective DateAuthorized Repurchase $Expiration Date
March 13, 2020$20 millionNovember 9, 2022
November 3, 2022$50 million
** 1
1 Expiration Date is at Board's discretion. The Company is authorized to effectuate repurchases of the Company's common stock on terms and conditions approved in advance by the Board.

The Company repurchases shares of AAON, Inc. stock from employees for payment of statutory tax withholdings on stock transactions. All other repurchases from directors or employees are contingent upon Board approval. All repurchases are done at current market prices.

Lastly, the Company also had a stock repurchase arrangement by which employee-participants in our 401(k) savings and investment plan were entitled to have shares in AAON, Inc. stock in their accounts sold to the Company. The 401(k) Plan was amended in June 2022 to discontinue this program. No additional shares have been purchased by the Company under this arrangement since June 2022.

Our repurchase activity is as follows:

Six Months Ended
June 30, 2023June 30, 2022
(in thousands, except share and per share data)
ProgramSharesTotal $$ per shareSharesTotal $$ per share
Open market— $— $— — $— $— 
401(k)— — — 103,936 5,913 56.89 
Employees13,083 1,162 88.82 16,183 953 58.89 
Total
13,083 $1,162 $88.82 120,119 $6,866 $57.16 

Our repurchase activity since Company inception, including our current authorized stock repurchase programs, are as follows:
Inception toJune 30, 2023
(in thousands, except share and per share data)
ProgramSharesTotal $$ per share
Open market4,327,367 $81,616 $18.86 
401(k)8,308,368 171,789 20.68 
Directors and employees2,058,038 24,522 11.92 
Total
14,693,773 $277,927 $18.91 


- 36 -


Dividends - At the discretion of the Board, we pay cash dividends. Board approval is required to determine the date of declaration and amount for each cash dividend payment.

Our recent cash dividends are as follows:
Declaration Date1
Record DatePayment DateDividend
per Share
 Annualized Dividend
per Share
May 18, 2022June 3, 2022July 1, 2022$0.19$0.38
November 8, 2022November 28, 2022December 16, 2022$0.24$0.48
March 1, 2023March 13, 2023March 31, 2023$0.12$0.48
May 18, 2023June 9, 2023June 30, 2023$0.12$0.48
1 Effective with the cash dividend declared on March 1, 2023 (paid on March 31, 2023), the Company moved from semi-annual cash dividends to quarterly cash dividends.

On July 7, 2023, the Board of Directors declared a three-for-two stock split of the Company's common stock to be paid in the form of a stock dividend. Stockholders of record at the close of business on July 28, 2023 will receive one additional share for every two shares they hold as of that date on August 16, 2023 (ex-dividend date August 17, 2023).

Based on historical performance and current expectations, we believe our cash and cash equivalents balance, the projected cash flows generated from our operations, our existing committed revolving credit facility (or comparable financing) and our expected ability to access capital markets will satisfy our working capital needs, capital expenditures, and other liquidity requirements associated with our operations in 2023 and the foreseeable future.


- 37 -



Statement of Cash Flows

The following table reflects the major categories of cash flows for the six months ended June 30, 2023 and 2022. For additional details, see the consolidated financial statements.
Six Months Ended
 June 30,
2023
June 30,
2022
 (in thousands)
Operating Activities
  Net Income$82,496 $34,005 
  Income statement adjustments, net25,996 23,560 
  Changes in assets and liabilities:
 Accounts receivable(26,782)(53,736)
 Income taxes(15,171)(1,895)
 Inventories(17,927)(33,879)
 Contract assets(4,711)(2,820)
 Prepaid expenses and other long-term assets(2,502)(3,066)
 Accounts payable(14,874)6,490 
 Contract liabilities(1,162)22,217 
 Extended warranties1,526 421 
 Accrued liabilities & other long-term liabilities33,051 7,123 
  Net cash provided by (used in) operating activities59,940 (1,580)
Investing Activities
  Capital expenditures(60,629)(27,227)
  Cash paid for building (Note 18)
— (22,000)
  Cash paid in business combination, net of cash acquired— (249)
  Other132 39 
  Net cash used in investing activities(60,497)(49,437)
Financing Activities
  Proceeds from financing obligations, net of issuance costs6,061 — 
  Payment related to financing costs(398)— 
  Borrowings under revolving credit facility279,961 94,900 
  Payments under revolving credit facility(272,429)(28,651)
  Principal payments on financing lease— (28)
  Stock options exercised 23,244 6,385 
  Repurchase of stock— (5,912)
  Employee taxes paid by withholding shares(1,162)(954)
Cash dividends paid to stockholders(13,004)— 
  Net cash provided by financing activities$22,273 $65,740 

Cash Flows Provided by Operating Activities

The Company currently manages cash needs through working capital as well as drawing on its line of credit. Collections and payments cycles are on a normal pattern and fluctuate due to timing of receipts and payments. In early 2022, the Company began increasing the purchase of inventory to take advantage of favorable pricing opportunities and also to mitigate the impact of future supply chain disruptions on our operations. Increases in the timing of our customer prepayment as well as increases in our employee bonuses pools and benefits (as a result of our positive operating results) increased our cash provided by accrued liabilities.

Payment terms for BASX jobs typically require upfront cash to fund the job resulting in cash inflows related to our contract liabilities and cash inflows fluctuate due to job timing and scheduling.

- 38 -




Cash Flows Used in Investing Activities

The capital expenditures for the six months ended June 30, 2023 relate to our continued investment in our production capabilities. Purchases during the six months ended June 30, 2023 relate to additional sheetmetal and other machinery for both replacement and growth, additional warehouse space in Longview, Texas, additional office space in Tulsa, Oklahoma, additional land in Tulsa, Oklahoma for future growth, and a partial interest in an airplane. The capital expenditure program for 2023 is estimated to be approximately $135.0 million. Many of these projects are subject to review and cancellation at the discretion of our CEO and Board of Directors without incurring substantial charges.

Cash Flows Provided by Financing Activities

The change in cash from financing activities in 2023 is primarily related to borrowings under our revolving credit facility to manage our working capital needs, especially strategic purchases of inventory to avoid supply chain delays and the funding of certain capital expenditures, offset by repayments we were able to make due to our increased operating results and financial condition.

Furthermore, cash flows from financing activities is historically affected by the timing of stock options exercised by our employees. Stock options exercised increased due to the increase in the number of employee options exercised and increase in our average stock price during the six months ended June 30, 2023 compared to the six months ended June 30, 2022.

Effective with the cash dividend declared on March 1, 2023 (paid on March 31, 2023), the Company moved from semi-annual cash dividends to quarterly cash dividends. The second quarter dividend was paid on June 30, 2023.

Commitments and Contractual Obligations

We are occasionally party to short-term and long-term, cancellable and occasionally non-cancellable, contracts with suppliers for the purchase of raw material and component parts. We expect to receive delivery of raw material and component parts for use in our manufacturing operations. These contracts are not accounted for as derivative instruments because they meet the normal purchase and normal sales exemption. We had no material contractual purchase obligations as of June 30, 2023 except as described below.

On April 27, 2022, the Company entered into a purchase and sale agreement with a third-party manufacturer to purchase certain assets to design and manufacture fan wheels for the purchase price of $6.5 million. As of June 30, 2023, we have paid approximately $3.5 million related to this agreement, which is included in other long-term assets and property, plant and equipment, with the remaining $3.0 million included in accounts payable and other long-term assets on our consolidated balance sheets. The final payment will be made in 2023.

Critical Accounting Policies

There have been no material changes in the Company’s critical accounting policies during the six months ended June 30, 2023.

Recent Accounting Pronouncements

See Note 1 of the Notes to the Consolidated Financial Statements for a discussion of recent accounting pronouncements.


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Forward-Looking Statements

This Quarterly Report on Form 10-Q (or statements otherwise made by the Company or on the Company’s behalf from time to time in other reports, filings with the Securities and Exchange Commission (“SEC”), news releases, conferences, website postings, presentations or otherwise) includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements contained herein that are not historical facts are forward-looking statements and involve risks and uncertainties. For all of these forward-looking statements, we claim the protection of the safe harbor for forward-looking statements contained in the U.S. Private Securities Litigation Reform Act of 1995. Words such as “expects”, “anticipates”, “intends”, “plans”, “believes”, “seeks”, “estimates”, “confident”, “outlook”, “project”, “should”, “will”, and variations of such words and other words of similar meaning or 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. Important factors that could cause results to differ materially from those in the forward-looking statements include, among others:

market conditions and customer demand for our products;
the timing and extent of changes in raw material and component prices;
naturally-occurring events, pandemics, and other disasters causing disruption to our manufacturing operations, product deliveries and production capacity;
the impact caused by inflationary cost pressures, national or global health issues, such as the coronavirus pandemic (“COVID-19”), any variants or similar outbreaks (including the response thereto) and their effects on, among other things, demand for our products, supply chain disruptions, our liquidity and financial position, results of operations, stock price, payment of dividends, our ability to secure new orders, our ability to convert backlog to revenue and impacts to the operations status of our facilities;
natural disasters and extreme weather conditions, including, without limitation, their effects on locations where our products are manufactured;
the effects of fluctuations in the commercial/industrial new construction market;
the timing of introduction and market acceptance of new products;
the timing and extent of changes in interest rates, as well as other competitive factors during the year;
general economic, market or business conditions;
tightening of labor markets and the ability to hire employees for continued growth
creditworthiness of our customers and their access to capital;
changing technologies;
the material failure, interruption of service, compromised data or information technology security, phishing emails, cybersecurity breaches or other impacts to our information technology and related systems and networks (including any of the foregoing of third-party vendors and other contractors who provide information technology or other services);
costs and results of litigation, including trial and appellate costs;
economic, market or business conditions in the specific industry and market in which our businesses operate;
future levels of capital expenditures, research and development and indebtedness, including, without limitation, our ability to reduce indebtedness and risks associated with the same;
legal, regulatory, and environmental issues, including, without limitation, compliance of our products with mandated standards and specifications; and
integration of acquired businesses and our ability to realize synergies and cost savings.

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. Except as required by federal securities laws, we undertake no obligation to update any forward-looking statement to reflect events, occurrences or developments after the date on which such statement is made. For a discussion of risks and uncertainties which could cause actual results to differ from those contained in the forward-looking statements, please see Item 1A “Risk Factors” included in our Annual Report on Form 10-K, and as otherwise disclosed from time to time in our other filings with the SEC.


Item 3.  Quantitative and Qualitative Disclosures About Market Risk.

Commodity Price Risk

We are exposed to volatility in the prices of commodities used in some of our products and we may use cancellable and non-cancellable contracts with our major suppliers for periods of six to 18 months to manage this exposure.

- 40 -


 
Interest Rate Risk

We are exposed to changes in interest rates related to our outstanding debt. As of June 30, 2023, we had an outstanding balance of $78.5 million. For each one percentage point increase in the interest rate applicable to our outstanding debt, our annual income before taxes would decrease by approximately $0.8 million.

Item 4.  Controls and Procedures.
 
(a) Evaluation of Disclosure Controls and Procedures
 
As of the end of the period covered by this Quarterly Report on Form 10-Q, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer with the oversight of the Audit Committee, regarding the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended). Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded, as of the end of the period covered by this Quarterly Report, that our disclosure controls and procedures were effective.

(c) Changes in Internal Control over Financial Reporting

There have been no changes in internal control over financial reporting that occurred during our last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.



PART II – OTHER INFORMATION
Item 1. Legal Proceedings.

See Note 17 of the Notes to the Consolidated Financial Statements.

Item 1A. Risk Factors.

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2022. The risk factors described in our Annual Report could materially adversely affect our business, financial condition or future results. There have been no material changes to the risk factors included in our 2022 Annual Report.

Item 2.  Unregistered Sales of Equity and Securities and Use of Proceeds.

Stock Repurchases

The Company may repurchase AAON, Inc. stock on the open market from time to time. From inception through June 30, 2023, we have repurchased a total of approximately 4.3 million shares (at current market prices) under the various open market stock buyback programs for an aggregate price of $81.6 million, or an average price of $18.86 per share. The Board must authorize the timing and amount of these purchases and all repurchases are in accordance with the rules and regulations of the SEC allowing the Company to repurchase shares from the open market. On November 3, 2022, the Board of Directors approved an updated stock repurchase plan with repurchases under the plan not to exceed $50.0 million. The current repurchase plan will expire at the Board of Directors discretion.

The Company repurchases shares of AAON, Inc. stock from employees for payment of statutory tax withholdings on stock transactions. All other repurchases from directors or employees are contingent upon Board approval. All repurchases are done at current market prices. From inception through June 30, 2023, we repurchased approximately 2.1 million shares (at current market prices) for an aggregate price of $24.5 million, or an average price of $11.92 per share.

- 41 -



Lastly, the Company also had a stock repurchase arrangement by which employee-participants in our 401(k) Plan were entitled to have shares of AAON, Inc. stock in their accounts sold to the Company. The 401(k) Plan was amended in June 2022 to discontinue this program. From inception through June 30, 2023, we repurchased approximately 8.3 million shares (at current market prices) for an aggregate price of $171.8 million, or an average price of $20.68 per share.


Repurchases during the second quarter of 2023 were as follows:

 
 ISSUER PURCHASES OF EQUITY SECURITIES
Period(a)
Total
Number
of Shares
(or Units)
Purchased
(b)
Average
Price
Paid
Per Share
(or Unit)
(c)
Total Number
of Shares (or
Units) Purchased
as part of
Publicly Announced
Plans or Programs
(d)
Maximum Number (or
Approximate Dollar
Value) of Shares (or
Units) that may yet be
Purchased under the
Plans or Programs
April 2023319 $96.88 319 — 
May 2023624 92.07 624 — 
June 2023467 93.36 467 — 
Total     1,410 $93.58 1,410 — 

Contingent Shares Issued in BASX Acquisition

In December 2021, we closed on the acquisition of BASX. Under the MIPA Agreement, we committed to $78.0 million in the aggregate of contingent consideration to the former owners of BASX, which is payable in approximately 1.04 million shares of the Company's common stock, par value $0.004 per share. The shares do not accrue dividends.

Under the MIPA Agreement, the potential future issuance of the shares is contingent upon BASX meeting certain post-closing earn-out milestones during each of the years ended 2021, 2022, and 2023. Based on the final allocation of the consideration paid, we estimated the fair value of contingent consideration related to these shares to be approximately $60.0 million, which is included in additional paid-in capital on the consolidated balance sheets. As of June 30, 2023, 0.39 million shares and 0.49 million shares related to the earn-out milestones for the years ended 2022 and 2021, respectively, have been issued to the former owners of BASX as private placements exempt from registration with the SEC under Rule 506(b), which are included in common stock on the consolidated statements of stockholders' equity.

Item 3. Defaults Upon Senior Securities.

None.

Item 4.  Mine Safety Disclosures.

Not applicable.

Item 4A.  Submission of Matters to a Vote of Security Holders.

None.



- 42 -


Item 5.  Other Information.

Rule 10b5-1 Trading Arrangements

The following table describes contracts, instructions or written plans for the purchase or sale of our securities intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). There were no non-Rule 10b5-1 trading arrangements entered into during the quarter ended June 30, 2023.

Name and Title of Director or OfficerDate of Adoption of ArrangementDuration of the ArrangementAggregate Number of Securities to be Purchased or Sold Pursuant to the Arrangement
Stephen E. WakefieldNovember 23, 2022Terminated May 17, 202395,788
Vice President and Chief Operating Officer

Item 6.  Exhibits.
 
Exhibit #Description
3.2Amended and Restated Bylaws of AAON, Inc. effective March 9, 2023 (i)
Certification by Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Certification by Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Certification by Chief Executive Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Certification by Chief Financial Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101
Interactive data files pursuant to Rule 405 of Regulation S-T formatted in iXBRL (Inline Extensible Business Reporting Language): (i) our Consolidated Balance Sheets as of June 30, 2023 and December 31, 2022; (ii) our Consolidated Statements of Income for the six months ended June 30, 2023 and 2022; (iii) our Consolidated Statements of Stockholders’ Equity for the six months ended June 30, 2023 and 2022; (iv) our Consolidated Statements of Cash Flows for the six months ended June 30, 2023 and 2022; and (vi) the notes to our Consolidated Financial Statements.
104Cover Page Interactive Data File pursuant to Rule 406 of Regulation S-T formatted in iXBRL (Inline Extensible Business Reporting Language) and contained in Exhibit 101.
(i)Incorporated herein by reference to the exhibit to our Form 8-K dated March 9, 2023.
 
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 thereunto duly authorized.

 AAON, INC.
   
   
Dated: August 03, 2023By:
/s/ Gary D. Fields
  
Gary D. Fields
 Chief Executive Officer
   
   
Dated: August 03, 2023By:/s/ Rebecca A. Thompson
  Rebecca A. Thompson
Chief Financial Officer


- 43 -

Exhibit 31.1
CERTIFICATION
I, Gary D. Fields, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of AAON, Inc.

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; and

b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; and

c)evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)disclosed in this report any change in the registrant’s internal controls over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:August 03, 2023
/s/ Gary D. Fields
  
 
Gary D. Fields
 Chief Executive Officer


Exhibit 31.2
CERTIFICATION
I, Rebecca A. Thompson, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of AAON, Inc.

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; and

b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; and

c)evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)disclosed in this report any change in the registrant’s internal controls over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:August 03, 2023
/s/ Rebecca A. Thompson
  
 Rebecca A. Thompson
 Chief Financial Officer


Exhibit 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Quarterly Report of AAON, Inc. (the “Company”), on Form 10-Q for the quarter ended June 30, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Gary D. Fields, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1)           The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)           The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
 
 
Date:August 03, 2023
/s/ Gary D. Fields
  
 
Gary D. Fields
 Chief Executive Officer


Exhibit 32.2

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
 
 
In connection with the Quarterly Report of AAON, Inc. (the “Company”), on Form 10-Q for the quarter ended June 30, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Rebecca A. Thompson, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1)           The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)           The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

