AerSale Corp 10-K

ITEM 8 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA AERSALE CORPORATION Index to the Consolidated Financial Statements ​ ​ Page Report of Independent Registered Public Accounting Firm (PCAOB ID Number 248 ) 42 Consolidated Balance Sheets as of December 31, 2023 and 2022 43 Consolidated Statements of Operations for the years ended December 31, 2023, 2022 and 2021 44 Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2023, 2022 and 2021 45 Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022 and 2021 46 Notes to Consolidated Financial Statements for the years ended December 31, 2023, 2022 and 2021 47-76 ​ ​ 41 Table of Contents Report of Independent Registered Public Accounting Firm Board of Directors and Shareholders AerSale Corporation Opinion on the financial statements We have audited the accompanying consolidated balance sheets of AerSale Corporation (a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 2023 and 2022, the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2023, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America. Basis for opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. ​ We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. ​ Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. ​ ​ ​ /s/ GRANT THORNTON LLP ​ ​ ​ ​ ​ We have served as the Company’s auditor since 2017 ​ ​ ​ Miami, Florida ​ March 8, 2024 ​ ​ ​ ​ ​ 42 Table of Contents AERSALE CORPORATION AND SUBSIDIARIES Consolidated Balance Sheets (in thousands, except share and par value data) ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, December 31, ​ ​ 2023 ​ 2022 Current assets: ​ ​ ​ ​ ​ ​ Cash and cash equivalents ​ $ 5,873 ​ $ 147,188 Accounts receivable, net of allowance for credit losses of $ 978 and $ 1,074 as of December 31, 2023 and December 31, 2022 ​ 31,239 ​ 28,273 Income tax receivable ​ ​ 1,628 ​ ​ - Inventory: ​ ​ ​ ​ ​ ​ Aircraft, airframes, engines, and parts, net ​ 177,770 ​ 117,488 Advance vendor payments ​ 28,638 ​ 27,585 Deposits, prepaid expenses, and other current assets ​ 19,626 ​ 13,022 Total current assets ​ 264,774 ​ 333,556 Fixed assets: ​ ​ ​ ​ ​ Aircraft and engines held for lease, net ​ 26,475 ​ 31,288 Property and equipment, net ​ 27,692 ​ 12,638 Inventory: ​ ​ ​ ​ ​ Aircraft, airframes, engines, and parts, net ​ 151,398 ​ 66,042 Operating lease right-of-use assets ​ ​ 27,519 ​ 31,624 Deferred income taxes ​ 12,203 ​ 11,287 Deferred financing costs, net ​ 1,506 ​ 544 Deferred customer incentives and other assets, net ​ 525 ​ 628 Goodwill ​ 19,860 ​ 19,860 Other intangible assets, net ​ 21,986 ​ 24,112 Total assets ​ $ 553,938 ​ $ 531,579 ​ ​ ​ ​ ​ ​ ​ Current liabilities: ​ ​ ​ ​ Accounts payable ​ $ 29,899 ​ $ 21,131 Accrued expenses ​ 5,478 ​ 8,843 Lessee and customer purchase deposits ​ 1,467 ​ 17,085 Current operating lease liabilities ​ ​ 4,593 ​ ​ 4,426 Current portion of long-term debt ​ ​ 1,278 ​ ​ - Deferred revenue ​ 2,998 ​ 1,355 Total current liabilities ​ 45,713 ​ 52,840 Revolving credit facility ​ ​ 29,000 ​ - Long-term debt ​ ​ 7,281 ​ - Long-term lease deposits ​ 102 ​ 152 Long-term operating lease liabilities ​ ​ 24,377 ​ ​ 28,283 Maintenance deposit payments and other liabilities ​ 64 ​ 668 Warrant liability ​ ​ 2,386 ​ ​ 4,656 Total liabilities ​ ​ 108,923 ​ ​ 86,599 Stockholders’ equity: ​ ​ ​ ​ Common stock, $ 0.0001 par value. Authorized 200,000,000 shares; issued and outstanding 52,954,430 and 51,189,461 shares as of December 31, 2023 and December 31, 2022 ​ 5 ​ 5 Additional paid-in capital ​ 311,739 ​ 306,141 Retained earnings ​ 133,271 ​ 138,834 Total stockholders' equity ​ 445,015 ​ 444,980 Total liabilities and stockholders’ equity ​ $ 553,938 ​ $ 531,579 ​ The accompanying notes are an integral part of these consolidated financial statements. ​ 43 Table of Contents AERSALE CORPORATION AND SUBSIDIARIES Consolidated Statements of Operations (in thousands, except share and per share data) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, ​ 2023 2022 2021 Revenue: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Products ​ ​ $ 217,455 ​ $ 284,554 ​ $ 209,881 Leasing ​ ​ 14,513 ​ 28,732 ​ 30,657 Services ​ ​ 102,535 ​ 95,258 ​ 99,899 Total revenue ​ ​ 334,503 ​ 408,544 ​ 340,437 Cost of sales and operating expenses: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cost of products ​ ​ 155,376 ​ 176,074 ​ 139,475 Cost of leasing ​ ​ 4,599 ​ 6,929 ​ 9,804 Cost of services ​ ​ 82,107 ​ 74,147 ​ 71,766 Total cost of sales ​ ​ 242,082 ​ 257,150 ​ 221,045 Gross profit ​ ​ 92,421 ​ 151,394 ​ 119,392 Selling, general, and administrative expenses ​ ​ 103,191 ​ 96,348 ​ 77,498 Payroll support program proceeds ​ ​ - ​ - ​ ( 14,768 ) (Loss) income from operations ​ ​ ( 10,770 ) ​ 55,046 ​ 56,662 Other income (expenses): ​ ​ ​ ​ ​ ​ ​ Interest income (expense), net ​ ​ 155 ​ 1,093 ​ ( 980 ) Other income, net ​ ​ 666 ​ 2,268 ​ 458 Unrealized loss on investment ​ ​ ​ - ​ ​ - ​ ​ ( 5,421 ) Change in fair value of warrant liability ​ ​ ​ 2,270 ​ ​ ( 525 ) ​ ​ ( 2,945 ) Total other income (expenses) ​ ​ 3,091 ​ 2,836 ​ ( 8,888 ) (Loss) income before income tax provision ​ ​ ( 7,679 ) ​ 57,882 ​ 47,774 Income tax benefit (expense) ​ ​ 2,116 ​ ( 14,021 ) ​ ( 11,659 ) Net (loss) income ​ ​ ​ ( 5,563 ) ​ ​ 43,861 ​ ​ 36,115 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (Loss) earnings per share: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic ​ ​ $ ( 0.11 ) ​ $ 0.85 ​ $ 0.84 Diluted ​ ​ $ ( 0.15 ) ​ $ 0.83 ​ $ 0.76 Weighted average shares outstanding: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic ​ ​ ​ 51,291,424 ​ ​ 51,568,436 ​ ​ 43,193,995 Diluted ​ ​ ​ 51,457,821 ​ ​ 53,145,639 ​ ​ 47,310,100 ​ ​ The accompanying notes are an integral part of these consolidated financial statements. ​ ​ ​ 44 Table of Contents AERSALE CORPORATION AND SUBSIDIARIES Consolidated Statements of Stockholders’ Equity Years ended December 31, 2023, 2022, and 2021 AerSale Corporation Stockholders (in thousands, except share data) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Additional ​ ​ ​ ​ ​ ​ ​ ​ ​ Total ​ ​ ​ ​ Common stock ​ paid-in ​ Retained ​ Shares of ​ Treasury Stock, ​ stockholders’ ​ ​ Amount Shares capital earnings ​ Treasury Stock ​ at cost equity Balance at December 31, 2020 ​ ​ $ 4 41,046,216 ​ $ 292,593 ​ $ 58,858 ​ - ​ $ - ​ $ 351,455 ​ Issuance of Earn-Out shares ​ ​ - 3,709,803 ​ ( 694 ) ​ - ​ - ​ - ​ ​ ( 694 ) ​ Shares issued upon exercise of warrants ​ ​ ​ - ​ 807,114 ​ ​ 9,282 ​ - ​ - ​ - ​ ​ 9,282 ​ Shares tendered for cashless redemption of public warrants ​ ​ ​ 1 ​ 6,079,966 ​ ​ ( 1 ) ​ - ​ - ​ - ​ ​ - ​ Share-based compensation ​ ​ ​ - ​ 30,000 ​ ​ 12,721 ​ ​ - ​ - ​ ​ - ​ ​ 12,721 ​ Net income ​ ​ - - ​ - ​ 36,115 ​ - ​ - ​ ​ 36,115 ​ Balance at December 31, 2021 ​ ​ $ 5 51,673,099 ​ $ 313,901 ​ $ 94,973 ​ - ​ $ - ​ $ 408,879 ​ Shares issued upon exercise of warrants ​ ​ ​ - ​ 47,867 ​ ​ - ​ ​ - ​ - ​ ​ - ​ ​ - ​ Shares issued under the 2020 Employee Stock Purchase Plan ​ ​ ​ - ​ 46,726 ​ ​ 538 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 538 ​ Shares issued under the 2020 Equity Incentive Plan ​ ​ ​ - ​ 921,769 ​ ​ - ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ - ​ Shares surrendered for tax withholdings on equity awards ​ ​ ​ - ​ - ​ ​ ( 2,592 ) ​ ​ - ​ - ​ ​ - ​ ​ ( 2,592 ) ​ Purchase of treasury stock ​ ​ ​ - ​ - ​ ​ - ​ ​ - ​ 1,500,000 ​ ​ ( 22,204 ) ​ ​ ( 22,204 ) ​ Retirement of treasury stock ​ ​ ​ - ​ ( 1,500,000 ) ​ ​ ( 22,204 ) ​ ​ - ​ ( 1,500,000 ) ​ ​ 22,204 ​ ​ - ​ Share-based compensation ​ ​ ​ - ​ - ​ ​ 16,498 ​ ​ - ​ - ​ ​ - ​ ​ 16,498 ​ Net income ​ ​ ​ - ​ - ​ ​ - ​ ​ 43,861 ​ - ​ ​ - ​ ​ 43,861 ​ Balance at December 31, 2022 ​ ​ $ 5 51,189,461 ​ $ 306,141 ​ $ 138,834 ​ - ​ $ - ​ $ 444,980 ​ Shares issued under the 2020 Employee Stock Purchase Plan ​ ​ ​ - ​ 45,755 ​ ​ 566 ​ ​ - ​ - ​ ​ - ​ ​ 566 ​ Shares issued under the 2020 Equity Incentive Plan ​ ​ ​ - ​ 1,719,214 ​ ​ - ​ ​ - ​ - ​ ​ - ​ ​ - ​ Shares surrendered for tax withholdings on equity awards ​ ​ ​ - ​ - ​ ​ ( 7,019 ) ​ ​ - ​ - ​ ​ - ​ ​ ( 7,019 ) ​ Share-based compensation ​ ​ ​ - ​ - ​ ​ 12,051 ​ ​ - ​ - ​ ​ - ​ ​ 12,051 ​ Net loss ​ ​ ​ - ​ - ​ ​ - ​ ​ ( 5,563 ) ​ - ​ ​ - ​ ​ ( 5,563 ) ​ Balance at December 31, 2023 ​ ​ $ 5 52,954,430 ​ $ 311,739 ​ $ 133,271 ​ - ​ $ - ​ $ 445,015 ​ ​ ​ The accompanying notes are an integral part of these consolidated financial statements. ​ 45 Table of Contents AERSALE CORPORATION AND SUBSIDIARIES Consolidated Statements of Cash Flows (in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, ​ ​ ​ 2023 2022 2021 Cash flows from operating activities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net (loss) income ​ ​ $ ( 5,563 ) ​ $ 43,861 ​ $ 36,115 Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Depreciation and amortization ​ ​ 10,459 ​ 10,984 ​ 12,998 Amortization of debt issuance costs ​ ​ 400 ​ 455 ​ 494 Amortization of operating lease assets ​ ​ ​ 359 ​ 873 ​ ​ - Inventory reserve ​ ​ 1,507 ​ 2,376 ​ 6,942 Impairment of aircraft held for lease ​ ​ ​ - ​ ​ 857 ​ ​ - Provision for credit losses ​ ​ - ​ ( 395 ) ​ 212 Deferred income taxes ​ ​ ( 916 ) ​ ( 2,387 ) ​ ( 3,192 ) Change in fair value of warrant liability ​ ​ ​ ( 2,270 ) ​ ​ 525 ​ ​ 2,945 Share-based compensation ​ ​ ​ 12,051 ​ ​ 16,498 ​ ​ 12,721 Loss on related party investment ​ ​ ​ - ​ ​ - ​ ​ 5,421 Gain on legal settlement ​ ​ ​ - ​ ​ ( 1,695 ) ​ ​ - Changes in operating assets and liabilities: ​ ​ ​ ​ ​ ​ ​ Accounts receivable ​ ​ ( 2,966 ) ​ ( 1,029 ) ​ ( 3,342 ) Income tax receivable ​ ​ ​ ( 1,628 ) ​ ​ - ​ ​ - Inventory ​ ​ ( 168,632 ) ​ ( 37,637 ) ​ ( 35,672 ) Deposits, prepaid expenses, and other current assets ​ ​ ( 6,604 ) ​ 2,923 ​ 12,685 Deferred customer incentives and other assets ​ ​ 103 ​ 893 ​ ( 333 ) Advance vendor payments ​ ​ ( 1,052 ) ​ ( 13,298 ) ​ ( 8,090 ) Accounts payable ​ ​ 8,768 ​ 1,164 ​ 3,603 Income tax payable ​ ​ ​ - ​ ​ ( 3,443 ) ​ ​ 2,157 Accrued expenses ​ ​ ( 3,537 ) ​ 417 ​ ( 1,280 ) Deferred revenue ​ ​ 1,643 ​ ( 1,505 ) ​ 265 Lessee and customer purchase deposits ​ ​ ( 15,668 ) ​ ( 18,027 ) ​ 34,690 Other liabilities ​ ​ ( 604 ) ​ ( 2,523 ) ​ ( 260 ) Net cash (used in) provided by operating activities ​ ​ ( 174,150 ) ​ ( 113 ) ​ 79,079 Cash flows from investing activities: ​ ​ ​ ​ Proceeds from sale of assets ​ ​ 14,450 ​ 52,771 ​ 17,095 Proceeds from legal settlement, net ​ ​ ​ - ​ 4,195 ​ ​ - Acquisition of aircraft and engines held for lease, including capitalized cost ​ ​ - ​ ( 7,133 ) ​ ( 2,383 ) Purchase of property and equipment ​ ​ ( 11,359 ) ​ ( 8,462 ) ​ ( 1,508 ) Net cash provided by investing activities ​ ​ 3,091 ​ 41,371 ​ 13,204 Cash flows from financing activities: ​ ​ ​ ​ Proceeds from long-term debt ​ ​ ​ 8,559 ​ ​ - ​ ​ - Proceeds from Revolving Credit Agreement ​ ​ 82,700 ​ - ​ - Repayments of Revolving Credit Agreement ​ ​ ( 53,700 ) ​ - ​ - Payments of debt issuance costs ​ ​ ​ ( 1,362 ) ​ ​ - ​ ​ - Purchase of treasury stock ​ ​ ​ - ​ ​ ( 22,204 ) ​ ​ - Cash paid for employee taxes on withholding shares ​ ​ ​ - ​ ​ - ​ ​ ( 694 ) Taxes paid related to net share settlement of equity awards ​ ​ ​ ( 7,019 ) ​ ​ ( 2,592 ) ​ ​ - Proceeds from exercise of warrants ​ ​ ​ - ​ ​ - ​ ​ 9,282 Proceeds from the issuance of Employee Stock Purchase Plan shares ​ ​ ​ 566 ​ ​ 538 ​ ​ - Net cash provided by (used in) financing activities ​ ​ 29,744 ​ ( 24,258 ) ​ 8,588 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (Decrease) increase in cash and cash equivalents ​ ​ ( 141,315 ) ​ 17,000 ​ 100,871 Cash and cash equivalents, beginning of period ​ ​ 147,188 ​ 130,188 ​ 29,317 Cash and cash equivalents, end of period ​ ​ $ 5,873 ​ $ 147,188 ​ $ 130,188 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Supplemental disclosure of cash activities ​ ​ ​ ​ ​ ​ ​ Income tax payments, net ​ ​ ​ 1,159 ​ ​ 21,489 ​ ​ 8,340 Interest paid ​ ​ ​ 1,520 ​ ​ 573 ​ ​ 595 Supplemental disclosure of noncash investing activities ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Reclassification of aircraft and aircraft engines inventory to (from) aircraft and engine held for lease, net ​ ​ ​ 19,374 ​ ​ ( 25,803 ) ​ ​ ( 7,002 ) Reclassification of customer purchase deposits to sale of assets ​ ​ ​ - ​ ​ 12,500 ​ ​ - Reclassification of amounts due from related party to investments ​ ​ ​ - ​ ​ - ​ ​ 5,421 ​ ​ The accompanying notes are an integral part of these consolidated financial statements. 46 Table of Contents ​ AERSALE CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE A-DESCRIPTION OF THE BUSINESS Organization Monocle Acquisition Corporation (“Monocle”) was initially formed on August 20, 2018 for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination with one or more businesses. On December 22, 2020, (the “Closing Date”), Monocle consummated the previously announced business combination pursuant to that certain Amended and Restated Agreement and Plan of Merger, dated September 8, 2020 (the “Merger Agreement”) by and among Monocle, AerSale Corporation (f/k/a Monocle Holdings Inc.), a Delaware corporation (the “Company”), AerSale Aviation, Inc. (f/k/a AerSale Corp.), a Delaware corporation (“AerSale Aviation”), Monocle Merger Sub 1 Inc., a Delaware corporation (“Merger Sub 1”), Monocle Merger Sub 2 LLC, a Delaware limited liability company (“Merger Sub 2”), and Leonard Green & Partners, L.P., a Delaware limited partnership, solely in its capacity as the initial Holder Representative (as defined in the Merger Agreement). The transactions contemplated by the Merger Agreement are referred to herein as the “Merger” or the “Business Combination” and in connection therewith, Monocle merged with and into us, whereby we survived the merger and became the successor issuer to Monocle by operation of Rule 12g-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Upon the consummation of the Merger: (a) Merger Sub 1 was merged with and into Monocle, with Monocle surviving the merger as a wholly-owned direct subsidiary of the Company (the “First Merger”), and (b) Merger Sub 2 was merged with and into AerSale Aviation, with AerSale Aviation surviving the merger as a wholly-owned indirect subsidiary of the Company (the “Second Merger”). In connection with the closing of the Business Combination (the “Closing”), AerSale Aviation changed its name from “AerSale Corp.” to “AerSale