Document2425 S. Yukon Ave.
Tulsa, Oklahoma 74107
PHONE: (918) 583-2266 * FAX: (918) 382-6190
September 21, 2022
Via EDGAR and Federal Express
Division of Corporation Finance
Office of Energy & Transportation
U.S. Securities and Exchange Commission
100 F Street NE
Washington, D.C. 20549
Re: AAON, Inc.
Form 10-K for the year ended December 31, 2021
Filed February 28, 2022
File No. 000-18953
Dear Sir or Madam:
This is AAON, Inc.'s (the Company or AAON) response to your correspondence dated September 15, 2022 related to the Company's Annual Report on Form 10-K for the year ended December 31, 2021. For ease of reference, each of the Staff's comments is reproduced below in italics, followed by our response.
Form 10-K for the Fiscal Year Ended December 31, 2021
Financial Statements
3. Business Combination, page 49
1.We note on December 10, 2021, you acquired all of the issued and outstanding equity ownership of BasX, LLC, an Oregon limited liability company, doing business as BasX Solutions. Please revise to file the financial statements of BasX Solutions for the required periods pursuant to Rule 3-05 of Regulation S-X and pro forma financial information as required by Article 11 of Regulation S-X or provide us with the significance test calculations of Rule 1-02(w) of Regulation S-X, supporting your conclusion that BasX Solutions' financial statements are not required to be presented.
Response:
Rule 3-05 of Regulation S-X requires that certain financial statements of an acquired entity be separately provided and pro forma financial information as required by Article 11 of Regulation S-X if the acquired entity is determined to be a significant subsidiary. Management determined no additional filings for BasX, LLC, doing business as BasX Solutions (BasX), were required, as BasX was not determined to be a significant subsidiary based on the three tests outlined in Rule 1-02 of Regulation S-X. See significance test calculations below:
2425 S. Yukon Ave.
Tulsa, Oklahoma 74107
PHONE: (918) 583-2266 * FAX: (918) 382-6190
(i) Investment test.
| | | | | | | | | | | |
Shares O/S1 | Closing Price | Aggregate World Wide Market Value | Date2 |
| 52,427,034 | $ | 71.65 | | $ | 3,756,396,986 | | October 29, 2021 |
| 52,427,034 | $ | 71.52 | | 3,749,581,472 | | October 28, 2021 |
| 52,427,034 | $ | 69.19 | | 3,627,426,482 | | October 27, 2021 |
| 52,427,034 | $ | 70.01 | | 3,670,416,650 | | October 26, 2021 |
| 52,427,034 | $ | 70.21 | | 3,680,902,057 | | October 25, 2021 |
| Average | $ | 3,696,944,729 | | |
| Investment in BasX | $ | 180,000,000 | | |
| Investment test % | 4.9 | % | |
| Conclusion | < 20% Not Significant | |
| | | |
1 Voting shares outstanding differs (for this test only) from the Exchange Act of 12b-2, which would deduct shares held by affiliates. |
2 Based on the Company's most recently completed month ending prior to the announcement date (November 18, 2021) or the agreement date of the acquisition (December 10, 2021). |
(ii) Asset test.
| | | | | | | | | | | |
| AAON | | BasX |
| Total assets at 12/31/2020 | $ | 449,008,000 | | | $ | 23,372,000 | |
| | | |
| Asset test % | 5.2 | % | | |
| Conclusion | < 20% Not Significant |
(iii) Income test.
| | | | | | | | | | | |
| (1) | AAON | | BasX |
| Net income before taxes for year ended December 31, 2020 | $ | 101,975,000 | | | $ | 7,260,000 | |
| Income test (1) % | 7.1 | % | | |
| Conclusion | < 20% Not Significant |
| | | |
| (2) | AAON | | BasX |
| Revenue for year ended December 31, 2020 | $ | 514,551,000 | | | $ | 48,077,000 | |
| Income test (2) % | 9.3 | % | | |
| Conclusion | < 20% Not Significant |
Please contact the undersigned at (918) 382-6216 if you have questions or would like additional information in respect to these responses.
Very truly yours,
/s/ Rebecca A. Thompson
Chief Financial Officer