 
Date:August 03, 2023
/s/ Rebecca A. Thompson
  
 
Rebecca A. Thompson
 Chief Financial Officer

v3.23.2
Cover Page - shares
6 Months Ended
Jun. 30, 2023
Aug. 01, 2023
Cover [Abstract]    
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Jun. 30, 2023  
Document Transition Report false  
Entity File Number 0-18953  
Entity Registrant Name AAON, INC.  
Entity Central Index Key 0000824142  
Current Fiscal Year End Date --12-31  
Document Fiscal Year Focus 2023  
Document Fiscal Period Focus Q2  
Amendment Flag false  
Entity Incorporation, State or Country Code NV  
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  
Title of 12(b) Security Common Stock, $.004 par value per share  
Trading Symbol AAON  
Security Exchange Name NASDAQ  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Large Accelerated Filer  
Entity Small Business false  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   54,406,322
v3.23.2
Consolidated Balance Sheets - USD ($)
$ in Thousands
Jun. 30, 2023
Dec. 31, 2022
Current assets:    
Cash and cash equivalents $ 5,237 $ 5,451
Restricted Cash 22,428 498
Accounts receivable, net of allowance for credit losses of $306 and $477, respectively 154,111 127,158
Income tax receivable 2,699 0
Inventories, net 215,408 198,939
Contract assets 19,862 15,151
Prepaid expenses and other 4,466 1,919
Total current assets 424,211 349,116
Property, plant and equipment:    
Land 15,291 8,537
Buildings 187,237 169,156
Machinery and equipment 370,414 342,045
Furniture and fixtures 38,344 30,033
Total property, plant and equipment 611,286 549,771
Less: Accumulated depreciation 263,890 245,026
Property, plant and equipment, net 347,396 304,745
Intangible assets, net 62,803 64,606
Goodwill 81,892 81,892
Right of use assets 7,378 7,123
Note receivable 6,371 6,421
Total assets 930,051 813,903
Current liabilities:    
Accounts payable 32,210 45,513
Accrued liabilities 101,201 78,630
Contract liabilities 20,262 21,424
Total current liabilities 153,673 145,567
Revolving credit facility, long-term 78,536 71,004
Deferred tax liabilities 14,223 18,661
Other long-term liabilities 11,364 11,508
New market tax credit obligation1 12,144 6,449 [1]
Commitments and contingencies
Stockholders' equity:    
Preferred stock, $.001 par value, 5,000,000 shares authorized, no shares issued 0 0
Common stock, $.004 par value, 100,000,000 shares authorized, 54,379,324 and 53,425,184 issued and outstanding at June 30, 2023 and December 31, 2022, respectively 218 214
Additional paid-in capital 128,636 98,735
Retained earnings 531,257 461,765
Total stockholders' equity 660,111 560,714
Total liabilities and stockholders' equity $ 930,051 $ 813,903
[1] 1 Held by variable interest entities (Note 16)
v3.23.2
Consolidated Balance Sheets (Parenthetical) - USD ($)
$ in Thousands
Jun. 30, 2023
Dec. 31, 2022
Stockholders' equity:    
Allowance for doubtful accounts $ 306 $ 477
Preferred stock, par value (in dollars per share) $ 0.001 $ 0.001
Preferred stock, shares authorized (in shares) 5,000,000 5,000,000
Preferred stock, shares issued (in shares) 0 0
Common stock, par value (in dollars per share) $ 0.004 $ 0.004
Common stock, shares authorized (in shares) 100,000,000 100,000,000
Common stock, shares issued (in shares) 54,379,324 53,425,184
Common stock, shares outstanding (in shares) 54,379,324 53,425,184
v3.23.2
Consolidated Statements of Income - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Income Statement [Abstract]        
Net sales $ 283,957 $ 208,814 $ 549,910 $ 391,585
Cost of sales 189,939 161,438 378,738 298,145
Gross profit 94,018 47,376 171,172 93,440
Selling, general and administrative expenses 39,272 26,933 72,214 49,989
Loss (gain) on disposal of assets 6 (10) 12 (12)
Income from operations 54,740 20,453 98,946 43,463
Interest expense, net (1,543) (550) (2,693) (740)
Other income, net 163 220 277 241
Income before taxes 53,360 20,123 96,530 42,964
Income tax provision 7,678 4,177 14,034 8,959
Net income $ 45,682 $ 15,946 $ 82,496 $ 34,005
Earnings per share:        
Basic (in dollars per share) $ 0.84 $ 0.30 $ 1.52 $ 0.64
Diluted (in dollars per share) $ 0.82 $ 0.30 $ 1.48 $ 0.63
Weighted average shares outstanding:        
Basic (in shares) 54,293,127 53,095,286 54,175,682 52,992,439
Diluted (in shares) 55,646,387 53,661,876 55,652,332 53,944,616
v3.23.2
Consolidated Statements of Stockholders' Equity - USD ($)
shares in Thousands, $ in Thousands
Total
Common Stock
Paid-in Capital
Retained Earnings
Balance (in shares) at Dec. 31, 2021   52,528    
Balance at Dec. 31, 2021 $ 466,170 $ 210 $ 81,654 $ 384,306
Increase (Decrease) in Stockholders' Equity [Roll Forward]        
Net income 34,005     34,005
Stock options exercised, restricted stock awards granted, and contingent shares issued (Note 16) (in shares)   719    
Stock options exercised, restricted stock awards granted, and contingent shares issued (Note 16) 6,385 $ 3 6,382  
Share-based compensation 6,908   6,908  
Stock repurchased and retired (in shares)   (120)    
Stock repurchased and retired (6,866) $ 0 (6,866) 0
Contingent consideration (6,000)      
Dividends (10,096)     (10,096)
Balance (in shares) at Jun. 30, 2022   53,127    
Balance at Jun. 30, 2022 490,506 $ 213 82,078 408,215
Balance (in shares) at Mar. 31, 2022   53,065    
Balance at Mar. 31, 2022 480,156 $ 212 77,574 402,370
Increase (Decrease) in Stockholders' Equity [Roll Forward]        
Net income 15,946     15,946
Stock options exercised, restricted stock awards granted, and contingent shares issued (Note 16) (in shares)   114    
Stock options exercised, restricted stock awards granted, and contingent shares issued (Note 16) 3,493 $ 1 3,492  
Share-based compensation 3,796   3,796  
Stock repurchased and retired (in shares)   (52)    
Stock repurchased and retired (2,784) $ 0 (2,784)  
Dividends (10,101)     (10,101)
Balance (in shares) at Jun. 30, 2022   53,127    
Balance at Jun. 30, 2022 490,506 $ 213 82,078 408,215
Balance (in shares) at Dec. 31, 2022   53,425    
Balance at Dec. 31, 2022 560,714 $ 214 98,735 461,765
Increase (Decrease) in Stockholders' Equity [Roll Forward]        
Net income 82,496     82,496
Stock options exercised, restricted stock awards granted, and contingent shares issued (Note 16) (in shares)   967    
Stock options exercised, restricted stock awards granted, and contingent shares issued (Note 16) 23,244 $ 4 23,240  
Share-based compensation 7,823   7,823  
Stock repurchased and retired (in shares)   (13)    
Stock repurchased and retired (1,162) $ 0 (1,162)  
Dividends (13,004)     (13,004)
Balance (in shares) at Jun. 30, 2023   54,379    
Balance at Jun. 30, 2023 660,111 $ 218 128,636 531,257
Balance (in shares) at Mar. 31, 2023   54,202    
Balance at Mar. 31, 2023 609,414 $ 217 117,077 492,120
Increase (Decrease) in Stockholders' Equity [Roll Forward]        
Net income 45,682     45,682
Stock options exercised, restricted stock awards granted, and contingent shares issued (Note 16) (in shares)   178    
Stock options exercised, restricted stock awards granted, and contingent shares issued (Note 16) 7,388 $ 1 7,387  
Share-based compensation 4,304   4,304  
Stock repurchased and retired (in shares)   (1)    
Stock repurchased and retired (132)   (132) 0
Dividends (6,545)     (6,545)
Balance (in shares) at Jun. 30, 2023   54,379    
Balance at Jun. 30, 2023 $ 660,111 $ 218 $ 128,636 $ 531,257
v3.23.2
Consolidated Statements of Cash Flows - USD ($)
$ in Thousands
6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Operating Activities    
Net income $ 82,496 $ 34,005
Adjustments to reconcile net income to net cash provided by operating activities:    
Depreciation and amortization 21,236 16,300
Amortization of debt issuance costs 32 21
Amortization of right of use assets 67 143
(Recoveries of) provision for credit losses on accounts receivable, net of adjustments (171) 181
Provision for excess and obsolete inventories, net of write-offs 1,458 148
Share-based compensation 7,823 6,908
Loss (gain) on disposal of assets 12 (12)
Foreign currency transaction (gain) loss (13) 9
Interest income on note receivable (10) (11)
Deferred (4,438) (127)
Changes in assets and liabilities:    
Accounts receivable (26,782) (53,736)
Income taxes (15,171) (1,895)
Inventories (17,927) (33,879)
Contract assets (4,711) (2,820)
Prepaid expenses and other (2,502) (3,066)
Accounts payable (14,874) 6,490
Contract liabilities (1,162) 22,217
Extended warranties 1,526 421
Accrued liabilities and other long-term liabilities 33,051 7,123
Net cash provided by (used in) operating activities 59,940 (1,580)
Investing Activities    
Capital expenditures (60,629) (27,227)
Cash paid for building (Note 18) 0 (22,000)
Cash paid in business combination, net of cash acquired 0 (249)
Proceeds from sale of property, plant and equipment 104 12
Principal payments from note receivable 28 27
Net cash used in investing activities (60,497) (49,437)
Financing Activities    
Proceeds from financing obligation, net of issuance costs 6,061 0
Payment related to financing costs (398) 0
Borrowings under revolving credit facility 279,961 94,900
Payments under revolving credit facility (272,429) (28,651)
Principal payments on financing lease 0 (28)
Stock options exercised 23,244 6,385
Repurchase of stock 0 (5,912)
Employee taxes paid by withholding shares (1,162) (954)
Cash dividends paid to stockholders 13,004 0
Net cash provided by financing activities 22,273 65,740
Net increase in cash, cash equivalents and restricted cash 21,716 14,723
Cash, cash equivalents and restricted cash, beginning of period 5,949 3,487
Cash, cash equivalents and restricted cash, end of period $ 27,665 $ 18,210
v3.23.2
General
6 Months Ended
Jun. 30, 2023
Basis of Presentation and Significant Accounting Policies [Abstract]  
General General
Basis of Presentation

AAON, Inc. is a Nevada corporation which was incorporated on August 18, 1987. Our operating subsidiaries include AAON, Inc. ("AAON Oklahoma"), an Oklahoma corporation, AAON Coil Products, Inc. ("AAON Coil Products"), a Texas corporation, and BasX, Inc. ("BASX"), an Oregon corporation (collectively, the “Company”). The accompanying unaudited consolidated financial statements of AAON, Inc. and our operating subsidiaries, all of which are wholly-owned, have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and with the rules and regulations of the Securities and Exchange Commission (“SEC”).

Our financial statements consolidate all of our affiliated entities in which we have a controlling financial interest. Because we hold certain rights that give us the power to direct the activities of two variable interest entities ("VIEs") (Note 16) that most significantly impact the VIEs economic performance, combined with a variable interest that gives us the right to receive potentially significant benefits or the obligation to absorb potentially significant losses, we have a controlling financial interest in those VIEs.

These financial statements have not been audited by the Company's independent registered public accounting firm, except that the consolidated balance sheet at December 31, 2022 is derived from audited consolidated financial statements. Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. The financial statements reflect all adjustments (all of which are of a normal recurring nature) which are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented. Interim results are not necessarily indicative of the results that may be expected for a full year. Certain disclosures have been condensed in or omitted from these consolidated financial statements. The accompanying unaudited financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. All intercompany balances and transactions have been eliminated in consolidation.
 
We are 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, packaged outdoor mechanical rooms, air handling units, makeup air units, energy recovery units, condensing units, geothermal/water-source heat pumps, coils, and controls.

Use of Estimates
 
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Because these estimates and assumptions require significant judgment, actual results could differ from those estimates and could have a significant impact on our results of operations, financial position and cash flows. We reevaluate our estimates and assumptions as needed, but at a minimum on a quarterly basis. The most significant estimates include, but are not limited to, inventory valuation, inventory reserves, warranty accrual, medical insurance accrual, income taxes, useful lives of property, plant, and equipment, estimated future use of leased property, share-based compensation, business combinations, revenue percentage of completion and estimated costs to complete. Actual results could differ materially from those estimates.

Inflation and Labor Market

In 2022 and continuing into 2023, we have witnessed increases in our raw material and component prices. Due to our favorable liquidity position, we continue to make strategic purchases of materials when we see opportunities. We continue to manage the increase in the cost of raw materials through price increases for our products. We have also experienced supply chain challenges related to specific manufacturing parts, which we have managed through our strong vendor relationships as well as expanding our list of vendors.
Additionally, we continue to experience challenges in a tight labor market, especially the hiring of both skilled and unskilled production labor. We have implemented the following wage increases to remain competitive and to attract and retain employees:
In March 2022, we awarded annual merit raises for an overall 3.0% increase to wages.
In October 2022, we implemented a cost of living increase of 3.5% in place for all employees
below the Senior Leadership Team ("SLT") level.
In March 2023, we awarded annual merit raises for an overall 3.9% increase to wages.

We will continue to implement human resource initiatives to retain and attract labor to further increase production capacity. Beginning in 2023, initiatives included changing our employee paid time off policy, historically awarded in arrears at the beginning of each quarter, to accrue ratably over each pay period. Additionally, we enhanced our benefits for short-term disability, life insurance, paid parental leave, and paid military leave.

Despite efforts to mitigate the impact of inflation, supply chain issues and the tight labor market, future disruptions, while temporary, could negatively impact our consolidated financial position, results of operations and cash flows.
Change in Estimate

During the first quarter of 2022, a review of the Company’s useful lives for certain sheet metal manufacturing equipment at our Longview, Texas location resulted in a change in estimate that increased the useful lives from between ten and twelve years to fifteen years. This determination was based on recent and estimated future production levels as well as management’s knowledge of the equipment and historical and future use of the equipment. The change in estimate was made prospectively and resulted in a decrease to depreciation expense within cost of sales on our consolidated statements of income of $1.8 million during the six months ended June 30, 2022.

WH Series and WV Series Water Source Heat Pump Units

As part of the normal course of business, management continually monitors the profitability of the Company's various product series offerings. During the third quarter of 2022, management made the decision to no longer produce our small packaged geothermal/water-source heat pump units consisting of the WH Series horizontal configuration and WV Series vertical configuration, from one-half to 12 1/2 tons ("WH/WV"). These WH/WV units were produced solely out of the AAON Oklahoma facility. Production of the remaining WH/WV backlog was completed during the second quarter 2023.

Accounting Policies
 
A comprehensive discussion of our critical accounting policies and management estimates is included in Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2022.

Fair Value Measurements

The carrying amounts of cash and cash equivalents, receivables, accounts payable, and accrued liabilities approximate fair value because of the short-term maturity of the items. The carrying amount of the Company’s revolving line of credit, and other payables, approximate their fair values either due to their short term nature, the variable rates associated with the debt or based on current rates offered to the Company for debt with similar characteristics.

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date. Fair value is based upon assumptions that market participants would use when pricing an asset or liability. We use the following fair value hierarchy, which prioritizes valuation technique inputs used to measure fair value into three broad levels:

Level 1: Quoted prices in active markets for identical assets and liabilities that we have the ability to access at the measurement date.
Level 2: Inputs (other than quoted prices included within Level 1) that are either directly or indirectly observable for the asset or liability, including (i) quoted prices for similar assets or liabilities in active markets, (ii) quoted prices for identical or similar assets or liabilities in inactive markets, (iii) inputs other than quoted prices that are observable for the asset or liability, and (iv) inputs that are derived from observable market data by correlation or other means.
Level 3: Unobservable inputs for the asset or liability including situations where there is little, if any, market activity for the asset or liability. Items categorized in Level 3 include the estimated fair values of property, plant and equipment, intangible assets, contingent consideration, and goodwill acquired in a business combination.

The fair value hierarchy gives the highest priority to quoted prices in active markets (Level 1) and the lowest priority to unobservable inputs (Level 3). In some cases, the inputs used to measure fair value might fall into different levels of the fair value hierarchy. The lowest level input that is significant to a fair value measurement determines the applicable level in the fair value hierarchy. Assessing the significance of a particular input to a fair value measurement requires judgment, considering factors specific to the asset or liability.

Definite-Lived Intangible Assets

Our definite-lived intangible assets include various trademarks, service marks, and technical knowledge acquired in business combinations. We amortize our definite-lived intangible assets on a straight-line basis over the estimated useful lives of the assets. We evaluate the carrying value of our amortizable intangible assets for potential impairment when events and circumstances warrant such a review. 

Amortization is computed using the straight-line method over the following estimated useful lives:

Intellectual property30 years
Customer relationships14 years

Goodwill and Indefinite-Lived Intangible Assets

Goodwill represents the excess of the consideration paid for the acquired businesses over the fair value of the individual assets acquired, net of liabilities assumed. Goodwill and indefinite-lived intangible assets are not amortized, but instead are evaluated for impairment at least annually. We perform our annual assessment of impairment during the fourth quarter of our fiscal year, and more frequently if circumstances warrant.

The changes in the carrying amount of goodwill were as follows:

Six Months Ended June 30,
20232022
(in thousands)
Balance, beginning of period
$81,892 $85,727 
Additions due to acquisitions
— — 
Decreases due to business combination revisions1
— (3,835)
Balance, end of period$81,892 $81,892 
  1 Revisions related to the December 2021 acquisition of BASX.

Recent Accounting Pronouncements

Changes to U.S. GAAP are established by the Financial Accounting Standards Board ("FASB") in the form of Accounting Standards Updates ("ASUs") to the FASB's Accounting Standards Codification ("ASC"). We consider the applicability and impact of all ASUs. ASUs not listed or included within the Company's Annual Report on Form 10-K for the year ended December 31, 2022, were assessed and determined to be either not applicable or are expected to have minimal impact on our consolidated financial statements and notes thereto.
v3.23.2
Revenue Recognition
6 Months Ended
Jun. 30, 2023
Revenue from Contract with Customer [Abstract]  
Revenue Recognition Revenue Recognition
 
The following tables show disaggregated net sales by reportable segment (Note 19) by major source, net of intercompany sales eliminations.

Three Months Ended June 30, 2023
AAON OklahomaAAON Coil ProductsBASXTotal
(in thousands)
Rooftop units$196,065 $— $— $196,065 
Condensing units61 11,329 — 11,390 
Air handlers— 12,610 2,600 15,210 
Outdoor mechanical rooms— 61 — 61 
Cleanroom systems— — 17,086 17,086 
Data center cooling solutions— 1,794 15,877 17,671 
Water-source heat pumps398 3,086 — 3,484 
Part sales15,963 — 243 16,206 
Other1
5,727 1,201 (144)6,784 
$218,214 $30,081 $35,662 $283,957 
Three Months Ended June 30, 2022
AAON OklahomaAAON Coil ProductsBASXTotal
(in thousands)
Rooftop units$138,616 $— $— $138,616 
Condensing units— 11,949 — 11,949 
Air handlers— 11,540 2,945 14,485 
Outdoor mechanical rooms— 260 — 260 
Cleanroom systems— — 8,246 8,246 
Data center cooling solutions— — 12,837 12,837 
Water-source heat pumps1,876 1,798 — 3,674 
Part sales13,857 — 331 14,188 
Other1
3,132 1,207 220 4,559 
$157,481 $26,754 $24,579 $208,814 
 1 Other sales include freight, extended warranties and miscellaneous revenue.
Six Months Ended June 30, 2023
AAON OklahomaAAON Coil ProductsBASXTotal
(in thousands)
Rooftop units$376,091 $— $— $376,091 
Condensing units61 26,607 — 26,668 
Air handlers— 24,831 5,638 30,469 
Outdoor mechanical rooms208 212 — 420 
Cleanroom systems— — 29,708 29,708 
Data center cooling solutions— 3,240 30,353 33,593 
Water-source heat pumps3,128 6,166 — 9,294 
Part sales29,867 491 30,359 
Other1
10,861 2,436 11 13,308 
$420,216 $63,493 $66,201 $549,910 
Six Months Ended June 30, 2022
AAON OklahomaAAON Coil ProductsBASXTotal
(in thousands)
Rooftop units$260,322 $— $— $260,322 
Condensing units242 20,925 — 21,167 
Air handlers— 20,978 4,284 25,262 
Outdoor mechanical rooms554 370 — 924 
Cleanroom systems— — 16,285 16,285 
Data center cooling solutions— — 23,705 23,705 
Water-source heat pumps4,862 4,151 — 9,013 
Part sales24,073 — 331 24,404 
Other1
7,295 2,265 943 10,503 
$297,348 $48,689 $45,548 $391,585 
 1 Other sales include freight, extended warranties and miscellaneous revenue.

Due to the highly customized nature of many of the Company’s products and each product not having an alternative use to the Company without significant costs to the Company, the Company recognizes revenue over time as progress is made toward satisfying the performance obligations of each contract. The Company has formal cancellation policies and generally does not accept returns on these units. As a result, many of the Company’s products do not have an alternative use and therefore, for these products we recognize revenue over the time it takes to produce the unit.

Contract costs include direct materials, direct labor, installation, freight and delivery, commissions and royalties. Other costs not related to contract performance, such as indirect labor and materials, small tools and supplies, operating expenses, field rework and back charges are charged to expense as incurred. Provisions for estimated losses on contracts in progress are made in the period in which such losses are determined. Changes in job performance, job conditions, and estimated profitability, including those arising from contract penalty provisions and final contract settlements, may result in revisions to costs and income, and are estimated and recognized by the Company throughout the life of the contract. The aggregate of costs incurred and income recognized on uncompleted contracts in excess of billings is shown as a contract asset within our consolidated balance sheets, and the aggregate of billings on uncompleted contracts in excess of related costs incurred and income recognized is shown as a contract liability within our consolidated balance sheets.

For all other products that are part sales or standardized units, the Company recognizes revenue, presented net of sales tax, when it satisfies the performance obligation in its contracts. As the primary performance obligation in such a contract is
delivery of the requested manufactured equipment, we satisfy the performance obligation when the control is passed to the customer, generally at time of shipment. Final sales prices are fixed based on purchase orders.

Sales allowances and customer incentives are treated as reductions to sales and are provided for based on historical experiences and current estimates.

Historically, sales of our products were moderately seasonal with the peak period being May-October of each year due to timing of construction projects being directly related to warmer weather. However, in recent years, given the increases in demand of our product and increases in our backlog, sales have become more constant throughout the year.