Aviation, Inc.” and the Company changed its name from “Monocle Holdings Inc.” to “AerSale Corporation.” Immediately following the Merger, the Company contributed all of its ownership in Monocle to AerSale Aviation which continued as a wholly owned subsidiary of the Company. The Company’s corporate headquarters are based in Miami, Florida, with additional offices, hangars, and warehouses globally. Description of the Business The Company is a worldwide provider of aftermarket commercial aircraft and engines (“Flight Equipment”) and their parts to airlines, leasing companies, manufacturers of original equipment, government and defense contractors, and repair and overhaul service providers. We focus on mid-life assets and monetize them through our Asset Management Solutions segment. Asset Management Solutions activities include monetization of the assets through leasing or sale of whole asset components, or through teardown activities in support of our Used Serviceable Material (“USM”) activities. Our monetizing services have been developed to maximize returns on mid-life commercial aircraft and engines (“Flight Equipment”) throughout their operating life, in conjunction with realizing the highest residual value of Flight Equipment at their retirement. We do this by utilizing our deep market and technical knowledge in management of Flight Equipment sales, leasing and Maintenance, Repair, and Overhaul (“MRO”) activities. Beyond providing asset management services on our own Flight Equipment, we additionally provide asset management services to third-party clients complementing their infrastructure to optimize their Flight Equipment investments. While our offering to customers includes leasing of mid-life Flight Equipment, this service is offered in the context of a broader strategy to extract the maximum value from those assets. Frequently, we will offer a lease of an asset for the time period before its next scheduled overhaul (“green time”) on a short term or “spot” lease, with the intent of disassembling the asset at the conclusion of the lease. In turn, the vast majority of assets that we acquire are ultimately disassembled into parts once the remaining green time has been utilized. 47 Table of Contents Through its TechOps segment, the Company also operates six Federal Aviation Administration (“FAA”) Title 14 Code of Federal Regulations Part 145 Certified Repair Facilities (the MROs) located in Goodyear, Arizona, Millington, Tennessee, Roswell and Albuquerque, New Mexico, as well as two facilities in Miami, Florida. These facilities provide the Company flexibility and control to quickly prepare Company aircraft, engines, and inventory for market, as their selective refurbishment is frequently required to meet customers’ unique demand. In addition to maintaining the Company’s fleet of aircraft, the MROs provide external customer support for maintaining their aircraft with general maintenance, preservation, lease return work, repair services, and long-term storage programs. Leveraging its robust engineering team, TechOps also provide highly specialized technical support to our MRO facilities, as well as developing advanced technical repairs, modifications and products marketed as Engineered Solutions. This business unit includes the design, manufacture, and installation of new products, systems, and services that can enhance aircraft performance, safety, and service life. ​ NOTE B -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation and Basis of Presentation The accompanying consolidated financial statements include the accounts of the Company and all of its wholly owned subsidiaries. All significant intercompany balances and transactions are eliminated upon consolidation. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Cash and Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. The Company’s cash equivalents are held primarily in interest-bearing accounts. Foreign Currency The Company has determined that the functional currency for its foreign subsidiaries is the U.S. dollar. The primary economic environment in which the entities generate or expend cash is in U.S. dollars as evidenced by the cash flows in or out from revenues, operating expenses, investing, and financings. Only general office expenses and payroll transactions are denominated in local currency of our foreign subsidiaries. 48 Table of Contents Accounts Receivable Accounts receivable include amounts receivable from customers for aircraft and engine parts sales, aircraft and engine basic and supplemental rents, and aircraft services. Contingent rents, also referred to as supplemental rent, which are unbilled, are also included in accounts receivable. The Company sells to a variety of customers worldwide. For certain transactions and customers not requiring payment in full prior to shipment of goods, the Company extends credit based on an evaluation of the customers’ financial condition. The Company monitors exposure to credit losses and maintains an allowance for doubtful accounts for estimated losses in its accounts receivable portfolio. In establishing the required allowance, management considers historical losses, current market conditions, customers’ financial condition, amount of receivables in dispute, current receivables aging, and current payment patterns. Account balances are written off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. A rollforward of the allowance for credit losses is as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2023 2022 Balance at beginning of year $ 1,074 ​ $ 1,692 Provision ​ - ​ ( 395 ) Write-offs ​ ( 96 ) ​ ( 223 ) Balance at end of year ​ $ 978 ​ $ 1,074 ​ On June 9, 2014, an aircraft leased to Air Indus suffered significant damage as the result of a terrorist attack. At that time, the Company recorded an impairment to the asset of $ 2.5 million to adjust the carrying amount to the estimated residual value of $ 1.1 million. The Company filed an insurance claim and recorded an insurance receivable of $ 2.5 million, offsetting the impairment loss, which was recorded in accounts receivable in the Company’s Consolidated Balance Sheet as of December 31, 2021. In accordance with accounting principles generally accepted in the United States (“U.S. GAAP”), the probable amount of the insurance recovery, limited to the amount of the loss recognized, was recorded as the insurance receivable. Effective November 30, 2022, a final settlement was reached and insurance proceeds net of expenses of $ 4.2 million were received, of which $ 1.7 million was classified as other income, net on the Consolidated Statement of Operations. Inventory Inventory, which consists of complete aircraft and engines held for sale, as well as related parts, is valued at the Lower of Cost or Market (“LCM”) value. For purchases of whole aircraft and engines for sale or lease, cost is determined using the specific identification method whereby total cost is the cost paid, including certain capitalizable asset acquisition costs, to acquire such assets as a whole. Additionally, the Company purchases certain whole aircraft and engines to disassemble and supply its engine and airframe parts