Product Warranties

A provision is made for the estimated cost of maintaining product warranties to customers at the time the product is sold based upon historical claims experience by product line. The Company records a liability and an expense for estimated future warranty claims based upon historical experience and management’s estimate of the level of future claims. Changes in the estimated amounts recognized in prior years are recorded as an adjustment to the liability and expense in the current year.

The Company also sells extended warranties on parts for various lengths of time ranging from six months to 10 years. Revenue for these separately priced warranties is deferred and recognized on a straight-line basis over the separately priced warranty period.

Representatives and Third Party Products

We are responsible for billings and collections resulting from all sales transactions, including those initiated by our independent manufacturer representatives (“Representatives”). Representatives are national companies that are in the business of providing HVAC units and other related products and services to customers. The end user customer orders a bundled group of products and services from the Representative and expects the Representative to fulfill the order. These additional products and services may include controls purchased from another manufacturer to operate the unit, start-up services, and curbs for supporting the unit (“Third Party Products”). All are associated with the purchase of a HVAC unit but may be provided by the Representative or another third party. Only after the specifications are agreed to by the Representative and the customer, and the decision is made to use an AAON HVAC unit, will we receive notice of the order. We establish the amount we must receive for our HVAC unit (“minimum sales price”), but do not control the total order price that is negotiated by the Representative with the end user customer. The Representatives submit the total order price to us for invoicing and collection. The total order price includes our minimum sales price and an additional amount which may include both the Representatives’ fee and amounts due for additional products and services required by the customer. The Company is considered the principal for the equipment we design and manufacture and records that revenue. The Company has no control over the Third Party Products to the end customer and the Company is under no obligation related to the Third Party Products. Amounts related to Third Party Products are not recognized as revenue but are recorded as a liability and are included in accrued liabilities on the consolidated balance sheets.

The Representatives’ fee and Third Party Products amounts (“Due to Representatives”) are paid only after all amounts associated with the order are collected from the customer. The amount of payments to our Representatives were $13.0 million and $11.4 million for the three months ended June 30, 2023 and 2022, respectively, and $26.3 million and $17.9 million for the six months ended June 30, 2023 and 2022, respectively.
v3.23.2
Leases
6 Months Ended
Jun. 30, 2023
Leases [Abstract]  
Leases Leases
The Company has various lease arrangements for certain manufacturing and warehousing facilities, equipment rental, as well as administrative facilities. Currently, all leases are classified as operating leases.

The following table presents the balances by lease type:
Balance Sheet ClassificationJune 30, 2023December 31, 2022
Operating Leases
Right of use assetsRight of use assets$7,378 $7,123 
Lease liability, short-termAccrued liabilities$1,607 $1,254 
Lease liability, long-termOther long-term liabilities$5,962 $5,993 

Since 2018, the Company has leased the manufacturing, engineering and office space used by our operations in Parkville, Missouri, which is classified as an operating lease. In October 2022, the Parkville, Missouri lease was amended to expand our manufacturing and office space from 51,000 square feet to 86,000 square feet. The amended lease provides for approximately 31,000 square feet of additional manufacturing and engineering space and approximately 4,000 square feet of additional office space. The amended lease extends the lease term through December 31, 2032.

In November 2022, the Company entered into a lease agreement for land and facilities in Tulsa, Oklahoma which provides an additional 198,000 square feet to support our operations. The lease term will expire October 31, 2025.

On July 28, 2023, the Company entered into a lease agreement with a start date of September 1, 2023, for land and approximately 72,000 square feet of facilities in Redmond, Oregon to support our manufacturing operations. The lease term is approximately five years with additional renewal options. This lease will be classified as an operating lease starting in third quarter of 2023.
v3.23.2
Accounts Receivable
6 Months Ended
Jun. 30, 2023
Receivables [Abstract]  
Accounts Receivable Accounts Receivable
Accounts receivable and the related allowance for credit losses are as follows:
 
 June 30,
2023
December 31, 2022
 (in thousands)
Accounts receivable$154,417 $127,635 
Less:  Allowance for credit losses(306)(477)
Total, net
$154,111 $127,158 

 
 Three Months EndedSix Months Ended
 June 30,
2023
June 30,
2022
June 30,
2023
June 30,
2022
Allowance for credit losses:(in thousands)
Balance, beginning of period$421 $837 $477 $549 
(Recoveries of) provisions for expected credit(115)(107)(171)181 
losses, net of adjustments
Accounts receivable written off, net of recoveries
— (167)— (167)
Balance, end of period$306 $563 $306 $563 
v3.23.2
Inventories
6 Months Ended
Jun. 30, 2023
Inventory Disclosure [Abstract]  
Inventories Inventories
Inventories are valued at the lower of cost or net realizable value. Cost is determined by the first-in, first-out (“FIFO”) method. We establish an allowance for excess and obsolete inventories based on product line changes, the feasibility of substituting parts and the need for supply and replacement parts.

The components of inventories and related changes in the allowance for excess and obsolete inventories account are as follows:

 June 30,
2023
December 31, 2022
 (in thousands)
Raw materials$210,937 $194,159 
Work in process4,087 3,501 
Finished goods5,665 5,806 
Total, gross
220,689 203,466 
Less:  Allowance for excess and obsolete inventories(5,281)(4,527)
Total, net
$215,408 $198,939 

  Three Months EndedSix Months Ended
 June 30,
2023
June 30,
2022
June 30,
2023
June 30,
2022
Allowance for excess and obsolete inventories:(in thousands)
Balance, beginning of period$4,748 $2,007 $4,527 $1,787 
Provision for (recoveries of) excess and794 (72)1,458 148 
     obsolete inventories
Inventories written off(261)(64)(704)(64)
Balance, end of period$5,281 $1,871 $5,281 $1,871 
v3.23.2
Intangible Assets
6 Months Ended
Jun. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]  
Intangible Assets Intangible assets
Our intangible assets consist of the following:
 June 30, 2023December 31, 2022
Definite-lived intangible assets(in thousands)
Intellectual property$6,295 $6,295 
Customer relationships47,547 47,547 
Less:  Accumulated amortization(5,610)(3,807)
               Total, net48,232 50,035 
Indefinite-lived intangible assets
Trademarks14,571 14,571 
Total intangible assets, net$62,803 $64,606 

Amortization expense recorded in cost of sales is as follows:
 Three Months EndedSix Months Ended
 June 30,
2023
June 30,
2022
June 30,
2023
June 30,
2022
(in thousands)
Amortization expense$901 $901 $1,803 $1,796 

Excluding the impact of any future acquisitions, the Company anticipates amortization expense to be $3.6 million for each of the years ending 2023 through 2027.
v3.23.2
Supplemental Cash Flow Information
6 Months Ended
Jun. 30, 2023
Supplemental Cash Flow Elements [Abstract]  
Supplemental Cash Flow Information Supplemental Cash Flow Information 
 Three Months EndedSix Months Ended
 June 30,
2023
June 30,
2022
June 30,
2023
June 30,
2022
Supplemental disclosures:(in thousands)
Interest paid$1,506 $418 $2,627 $533 
Income taxes paid$33,471 $10,805 $33,643 $10,981 
Non-cash investing and financing activities:  
Non-cash capital expenditures$1,205 $221 $1,571 $679 
Dividends declared$— $10,096 $— $10,096 
v3.23.2
Warranties
6 Months Ended
Jun. 30, 2023
Guarantees [Abstract]  
Warranties Warranties
The Company has product warranties with various terms from one year from the date of first use or 18 months for parts, data center cooling solutions, and cleanroom systems to 25 years for certain heat exchangers. The Company has an obligation to replace parts if conditions under the warranty are met. A provision is made for estimated warranty costs at the time the related products are sold based upon the warranty period, historical trends, new products, and any known identifiable warranty issues.  

Changes in the warranty accrual are as follows:
 Three Months EndedSix Months Ended
 June 30,
2023
June 30,
2022
June 30,
2023
June 30,
2022
Warranty accrual:(in thousands)
Balance, beginning of period$16,209 $13,707 $15,682 $13,769 
Payments made(2,435)(1,679)(4,316)(2,898)
Warranty expense3,126 2,353 5,534 3,510 
Balance, end of period$16,900 $14,381 $16,900 $14,381 
v3.23.2
Accrued Liabilities and Other Long-Term Liabilities
6 Months Ended
Jun. 30, 2023
Payables and Accruals [Abstract]  
Accrued Liabilities and Other Long-Term Liabilities Accrued Liabilities and Other Long-Term Liabilities
Accrued liabilities were comprised of the following:
 June 30,
2023
December 31, 2022
 (in thousands)
Warranty$16,900 $15,682 
Due to representatives17,282 15,545 
Payroll15,190 11,901 
Profit sharing6,087 5,451 
Workers' compensation399 367 
Medical self-insurance1,536 1,178 
Customer prepayments24,510 3,750 
Donations, short-term390 637 
Accrued income taxes— 12,472 
Employee vacation time9,726 6,329 
Lease liability, short-term1,607 1,254 
Property taxes1,722 — 
Extended warranties, short-term2,589 1,330 
Other3,263 2,734 
Total
$101,201 $78,630 


Other long-term liabilities were comprised of the following:
 
 June 30,
2023
December 31, 2022
 (in thousands)
Lease liability$5,962 $5,993 
Extended warranties4,806 4,539 
Donations and other596 976 
Total
$11,364 $11,508 
v3.23.2
Revolving Credit Facility
6 Months Ended
Jun. 30, 2023
Debt Disclosure [Abstract]  
Revolving Credit Facility Revolving Credit Facility
On May 27, 2022, we amended our $100.0 million Amended and Restated Loan Agreement dated November 24, 2021 (as amended, “Revolver”), to provide for maximum borrowings of $200.0 million. As of June 30, 2023 and December 31, 2022, we had $78.5 million and $71.0 million outstanding under the Revolver, respectively. We have one standby letter of credit totaling $0.3 million as of June 30, 2023. Borrowings available under the Revolver at June 30, 2023 were $121.2 million. The Revolver expires on May 27, 2027. On April 20, 2023, we amended the Revolver to allow for the occurrence of transactions associated with the New Markets Tax Credit executed on April 25, 2023 (Note 16).

Any outstanding loans under the Revolver bear interest at the daily compounded secured overnight financing rate ("SOFR") plus the applicable margin. Applicable margin, ranging from 1.25% - 1.75%, is determined quarterly based on the Company's leverage ratio. The Company is also subject to letter of credit fees, ranging from 1.25% - 1.75%, and a commitment fee, ranging from 0.10% - 0.20%. The applicable fee percentage is determined quarterly based on the Company's leverage ratio. The weighted average interest rate on borrowings outstanding on the Revolver was 6.3% and 6.2% for the three and six months ended June 30, 2023, respectively, as compared to 1.9% and 1.7% for the three and six months ended June 30, 2022, respectively. Fees associated with the unused portion of the committed amount are included in interest expense on our consolidated statements of income for the three and six months ended June 30, 2023 and 2022.

If SOFR cannot be determined pursuant to the definition, as defined by the Revolver agreement, any outstanding affected loans will be deemed to have been converted into alternative base rate ("ABR") loans. ABR loans would bear interest at a rate per annum equal to the highest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Rate in effect on such day plus 0.50%, or (c) daily simple SOFR for a one-month tenor in effect on such day plus 1.00%.
At June 30, 2023, we were in compliance with our covenants, as defined by the Revolver. Our financial covenants require that we meet certain parameters related to our leverage ratio. At June 30, 2023, our leverage ratio was 0.37 to 1.0, which meets the requirement of not being above 3 to 1.
v3.23.2
Income Taxes
6 Months Ended
Jun. 30, 2023
Income Tax Disclosure [Abstract]  
Income Taxes Income Taxes
The provision (benefit) for income taxes consists of the following:
 Three Months EndedSix Months Ended
 June 30,
2023
June 30,
2022
June 30,
2023
June 30,
2022
 (in thousands)
Current$13,037 $5,277 $18,472 $9,086 
Deferred(5,359)(1,100)(4,438)(127)
     Income tax provision$7,678 $4,177 $14,034 $8,959 

The provision for income taxes differs from the amount computed by applying the Federal statutory income tax rate before the provision for income taxes.

The reconciliation of the Federal statutory income tax rate to the effective income tax rate is as follows:

 Three Months EndedSix Months Ended
 June 30,
2023
June 30,
2022
June 30,
2023
June 30,
2022
Federal statutory rate21.0 %21.0 %21.0 %21.0 %
State income taxes, net of Federal benefit4.6 6.3 4.4 4.5 
Excess tax benefits related to share-based compensation (Note 12)
(3.8)(1.0)(6.0)(1.7)
Return to provision— (1.2)(0.1)(0.6)
Research and development credits(1.2)(1.5)(1.3)(1.2)
Change in valuation allowance (Oklahoma Investment Credit)(5.8)— (3.2)— 
Other(0.4)(2.8)(0.3)(1.1)
     Effective tax rate14.4 %20.8 %14.5 %20.9 %
We have historically earned investment tax credits from the state of Oklahoma’s manufacturing property investment program. We use the flow-through method to account for investment tax credits earned on eligible tangible asset expenditures. Under this method, the investment tax credits are recognized as a reduction to our Oklahoma income tax expense in the year they are used. As part of our expansion projects in Oklahoma, we identified a separate, more advantageous Oklahoma credit program (non income tax related) which will cause us to discontinue our accumulation of credits for Oklahoma’s manufacturing property investment program after the 2022 tax year.

The Company had investment tax credit carryforwards with a valuation allowance reserved against them as we did not have sufficient taxable income to utilize the carryforwards, in part because we generated more credit each year than we were able to utilize. Because the Company will not generate additional excess credits after our 2022 tax year, we will be able to use our credit carryforwards against future taxable income and the related valuation allowance was reversed resulting in a one-time benefit of $3.1 million to the income tax provision for the three and six months ended June 30, 2023. As of June 30, 2023, we have investment tax credit carryforwards of approximately $4.9 million. These credits have estimated expirations from the year 2039 through 2043.

The Company's estimated annual 2023 effective tax rate, excluding discrete events, is approximately 24.1%. We file income tax returns in the U.S., state and foreign income tax returns jurisdictions. We are subject to U.S. income tax examinations for tax years 2019 to present, and to non-U.S. income tax examinations for the tax years 2018 to present. In addition, we are subject to state and local income tax examinations for the tax years 2018 to present. The Company continues to evaluate its need to file returns in various state jurisdictions. Any interest or penalties would be recognized as a component of income tax expense.
v3.23.2
Share-Based Compensation
6 Months Ended
Jun. 30, 2023
Share-Based Payment Arrangement [Abstract]  
Share-Based Compensation Share-Based Compensation
On May 22, 2007, our stockholders adopted a Long-Term Incentive Plan (“LTIP”) which provided an additional 3.3 million shares that could be granted in the form of stock options, stock appreciation rights, restricted stock awards, performance units and performance awards. Under the LTIP, the exercise price of shares granted could not be less than 100% of the fair market value at the date of the grant.

On May 24, 2016, our stockholders adopted the 2016 Long-Term Incentive Plan ("2016 Plan") which provides for approximately 8.9 million shares, comprised of 3.4 million new shares provided for under the 2016 Plan, approximately 0.4 million shares that were available for issuance under the previous LTIP that are now authorized for issuance under the 2016 Plan, approximately 2.6 million shares that were approved by the stockholders on May 15, 2018, and an additional 2.5 million shares that were approved by the stockholders on May 12, 2020.

Under the 2016 Plan, shares can be granted in the form of stock options, stock appreciation rights, restricted stock awards, performance awards, dividend equivalent rights, and other awards. Under the 2016 Plan, the exercise price of shares granted may not be less than 100% of the fair market value at the date of the grant. The 2016 Plan is administered by the Compensation Committee of the Board of Directors or such other committee of the Board of Directors as is designated by the Board of Directors (the “Committee”). Membership on the Committee is limited to independent directors. The Committee may delegate certain duties to one or more officers of the Company as provided in the 2016 Plan. The Committee determines the persons to whom awards are to be made, determines the type, size and terms of awards, interprets the 2016 Plan, establishes and revises rules and regulations relating to the 2016 Plan and makes any other determinations that it believes necessary for the administration of the 2016 Plan.
Options

The following weighted average assumptions were used to determine the fair value of the stock options granted on the original grant date for expense recognition purposes for options granted during the six months ended June 30, 2023 and 2022 using a Black Scholes-Merton Model:
 Six months ended
 June 30, 2023June 30, 2022
Directors and SLT1:
  
Expected (annual) dividend rate$0.48$0.38
Expected volatility37.89%35.95%
Risk-free interest rate4.39%2.17%
Expected life (in years)4.04.0
Employees:  
Expected (annual) dividend rate$0.48$0.38
Expected volatility38.52%37.29%
Risk-free interest rate4.40%2.11%
Expected life (in years)3.03.0
1 SLT consists of officers and key members of management.
 
The expected term of the options is based on evaluations of historical and expected future employee exercise behavior. The risk-free interest rate is based on the U.S. Treasury rates at the date of grant with maturity dates approximately equal to the expected life at the grant date. Volatility is based on historical volatility of our stock over time periods equal to the expected life at grant date.
 
The following is a summary of stock options vested and exercisable as of June 30, 2023:

 
Range of
Exercise
Prices
Number
of
Shares
Weighted
Average
Remaining
Contractual Life
(in years)
Weighted
Average
Exercise
Price
Intrinsic
Value
(in thousands)
$20.92 -$41.37 1,048,962 4.79$37.06 $60,579 
$42.42 -$55.30 364,787 6.9946.34 17,682 
$55.50 -$97.89 137,879 7.6672.62 3,060 
Total1,551,628 5.56$42.40 $81,321 
 
A summary of stock option activity under the plans is as follows:

Stock OptionsSharesWeighted
Average
Exercise
Price
Outstanding at December 31, 2022
3,040,347 $45.20 
Granted
213,164 91.49 
Exercised
(532,830)43.62 
Forfeited or Expired
(38,727)51.88 
Outstanding at June 30, 2023
2,681,954 $49.09 
Exercisable at June 30, 2023
1,551,628 $42.40 
 
The total pre-tax compensation cost related to unvested stock options not yet recognized as of June 30, 2023 is $13.1 million and is expected to be recognized over a weighted average period of approximately 1.6 years.
The total intrinsic value of options exercised during the six months ended June 30, 2023 and 2022 was $25.3 million and $3.5 million, respectively. The cash received from options exercised during the six months ended June 30, 2023 and 2022 was $23.2 million and $6.4 million, respectively. The impact of these cash receipts is included in financing activities in the accompanying consolidated statements of cash flows.

Restricted Stock

The fair value of restricted stock awards is based on the fair market value of AAON, Inc. common stock on the respective grant dates, reduced for the present value of dividends. At June 30, 2023, unrecognized compensation cost related to unvested restricted stock awards was approximately $6.6 million, which is expected to be recognized over a weighted average period of approximately 1.8 years.

A summary of the unvested restricted stock awards is as follows:
SharesWeighted
Average
Grant Date
Fair Value
Unvested at December 31, 2022
144,826 $50.00 
Granted
46,492 89.26 
Vested
(60,373)48.67 
Forfeited
(1,112)56.35 
Unvested at June 30, 2023
129,833 $64.62 

PSUs

We have awarded performance restricted stock units ("PSUs") to certain officers and employees under our 2016 Plan. Unlike our restricted stock awards, these PSUs are not considered legally outstanding and do not accrue dividends during the vesting period. These PSUs vest based on the level of achievement with respect to the Company's total shareholder return ("TSR") benchmarked against similar companies included in the capital goods sector of the S&P SmallCap 600 Index. The TSR measurement period is three years. At the end of the measurement period, each award will be converted into common stock at 0% to 200% of the PSUs held, depending on overall TSR as compared to the S&P SmallCap 600 Index benchmark companies.

The total pre-tax compensation cost related to unvested PSUs not yet recognized as of June 30, 2023 is $5.7 million and is expected to be recognized over a weighted average period of approximately 2.0 years.