inventory. For aircraft and engine parts that originate from such dismantled aircraft and engines, cost is determined using a ratio calculated based on the relationship of the cost of the dismantled aircraft or engine at the time of purchase to the total estimated sales value of the dismantled aircraft or engine at the time of purchase. At the time of sale, this ratio is applied to the sale price of each individual airframe and/or engine part to determine its allocated cost. At the time of sale, the sum of an individual part’s allocated cost and actual repair or overhaul costs incurred represent the total cost for such part. Inventory not expected to be sold within the operating cycle is classified as noncurrent inventory on the Consolidated Balance Sheets. The Company evaluates this ratio periodically, and if necessary, updates sales value estimates and makes prospective adjustments to this ratio on a product line basis. Any amounts identified with an estimated sales value lower than the carrying value is reduced to the estimated sales value at the time of the review. The Company recorded additional inventory reserves due to this LCM valuation, which is reflected as a component of cost of products in the Consolidated Statements of Operations. These additional inventory reserves were as follows (in thousands): 49 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2023 2022 Inventory reserves ​ $ - ​ $ 1,845 ​ Expenditures required for the repair of engine and airframe parts are capitalized as inventory and are expensed as cost of products when associated parts are sold. The Company periodically evaluates its complete aircraft and engines in inventory and Flight Equipment held for lease to determine if events or market circumstances indicate that the assets’ most likely disposition has changed. Should conditions prevail at the time of the Company’s Consolidated Balance Sheets that would suggest a more likely use as an asset held for lease rather than sale or disassembly for parts inventory or vice versa, it will be reclassified at its then-current book value between inventory and fixed asset - aircraft and engines held for lease, net. This transaction is a noncash item and if it occurs, is reflected in the schedule of supplemental cash flows. The carrying value of inventory is reviewed regularly, giving consideration to factors such as its physical condition, sales patterns, and expected future demand to estimate the amount necessary to write down our slow-moving, obsolete, or damaged inventory. Such inventory may be held for periods beyond one year. The Company recorded inventory scrap losses which are reflected as a component of cost of products in the accompanying Consolidated Statements of Operations. These scrap losses are as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2023 ​ 2022 Scrap loss reserves ​ $ 1,507 ​ $ 261 ​ Flight Equipment Held for Lease Flight Equipment held for lease is stated at cost, less accumulated depreciation. Certain internal and external professional fees, major improvements, modifications, and maintenance incurred in connection with the acquisition of Flight Equipment that are required to get the Flight Equipment ready for initial service are capitalized and depreciated over the remaining life of the Flight Equipment, and are reported in the investing activities section of the Consolidated Statements of Cash Flows. Subsequent to placing Flight Equipment into service, the cost of maintenance and improvements to Flight Equipment is normally expensed unless the improvements materially increase the long-term value of the Flight Equipment or extend the useful life of the Flight Equipment. The capitalized cost is depreciated over the lesser of the remaining useful life of the Flight Equipment or the estimated useful life of the capitalized improvements. Aircraft airframe components are depreciated over the assets’ useful life using the straight-line method to the estimated residual value based on the total remaining life before disassembly or outright scrap metal value. Aircraft useful lives range from 0 to 7 years . Engines are depreciated using the straight-line method to the estimated residual value based on the total life remaining before disassembly. To arrive at the total engine life remaining before disassembly, the remaining life of the engine’s life-limited parts, the estimated utilization, and condition, as well as the aircraft fleet supported by the engine model are considered. Upon completion of its estimated service life as a leased asset, Flight Equipment is reclassified to inventory at its carrying value. The Company discontinues the depreciation of Flight Equipment when it is held as inventory for ultimate parts sales. Differences between estimates of useful lives and residual values and actual experience may result in future impairments of aircraft or engines and/or additional gains or losses upon disposal. The Company reviews residual values of aircraft and engines periodically based on knowledge of current residual values and residual value trends to determine if they are appropriate and records adjustments as necessary. Cash flows related to the purchase and sale of Flight Equipment are presented as operating activities when the predominant source of cash flows related to the asset is from the ultimate parts sales of the assets. If the predominant source of cash flows related to the asset is expected to be from leasing of the asset, the cash flows are presented as investing activities. 50 Table of Contents Property and Equipment Property and equipment are recorded at cost less accumulated depreciation. Depreciation is recognized over the estimated useful lives of the respective assets on a straight-line basis, ranging from 2 to 15 years . Leasehold improvements are amortized on a straight-line basis over the shorter of the terms of the respective leases and the estimated useful lives of the respective assets. Property and equipment held under capital leases are amortized on a straight-line basis over the shorter of the lease term or estimated useful life of the asset. Repairs and maintenance expenditures are expensed as incurred, unless such expenses extend the useful life of the asset, in which case they are capitalized. Investments Equity investments with readily determinable fair values are measured at fair value. Equity investments without readily determinable fair values are measured at cost and adjusted for impairments or observable price changes. We perform a qualitative assessment on an annual basis and recognize an impairment if there are sufficient indicators that the fair value of the investment is less than carrying value. Impairment charges are presented under “unrealized loss on investment” within the Consolidated Statements of Operations. Goodwill In accordance with Accounting Standards Codification (“ASC”) 350, “Intangibles — Goodwill and Other,” goodwill is tested at least annually for impairment, or when events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable, by assessing qualitative factors or performing a quantitative analysis in determining whether it is more likely than not that its fair value exceeds the carrying value. A quantitative assessment involves determining the fair value of each reporting unit using market participant assumptions. An entity should recognize an impairment charge for the amount by which the carrying amount of a reporting unit exceeds its fair value up to the amount of goodwill allocated to that reporting unit. Our annual assessment date for goodwill is October 1st. For purposes of reviewing impairment and the recoverability of goodwill, we must make various assumptions regarding estimated future cash flows and other factors in determining the fair values of the reporting unit, including market multiples, discount rates, etc. The Company performed a quantitative impairment analysis as of October 1, 2023 and a qualitative impairment analysis as of October 1, 2022 on the goodwill for the Asset Management Solutions and TechOps segments (see Note P – Business Segments for a discussion about our business segments), and updated through December 31, 2023 and 2022, respectively, concluding that the fair value of each reporting unit exceeded their carrying values, and thus no impairment was recorded. Other Intangible Assets Intangibles arising from business combinations, including customer relationships and FAA certificates are initially recorded at fair market value. Customer relationships are amortized over ten years . Straight-line amortization is utilized. Where there are no legal, regulatory, contractual, or other factors that would reasonably limit the useful life of an intangible assets, that asset is classified as indefinite lived and such intangible assets are not amortized. Other intangible assets with indefinite lives are assessed for impairment annually, or more frequently when events or circumstances indicate there may be an impairment. These assets are carried at the estimated fair value at the time of acquisition. Our annual assessment date for indefinite lived intangible assets is July 1st. The Company performed a quantitative impairment analysis as of July 1, 2023 and 2022 on the indefinite lived intangible assets and concluded there were no impairments. Other intangible assets are reviewed for impairment if any event or change in circumstance indicates that an impairment may have occurred. The Company annually reviews the estimated lives and methods used to amortize other intangible assets. The actual amounts of amortization expense may differ materially from our estimates, depending on the results of our annual review. 51 Table of Contents Impairment of Long-Lived Assets Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Such events and circumstances include, but are not limited to, prolonged industry downturns, a significant decline in the Company’s market value, and significant reductions in the Company's projected cash flows. If circumstances require a long-lived asset or asset group to be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying amount. If the carrying amount of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying amount exceeds its fair value. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values, and third-party independent appraisals, as considered necessary. Obligations and Instruments Potentially Settled in the Company’s Common Stock In connection with any obligations and instruments potentially to be settled in the Company’s stock, including the Company's earn-out shares, the Company accounts for the instruments in accordance with ASC Topic 815, “Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in a Company’s Own Stock.” This issue addresses the initial balance sheet classification and measurement of contracts that are indexed to, and potentially settled in, the Company’s stock. Under this pronouncement, contracts are initially classified as equity or as either assets or liabilities, depending on the situation. All contracts are initially measured at fair value and subsequently accounted for based on the then current classification. Contracts initially classified as equity do not recognize subsequent changes in fair value as long as the contracts continue to be classified as equity. For contracts classified as assets or liabilities, the Company reports changes in fair value in earnings and records these changes in the financial statements as long as the contracts remain classified as assets or liabilities. If contracts classified as assets or liabilities are ultimately settled in shares, any previously reported gains or losses on those contracts continue to be included in earnings. The classification of a contract is reassessed at each balance sheet date. Revenue Recognition Products Revenue — Used Serviceable Material (“USM”) Sales Revenues from sales of USM are measured based on consideration specified in a contract with a customer, and excludes any sales commissions and taxes collected and remitted to government agencies. We recognize revenue when we satisfy a performance obligation by transferring control over a product or service to a customer. The parts are sold at a fixed price with no right of return. In determining the performance obligation, management has identified the promise in the contract to be the shipment of the spare parts to the customer. Title passes to the buyer when the goods are shipped, and the buyer is responsible for any loss in transit, and the Company has a legal right to payment for the spare parts once shipped. We generally sell our USM products under standard 30-day payment terms, subject to certain exceptions. Customers neither have the right to return products nor do they have the right to extended financing. The Company has determined that physical acceptance of the spare parts to be a formality in accordance with ASC 606 — Revenue from Contracts with Customers (“ASC 606”). Spare parts revenue is based on a set price for a set number of parts as defined in the purchase order. The performance obligation is completed once the parts have shipped and, as a result, all of the transaction price is allocated to that performance obligation. The Company has determined that it is appropriate to recognize spare parts sales at a point in time (i.e., the date the parts are shipped) in accordance with ASC 606. Products Revenue — Whole Asset Sales Revenues from whole asset sales are measured based on consideration specified in the contract with the customer. The Company and customer enter into an agreement which outlines the place and date of sale, purchase price, condition of the whole asset, bill of sale, and the assignment of rights and warranties from the Company to the customer. The Company has identified the transfer of the whole asset as the performance obligation. The transaction price is set at a fixed dollar amount per fixed quantity (number of whole assets) and is explicitly stated in each contract. Whole asset sales 52 Table of Contents revenue is based on a set price for a set number of assets, which is allocated to the performance obligation discussed above, in its entirety. The Company has determined the date of transfer to the customer is the date the customer obtains control over the asset, resulting in the recognition of revenue. Payment is