The following weighted average assumptions were used to determine the fair value of the PSUs granted on the original grant date for expense recognition purposes for PSUs granted during the six months ended June 30, 2023 and 2022 using a Monte Carlo Model:
 Six months ended
 June 30, 2023June 30, 2022
 
Expected (annual) dividend rate$0.48$0.38
Expected volatility32.71%37.60%
Risk-free interest rate4.66%2.00%
Expected life (in years)2.82.8
 
The expected term of the PSUs is based on their remaining performance period. The risk-free interest rate is based on the U.S. Treasury rates at the date of grant with maturity dates approximately equal to the expected life at the grant date. Volatility is based on historical volatility of our stock over time periods equal to the expected life at grant date.
A summary of the unvested PSUs is as follows:
SharesWeighted
Average
Grant Date
Fair Value
Unvested at December 31, 2022
62,659 $54.92 
Granted
38,759 126.61 
Vested
— — 
Forfeited
— — 
Unvested at June 30, 20231
101,418 $82.32 
1Consists of 14,817 PSUs cliff vesting December 31, 2023, 47,842 PSUs cliff vesting December 31, 2024, and 38,759 PSUs cliff vesting December 31, 2025.

Key Employee Awards

As part of the December 2021 acquisition of BASX, the Company granted awards to key employees of BASX ("Key Employee Awards"). Unlike our restricted stock awards under the 2016 Plan, the Key Employee Awards are not considered legally outstanding and do not accrue dividends during the vesting period. The potential future issuance of the Key Employee Awards is contingent upon BASX meeting certain post-closing earn-out milestones during each of the years ending 2021, 2022 and 2023 as defined by the BASX acquisition membership interest purchase agreement ("MIPA Agreement") and continued employment with the Company. At the end of the earn-out period, ending December 31, 2023, each eligible Key Employee Award will vest and be converted into common stock. The fair value of Key Employee Awards is based on the fair market value of AAON common stock on the grant date.

The total pre-tax compensation cost related to unvested Key Employee Awards not yet recognized as of June 30, 2023 is $0.5 million and is expected to be recognized over a weighted average period of approximately 0.5 years.

A summary of the unvested Key Employee Awards is as follows:
SharesWeighted
Average
Grant Date
Fair Value
Unvested at December 31, 2022
26,599 $80.18 
Granted
— — 
Vested
— — 
Forfeited
— — 
Unvested at June 30, 2023
26,599 $80.18 
Share-Based Compensation

A summary of share-based compensation is as follows:

Three Months EndedSix Months Ended
 June 30,
2023
June 30,
2022
June 30,
2023
June 30,
2022
Grant date fair value of awards during the period:(in thousands)
Options$445 $650 $5,118 $5,499 
PSUs1,666 219 4,907 2,081 
Restricted stock1,244 1,018 4,150 3,155 
Total$3,355 $1,887 $14,175 $10,735 
Share-based compensation expense:
Options$2,311 $2,339 $4,376 $4,379 
PSUs716 292 1,083 477 
Restricted stock1,024 843 1,850 1,522 
Key employee awards253 322 514 530 
Total$4,304 $3,796 $7,823 $6,908 
Income tax benefit related to share-based compensation:
Options$1,840 $198 $5,161 $491 
Restricted stock199 664 228 
Total$2,039 $207 $5,825 $719 
 

Share-based compensation expense is recognized on a straight-line basis over the service period of the related share-based compensation award. Historically, stock options and restricted stock awards, granted to employees, vested at a rate of 20% per year. Restricted stock awards granted to directors historically vested one-third each year or, if granted on or after May 2019, vest over the shorter of directors' remaining elected term or one-third each year. As of March 2021, all new grants of stock options and restricted stock awards, granted to employees, vest at a rate of 33.3% per year. Forfeitures are accounted for as they occur.

Historically, if the employee or director is retirement eligible (as defined by the applicable LTIP or 2016 Plan) or becomes retirement eligible during the service period of the related share-based compensation award, the service period (and compensation expense recognition) is the lesser of 1) the grant date, if retirement eligible on grant date, or 2) the period between grant date and retirement eligible date. All stock options and restricted stock awards granted on or after March 1, 2020 to retirement eligible employees or directors contain a one-year employment requirement (minimum service period) or the entire award is forfeited. Forfeitures are accounted for as they occur.

The PSUs cliff vest on December 31, at the end of the third year from the date of grant. Share-based compensation expense is recognized on a straight-line basis over the service period of PSUs. The PSUs are subject to several service and market conditions, as defined by the PSU agreement, which allows the holder to retain a pro-rata amount of awards as a result of certain termination conditions, retirement, change in common control, or death. Forfeitures are accounted for as they occur.

The Key Employee Awards cliff vest on December 31, 2023. Share-based compensation expense is recognized on a straight-line basis over the service period of the Key Employee Awards when it is probable that the performance conditions will be satisfied. The Key Employee Awards are subject to several service and performance conditions, as defined by the Key Employee Award agreement, which allows the holder to retain an amount of the awards as a result of certain termination conditions or change in common control. Forfeitures are accounted for as they occur.
v3.23.2
Employee Benefits
6 Months Ended
Jun. 30, 2023
Retirement Benefits [Abstract]  
Employee Benefits Employee Benefits
Defined Contribution Plan - 401(k)

We sponsor a defined contribution plan (the “Plan”). Eligible employees may make contributions in accordance with the Plan and IRS guidelines. In addition to the traditional 401(k), eligible employees are given the option of making an after-tax contribution to a Roth 401(k) or a combination of both. The Plan provides for automatic enrollment and for an automatic increase to the deferral percentage at January 1st of each year and each year thereafter. Eligible employees are automatically enrolled in the Plan at a 6% deferral rate and currently contributing employees deferral rates will be increased to 6% unless their current rate is at or above 6% or the employee elects to decline the automatic enrollment or increase. Administrative expenses are paid for by Plan participants. The Company paid no administrative expenses during the six months ended June 30, 2023 and 2022.

The Company matches 175% up to 6% of employee contributions of eligible compensation. Additionally, Plan participant forfeitures are used to reduce the cost of the Company contributions.

Three Months EndedSix Months Ended
 June 30,
2023
June 30,
2022
June 30,
2023
June 30,
2022
(in thousands)
Contributions, net of forfeitures, made to the defined contribution plan$3,408 $3,273 $8,667 $6,579 

Profit Sharing Bonus Plans

We maintain a discretionary profit sharing bonus plan under which approximately 10% of pre-tax profit from AAON Oklahoma and AAON Coil Products is paid to eligible employees on a quarterly basis in order to reward employee productivity. Eligible employees are regular full-time employees of AAON Oklahoma or AAON Coil Products who are actively employed and working on the first and last days of the calendar quarter and who were employed full-time for at least three full months prior to the beginning of the calendar quarter, excluding the Company's senior leadership team.

BASX has a separate employee incentive program (EIP) under which 5% of BASX's pre-tax profit, plus certain add backs, is paid ratably to eligible employees based on days-of-pay during the fiscal year. Eligible employees are regular full-time and part-time employees who have worked during the year and are still employed when the EIP payment is made following the end of the fiscal year, excluding members of BASX's senior leadership team and any employee paid commissions or royalties.

Three Months EndedSix Months Ended
 June 30,
2023
June 30,
2022
June 30,
2023
June 30,
2022
(in thousands)
Profit sharing bonus plan and employee incentive plan expense$5,952 $2,146 $10,818 $4,815 
Employee Medical Plan

At AAON Oklahoma and AAON Coil Products, we self-insure for our employees' health insurance, and make medical claim payments up to certain stop-loss amounts. We estimate our self-insurance liabilities using an analysis provided by our claims administrator and our historical claims experience. Eligible employees are regular full-time employees who are actively employed and working. Participants are expected to pay a portion of the premium costs for coverage of the benefits provided under the Plans. In addition, the Company matches 175% of a participating AAON Oklahoma and AAON Coil Products employee's allowed contributions to a qualified health saving account to assist employees with health insurance plan deductibles.

BASX is insured for healthcare coverage through a third party. Eligible employees are regular full-time employees who are actively employed and working. Participants are expected to pay a portion of the premium costs for coverage of the benefits provided under the Plans. In addition, the Company contributes certain amounts for BASX's employees enrolled in a high deductible plan to a qualified health savings account to assist employees with health insurance plan deductibles.
Three Months EndedSix Months Ended
 June 30,
2023
June 30,
2022
June 30,
2023
June 30,
2022
(in thousands)
Medical premium payments$4,132 $2,043 $6,800 $3,989 
Health saving account contributions1,198 964 2,258 1,903 
v3.23.2
Earnings Per Share
6 Months Ended
Jun. 30, 2023
Earnings Per Share [Abstract]  
Earnings Per Share Earnings Per Share
Basic net income per share is calculated by dividing net income by the weighted average number of shares of common stock outstanding during the period. Diluted net income per share assumes the conversion of all potentially dilutive securities and is calculated by dividing net income by the sum of the weighted average number of shares of common stock outstanding plus all potentially dilutive securities. Dilutive common shares consist primarily of stock options and restricted stock awards.

The following table sets forth the computation of basic and diluted earnings per share for the three and six months ended June 30, 2023 and 2022:
 Three Months EndedSix Months Ended
 June 30,
2023
June 30,
2022
June 30,
2023
June 30,
2022
Numerator:(in thousands, except share and per share data)
Net income
$45,682 $15,946 $82,496 $34,005 
Denominator:  
Basic weighted average shares
54,293,127 53,095,286 54,175,682 52,992,439 
Effect of dilutive shares related to stock based compensation1
1,353,260 566,590 1,334,800 747,998 
Effect of dilutive shares related to contingent consideration2
— — 141,850 204,179 
Diluted weighted average shares
55,646,387 53,661,876 55,652,332 53,944,616 
Earnings per share:  
Basic
$0.84 $0.30 $1.52 $0.64 
Dilutive
$0.82 $0.30 $1.48 $0.63 
Anti-dilutive shares:  
Shares
231,579 879,554 175,936 658,595 
1 Dilutive shares related to stock options, restricted stock, PSUs and Key Employee Awards (Note 12)
2 Dilutive shares related to contingent shares issued to the former owners of BASX (Note 15)
v3.23.2
Stockholders' Equity
6 Months Ended
Jun. 30, 2023
Stockholders' Equity Note [Abstract]  
Stockholders' Equity Stockholders’ Equity
Stock Repurchases

The Board has authorized one active stock repurchase program for the Company. The Company may purchase shares on the open market from time to time. The Board must authorize the timing and amount of these purchases and all repurchases are in accordance with the rules and regulations of the SEC allowing the Company to repurchase shares from the open market.

Our open market repurchase programs are as follows:
Effective DateAuthorized Repurchase $Expiration Date
March 13, 2020$20 millionNovember 9, 2022
November 3, 2022$50 million
** 1
1 Expiration Date is at Board's discretion. The Company is authorized to effectuate repurchases of the Company's common stock on terms and conditions approved in advance by the Board.

The Company repurchases shares of AAON, Inc. stock from employees for payment of statutory tax withholdings on stock transactions. All other repurchases from directors or employees are contingent upon Board approval. All repurchases are done at current market prices.

Lastly, the Company also had a stock repurchase arrangement by which employee-participants in our 401(k) savings and investment plan were entitled to have shares in AAON, Inc. stock in their accounts sold to the Company. The 401(k) Plan was amended in June 2022 to discontinue this program. No additional shares have been purchased by the Company under this arrangement since June 2022.

Our repurchase activity is as follows:
Six Months Ended
June 30, 2023June 30, 2022
(in thousands, except share and per share data)
ProgramSharesTotal $$ per shareSharesTotal $$ per share
Open market— $— $— — $— $— 
401(k)— — — 103,936 5,913 56.89 
Employees13,083 1,162 88.82 16,183 953 58.89 
Total
13,083 $1,162 $88.82 120,119 $6,866 $57.16 

Our repurchase activity since Company inception, including our current authorized stock repurchase programs, are as follows:

Inception toJune 30, 2023
(in thousands, except share and per share data)
ProgramSharesTotal $$ per share
Open market4,327,367 $81,616 $18.86 
401(k)8,308,368 171,789 20.68 
Directors and employees2,058,038 24,522 11.92 
Total
14,693,773 $277,927 $18.91 


Cash Dividends

At the discretion of the Board, we pay cash dividends. Board approval is required to determine the date of declaration and amount for each cash dividend payment.
Our recent cash dividends are as follows:

Declaration Date1
Record DatePayment DateDividend
per Share
 Annualized Dividend
per Share
May 18, 2022June 3, 2022July 1, 2022$0.19$0.38
November 8, 2022November 28, 2022December 16, 2022$0.24$0.48
March 1, 2023March 13, 2023March 31, 2023$0.12$0.48
May 18, 2023June 9, 2023June 30, 2023$0.12$0.48
1 Effective with the cash dividend declared on March 1, 2023 (paid on March 31, 2023), the Company moved from semi-annual cash dividends to quarterly cash dividends.

Stock Split

On July 7, 2023, the Board of Directors declared a three-for-two stock split of the Company's common stock to be paid in the form of a stock dividend. Stockholders of record at the close of business on July 28, 2023 will receive one additional share for every two shares they hold as of that date on August 16, 2023 (ex-dividend date August 17, 2023).

Pro Forma Results of Stock Split

The retroactive effect of the stock split, which will occur in the third quarter of 2023, will result in an insignificant (less than $0.1 million) reclass between common stock and retained earnings within stockholders' equity on the consolidated balance sheet. The following table sets forth the pro forma computation of basic and diluted earnings per share for the three and six months ended June 30, 2023 and 2022:
(unaudited)
 Three Months EndedSix Months Ended
 June 30,
2023
June 30,
2022
June 30,
2023
June 30,
2022
Numerator:(in thousands, except share and per share data)
Net income
$45,682 $15,946 $82,496 $34,005 
Denominator:  
Basic weighted average shares
81,439,691 79,642,930 81,263,523 79,488,659 
Effect of dilutive shares related to stock based compensation1
2,029,890 849,885 2,002,199 1,121,997 
Effect of dilutive shares related to contingent consideration2
— — 212,776 306,269 
Diluted weighted average shares
83,469,581 80,492,815 83,478,498 80,916,925 
Earnings per share:  
Basic
$0.56 $0.20 $1.02 $0.43 
Dilutive
$0.55 $0.20 $0.99 $0.42 
Anti-dilutive shares:  
Shares
347,368 1,319,331 263,905 987,893 
1 Dilutive shares related to stock options, restricted stock, PSUs and Key Employee Awards (Note 12)
2 Dilutive shares related to contingent shares issued to the former owners of BASX (Note 15)

The unaudited pro forma financial information was prepared in accordance with GAAP and is not necessarily indicative of the results of operations that would have occurred if the stock split had been effective before the date indicated above, nor is it indicative of the future operating results of the Company.

Contingent Shares Issued in BASX Acquisition

In December 2021, we closed on the acquisition of BASX. Under the MIPA Agreement, we committed to $78.0 million in the aggregate of contingent consideration to the former owners of BASX, which is payable in approximately 1.04 million shares of the Company's common stock, par value $0.004 per share. The shares do not accrue dividends.
Under the MIPA Agreement, the potential future issuance of the shares is contingent upon BASX meeting certain post-closing earn-out milestones during each of the years ended 2021, 2022, and 2023. Based on the final allocation of the consideration paid, we estimated the fair value of contingent consideration related to these shares to be approximately $60.0 million, which is included in additional paid-in capital on the consolidated balance sheets. As of June 30, 2023, 0.39 million shares and 0.49 million shares related to the earn-out milestones for the years ended 2022 and 2021, respectively, have been issued to the former owners of BASX as private placements exempt from registration with the SEC under Rule 506(b), which are included in common stock on the consolidated statements of stockholders' equity.
v3.23.2
New Market Tax Credit
6 Months Ended
Jun. 30, 2023
New Market Tax Credit [Abstract]  
New Market Tax Credit New Markets Tax Credit
2019 New Markets Tax Credit

On October 24, 2019, the Company entered into a transaction with a subsidiary of an unrelated third-party financial institution (the “2019 Investor”) and a certified Community Development Entity under a qualified New Markets Tax Credit (“2019 NMTC”) program pursuant to Section 45D of the Internal Revenue Code of 1986, as amended, related to an investment in plant and equipment to facilitate the expansion of our Longview, Texas manufacturing operations (the “2019 Project”). In connection with the 2019 NMTC transaction, the Company received a $23.0 million NMTC allocation for the Project and secured low interest financing and the potential for future debt forgiveness related to the 2019 Project.

Upon closing of the 2019 NMTC transaction, the Company provided an aggregate of approximately $15.9 million to the 2019 Investor, in the form of a loan receivable, with a term of twenty-five years, bearing an interest rate of 1.0%. This $15.9 million in proceeds plus capital contributed from the 2019 Investor was used to make an aggregate $22.5 million loan to a subsidiary of the Company. This financing arrangement is secured by equipment at the Company's Longview, Texas facilities and a guarantee from the Company, including an unconditional guarantee of the NMTCs.

This transaction also includes a put/call feature either of which can be exercised at the end of the seven-year compliance period. The 2019 Investor may exercise its put option or the Company can exercise the call, both of which could serve to trigger forgiveness of a portion of the debt. The 2019 Investor's interest of $6.5 million is recorded in New market tax credit obligation on the consolidated balance sheets. The Company incurred approximately $0.3 million of debt issuance costs related to the above transactions, which are being amortized over the life of the transaction.

2023 New Markets Tax Credit

On April 25, 2023, the Company entered into a transaction with a subsidiary of an unrelated third-party financial institution (the “2023 Investor”) and a certified Community Development Entity under a qualified New Markets Tax Credit (“2023 NMTC”) program pursuant to Section 45D of the Internal Revenue Code of 1986, as amended, related to an investment in plant and equipment to facilitate the expansion of our Longview, Texas manufacturing operations (the “2023 Project”). In connection with the 2023 NMTC transaction, the Company received a $23.0 million NMTC allocation for the 2023 Project and secured low interest financing and the potential for future debt forgiveness related to the expansion of its Longview, Texas facilities.

Upon closing of the 2023 NMTC transaction, the Company provided an aggregate of approximately $16.7 million to the Investor, in the form of a loan receivable, with a term of twenty-five years, bearing an interest rate of 1.0%. This $16.7 million in proceeds plus capital contributed from the 2023 Investor was used to make an aggregate $23.8 million loan to a subsidiary of the Company. This financing arrangement is secured by a guarantee from the Company, including an unconditional guarantee of the NMTCs. The net proceeds from the closing of the 2023 NMTC is included in restricted cash on our consolidated balance sheets required to be used for the 2023 Project.

This transaction also includes a put/call feature either of which can be exercised at the end of the seven-year compliance period. The 2023 Investor may exercise its put option or the Company can exercise the call, both of which could serve to trigger forgiveness of a portion of the debt. The 2023 Investor's interest of $5.7 million is recorded in New market tax credit obligation on the consolidated balance sheets. The Company incurred approximately $0.4 million of debt issuance costs related to the above transactions, which are being amortized over the life of the transaction.

The 2019 Investor and 2023 Investor are each subject to 100 percent recapture of the 2019 and 2023 NMTC, respectively, it receives for a period of seven years, as provided in the Internal Revenue Code and applicable U.S. Treasury regulations in the event that the financing facility of the Borrower under the transaction (AAON Coil Products, Inc.) becomes ineligible for NMTC treatment per the Internal Revenue Code requirements. The Company is required to be in compliance with various regulations and contractual provisions that apply to the 2019 NMTC arrangements and 2023 NMTC arrangements, respectively.
Noncompliance with applicable requirements could result in the 2019 and/or 2023 Investors' projected tax benefits not being realized and, therefore, require the Company to indemnify the 2019 Investor and 2023 Investor for any loss or recapture of the 2019 NMTC and 2023 NMTC, respectively, related to the financing until such time as the recapture provisions have expired under the applicable statute of limitations. The Company does not anticipate any credit recapture will be required in connection with either of these financing arrangements.The 2019 Investor and 2023 Investor and its majority owned community development entity are considered VIEs and the Company is the primary beneficiary of the VIEs. Because the Company is the primary beneficiary of the VIEs, they have been included in the consolidated financial statements. There are no other assets, liabilities or transactions in these VIEs outside of the financing transactions executed as part of the 2019 NMTC or 2023 NMTC arrangements, respectively.
v3.23.2
Commitments and Contingencies
6 Months Ended
Jun. 30, 2023
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies Commitments and Contingencies
 
Havtech Litigation

On January 24, 2022, one of the Company’s former independent sales representative firms, Havtech, LLC (and its affiliate, Havtech Parts Division, LLC, collectively “Plaintiffs”), filed a complaint (the “Complaint”) in the Circuit Court for Howard County, Maryland (Havtech, LLC, et al., v. AAON, Inc., et al.). The Complaint challenged the Company’s termination of its business relationship with Plaintiffs. The Company removed the action to the United States District Court for the District of Maryland (Northern Division) and moved to dismiss the Complaint. Plaintiffs’ First Amended Complaint (“First Amended Complaint”) was entered by the court on July 28, 2022. The First Amended Complaint asserts that the Company improperly terminated Plaintiffs and seeks damages alleged to be no less than $48.6 million, plus fees and costs. The Company filed its Answer to First Amended Complaint on January 31, 2023. The Company believes that Plaintiffs’ claims are without merit and intends to vigorously defend itself.