required in full upon customers’ acceptance of the whole asset on the date of the transfer, unless the Company extends credit terms to customers it deems creditworthy. Leasing Revenue The Company leases Flight Equipment under operating leases that contain monthly base rent and reports rental income straight line over the life of the lease as it is earned. Additionally, the Company’s leases provide for supplemental rent, which is calculated based on actual hours or cycles of utilization and, for certain components, based on the amount of time until maintenance of that component is required. In certain leases, the Company records supplemental rent paid by the lessees as maintenance deposit payments and other liabilities in recognition of the Company’s contractual commitment to reimburse qualifying maintenance. Reimbursements to the lessees upon receipt of evidence of qualifying maintenance work are charged against the existing maintenance deposit payments liabilities. In leases where the Company is responsible for performing certain repairs or replacement of aircraft components or engines, supplemental rent is recorded as revenue in the period earned. In the event of premature lease termination or lessee default on the lease terms, revenue recognition will be discontinued when outstanding balances are beyond the customers’ deposits held. Flight Equipment leases are billed in accordance with the lease agreement and invoices are due upon receipt. Services Revenue Services revenue is recognized as performance obligations are fulfilled and the benefits are transferred to the customer. At contract inception, we evaluate if the contract should be accounted for as a single performance obligation or if the contract contains multiple performance obligations. In some cases, our service contract with the customer is considered one performance obligation as it includes factors such as the good or service being provided is significantly integrated with other promises in the contract, the service provided significantly modifies or customizes the other good or service or the goods or services are highly interdependent or interrelated with each other. If the contract has more than one performance obligation, the Company determines the standalone price of each distinct good or service underlying each performance obligation and allocates the transaction price based on their relative standalone selling prices. The transaction price of a contract, which can include both fixed and variable amounts, is allocated to each performance obligation identified. Some contracts contain variable consideration, which could include incremental fees or penalty provisions related to performance. Variable consideration that can be reasonably estimated based on current assumptions and historical information is included in the transaction price at the inception of the contract but limited to the amount that is probable that a significant reversal in the amount of cumulative revenue recognized will not occur. For most service contracts, our performance obligations are satisfied over time as work progresses or at a point in time based on transfer of control of products and services to our customers. We receive payments from our customers based on billing schedules or other terms as written in our contracts. For our performance obligations that are satisfied over time, we measure progress in a manner that depicts the performance of transferring control to the customer. As such, we utilize the input method of cost-to-cost to recognize revenue over time as this depicts when control of the promised goods or services are transferred to the customer. Revenue is recognized based on the relationship of actual costs incurred to date to the estimated total cost at completion of the performance obligation. We are required to make certain judgments and estimates, including estimated revenue and cost of sales, as well as inflation and the overall profitability of the arrangement. Key assumptions involved include future labor costs and efficiencies, overhead costs, and ultimate timing of product delivery. Differences may occur between the judgments and estimates made by management and actual program results. Under most of our MRO contracts, if the contract is terminated for convenience, we are entitled to payment for items delivered and fair compensation for work performed, the costs of settling and paying other claims, and a reasonable profit on the costs incurred or committed. Changes in estimates and assumptions related to our arrangements accounted for using the input method based on labor hours are recorded using the cumulative catchup method of accounting. These changes are primarily adjustments to the estimated profitability for our long-term programs where we provide MRO services. 53 Table of Contents We have elected to use certain practical expedients permitted under ASC 606. Shipping and handling fees and costs incurred associated with outbound freight after control over a product has transferred to a customer are accounted for as a fulfillment cost and are included in cost of sales in our Consolidated Statements of Operations, and are not considered a performance obligation to our customers. Our reported sales on our Consolidated Statements of Operations are net of any sales or related non income taxes. Maintenance and Repair Costs The cost of maintenance, repairs, and re-leasing of Flight Equipment that does not extend the useful life of Flight Equipment is expensed as incurred. Costs incurred for planned major maintenance activities that materially increase the long-term value of the Flight Equipment or extend the useful life of the Flight Equipment are capitalized and depreciated over the lesser of the remaining useful life of the Flight Equipment or the estimated useful life of the capitalized improvements. Pursuant to certain of the Company’s aircraft leases, the lessee is responsible for performing required maintenance and repairs on the leased asset, and is required to make monthly maintenance reserve payments to the Company, in arrears following the usage month. Upon the lessee’s presentation of invoices evidencing the completion of qualifying maintenance, the Company will reimburse the lessee for the cost of the maintenance, up to the amount of the maintenance reserve payments that have been received by the Company. Unless otherwise provided in the contract, the Company records such maintenance reserve payments paid by the lessees as maintenance deposit payments and other liabilities in the accompanying Consolidated Balance Sheets to record the Company’s contractual commitment to reimburse such qualifying maintenance. Reimbursements to the lessees upon receipt of evidence for qualifying maintenance work are charged against the existing maintenance deposit payments and other liabilities. For other lease contracts (primarily engine lease contracts) where the terms of the lease are designed specifically to allow the Company to directly manage the occurrence, timing, and associated cost of qualifying maintenance work on the Flight Equipment, maintenance reserve payments collected during the lease are recognized