Other Matters

The Company is involved from time to time in claims and lawsuits incidental to our business arising from various matters, including alleged violations of contract, product liability, warranty, environmental, regulatory, personal injury, intellectual property, employment, tax and other laws. We closely monitor these claims and legal actions and frequently consult with our legal counsel to determine whether they may, when resolved, have a material adverse effect on our financial position, results of operations or cash flows and we accrue and/or disclose loss contingencies as appropriate. We do not believe these matters will have a material adverse effect on our business, financial position, results of operations or cash flows.

We are occasionally party to short-term and long-term, cancellable and occasionally non-cancellable, contracts with major suppliers for the purchase of raw material and component parts. We expect to receive delivery of raw material and component parts for use in our manufacturing operations. These contracts are not accounted for as derivative instruments because they meet the normal purchase and normal sales exemption. We had no material contractual purchase obligations as of June 30, 2023, except as noted below.

On April 27, 2022, the Company entered into a purchase and sale agreement with a third-party manufacturer to purchase certain assets to design and manufacture fan wheels for the purchase price of $6.5 million. As of June 30, 2023, we have paid approximately $3.5 million related to this agreement, which is included in other long-term assets and property, plant and equipment, with the remaining $3.0 million included in accounts payable and other long-term assets on our consolidated balance sheets. The final payment is expected to be made in 2023.
v3.23.2
Related Parties
6 Months Ended
Jun. 30, 2023
Related Party Transactions [Abstract]  
Related Parties Related Parties
The following is a summary of transactions and balances with related parties:
 Three Months EndedSix Months Ended
 June 30,
2023
June 30,
2022
June 30,
2023
June 30,
2022
(in thousands)
Sales to affiliates$2,619 $2,327 $3,764 $3,079 
Payments to affiliates390 639 782 1,003 
June 30,
2023
December 31,
2022
(in thousands)
Due from affiliates$559 $432 
Due to affiliates319 — 

The nature of our related party transactions is as follows:

The Company sells units to an entity owned by a member of the CEO/President's immediate family. This entity is also one of the Company’s Representatives and as such, the Company makes payments to the entity for third party products.
The Company purchases some supplies from entities controlled by two of the Company’s board members and a member of the Company's executive management team.
The Company periodically makes part sales and makes payments to a board member related to a consulting agreement.
The Company periodically rents space partially owned by the CEO/President for various Company meetings.
•From December 10, 2021 through May 31, 2022, the Company leased a manufacturing and office facility in Redmond, Oregon from an entity in which certain members of BASX management have an ownership interest. This facility was purchased 100% by the Company on May 31, 2022.
v3.23.2
Segments
6 Months Ended
Jun. 30, 2023
Segment Reporting [Abstract]  
Segments Segments
The Company has determined that it has three reportable segments for financial reporting purposes. Management evaluates the performance of its business segments primarily on gross profit. The Company's chief operating decision maker ("CODM"), our CEO, allocates resources and assesses the performance of each operating segment using information about the operating segment's net sales and income from operations. The CODM does not evaluate operating segments using asset or liability information.

AAON Oklahoma: AAON Oklahoma designs, manufactures, sells and services standard, semi-custom and custom heating, ventilation and air conditioning ("HVAC") systems, designs and produces controls solutions for all of our HVAC units and sells retail parts to customers through our two retail part stores in Tulsa, Oklahoma as well as online. Through our Norman Asbjornson Innovation Center ("NAIC") research and development laboratory facility in Tulsa, Oklahoma, the Company is able to test units under various environmental conditions. AAON Oklahoma includes the operations of our Tulsa, Oklahoma and Parkville, Missouri facilities, our NAIC research and development laboratory facility and two retail parts locations.

AAON Coil Products: AAON Coil Products designs and manufactures a selection of our standard, semi-custom and custom HVAC systems. AAON Coil Products also designs and manufactures various heating and cooling coils to be used in HVAC systems, mostly for the benefit of AAON Oklahoma and AAON Coil Products. AAON Coil Products consists of operations at our Longview, Texas facilities.

BASX: BASX provides product development design and manufacturing of custom engineered air handling systems including high efficiency data center cooling solutions, cleanroom HVAC systems, commercial/industrial HVAC systems and modular solutions. Additionally, BASX designs and manufactures cleanroom environmental control systems to support hospital surgical suites, pharmaceutical process facilities, semiconductor and electronics manufacturing, laboratory and isolation modular cleanrooms for facility flexibility. BASX consists of operations at our Redmond, Oregon facility.
The following table summarizes certain financial data related to our segments. Transactions between segments are recorded based on prices negotiated between the segments. The Gross Profit amounts shown below are presented after elimination entries.

Three Months EndedSix Months Ended
 June 30, 2023June 30, 2022June 30, 2023June 30, 2022
Net Sales(in thousands)
AAON Oklahoma
     External sales$218,214 $157,481 $420,216 $297,348 
     Inter-segment sales1,205 770 2,699 1,159 
AAON Coil Products
     External sales30,081 26,754 63,493 48,689 
     Inter-segment sales9,499 8,093 16,816 16,010 
BASX
External sales35,662 24,579 66,201 45,548 
Inter-segment sales1,130 — 1,500 — 
Eliminations(11,834)(8,863)(21,015)(17,169)
             Net sales$283,957 $208,814 $549,910 $391,585 
 
Gross Profit
AAON Oklahoma$75,379 $31,737 $137,229 $65,573 
AAON Coil Products7,483 8,474 14,641 15,780 
BASX11,156 7,165 19,302 12,087 
            Gross profit$94,018 $47,376 $171,172 $93,440 

June 30, 2023December 31, 2022
Long-lived assets(in thousands)
AAON Oklahoma$244,762 $213,731 
AAON Coil Products75,422 68,013 
BASX40,045 35,578 
            Total long-lived assets$360,229 $317,322 
Intangible assets and goodwill
AAON Oklahoma$3,229 $3,229 
AAON Coil Products— — 
BASX141,466 143,269 
            Total intangible assets and goodwill$144,695 $146,498 
v3.23.2
Pay vs Performance Disclosure - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Pay vs Performance Disclosure        
Net income $ 45,682 $ 15,946 $ 82,496 $ 34,005
v3.23.2
Insider Trading Arrangements
3 Months Ended 6 Months Ended
Jun. 30, 2023
shares
Jun. 30, 2023
shares
Trading Arrangements, by Individual    
Material Terms of Trading Arrangement  
The following table describes contracts, instructions or written plans for the purchase or sale of our securities intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). There were no non-Rule 10b5-1 trading arrangements entered into during the quarter ended June 30, 2023.

Name and Title of Director or OfficerDate of Adoption of ArrangementDuration of the ArrangementAggregate Number of Securities to be Purchased or Sold Pursuant to the Arrangement
Stephen E. WakefieldNovember 23, 2022Terminated May 17, 202395,788
Vice President and Chief Operating Officer
Rule 10b5-1 Arrangement Adopted false  
Non-Rule 10b5-1 Arrangement Adopted false  
Rule 10b5-1 Arrangement Terminated true  
Non-Rule 10b5-1 Arrangement Terminated false  
Stephen E. Wakefield [Member]    
Trading Arrangements, by Individual    
Name Stephen E. Wakefield  
Title Vice President and Chief Operating Officer  
Adoption Date November 23, 2022  
Termination Date Terminated May 17, 2023  
Arrangement Duration 175 days  
Aggregate Available 95,788 95,788
v3.23.2
General (Policies)
6 Months Ended
Jun. 30, 2023
Basis of Presentation and Significant Accounting Policies [Abstract]  
Use of Estimates
Use of Estimates
 
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Because these estimates and assumptions require significant judgment, actual results could differ from those estimates and could have a significant impact on our results of operations, financial position and cash flows. We reevaluate our estimates and assumptions as needed, but at a minimum on a quarterly basis. The most significant estimates include, but are not limited to, inventory valuation, inventory reserves, warranty accrual, medical insurance accrual, income taxes, useful lives of property, plant, and equipment, estimated future use of leased property, share-based compensation, business combinations, revenue percentage of completion and estimated costs to complete. Actual results could differ materially from those estimates.

Inflation and Labor Market

In 2022 and continuing into 2023, we have witnessed increases in our raw material and component prices. Due to our favorable liquidity position, we continue to make strategic purchases of materials when we see opportunities. We continue to manage the increase in the cost of raw materials through price increases for our products. We have also experienced supply chain challenges related to specific manufacturing parts, which we have managed through our strong vendor relationships as well as expanding our list of vendors.
Additionally, we continue to experience challenges in a tight labor market, especially the hiring of both skilled and unskilled production labor. We have implemented the following wage increases to remain competitive and to attract and retain employees:
In March 2022, we awarded annual merit raises for an overall 3.0% increase to wages.
In October 2022, we implemented a cost of living increase of 3.5% in place for all employees
below the Senior Leadership Team ("SLT") level.
In March 2023, we awarded annual merit raises for an overall 3.9% increase to wages.

We will continue to implement human resource initiatives to retain and attract labor to further increase production capacity. Beginning in 2023, initiatives included changing our employee paid time off policy, historically awarded in arrears at the beginning of each quarter, to accrue ratably over each pay period. Additionally, we enhanced our benefits for short-term disability, life insurance, paid parental leave, and paid military leave.

Despite efforts to mitigate the impact of inflation, supply chain issues and the tight labor market, future disruptions, while temporary, could negatively impact our consolidated financial position, results of operations and cash flows.
Fair Value Measurements
Fair Value Measurements

The carrying amounts of cash and cash equivalents, receivables, accounts payable, and accrued liabilities approximate fair value because of the short-term maturity of the items. The carrying amount of the Company’s revolving line of credit, and other payables, approximate their fair values either due to their short term nature, the variable rates associated with the debt or based on current rates offered to the Company for debt with similar characteristics.

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date. Fair value is based upon assumptions that market participants would use when pricing an asset or liability. We use the following fair value hierarchy, which prioritizes valuation technique inputs used to measure fair value into three broad levels:

Level 1: Quoted prices in active markets for identical assets and liabilities that we have the ability to access at the measurement date.
Level 2: Inputs (other than quoted prices included within Level 1) that are either directly or indirectly observable for the asset or liability, including (i) quoted prices for similar assets or liabilities in active markets, (ii) quoted prices for identical or similar assets or liabilities in inactive markets, (iii) inputs other than quoted prices that are observable for the asset or liability, and (iv) inputs that are derived from observable market data by correlation or other means.
Level 3: Unobservable inputs for the asset or liability including situations where there is little, if any, market activity for the asset or liability. Items categorized in Level 3 include the estimated fair values of property, plant and equipment, intangible assets, contingent consideration, and goodwill acquired in a business combination.

The fair value hierarchy gives the highest priority to quoted prices in active markets (Level 1) and the lowest priority to unobservable inputs (Level 3). In some cases, the inputs used to measure fair value might fall into different levels of the fair value hierarchy. The lowest level input that is significant to a fair value measurement determines the applicable level in the fair value hierarchy. Assessing the significance of a particular input to a fair value measurement requires judgment, considering factors specific to the asset or liability.

Definite-Lived Intangible Assets

Our definite-lived intangible assets include various trademarks, service marks, and technical knowledge acquired in business combinations. We amortize our definite-lived intangible assets on a straight-line basis over the estimated useful lives of the assets. We evaluate the carrying value of our amortizable intangible assets for potential impairment when events and circumstances warrant such a review. 

Amortization is computed using the straight-line method over the following estimated useful lives:

Intellectual property30 years
Customer relationships14 years
Intangible Assets Definite-Lived Intangible AssetsOur definite-lived intangible assets include various trademarks, service marks, and technical knowledge acquired in business combinations. We amortize our definite-lived intangible assets on a straight-line basis over the estimated useful lives of the assets. We evaluate the carrying value of our amortizable intangible assets for potential impairment when events and circumstances warrant such a review.
Goodwill
Goodwill and Indefinite-Lived Intangible Assets

Goodwill represents the excess of the consideration paid for the acquired businesses over the fair value of the individual assets acquired, net of liabilities assumed. Goodwill and indefinite-lived intangible assets are not amortized, but instead are evaluated for impairment at least annually. We perform our annual assessment of impairment during the fourth quarter of our fiscal year, and more frequently if circumstances warrant.

The changes in the carrying amount of goodwill were as follows:

Six Months Ended June 30,
20232022
(in thousands)
Balance, beginning of period
$81,892 $85,727 
Additions due to acquisitions
— — 
Decreases due to business combination revisions1
— (3,835)
Balance, end of period$81,892 $81,892 
  1 Revisions related to the December 2021 acquisition of BASX.
Recent Accounting Pronouncements
Recent Accounting Pronouncements

Changes to U.S. GAAP are established by the Financial Accounting Standards Board ("FASB") in the form of Accounting Standards Updates ("ASUs") to the FASB's Accounting Standards Codification ("ASC"). We consider the applicability and impact of all ASUs. ASUs not listed or included within the Company's Annual Report on Form 10-K for the year ended December 31, 2022, were assessed and determined to be either not applicable or are expected to have minimal impact on our consolidated financial statements and notes thereto.
v3.23.2
General (Tables)
6 Months Ended
Jun. 30, 2023
Basis of Presentation and Significant Accounting Policies [Abstract]  
Schedule of Intangible Assets
Amortization is computed using the straight-line method over the following estimated useful lives:

Intellectual property30 years
Customer relationships14 years
Our intangible assets consist of the following:
 June 30, 2023December 31, 2022
Definite-lived intangible assets(in thousands)
Intellectual property$6,295 $6,295 
Customer relationships47,547 47,547 
Less:  Accumulated amortization(5,610)(3,807)
               Total, net48,232 50,035 
Indefinite-lived intangible assets
Trademarks14,571 14,571 
Total intangible assets, net$62,803 $64,606 
Schedule of Goodwill
The changes in the carrying amount of goodwill were as follows:

Six Months Ended June 30,
20232022
(in thousands)
Balance, beginning of period
$81,892 $85,727 
Additions due to acquisitions
— — 
Decreases due to business combination revisions1
— (3,835)
Balance, end of period$81,892 $81,892 
  1 Revisions related to the December 2021 acquisition of BASX.
v3.23.2
Revenue Recognition (Tables)
6 Months Ended
Jun. 30, 2023
Revenue from Contract with Customer [Abstract]  
Schedule of Disaggregation of Revenue
The following tables show disaggregated net sales by reportable segment (Note 19) by major source, net of intercompany sales eliminations.

Three Months Ended June 30, 2023
AAON OklahomaAAON Coil ProductsBASXTotal
(in thousands)
Rooftop units$196,065 $— $— $196,065 
Condensing units61 11,329 — 11,390 
Air handlers— 12,610 2,600 15,210 
Outdoor mechanical rooms— 61 — 61 
Cleanroom systems— — 17,086 17,086 
Data center cooling solutions— 1,794 15,877 17,671 
Water-source heat pumps398 3,086 — 3,484 
Part sales15,963 — 243 16,206 
Other1
5,727 1,201 (144)6,784 
$218,214 $30,081 $35,662 $283,957 
Three Months Ended June 30, 2022
AAON OklahomaAAON Coil ProductsBASXTotal
(in thousands)
Rooftop units$138,616 $— $— $138,616 
Condensing units— 11,949 — 11,949 
Air handlers— 11,540 2,945 14,485 
Outdoor mechanical rooms— 260 — 260 
Cleanroom systems— — 8,246 8,246 
Data center cooling solutions— — 12,837 12,837 
Water-source heat pumps1,876 1,798 — 3,674 
Part sales13,857 — 331 14,188 
Other1
3,132 1,207 220 4,559 
$157,481 $26,754 $24,579 $208,814 
 1 Other sales include freight, extended warranties and miscellaneous revenue.
Six Months Ended June 30, 2023
AAON OklahomaAAON Coil ProductsBASXTotal
(in thousands)
Rooftop units$376,091 $— $— $376,091 
Condensing units61 26,607 — 26,668 
Air handlers— 24,831 5,638 30,469 
Outdoor mechanical rooms208 212 — 420 
Cleanroom systems— — 29,708 29,708 
Data center cooling solutions— 3,240 30,353 33,593 
Water-source heat pumps3,128 6,166 — 9,294 
Part sales29,867 491 30,359 
Other1
10,861 2,436 11 13,308 
$420,216 $63,493 $66,201 $549,910 
Six Months Ended June 30, 2022
AAON OklahomaAAON Coil ProductsBASXTotal
(in thousands)
Rooftop units$260,322 $— $— $260,322 
Condensing units242 20,925 — 21,167 
Air handlers— 20,978 4,284 25,262 
Outdoor mechanical rooms554 370 — 924 
Cleanroom systems— — 16,285 16,285 
Data center cooling solutions— — 23,705 23,705 
Water-source heat pumps4,862 4,151 — 9,013 
Part sales24,073 — 331 24,404 
Other1
7,295 2,265 943 10,503 
$297,348 $48,689 $45,548 $391,585 
 1 Other sales include freight, extended warranties and miscellaneous revenue.

Due to the highly customized nature of many of the Company’s products and each product not having an alternative use to the Company without significant costs to the Company, the Company recognizes revenue over time as progress is made toward satisfying the performance obligations of each contract. The Company has formal cancellation policies and generally does not accept returns on these units. As a result, many of the Company’s products do not have an alternative use and therefore, for these products we recognize revenue over the time it takes to produce the unit.

Contract costs include direct materials, direct labor, installation, freight and delivery, commissions and royalties. Other costs not related to contract performance, such as indirect labor and materials, small tools and supplies, operating expenses, field rework and back charges are charged to expense as incurred. Provisions for estimated losses on contracts in progress are made in the period in which such losses are determined. Changes in job performance, job conditions, and estimated profitability, including those arising from contract penalty provisions and final contract settlements, may result in revisions to costs and income, and are estimated and recognized by the Company throughout the life of the contract. The aggregate of costs incurred and income recognized on uncompleted contracts in excess of billings is shown as a contract asset within our consolidated balance sheets, and the aggregate of billings on uncompleted contracts in excess of related costs incurred and income recognized is shown as a contract liability within our consolidated balance sheets.

For all other products that are part sales or standardized units, the Company recognizes revenue, presented net of sales tax, when it satisfies the performance obligation in its contracts. As the primary performance obligation in such a contract is
delivery of the requested manufactured equipment, we satisfy the performance obligation when the control is passed to the customer, generally at time of shipment. Final sales prices are fixed based on purchase orders.

Sales allowances and customer incentives are treated as reductions to sales and are provided for based on historical experiences and current estimates.

Historically, sales of our products were moderately seasonal with the peak period being May-October of each year due to timing of construction projects being directly related to warmer weather. However, in recent years, given the increases in demand of our product and increases in our backlog, sales have become more constant throughout the year.

Product Warranties

A provision is made for the estimated cost of maintaining product warranties to customers at the time the product is sold based upon historical claims experience by product line. The Company records a liability and an expense for estimated future warranty claims based upon historical experience and management’s estimate of the level of future claims. Changes in the estimated amounts recognized in prior years are recorded as an adjustment to the liability and expense in the current year.