as leasing revenue in the period earned. Any amounts of maintenance reserve payments remaining at the end of a lease contract are recognized as lease revenue or applied against outstanding accounts receivable at lease termination. Share Based Compensation The Company accounts for share-based compensation to employees in accordance with ASC 718, “Compensation—Stock Compensation.” Under ASC 718, the Company measures the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award and, for those awards subject only to service conditions, the Company recognizes the costs on a straight-line basis over the requisite service period for the entire award the employee is required to provide service in exchange for the award, which generally is the vesting period. For awards with performance and service conditions, we begin recording share-based compensation when achieving the performance criteria is probable and we recognize the costs using the accelerated attribution method. The estimated number of stock awards that will ultimately vest requires judgment, and to the extent actual results or updated estimates differ from the Company’s current estimates, such amount will be recorded as a cumulative adjustment in the period estimates are revised. Changes in the Company’s estimates and assumptions may cause us to realize material changes in share-based compensation expense in the future. The Company has issued share-based awards with performance-based vesting criteria. Achievement of the milestones must be probable before the Company begins recording share-based compensation expense. When the performance-based vesting criteria is considered probable, the Company begins to recognize compensation expense at that time. In the period that achievement of the performance-based criteria is deemed probable, US GAAP requires the immediate recognition of all previously unrecognized compensation since the original grant date. As a result, compensation expense recorded in the period that achievement is deemed probable could include a substantial amount of previously 54 Table of Contents unrecorded compensation expense related to the prior periods. For any share-based awards where performance-based vesting criteria is no longer considered probable, previously recognized compensation cost would be reversed. The Company applies Accounting Standards Update (“ASU”) 2018-07, “Improvements to Nonemployee Share-Based Payment Accounting,” which generally expands the scope of ASC 718, Compensation – Stock Compensation, to include share-based payment transactions for acquiring goods and services from nonemployees and supersedes the guidance in ASC 505-50, Equity-Based Payments to Non-employees, which previously included the accounting for nonemployee awards. Sales Taxes The Company’s policy is to present taxes collected from customers and remitted to governmental authorities on a net basis. The Company records the amounts collected as a current liability and relieves such liability upon remittance to the taxing authority without impacting revenue or expenses. Earnings Per Share Basic (loss) earnings per share is computed by dividing net (loss) earnings attributable to the Company’s common stockholders by the weighted average number of common shares outstanding during the periods. Diluted (loss) earnings per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock and is calculated using the treasury stock method for stock options and unvested shares. Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained on examination by the taxing authorities. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest and penalties related to unrecognized tax benefits in the income tax provision. New Accounting Pronouncements Adopted On January 7, 2021, the FASB issued ASU No. 2021-01, Reference Rate Reform (Topic 848). This new standard provides optional temporary guidance for entities transitioning away from London Interbank Offered Rate (“LIBOR”) to new reference interest rates so that derivatives affected by the discounting transition are explicitly eligible for certain optional expedients and exceptions with Topic 848. These amendments do not apply to any contract modifications made after December 31, 2022, any new hedging relationships entered into after December 31, 2022, or to existing hedging relationships evaluated for effectiveness existing as of December 31, 2022, that apply certain optional practical expedients. This standard was effective immediately and may be applied (i) on a full retrospective basis as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020, or (ii) on a prospective basis to new modifications from any date within an interim period that includes or is subsequent to the date of the issuance of a final update, up to the date that financial statements are available to be issued. To ensure the relief in Topic 848 covers the period of time during which a significant number of modifications may take place, ASU 2022-06 defers the sunset date of Topic 848 from December 31, 2022, to December 31, 2024, after which entities will no longer be permitted to apply the relief in Topic 848. Based on our review of our key material contracts through December 31, 2023, ASU 2021-01 does not have a material impact to our consolidated financial statements. ​ 55 Table of Contents On February 2016, FASB issued Leases (Topic 842), which generally requires companies to recognize operating and financing lease liabilities and corresponding right-of-use assets on the balance sheet. In July 2018, FASB issued ASU No. 2018-10, Codification Improvements to Topic 842: Leases, and ASU No. 2018-11, Leases (Topic 842): Targeted Improvements. Topic 842 became effective for the Company for the annual period beginning on January 1, 2022, and the impact was recorded retroactively at the beginning of the period of adoption through a cumulative-effect adjustment. We elected the practical expedients, which permits us to not reassess (i) whether any expired or existing contracts are or contain leases, (ii) the lease classification for any expired leases and (iii) indirect costs for any existing leases. In addition, we have elected the practical expedients to not separate lease and non-lease components for both lessee and lessor relationships and to not apply the recognition requirements to leases with terms of less than 12 months. Upon adoption of ASC 842 on January 1, 2022, we recognized operating lease right of use (“ROU”) assets of $ 13.2 million and operating lease liabilities of $ 13.4 million on our Consolidated Balance Sheet. The adoption of ASC 842 did not have a material impact on the Consolidated Statements of Operations or Cash Flows. On May 3, 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options. This new standard provides clarification and reduces diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (such as warrants) that remain equity classified after modification or exchange. This standard was effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Under this standard, issuers should apply the new standard prospectively to modifications or exchanges occurring after the effective date of the new standard. The