The Company also sells extended warranties on parts for various lengths of time ranging from six months to 10 years. Revenue for these separately priced warranties is deferred and recognized on a straight-line basis over the separately priced warranty period.
v3.23.2
Leases (Tables)
6 Months Ended
Jun. 30, 2023
Leases [Abstract]  
Schedule of Lessee, Operating Lease, Liability, Maturity
The following table presents the balances by lease type:
Balance Sheet ClassificationJune 30, 2023December 31, 2022
Operating Leases
Right of use assetsRight of use assets$7,378 $7,123 
Lease liability, short-termAccrued liabilities$1,607 $1,254 
Lease liability, long-termOther long-term liabilities$5,962 $5,993 
v3.23.2
Accounts Receivable (Tables)
6 Months Ended
Jun. 30, 2023
Receivables [Abstract]  
Accounts Receivable
 June 30,
2023
December 31, 2022
 (in thousands)
Accounts receivable$154,417 $127,635 
Less:  Allowance for credit losses(306)(477)
Total, net
$154,111 $127,158 
Allowance for Doubtful Accounts
 Three Months EndedSix Months Ended
 June 30,
2023
June 30,
2022
June 30,
2023
June 30,
2022
Allowance for credit losses:(in thousands)
Balance, beginning of period$421 $837 $477 $549 
(Recoveries of) provisions for expected credit(115)(107)(171)181 
losses, net of adjustments
Accounts receivable written off, net of recoveries
— (167)— (167)
Balance, end of period$306 $563 $306 $563 
v3.23.2
Inventories (Tables)
6 Months Ended
Jun. 30, 2023
Inventory Disclosure [Abstract]  
Inventories
The components of inventories and related changes in the allowance for excess and obsolete inventories account are as follows:

 June 30,
2023
December 31, 2022
 (in thousands)
Raw materials$210,937 $194,159 
Work in process4,087 3,501 
Finished goods5,665 5,806 
Total, gross
220,689 203,466 
Less:  Allowance for excess and obsolete inventories(5,281)(4,527)
Total, net
$215,408 $198,939 
Inventories (Allowance)
  Three Months EndedSix Months Ended
 June 30,
2023
June 30,
2022
June 30,
2023
June 30,
2022
Allowance for excess and obsolete inventories:(in thousands)
Balance, beginning of period$4,748 $2,007 $4,527 $1,787 
Provision for (recoveries of) excess and794 (72)1,458 148 
     obsolete inventories
Inventories written off(261)(64)(704)(64)
Balance, end of period$5,281 $1,871 $5,281 $1,871 
v3.23.2
Intangible Assets (Tables)
6 Months Ended
Jun. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]  
Schedule of Intangible Assets
Amortization is computed using the straight-line method over the following estimated useful lives:

Intellectual property30 years
Customer relationships14 years
Our intangible assets consist of the following:
 June 30, 2023December 31, 2022
Definite-lived intangible assets(in thousands)
Intellectual property$6,295 $6,295 
Customer relationships47,547 47,547 
Less:  Accumulated amortization(5,610)(3,807)
               Total, net48,232 50,035 
Indefinite-lived intangible assets
Trademarks14,571 14,571 
Total intangible assets, net$62,803 $64,606 
Schedule of Amortization Expense
Amortization expense recorded in cost of sales is as follows:
 Three Months EndedSix Months Ended
 June 30,
2023
June 30,
2022
June 30,
2023
June 30,
2022
(in thousands)
Amortization expense$901 $901 $1,803 $1,796 
v3.23.2
Supplemental Cash Flow Information (Tables)
6 Months Ended
Jun. 30, 2023
Supplemental Cash Flow Elements [Abstract]  
Supplemental Cash Flow Information
 Three Months EndedSix Months Ended
 June 30,
2023
June 30,
2022
June 30,
2023
June 30,
2022
Supplemental disclosures:(in thousands)
Interest paid$1,506 $418 $2,627 $533 
Income taxes paid$33,471 $10,805 $33,643 $10,981 
Non-cash investing and financing activities:  
Non-cash capital expenditures$1,205 $221 $1,571 $679 
Dividends declared$— $10,096 $— $10,096 
v3.23.2
Warranties (Tables)
6 Months Ended
Jun. 30, 2023
Guarantees [Abstract]  
Warranty
Changes in the warranty accrual are as follows:
 Three Months EndedSix Months Ended
 June 30,
2023
June 30,
2022
June 30,
2023
June 30,
2022
Warranty accrual:(in thousands)
Balance, beginning of period$16,209 $13,707 $15,682 $13,769 
Payments made(2,435)(1,679)(4,316)(2,898)
Warranty expense3,126 2,353 5,534 3,510 
Balance, end of period$16,900 $14,381 $16,900 $14,381 
v3.23.2
Accrued Liabilities and Other Long-Term Liabilities (Tables)
6 Months Ended
Jun. 30, 2023
Payables and Accruals [Abstract]  
Accrued Liabilities
Accrued liabilities were comprised of the following:
 June 30,
2023
December 31, 2022
 (in thousands)
Warranty$16,900 $15,682 
Due to representatives17,282 15,545 
Payroll15,190 11,901 
Profit sharing6,087 5,451 
Workers' compensation399 367 
Medical self-insurance1,536 1,178 
Customer prepayments24,510 3,750 
Donations, short-term390 637 
Accrued income taxes— 12,472 
Employee vacation time9,726 6,329 
Lease liability, short-term1,607 1,254 
Property taxes1,722 — 
Extended warranties, short-term2,589 1,330 
Other3,263 2,734 
Total
$101,201 $78,630 
Schedule of Other Long-Term Liabilities
Other long-term liabilities were comprised of the following:
 
 June 30,
2023
December 31, 2022
 (in thousands)
Lease liability$5,962 $5,993 
Extended warranties4,806 4,539 
Donations and other596 976 
Total
$11,364 $11,508 
v3.23.2
Income Taxes (Tables)
6 Months Ended
Jun. 30, 2023
Income Tax Disclosure [Abstract]  
Schedule of Components of Income Tax Expense (Benefit)
The provision (benefit) for income taxes consists of the following:
 Three Months EndedSix Months Ended
 June 30,
2023
June 30,
2022
June 30,
2023
June 30,
2022
 (in thousands)
Current$13,037 $5,277 $18,472 $9,086 
Deferred(5,359)(1,100)(4,438)(127)
     Income tax provision$7,678 $4,177 $14,034 $8,959 
Schedule of Effective Income Tax Rate Reconciliation
The reconciliation of the Federal statutory income tax rate to the effective income tax rate is as follows:

 Three Months EndedSix Months Ended
 June 30,
2023
June 30,
2022
June 30,
2023
June 30,
2022
Federal statutory rate21.0 %21.0 %21.0 %21.0 %
State income taxes, net of Federal benefit4.6 6.3 4.4 4.5 
Excess tax benefits related to share-based compensation (Note 12)
(3.8)(1.0)(6.0)(1.7)
Return to provision— (1.2)(0.1)(0.6)
Research and development credits(1.2)(1.5)(1.3)(1.2)
Change in valuation allowance (Oklahoma Investment Credit)(5.8)— (3.2)— 
Other(0.4)(2.8)(0.3)(1.1)
     Effective tax rate14.4 %20.8 %14.5 %20.9 %
v3.23.2
Share-Based Compensation (Tables)
6 Months Ended
Jun. 30, 2023
Share-Based Payment Arrangement [Abstract]  
Summary of Stock Option Assumptions
The following weighted average assumptions were used to determine the fair value of the stock options granted on the original grant date for expense recognition purposes for options granted during the six months ended June 30, 2023 and 2022 using a Black Scholes-Merton Model:
 Six months ended
 June 30, 2023June 30, 2022
Directors and SLT1:
  
Expected (annual) dividend rate$0.48$0.38
Expected volatility37.89%35.95%
Risk-free interest rate4.39%2.17%
Expected life (in years)4.04.0
Employees:  
Expected (annual) dividend rate$0.48$0.38
Expected volatility38.52%37.29%
Risk-free interest rate4.40%2.11%
Expected life (in years)3.03.0
1 SLT consists of officers and key members of management.
The following weighted average assumptions were used to determine the fair value of the PSUs granted on the original grant date for expense recognition purposes for PSUs granted during the six months ended June 30, 2023 and 2022 using a Monte Carlo Model:
 Six months ended
 June 30, 2023June 30, 2022
 
Expected (annual) dividend rate$0.48$0.38
Expected volatility32.71%37.60%
Risk-free interest rate4.66%2.00%
Expected life (in years)2.82.8
Summary of Stock Options Outstanding
The following is a summary of stock options vested and exercisable as of June 30, 2023:

 
Range of
Exercise
Prices
Number
of
Shares
Weighted
Average
Remaining
Contractual Life
(in years)
Weighted
Average
Exercise
Price
Intrinsic
Value
(in thousands)
$20.92 -$41.37 1,048,962 4.79$37.06 $60,579 
$42.42 -$55.30 364,787 6.9946.34 17,682 
$55.50 -$97.89 137,879 7.6672.62 3,060 
Total1,551,628 5.56$42.40 $81,321 
Summary of Stock Option Activity
A summary of stock option activity under the plans is as follows:

Stock OptionsSharesWeighted
Average
Exercise
Price
Outstanding at December 31, 2022
3,040,347 $45.20 
Granted
213,164 91.49 
Exercised
(532,830)43.62 
Forfeited or Expired
(38,727)51.88 
Outstanding at June 30, 2023
2,681,954 $49.09 
Exercisable at June 30, 2023
1,551,628 $42.40 
Summary of Unvested Restricted Stock Awards
A summary of the unvested restricted stock awards is as follows:
SharesWeighted
Average
Grant Date
Fair Value
Unvested at December 31, 2022
144,826 $50.00 
Granted
46,492 89.26 
Vested
(60,373)48.67 
Forfeited
(1,112)56.35 
Unvested at June 30, 2023
129,833 $64.62 
Schedule of Nonvested Key Employee Award Activity
A summary of the unvested Key Employee Awards is as follows:
SharesWeighted
Average
Grant Date
Fair Value
Unvested at December 31, 2022
26,599 $80.18 
Granted
— — 
Vested
— — 
Forfeited
— — 
Unvested at June 30, 2023
26,599 $80.18 
Schedule of Nonvested Performance-based Units Activity
A summary of the unvested PSUs is as follows:
SharesWeighted
Average
Grant Date
Fair Value
Unvested at December 31, 2022
62,659 $54.92 
Granted
38,759 126.61 
Vested
— — 
Forfeited
— — 
Unvested at June 30, 20231
101,418 $82.32 
1Consists of 14,817 PSUs cliff vesting December 31, 2023, 47,842 PSUs cliff vesting December 31, 2024, and 38,759 PSUs cliff vesting December 31, 2025.
Summary of Share-Based Compensation Expense
A summary of share-based compensation is as follows:

Three Months EndedSix Months Ended
 June 30,
2023
June 30,
2022
June 30,
2023
June 30,
2022
Grant date fair value of awards during the period:(in thousands)
Options$445 $650 $5,118 $5,499 
PSUs1,666 219 4,907 2,081 
Restricted stock1,244 1,018 4,150 3,155 
Total$3,355 $1,887 $14,175 $10,735 
Share-based compensation expense:
Options$2,311 $2,339 $4,376 $4,379 
PSUs716 292 1,083 477 
Restricted stock1,024 843 1,850 1,522 
Key employee awards253 322 514 530 
Total$4,304 $3,796 $7,823 $6,908 
Income tax benefit related to share-based compensation:
Options$1,840 $198 $5,161 $491 
Restricted stock199 664 228 
Total$2,039 $207 $5,825 $719 
v3.23.2
Employee Benefits (Tables)
6 Months Ended
Jun. 30, 2023
Retirement Benefits [Abstract]  
Schedule of Contributions Made to Defined Contribution Plan
The Company matches 175% up to 6% of employee contributions of eligible compensation. Additionally, Plan participant forfeitures are used to reduce the cost of the Company contributions.

Three Months EndedSix Months Ended
 June 30,
2023
June 30,
2022
June 30,
2023
June 30,
2022
(in thousands)
Contributions, net of forfeitures, made to the defined contribution plan$3,408 $3,273 $8,667 $6,579 
Schedule of Profit Sharing Bonus Plan
We maintain a discretionary profit sharing bonus plan under which approximately 10% of pre-tax profit from AAON Oklahoma and AAON Coil Products is paid to eligible employees on a quarterly basis in order to reward employee productivity. Eligible employees are regular full-time employees of AAON Oklahoma or AAON Coil Products who are actively employed and working on the first and last days of the calendar quarter and who were employed full-time for at least three full months prior to the beginning of the calendar quarter, excluding the Company's senior leadership team.

BASX has a separate employee incentive program (EIP) under which 5% of BASX's pre-tax profit, plus certain add backs, is paid ratably to eligible employees based on days-of-pay during the fiscal year. Eligible employees are regular full-time and part-time employees who have worked during the year and are still employed when the EIP payment is made following the end of the fiscal year, excluding members of BASX's senior leadership team and any employee paid commissions or royalties.

Three Months EndedSix Months Ended
 June 30,
2023
June 30,
2022
June 30,
2023
June 30,
2022
(in thousands)
Profit sharing bonus plan and employee incentive plan expense$5,952 $2,146 $10,818 $4,815 
Schedule of Employee Medical Plan
At AAON Oklahoma and AAON Coil Products, we self-insure for our employees' health insurance, and make medical claim payments up to certain stop-loss amounts. We estimate our self-insurance liabilities using an analysis provided by our claims administrator and our historical claims experience. Eligible employees are regular full-time employees who are actively employed and working. Participants are expected to pay a portion of the premium costs for coverage of the benefits provided under the Plans. In addition, the Company matches 175% of a participating AAON Oklahoma and AAON Coil Products employee's allowed contributions to a qualified health saving account to assist employees with health insurance plan deductibles.

BASX is insured for healthcare coverage through a third party. Eligible employees are regular full-time employees who are actively employed and working. Participants are expected to pay a portion of the premium costs for coverage of the benefits provided under the Plans. In addition, the Company contributes certain amounts for BASX's employees enrolled in a high deductible plan to a qualified health savings account to assist employees with health insurance plan deductibles.
Three Months EndedSix Months Ended
 June 30,
2023
June 30,
2022
June 30,
2023
June 30,
2022
(in thousands)
Medical premium payments$4,132 $2,043 $6,800 $3,989 
Health saving account contributions1,198 964 2,258 1,903 
v3.23.2
Earnings Per Share (Tables)
6 Months Ended
Jun. 30, 2023
Earnings Per Share [Abstract]  
Earnings Per Share
The following table sets forth the computation of basic and diluted earnings per share for the three and six months ended June 30, 2023 and 2022:
 Three Months EndedSix Months Ended
 June 30,
2023
June 30,
2022
June 30,
2023
June 30,
2022
Numerator:(in thousands, except share and per share data)
Net income
$45,682 $15,946 $82,496 $34,005 
Denominator:  
Basic weighted average shares
54,293,127 53,095,286 54,175,682 52,992,439 
Effect of dilutive shares related to stock based compensation1
1,353,260 566,590 1,334,800 747,998 
Effect of dilutive shares related to contingent consideration2
— — 141,850 204,179 
Diluted weighted average shares
55,646,387 53,661,876 55,652,332 53,944,616 
Earnings per share:  
Basic
$0.84 $0.30 $1.52 $0.64 
Dilutive
$0.82 $0.30 $1.48 $0.63 
Anti-dilutive shares:  
Shares
231,579 879,554 175,936 658,595 
1 Dilutive shares related to stock options, restricted stock, PSUs and Key Employee Awards (Note 12)
2 Dilutive shares related to contingent shares issued to the former owners of BASX (Note 15)
The following table sets forth the pro forma computation of basic and diluted earnings per share for the three and six months ended June 30, 2023 and 2022:
(unaudited)
 Three Months EndedSix Months Ended
 June 30,
2023
June 30,
2022
June 30,
2023
June 30,
2022
Numerator:(in thousands, except share and per share data)
Net income
$45,682 $15,946 $82,496 $34,005 
Denominator:  
Basic weighted average shares
81,439,691 79,642,930 81,263,523 79,488,659 
Effect of dilutive shares related to stock based compensation1
2,029,890 849,885 2,002,199 1,121,997 
Effect of dilutive shares related to contingent consideration2
— — 212,776 306,269 
Diluted weighted average shares
83,469,581 80,492,815 83,478,498 80,916,925 
Earnings per share:  
Basic
$0.56 $0.20 $1.02 $0.43 
Dilutive
$0.55 $0.20 $0.99 $0.42 
Anti-dilutive shares:  
Shares
347,368 1,319,331 263,905 987,893 
1 Dilutive shares related to stock options, restricted stock, PSUs and Key Employee Awards (Note 12)
2 Dilutive shares related to contingent shares issued to the former owners of BASX (Note 15)
v3.23.2
Stockholders' Equity (Tables)
6 Months Ended
Jun. 30, 2023
Stockholders' Equity Note [Abstract]  
Schedule of Market Repurchase
Our open market repurchase programs are as follows:
Effective DateAuthorized Repurchase $Expiration Date
March 13, 2020$20 millionNovember 9, 2022
November 3, 2022$50 million
** 1
1 Expiration Date is at Board's discretion. The Company is authorized to effectuate repurchases of the Company's common stock on terms and conditions approved in advance by the Board.
Schedule of Share Repurchases
Our repurchase activity is as follows:
Six Months Ended
June 30, 2023June 30, 2022
(in thousands, except share and per share data)
ProgramSharesTotal $$ per shareSharesTotal $$ per share
Open market— $— $— — $— $— 
401(k)— — — 103,936 5,913 56.89 
Employees13,083 1,162 88.82 16,183 953 58.89 
Total
13,083 $1,162 $88.82 120,119 $6,866 $57.16 

Our repurchase activity since Company inception, including our current authorized stock repurchase programs, are as follows:

Inception toJune 30, 2023
(in thousands, except share and per share data)
ProgramSharesTotal $$ per share
Open market4,327,367 $81,616 $18.86 
401(k)8,308,368 171,789 20.68 
Directors and employees2,058,038 24,522 11.92 
Total
14,693,773 $277,927 $18.91 
Schedule of Dividends Payable
Our recent cash dividends are as follows:

Declaration Date1
Record DatePayment DateDividend
per Share
 Annualized Dividend
per Share
May 18, 2022June 3, 2022July 1, 2022$0.19$0.38
November 8, 2022November 28, 2022December 16, 2022$0.24$0.48
March 1, 2023March 13, 2023March 31, 2023$0.12$0.48
May 18, 2023June 9, 2023June 30, 2023$0.12$0.48
1 Effective with the cash dividend declared on March 1, 2023 (paid on March 31, 2023), the Company moved from semi-annual cash dividends to quarterly cash dividends.
Earnings Per Share
The following table sets forth the computation of basic and diluted earnings per share for the three and six months ended June 30, 2023 and 2022:
 Three Months EndedSix Months Ended
 June 30,
2023
June 30,
2022
June 30,
2023
June 30,
2022
Numerator:(in thousands, except share and per share data)
Net income
$45,682 $15,946 $82,496 $34,005 
Denominator:  
Basic weighted average shares
54,293,127 53,095,286 54,175,682 52,992,439 
Effect of dilutive shares related to stock based compensation1
1,353,260 566,590 1,334,800 747,998 
Effect of dilutive shares related to contingent consideration2
— — 141,850 204,179 
Diluted weighted average shares
55,646,387 53,661,876 55,652,332 53,944,616 
Earnings per share:  
Basic
$0.84 $0.30 $1.52 $0.64 
Dilutive
$0.82 $0.30 $1.48 $0.63 
Anti-dilutive shares:  
Shares
231,579 879,554 175,936 658,595 
1 Dilutive shares related to stock options, restricted stock, PSUs and Key Employee Awards (Note 12)
2 Dilutive shares related to contingent shares issued to the former owners of BASX (Note 15)
The following table sets forth the pro forma computation of basic and diluted earnings per share for the three and six months ended June 30, 2023 and 2022:
(unaudited)
 Three Months EndedSix Months Ended
 June 30,
2023
June 30,
2022
June 30,
2023
June 30,
2022
Numerator:(in thousands, except share and per share data)
Net income
$45,682 $15,946 $82,496 $34,005 
Denominator:  
Basic weighted average shares
81,439,691 79,642,930 81,263,523 79,488,659 
Effect of dilutive shares related to stock based compensation1
2,029,890 849,885 2,002,199 1,121,997 
Effect of dilutive shares related to contingent consideration2
— — 212,776 306,269 
Diluted weighted average shares
83,469,581 80,492,815 83,478,498 80,916,925 
Earnings per share:  
Basic
$0.56 $0.20 $1.02 $0.43 
Dilutive
$0.55 $0.20 $0.99 $0.42 
Anti-dilutive shares:  
Shares
347,368 1,319,331 263,905 987,893 
1 Dilutive shares related to stock options, restricted stock, PSUs and Key Employee Awards (Note 12)
2 Dilutive shares related to contingent shares issued to the former owners of BASX (Note 15)
v3.23.2
Related Parties (Tables)
6 Months Ended
Jun. 30, 2023
Related Party Transactions [Abstract]  
Schedule of Related Party Transactions
The following is a summary of transactions and balances with related parties:
 Three Months EndedSix Months Ended
 June 30,
2023
June 30,
2022
June 30,
2023
June 30,
2022
(in thousands)
Sales to affiliates$2,619 $2,327 $3,764 $3,079 
Payments to affiliates390 639 782 1,003 
June 30,
2023
December 31,
2022
(in thousands)
Due from affiliates$559 $432 
Due to affiliates319 — 

The nature of our related party transactions is as follows:

The Company sells units to an entity owned by a member of the CEO/President's immediate family. This entity is also one of the Company’s Representatives and as such, the Company makes payments to the entity for third party products.
The Company purchases some supplies from entities controlled by two of the Company’s board members and a member of the Company's executive management team.
The Company periodically makes part sales and makes payments to a board member related to a consulting agreement.
The Company periodically rents space partially owned by the CEO/President for various Company meetings.
•From December 10, 2021 through May 31, 2022, the Company leased a manufacturing and office facility in Redmond, Oregon from an entity in which certain members of BASX management have an ownership interest. This facility was purchased 100% by the Company on May 31, 2022.
v3.23.2
Segments (Tables)
6 Months Ended
Jun. 30, 2023
Segment Reporting [Abstract]  
Schedule of Segment Reporting Information, by Segment
The following table summarizes certain financial data related to our segments. Transactions between segments are recorded based on prices negotiated between the segments. The Gross Profit amounts shown below are presented after elimination entries.

Three Months EndedSix Months Ended
 June 30, 2023June 30, 2022June 30, 2023June 30, 2022
Net Sales(in thousands)
AAON Oklahoma
     External sales$218,214 $157,481 $420,216 $297,348 
     Inter-segment sales1,205 770 2,699 1,159 
AAON Coil Products
     External sales30,081 26,754 63,493 48,689 
     Inter-segment sales9,499 8,093 16,816 16,010 
BASX
External sales35,662 24,579 66,201 45,548 
Inter-segment sales1,130 — 1,500 — 
Eliminations(11,834)(8,863)(21,015)(17,169)
             Net sales$283,957 $208,814 $549,910 $391,585 
 
Gross Profit
AAON Oklahoma$75,379 $31,737 $137,229 $65,573 
AAON Coil Products7,483 8,474 14,641 15,780 
BASX11,156 7,165 19,302 12,087 
            Gross profit$94,018 $47,376 $171,172 $93,440 

June 30, 2023December 31, 2022
Long-lived assets(in thousands)
AAON Oklahoma$244,762 $213,731 
AAON Coil Products75,422 68,013 
BASX40,045 35,578 
            Total long-lived assets$360,229 $317,322 
Intangible assets and goodwill
AAON Oklahoma$3,229 $3,229 
AAON Coil Products— — 
BASX141,466 143,269 
            Total intangible assets and goodwill$144,695 $146,498 
v3.23.2
General (Details)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2023
USD ($)
numberOfVIE
Jun. 30, 2022
USD ($)
Jun. 30, 2023
USD ($)
numberOfVIE
Jun. 30, 2022
USD ($)
Dec. 31, 2022
USD ($)
Oct. 31, 2022
Basis of Presentation and Significant Accounting Policies [Abstract]            
Number of variable interest entities with directed activities | numberOfVIE 2   2      
Percent on overall increase in wages 3.90% 3.00% 3.90% 3.00%    
Percent of cost of living increase           3.50%
Provision for excess and obsolete inventories, net of write-offs     $ 1,458 $ 148    
Intangible assets, net $ 62,803   62,803   $ 64,606  
Amortization of intangible assets 901 $ 901 1,803 1,796    
Goodwill $ 81,892   81,892   $ 81,892  
Finite-Lived Intangible Assets [Line Items]            
Provision for excess and obsolete inventories, net of write-offs     1,458 148    
New Accounting Pronouncements or Change in Accounting Principle [Line Items]            
Depreciation and amortization     (21,236) (16,300)    
Provision for excess and obsolete inventories, net of write-offs     $ 1,458 148    
Intellectual property            
Finite-Lived Intangible Assets [Line Items]            
Useful life 30 years   30 years      
Customer relationships            
Finite-Lived Intangible Assets [Line Items]            
Useful life 14 years   14 years      
Adjustment            
New Accounting Pronouncements or Change in Accounting Principle [Line Items]            
Depreciation and amortization       $ 1,800    
v3.23.2
General - Goodwill (Details) - USD ($)
$ in Thousands
6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Goodwill [Roll Forward]    
Balance, beginning of period $ 81,892 $ 85,727
Additions due to acquisitions 0 0
Decreases due to business combination revisions 0 (3,835)
Balance, end of period $ 81,892 $ 81,892
v3.23.2
Revenue Recognition - Disaggregated Net Sales (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Disaggregation of Revenue [Line Items]        
Net sales $ 283,957 $ 208,814 $ 549,910 $ 391,585
AAON Oklahoma        
Disaggregation of Revenue [Line Items]        
Net sales 218,214 157,481 420,216 297,348
AAON Coil Products        
Disaggregation of Revenue [Line Items]        
Net sales 30,081 26,754 63,493 48,689
BasX        
Disaggregation of Revenue [Line Items]        
Net sales 35,662 24,579 66,201 45,548
Rooftop units        
Disaggregation of Revenue [Line Items]        
Net sales 196,065 138,616 376,091 260,322
Rooftop units | AAON Oklahoma        
Disaggregation of Revenue [Line Items]        
Net sales 196,065 138,616 376,091 260,322
Rooftop units | AAON Coil Products        
Disaggregation of Revenue [Line Items]        
Net sales 0 0 0 0
Rooftop units | BasX        
Disaggregation of Revenue [Line Items]        
Net sales 0 0 0 0
Condensing units        
Disaggregation of Revenue [Line Items]        
Net sales 11,390 11,949 26,668 21,167
Condensing units | AAON Oklahoma        
Disaggregation of Revenue [Line Items]        
Net sales 61 0 61 242
Condensing units | AAON Coil Products        
Disaggregation of Revenue [Line Items]        
Net sales 11,329 11,949 26,607 20,925
Condensing units | BasX        
Disaggregation of Revenue [Line Items]        
Net sales 0 0 0 0
Air handlers        
Disaggregation of Revenue [Line Items]        
Net sales 15,210 14,485 30,469 25,262
Air handlers | AAON Oklahoma        
Disaggregation of Revenue [Line Items]        
Net sales 0 0 0 0
Air handlers | AAON Coil Products        
Disaggregation of Revenue [Line Items]        
Net sales 12,610 11,540 24,831 20,978
Air handlers | BasX        
Disaggregation of Revenue [Line Items]        
Net sales 2,600 2,945 5,638 4,284
Outdoor mechanical rooms        
Disaggregation of Revenue [Line Items]        
Net sales 61 260 420 924
Outdoor mechanical rooms | AAON Oklahoma        
Disaggregation of Revenue [Line Items]        
Net sales 0 0 208 554
Outdoor mechanical rooms | AAON Coil Products        
Disaggregation of Revenue [Line Items]        
Net sales 61 260 212 370
Outdoor mechanical rooms | BasX        
Disaggregation of Revenue [Line Items]        
Net sales 0 0 0 0
Cleanroom systems        
Disaggregation of Revenue [Line Items]        
Net sales 17,086 8,246 29,708 16,285
Cleanroom systems | AAON Oklahoma        
Disaggregation of Revenue [Line Items]        
Net sales 0 0 0 0
Cleanroom systems | AAON Coil Products        
Disaggregation of Revenue [Line Items]        
Net sales 0 0 0 0
Cleanroom systems | BasX        
Disaggregation of Revenue [Line Items]        
Net sales 17,086 8,246 29,708 16,285
Data center cooling solutions        
Disaggregation of Revenue [Line Items]        
Net sales 17,671 12,837 33,593 23,705
Data center cooling solutions | AAON Oklahoma        
Disaggregation of Revenue [Line Items]        
Net sales 0 0 0 0
Data center cooling solutions | AAON Coil Products        
Disaggregation of Revenue [Line Items]        
Net sales 1,794 0 3,240 0
Data center cooling solutions | BasX        
Disaggregation of Revenue [Line Items]        
Net sales 15,877 12,837 30,353 23,705
Water-source heat pumps        
Disaggregation of Revenue [Line Items]        
Net sales 3,484 3,674 9,294 9,013
Water-source heat pumps | AAON Oklahoma        
Disaggregation of Revenue [Line Items]        
Net sales 398 1,876 3,128 4,862
Water-source heat pumps | AAON Coil Products        
Disaggregation of Revenue [Line Items]        
Net sales 3,086 1,798 6,166 4,151
Water-source heat pumps | BasX        
Disaggregation of Revenue [Line Items]        
Net sales 0 0 0 0
Part sales        
Disaggregation of Revenue [Line Items]        
Net sales 16,206 14,188 30,359 24,404
Part sales | AAON Oklahoma        
Disaggregation of Revenue [Line Items]        
Net sales 15,963 13,857 29,867 24,073
Part sales | AAON Coil Products        
Disaggregation of Revenue [Line Items]        
Net sales 0 0 1 0
Part sales | BasX        
Disaggregation of Revenue [Line Items]        
Net sales 243 331 491 331
Other        
Disaggregation of Revenue [Line Items]        
Net sales 6,784 4,559 13,308 10,503
Other | AAON Oklahoma        
Disaggregation of Revenue [Line Items]        
Net sales 5,727 3,132 10,861 7,295
Other | AAON Coil Products        
Disaggregation of Revenue [Line Items]        
Net sales 1,201 1,207 2,436 2,265
Other | BasX        
Disaggregation of Revenue [Line Items]        
Net sales $ (144) $ 220 $ 11 $ 943
v3.23.2
Revenue Recognition - Additional Information (Details) - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Revenue from Contract with Customer [Abstract]        
Payments to representatives $ 13.0 $ 11.4 $ 26.3 $ 17.9
v3.23.2
Leases (Details) - USD ($)
$ in Thousands
Jun. 30, 2023
Dec. 31, 2022
Leases [Abstract]    
Right of use assets $ 7,378 $ 7,123
Lease liability, short-term 1,607 1,254
Lease liability, long-term $ 5,962 $ 5,993
v3.23.2
Leases - Additional Information (Details) - squareFoot
Jul. 28, 2023
Jun. 30, 2023
Nov. 30, 2022
Sep. 29, 2022
MISSOURI        
Lessee, Lease, Description [Line Items]        
Number of square feet   86,000   51,000
OKLAHOMA        
Lessee, Lease, Description [Line Items]        
Number of square feet     198,000  
OREGON | Subsequent Event        
Lessee, Lease, Description [Line Items]        
Number of square feet 72,000      
Lease term 5 years      
Industrial Property        
Lessee, Lease, Description [Line Items]        
Number of square feet   31,000    
Office Building        
Lessee, Lease, Description [Line Items]        
Number of square feet   4,000    
v3.23.2
Accounts Receivable - Receivables (Details) - USD ($)
$ in Thousands
Jun. 30, 2023
Dec. 31, 2022
Receivables [Abstract]    
Accounts receivable $ 154,417 $ 127,635
Less:  Allowance for credit losses (306) (477)
Total, net $ 154,111 $ 127,158
v3.23.2
Accounts Receivable - Allowance (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Accounts Receivable, Allowance for Credit Loss [Roll Forward]        
Balance, beginning of period $ 421 $ 837 $ 477 $ 549
Provisions for (recoveries of) for expected credit losses, net of adjustments (115) (107) (171) 181
Accounts receivable written off, net of recoveries 0 167 0 167
Balance, end of period $ 306 $ 563 $ 306 $ 563
v3.23.2
Inventories - Components (Details) - USD ($)
$ in Thousands
Jun. 30, 2023
Mar. 31, 2023
Dec. 31, 2022
Jun. 30, 2022
Mar. 31, 2022
Dec. 31, 2021
Inventory Disclosure [Abstract]            
Raw materials $ 210,937   $ 194,159      
Work in process 4,087   3,501      
Finished goods 5,665   5,806      
Total, gross 220,689   203,466      
Less: Allowance for excess and obsolete inventories (5,281) $ (4,748) (4,527) $ (1,871) $ (2,007) $ (1,787)
Total, net $ 215,408   $ 198,939      
v3.23.2
Inventories - Allowance (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Inventory Valuation Reserves [Roll Forward]        
Balance, beginning of period $ 4,748 $ 2,007 $ 4,527 $ 1,787
Provision (recovery of) for excess and obsolete inventories 794 (72) 1,458 148
Inventories written off (261) (64) (704) (64)
Balance, end of period $ 5,281 $ 1,871 $ 5,281 $ 1,871
v3.23.2
Intangible Assets (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Dec. 31, 2022
Finite-Lived Intangible Assets [Line Items]          
Less:  Accumulated amortization $ (5,610)   $ (5,610)   $ (3,807)
Total, net 48,232   48,232   50,035
Indefinite-lived intangible assets 14,571   14,571   14,571
Total intangible assets, net 62,803   62,803   64,606
Amortization of intangible assets 901 $ 901 1,803 $ 1,796  
2022 3,600   3,600    
2023 3,600   3,600    
2024 3,600   3,600    
2025 3,600   3,600    
2026 3,600   3,600    
Intellectual property          
Finite-Lived Intangible Assets [Line Items]          
Definite-lived intangible assets 6,295   6,295   6,295
Customer relationships          
Finite-Lived Intangible Assets [Line Items]          
Definite-lived intangible assets $ 47,547   $ 47,547   $ 47,547
v3.23.2
Supplemental Cash Flow Information (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Supplemental disclosure:        
Interest paid $ 1,506 $ 418 $ 2,627 $ 533
Income taxes paid 33,471 10,805 33,643 10,981
Non-cash investing and financing activities:        
Non-cash capital expenditures 1,205 221 1,571 679
Dividends declared $ 0 $ 10,096 $ 0 $ 10,096
v3.23.2
Warranties - Additional Information (Details)
6 Months Ended
Jun. 30, 2023
Product Information [Line Items]  
Product warranty accrual, minimum length 1 year
Product warranty accrual, maximum length 25 years
Parts  
Product Information [Line Items]  
Product warranty accrual, minimum length 18 months
v3.23.2
Warranties - Change in Accruals (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Movement in Standard Product Warranty Accrual [Roll Forward]        
Balance, beginning of period $ 16,209 $ 13,707 $ 15,682 $ 13,769
Payments made (2,435) (1,679) (4,316) (2,898)
Provisions 3,126 2,353 5,534 3,510
Balance, end of period $ 16,900 $ 14,381 $ 16,900 $ 14,381
v3.23.2
Accrued Liabilities and Other Long-Term Liabilities (Details) - USD ($)
$ in Thousands
Jun. 30, 2023
Dec. 31, 2022
Accrued Liabilities    
Warranty $ 16,900 $ 15,682
Due to representatives 17,282 15,545
Payroll 15,190 11,901
Profit sharing 6,087 5,451
Workers' compensation 399 367
Medical self-insurance 1,536 1,178
Customer prepayments 24,510 3,750
Donations, short-term 390 637
Accrued income taxes 0 12,472
Employee vacation time 9,726 6,329
Lease liability, short-term 1,607 1,254
Property taxes 1,722 0
Extended warranties, short-term 2,589 1,330
Other 3,263 2,734
Total 101,201 78,630
Other Long-Term Liabilities    
Lease liability 5,962 5,993
Extended warranties 4,806 4,539
Donations and other 596 976
Total $ 11,364 $ 11,508
v3.23.2
Revolving Credit Facility (Details) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Apr. 25, 2023
Dec. 31, 2022
May 27, 2022
Nov. 24, 2021
Oct. 24, 2019
Line of Credit Facility [Line Items]                  
Revolving credit facility, long-term $ 78,536,000   $ 78,536,000     $ 71,004,000      
Ratio of total liability to net worth 0.37   0.37            
Maximum ratio of total liability to net worth for compliance 3   3            
Revolving Credit Facility                  
Line of Credit Facility [Line Items]                  
Credit facility maximum borrowings         $ 23,000,000     $ 100,000,000 $ 23,000,000
Option to increase maximum borrowing capacity             $ 200,000,000    
Standby letter of credit $ 300,000   $ 300,000            
Borrowings available under the revolving credit facility $ 121,200,000   $ 121,200,000            
Debt, weighted average interest rate, 6.30% 1.90% 6.20% 1.70%          
Revolving Credit Facility | Base Rate                  
Line of Credit Facility [Line Items]                  
Stated percentage 0.50%   0.50%            
Revolving Credit Facility | SOFR                  
Line of Credit Facility [Line Items]                  
Stated percentage 1.00%   1.00%            
Revolving Credit Facility | Minimum                  
Line of Credit Facility [Line Items]                  
Applicable margin 1.25%   1.25%            
Commitment fee percentage     0.10%            
Revolving Credit Facility | Maximum                  
Line of Credit Facility [Line Items]                  
Applicable margin 1.75%   1.75%            
Commitment fee percentage     0.20%            
Letter of Credit | Minimum                  
Line of Credit Facility [Line Items]                  
Commitment fee percentage     1.25%            
Letter of Credit | Maximum                  
Line of Credit Facility [Line Items]                  
Commitment fee percentage     1.75%            
v3.23.2
Income Taxes - Provision (Benefit) for Income Taxes (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Income Tax Disclosure [Abstract]        
Current $ 13,037 $ 5,277 $ 18,472 $ 9,086
Deferred (5,359) (1,100) (4,438) (127)
Income tax provision $ 7,678 $ 4,177 $ 14,034 $ 8,959
v3.23.2
Income Taxes - Reconciliation of Federal Statutory Income Tax Rate (Details)
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Income Tax Disclosure [Abstract]        
Federal statutory rate 21.00% 21.00% 21.00% 21.00%
State income taxes, net of Federal benefit 4.60% 6.30% 4.40% 4.50%
Excess tax benefits related to share-based compensation (Note 12) (3.80%) (1.00%) (6.00%) (1.70%)
Return to provision 0.00% (1.20%) (0.10%) (0.60%)
Research and development credits (1.20%) (1.50%) (1.30%) (1.20%)
Change in valuation allowance (Oklahoma Investment Credit) (5.80%) 0.00% (3.20%) 0.00%
Other (0.40%) (2.80%) (0.30%) (1.10%)
Effective tax rate 14.40% 20.80% 14.50% 20.90%
v3.23.2
Income Taxes - Additional Information (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Tax Credit Carryforward [Line Items]        
Share-based payment arrangement, expense, tax benefit $ 2,039 $ 207 $ 5,825 $ 719
Expected effective income tax rate for the year     24.10%  
Income tax benefit (7,678) $ (4,177) $ (14,034) $ (8,959)
Investment Tax Credit Carryforward        
Tax Credit Carryforward [Line Items]        
Tax credit carryforward 4,900   4,900  
Income tax benefit $ 3,100   $ 3,100  
v3.23.2
Share-Based Compensation - Additional Information (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
May 24, 2016
May 22, 2007
Mar. 31, 2023
Jun. 30, 2023
Jun. 30, 2022
May 12, 2020
May 15, 2018
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]              
Stock authorized to be issued under plan (in shares) 8,900,000            
Total intrinsic value of options exercised during period       $ 25,300 $ 3,500    
Cash received from options exercised during period       $ 23,244 $ 6,385    
Award requisite service period       1 year      
2007 Long-Term Incentive Plan              
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]              
Stock authorized to be issued under plan (in shares) 400,000 3,300,000          
Exercise price of shares granted may not be less than fair market value (percentage)   100.00%          
2016 Long-Term Incentive Plan              
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]              
Stock authorized to be issued under plan (in shares) 3,400,000         2,500,000 2,600,000
Exercise price of shares granted may not be less than fair market value (percentage) 100.00%            
Performance Award              
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]              
Unrecognized pre-tax compensation cost       $ 5,700      
Weighted average recognition period (in years)       2 years      
Performance Award | 2016 Long-Term Incentive Plan              
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]              
Award vesting period       3 years      
Performance Award | Minimum              
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]              
Award, percent of conversion in common stock       0.00%      
Performance Award | Maximum              
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]              
Award, percent of conversion in common stock       200.00%      
Equity Option              
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]              
Unrecognized pre-tax compensation cost       $ 13,100      
Weighted average recognition period (in years)       1 year 7 months 6 days      
Restricted Stock | 2007 Long-Term Incentive Plan              
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]              
Unrecognized pre-tax compensation cost       $ 6,600      
Weighted average recognition period (in years)       1 year 9 months 18 days      
Key Employee Awards              
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]              
Unrecognized pre-tax compensation cost       $ 500      
Weighted average recognition period (in years)       6 months      
Employees              
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]              
Award vesting rights, percentage     20.00% 33.30%      
v3.23.2
Share-Based Compensation - Summary of Assumptions (Details) - USD ($)
6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Performance Award    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Expected (annual) dividend rate $ 0.48 $ 0.38
Expected volatility 32.71% 37.60%
Risk-free interest rate 4.66% 2.00%
Expected life 2 years 9 months 18 days 2 years 9 months 18 days
Directors and Senior Leadership Team    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Expected (annual) dividend rate $ 0.48 $ 0.38
Expected volatility 37.89% 35.95%
Risk-free interest rate 4.39% 2.17%
Expected life 4 years 4 years
Employees    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Expected (annual) dividend rate $ 0.48 $ 0.38
Expected volatility 38.52% 37.29%
Risk-free interest rate 4.40% 2.11%
Expected life 3 years 3 years
v3.23.2
Share-Based Compensation - Summary of Stock Options Outstanding (Details)
$ / shares in Units, $ in Thousands
6 Months Ended
Jun. 30, 2023
USD ($)
$ / shares
shares
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]  
Number of shares vested and exercisable (in shares) | shares 1,551,628
Options vested and exercisable weighted average remaining contractual life 5 years 6 months 21 days
Options vested and exercisable weighted average exercise price (in dollars per share) $ 42.40
Options vested and exercisable intrinsic value | $ $ 81,321
$8.17 - $41.37  
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]  
Range of exercise prices, lower range (in dollars per share) $ 20.92
Range of exercise prices, upper range (in dollars per share) $ 41.37
Number of shares vested and exercisable (in shares) | shares 1,048,962
Options vested and exercisable weighted average remaining contractual life 4 years 9 months 14 days
Options vested and exercisable weighted average exercise price (in dollars per share) $ 37.06
Options vested and exercisable intrinsic value | $ $ 60,579
$42.42 - $65.24  
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]  
Range of exercise prices, lower range (in dollars per share) $ 42.42
Range of exercise prices, upper range (in dollars per share) $ 55.30
Number of shares vested and exercisable (in shares) | shares 364,787
Options vested and exercisable weighted average remaining contractual life 6 years 11 months 26 days
Options vested and exercisable weighted average exercise price (in dollars per share) $ 46.34
Options vested and exercisable intrinsic value | $ $ 17,682
$65.29 - $79.81  
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]  
Range of exercise prices, lower range (in dollars per share) $ 55.50
Range of exercise prices, upper range (in dollars per share) $ 97.89
Number of shares vested and exercisable (in shares) | shares 137,879
Options vested and exercisable weighted average remaining contractual life 7 years 7 months 28 days
Options vested and exercisable weighted average exercise price (in dollars per share) $ 72.62
Options vested and exercisable intrinsic value | $ $ 3,060
v3.23.2
Share-Based Compensation - Summary of Stock Option Activity (Details)
6 Months Ended
Jun. 30, 2023
$ / shares
shares
Shares [Roll Forward]  
Outstanding, beginning of period (in shares) | shares 3,040,347
Granted (in shares) | shares 213,164
Exercised (in shares) | shares (532,830)
Forfeited or Expired (in shares) | shares (38,727)
Outstanding, end of period (in shares) | shares 2,681,954
Exercisable, end of period (in shares) | shares 1,551,628
Weighted Average Exercise Price [Roll Forward]  
Outstanding, beginning of period (weighted average exercise price) | $ / shares $ 45.20
Granted (weighted average exercise price) | $ / shares 91.49
Exercised (weighted average exercise price) | $ / shares 43.62
Forfeited or Expired (weighted average exercise price) | $ / shares 51.88
Outstanding, end of period (weighted average exercise price) | $ / shares 49.09
Exercisable, end of period (weighted average exercise price) | $ / shares $ 42.40
v3.23.2
Share-Based Compensation - Summary of Unvested Awards (Details)
6 Months Ended
Jun. 30, 2023
$ / shares
shares
Restricted Stock  
Shares [Roll Forward]  
Unvested, beginning of period (in shares) 144,826
Granted (in shares) 46,492
Vested (in shares) (60,373)
Forfeited (in shares) (1,112)
Unvested, end of period (in shares) 129,833
Weighted Average Grant Date Fair Value [Roll Forward]  
Unvested, beginning of period (weighted average grant date fair value) | $ / shares $ 50.00
Granted (weighted average grant date fair value) | $ / shares 89.26
Vested (weighted average grant date fair value) | $ / shares 48.67
Forfeited (weighted average grant date fair value) | $ / shares 56.35
Unvested, end of period (weighted average grant date fair value) | $ / shares $ 64.62
Performance Award  
Shares [Roll Forward]  
Unvested, beginning of period (in shares) 62,659
Granted (in shares) 38,759
Vested (in shares) 0
Forfeited (in shares) 0
Unvested, end of period (in shares) 101,418
Weighted Average Grant Date Fair Value [Roll Forward]  
Unvested, beginning of period (weighted average grant date fair value) | $ / shares $ 54.92
Granted (weighted average grant date fair value) | $ / shares 126.61
Vested (weighted average grant date fair value) | $ / shares 0
Forfeited (weighted average grant date fair value) | $ / shares 0
Unvested, end of period (weighted average grant date fair value) | $ / shares $ 82.32
Performance Award | Cliff Vesting December 31, 2023  
Shares [Roll Forward]  
Vested (in shares) (14,817)
Performance Award | Cliff Vesting December 31, 2024  
Shares [Roll Forward]  
Vested (in shares) (47,842)
Performance Award | Cliff Vesting December 31, 2025  
Shares [Roll Forward]  
Vested (in shares) (38,759)
Key Employee Awards  
Shares [Roll Forward]  
Unvested, beginning of period (in shares) 26,599
Granted (in shares) 0
Vested (in shares) 0
Forfeited (in shares) 0
Unvested, end of period (in shares) 26,599
Weighted Average Grant Date Fair Value [Roll Forward]  
Unvested, beginning of period (weighted average grant date fair value) | $ / shares $ 80.18
Granted (weighted average grant date fair value) | $ / shares 0
Vested (weighted average grant date fair value) | $ / shares 0
Forfeited (weighted average grant date fair value) | $ / shares 0
Unvested, end of period (weighted average grant date fair value) | $ / shares $ 80.18
v3.23.2
Share-Based Compensation - Summary of Unvested Restricted Stock Awards (Details) - Restricted Stock
6 Months Ended
Jun. 30, 2023
$ / shares
shares
Shares [Roll Forward]  
Unvested, beginning of period (in shares) | shares 144,826
Granted (in shares) | shares 46,492
Vested (in shares) | shares (60,373)
Forfeited (in shares) | shares (1,112)
Unvested, end of period (in shares) | shares 129,833
Weighted Average Grant Date Fair Value [Roll Forward]  
Unvested, beginning of period (weighted average grant date fair value) | $ / shares $ 50.00
Granted (weighted average grant date fair value) | $ / shares 89.26
Vested (weighted average grant date fair value) | $ / shares 48.67
Forfeited (weighted average grant date fair value) | $ / shares 56.35
Unvested, end of period (weighted average grant date fair value) | $ / shares $ 64.62
v3.23.2
Share-Based Compensation - Summary of Grant Date Fair Value of Awards (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Grant date fair value of awards during the period:        
Options $ 445 $ 650 $ 5,118 $ 5,499
Performance Awards 1,666 219 4,907 2,081
Restricted stock 1,244 1,018 4,150 3,155
Total 3,355 1,887 14,175 10,735
Share-based compensation expense:        
Options 2,311 2,339 4,376 4,379
PSUs 716 292 1,083 477
Restricted stock 1,024 843 1,850 1,522
Key employee awards 253 322 514 530
Total 4,304 3,796 7,823 6,908
Income tax benefit related to share-based compensation:        
Options 1,840 198 5,161 491
Restricted stock 199 9 664 228
Total $ 2,039 $ 207 $ 5,825 $ 719
v3.23.2
Employee Benefits (Details) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Defined Benefit Plan Disclosure [Line Items]        
Defined contribution employee automatic contribution, percent     6.00%  
Administrative expense     $ 0 $ 0
Contributions, net of forfeitures, made to the defined contribution plan $ 3,408,000 $ 3,273,000 $ 8,667,000 6,579,000
Profit sharing, percent of pre-tax profit paid to eligible employees on quarterly basis     10.00%  
Profit sharing bonus plan and employee incentive plan expense 5,952,000 2,146,000 $ 10,818,000 4,815,000
Medical premium payments 4,132,000 2,043,000 6,800,000 3,989,000
Health saving account contributions $ 1,198,000 $ 964,000 $ 2,258,000 $ 1,903,000
BasX        
Defined Benefit Plan Disclosure [Line Items]        
Profit sharing, percent of pre-tax profit paid to eligible employees on quarterly basis     5.00%  
Effective January 1, 2016        
Defined Benefit Plan Disclosure [Line Items]        
Percent of match     175.00%  
Defined contribution employer, maximum match percent     6.00%  
v3.23.2
Earnings Per Share (Details) - USD ($)
$ / shares in Units, $ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Earnings Per Share [Abstract]        
Net income $ 45,682 $ 15,946 $ 82,496 $ 34,005
Basic weighted average shares (in shares) 54,293,127 53,095,286 54,175,682 52,992,439
Effect of dilutive stock options and restricted stock (in shares) 1,353,260 566,590 1,334,800 747,998
Effect of dilutive shares related to contingent consideration (in shares) 0 0 141,850 204,179
Diluted weighted average shares (in shares) 55,646,387 53,661,876 55,652,332 53,944,616
Basic (in dollars per share) $ 0.84 $ 0.30 $ 1.52 $ 0.64
Diluted (in dollars per share) $ 0.82 $ 0.30 $ 1.48 $ 0.63
Anti-dilutive shares (in shares) 231,579 879,554 175,936 658,595
v3.23.2
Stockholders' Equity (Details) - USD ($)
3 Months Ended 6 Months Ended 121 Months Ended 164 Months Ended 180 Months Ended
May 18, 2023
Mar. 01, 2023
Dec. 10, 2021
Nov. 08, 2018
May 18, 2018
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2020
Jun. 30, 2020
Jun. 30, 2020
Nov. 03, 2022
Mar. 13, 2020
Schedule of Shareholders' Equity [Line Items]                            
Stock repurchase program, authorized amount                         $ 50,000,000 $ 20,000,000
Stock repurchased during period (in shares)               13,083 120,119     14,693,773    
Aggregate price of shares repurchased since inception               $ 1,162,000 $ 6,866,000   $ 277,927,000      
Average price of shares repurchased since inception (per share)               $ 88.82 $ 57.16     $ 18.91    
Cash dividends declared per common share (in dollars per share)           $ 0.12 $ 0.19 $ 0.24 $ 0.19          
Annualized dividends paid per common share (in dollars per share) $ 0.48 $ 0.48   $ 0.48 $ 0.38                  
Stock repurchased and retired           $ (132,000) $ (2,784,000) $ (1,162,000) $ (6,866,000)          
BasX, LLC                            
Schedule of Shareholders' Equity [Line Items]                            
Contingent consideration     $ 78,000,000                      
Equity interest issued (in shares)     1,040,000.00                      
Equity interests issuable (in dollars per share)     $ 0.004                      
Contingent liability     $ 60,000,000                      
Shares issued (in shares)               390,000 490,000          
Dividend Declared                            
Schedule of Shareholders' Equity [Line Items]                            
Cash dividends declared per common share (in dollars per share) $ 0.12 $ 0.12   $ 0.24 $ 0.19                  
Open market                            
Schedule of Shareholders' Equity [Line Items]                            
Stock repurchased during period (in shares)               0 0 4,327,367        
Aggregate price of shares repurchased since inception               $ 0 $ 0 $ 81,616,000        
Average price of shares repurchased since inception (per share)               $ 0 $ 0 $ 18.86        
401(k)                            
Schedule of Shareholders' Equity [Line Items]                            
Stock repurchased during period (in shares)               0 103,936     8,308,368    
Aggregate price of shares repurchased since inception               $ 0 $ 5,913,000     $ 171,789,000    
Average price of shares repurchased since inception (per share)               $ 0 $ 56.89     $ 20.68    
Employees                            
Schedule of Shareholders' Equity [Line Items]                            
Stock repurchased during period (in shares)               13,083 16,183   2,058,038      
Aggregate price of shares repurchased since inception               $ 1,162,000 $ 953,000   $ 24,522,000      
Average price of shares repurchased since inception (per share)               $ 88.82 $ 58.89   $ 11.92      
v3.23.2
Stockholders' Equity - Pro Forma Results of Stock Split (Details)
$ / shares in Units, $ in Thousands
3 Months Ended 6 Months Ended
Jul. 07, 2023
USD ($)
Jun. 30, 2023
USD ($)
$ / shares
shares
Jun. 30, 2022
USD ($)
$ / shares
shares
Jun. 30, 2023
USD ($)
$ / shares
shares
Jun. 30, 2022
USD ($)
$ / shares
shares
Aug. 16, 2023
shares
Schedule of Shareholders' Equity [Line Items]            
Net income | $   $ 45,682 $ 15,946 $ 82,496 $ 34,005  
Basic weighted average shares (in shares)   54,293,127 53,095,286 54,175,682 52,992,439  
Effect of dilutive stock options and restricted stock (in shares)   1,353,260 566,590 1,334,800 747,998  
Effect of dilutive shares related to contingent consideration (in shares)   0 0 141,850 204,179  
Diluted (in shares)   55,646,387 53,661,876 55,652,332 53,944,616  
Basic (in dollars per share) | $ / shares   $ 0.84 $ 0.30 $ 1.52 $ 0.64  
Diluted (in dollars per share) | $ / shares   $ 0.82 $ 0.30 $ 1.48 $ 0.63  
Anti-dilutive shares (in shares)   231,579 879,554 175,936 658,595  
Subsequent Event            
Schedule of Shareholders' Equity [Line Items]            
Stock split, conversion ratio 1.5          
Stock split, additional shares issued (in shares)           1
Stock split, original number of shares held (in shares)           2
Pro Forma            
Schedule of Shareholders' Equity [Line Items]            
Basic weighted average shares (in shares)   81,439,691 79,642,930 81,263,523 79,488,659  
Effect of dilutive stock options and restricted stock (in shares)   2,029,890 849,885 2,002,199 1,121,997  
Effect of dilutive shares related to contingent consideration (in shares)   0 0 212,776 306,269  
Diluted (in shares)   83,469,581 80,492,815 83,478,498 80,916,925  
Basic (in dollars per share) | $ / shares   $ 0.56 $ 0.20 $ 1.02 $ 0.43  
Diluted (in dollars per share) | $ / shares   $ 0.55 $ 0.20 $ 0.99 $ 0.42  
Anti-dilutive shares (in shares)   347,368 1,319,331 263,905 987,893  
Pro Forma | Subsequent Event            
Schedule of Shareholders' Equity [Line Items]            
Impact of stock split (less than) | $ $ 100          
Retained Earnings            
Schedule of Shareholders' Equity [Line Items]            
Net income | $   $ 45,682 $ 15,946 $ 82,496 $ 34,005  
v3.23.2
New Market Tax Credit (Details) - USD ($)
Apr. 25, 2023
Oct. 24, 2019
Nov. 24, 2021
Subsidiary      
Line of Credit Facility [Line Items]      
Due to subsidiary $ 23,800,000 $ 22,500,000  
Investor      
Line of Credit Facility [Line Items]      
Loans receivable $ 16,700,000 $ 15,900,000  
Loans receivable, term 25 years 25 years  
Loans receivable, interest rate 1.00% 1.00%  
Proceeds from financing obligation, net of issuance costs $ 16,700,000 $ 15,900,000  
Interest from counterparty 5,700,000 6,500,000  
Debt issuance costs $ 400,000 $ 300,000  
Loans and Leases Receivable, Gross, Compliance Period 7 years 7 years  
Revolving Credit Facility      
Line of Credit Facility [Line Items]      
Credit facility maximum borrowings $ 23,000,000 $ 23,000,000 $ 100,000,000
v3.23.2
Commitments and Contingencies (Details) - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
May 02, 2022
Jan. 24, 2022
Jun. 30, 2023
Jun. 30, 2023
Jun. 30, 2022
Apr. 27, 2022
Long-term Purchase Commitment [Line Items]            
Damages sought   $ 48.6        
Contractual obligation           $ 6.5
Payments $ 3.0   $ 3.5      
Payments to acquire properties       $ 0.0 $ 22.0  
v3.23.2
Related Parties (Details)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2023
USD ($)
Jun. 30, 2022
USD ($)
Jun. 30, 2023
USD ($)
Jun. 30, 2022
USD ($)
Dec. 31, 2022
USD ($)
May 31, 2022
Related Party Transaction [Line Items]            
Net sales $ 283,957 $ 208,814 $ 549,910 $ 391,585    
Payments to affiliates 390 639 782 1,003    
Due from affiliates 154,111   154,111   $ 127,158  
Due to affiliates 32,210   32,210   45,513  
Percentage of facility purchased           1
Affiliate            
Related Party Transaction [Line Items]            
Net sales 2,619 $ 2,327 3,764 $ 3,079    
Due from affiliates 559   559   432  
Due to affiliates $ 319   $ 319   $ 0  
v3.23.2
Segments (Details)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2023
USD ($)
Jun. 30, 2022
USD ($)
Jun. 30, 2023
USD ($)
segment
Jun. 30, 2022
USD ($)
Dec. 31, 2022
USD ($)
Segment Reporting Information [Line Items]          
Number of reportable segments | segment     3    
Net Sales $ 283,957 $ 208,814 $ 549,910 $ 391,585  
Gross Profit 94,018 47,376 171,172 93,440  
Long-lived assets 360,229   360,229   $ 317,322
Goodwill 144,695   144,695   146,498
AAON Oklahoma          
Segment Reporting Information [Line Items]          
Net Sales 218,214 157,481 420,216 297,348  
AAON Coil Products          
Segment Reporting Information [Line Items]          
Net Sales 30,081 26,754 63,493 48,689  
BasX          
Segment Reporting Information [Line Items]          
Net Sales 35,662 24,579 66,201 45,548  
Operating Segments | AAON Oklahoma          
Segment Reporting Information [Line Items]          
Gross Profit 75,379 31,737 137,229 65,573  
Long-lived assets 244,762   244,762   213,731
Goodwill 3,229   3,229   3,229
Operating Segments | AAON Coil Products          
Segment Reporting Information [Line Items]          
Gross Profit 7,483 8,474 14,641 15,780  
Long-lived assets 75,422   75,422   68,013
Goodwill 0   0   0
Operating Segments | BasX          
Segment Reporting Information [Line Items]          
Gross Profit 11,156 7,165 19,302 12,087  
Long-lived assets 40,045   40,045   35,578
Goodwill 141,466   141,466   $ 143,269
Inter-segment | AAON Oklahoma          
Segment Reporting Information [Line Items]          
Net Sales 1,205 770 2,699 1,159  
Inter-segment | AAON Coil Products          
Segment Reporting Information [Line Items]          
Net Sales 9,499 8,093 16,816 16,010  
Inter-segment | BasX          
Segment Reporting Information [Line Items]          
Net Sales 1,130 0 1,500 0  
Segment Reconciling Items | AAON Oklahoma          
Segment Reporting Information [Line Items]          
Net Sales 218,214 157,481 420,216 297,348  
Segment Reconciling Items | AAON Coil Products          
Segment Reporting Information [Line Items]          
Net Sales 30,081 26,754 63,493 48,689  
Segment Reconciling Items | BasX          
Segment Reporting Information [Line Items]          
Net Sales 35,662 24,579 66,201 45,548  
Consolidation, Eliminations          
Segment Reporting Information [Line Items]          
Net Sales $ (11,834) $ (8,863) $ (21,015) $ (17,169)  

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