standard was adopted and applied prospectively by the Company as of January 1, 2022, but the adoption and application did not have an impact on the Company's financial statements and disclosures, including interim periods. ​ On June 2016, the FASB issued ASU No. 2016-13 (“ASU 2016-13”), Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. In November 2018, FASB issued ASU No. 2018-19, Codification Improvements to Topic 326: Financial Instruments — Credit Losses. ASU No. 2018-19 amends the scope and transition requirements of ASU 2016-13. ASU 2016-13 requires a financial asset (or a group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected. The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions and reasonable and supportable forecasts that affect the collectability of the reported amount. ASU 2016-13 became effective for the Company beginning January 1, 2023, and was adopted on a modified retrospective approach. This ASU did not have a material impact on our consolidated financial statements. ​ New Accounting Pronouncements Not Yet Adopted In November 2023, the FASB issued ASU 2023-07, the amendments in the ASU are intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss. In addition, the amendments enhance interim disclosure requirements, clarify circumstances in which an entity can disclose multiple segment measures of profit or loss, provide new segment disclosure requirements for entities with a single reportable segment, and contain other disclosure requirements. The purpose of the amendments is to enable “investors to better understand an entity’s overall performance” and assess “potential future cash flows.” The amendments in ASU 2023-07 are effective for all public entities for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Management is currently evaluating the impact of this guidance on our financial statements. There have been no other accounting pronouncements issued but not yet adopted by us which are expected to have a material impact on our consolidated financial statements. CARES Act The Company sought financial assistance under the CARES Act. Certain of the Company’s subsidiaries received $ 16.4 million from the U.S. Treasury Department (“Treasury”) through the Payroll Support Program (“PSP1”) under the 56 Table of Contents CARES Act, of which $ 12.7 million was received prior to December 31, 2020 and the remaining amount was received during the first quarter of 2021. As part of the Payroll Support Extension Law (“PSP Extension Law”), the Company entered into an agreement with the U.S. Department of the Treasury (“PSP2”) on March 4, 2021 for the receipt of relief funds of $ 5.5 million during 2021. Pursuant to the American Rescue Plan Act of 2021 (“ARP”), we entered into an agreement (“PSP3”) with the U.S. Department of the Treasury on April 16, 2021 and received relief funds of an additional $ 5.5 million, bringing the total to $ 14.7 million during 2021. No relief funds were received during 2023. In connection with the financial assistance the Company received under the Payroll Support Program, it was required to comply with certain provisions of the CARES Act, all of which have expired as of December 31, 2023, including the requirement that funds provided pursuant to the Payroll Support Program be used exclusively for the continuation of payment of employee wages, salaries and benefits; and the requirement against involuntary terminations and furloughs and reductions in employee pay rates and benefits from the signing date of the Payroll Support Program agreement through September 30, 2021. The agreement required the Company to issue a recall to any employee who was terminated or furloughed between October 1, 2020 and March 4, 2021 and enable such employee to return to employment. In addition, the Company was limited on the payment of certain employee compensation through April 1, 2023. Since inception, we have been in compliance with all of the provisions of the CARES Act. ​ NOTE C - SIGNIFICANT RISKS AND UNCERTAINTIES Use of Estimates The preparation of consolidated 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 disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Significant items subject to such estimates and assumptions include the useful lives of property and equipment, useful lives and residual values of Flight Equipment held for lease, allowances for doubtful accounts and sales returns, the income tax provision, impairment of long-lived assets, valuation of inventory, and valuation and useful lives of intangibles, goodwill and contingencies. Risks and Uncertainties The Company is impacted by the general economic conditions of the commercial aviation industry. A decrease in passenger and/or air cargo traffic worldwide could result in strains on the Company’s lessees and cause them to default under their leases with the Company, which could negatively impact cash flows and results of operations. The value of Flight Equipment held for operating leases is subject to fluctuations in the values of commercial aircraft and engines worldwide. A material decrease in aircraft or engine values could have a downward impact on lease rentals and residual values and may require impairments to be taken on such assets. Additionally, impairment charges may be required to reduce the carrying value of inventory. The nature of the Company’s business is capital intensive and demands significant capital requirements. To meet the Company’s current purchase commitments and future aircraft and engine acquisitions, the Company may need to (i) access committed debt facilities, and/or (ii) secure additional financing, and/or (iii) use existing available cash balances. The Company is also subject to regulation by various governmental agencies with responsibilities over civil aviation. Increased regulations imposed by organizations such as the FAA may significantly affect industry operations. The Company conducts business in certain foreign countries, some of which are politically unstable or subject to military or civil conflicts. Consequently, the Company is subject to a variety of risks such as civil strife, political risk, import and export regulations, compliance with foreign laws, treaties, regulations, uncertainties arising from foreign local business practices, difficulty in repossessing Flight Equipment when a lessee defaults, cultural considerations, restriction on fund transfers, and exposure to the FCPA and other anti-bribery laws. 57 Table of Contents The Company periodically reviews the carrying values of accounts receivable, inventory, goodwill, intangible assets, and long-lived assets; the recoverable value of deferred income tax assets, and the sufficiency of accruals and provisions, substantially all of which are sensitive to the above risks and uncertainties. Concentrations of Credit Risk Financial instruments that potentially subject the Company to credit risk principally consist of cash and cash equivalents and accounts receivable. During the year ended December 31, 2023, two customers accounted for 25 % of total revenue. During the years ended December 31, 2022 and 2021, one customer accounted for 19 % and 14 % of total revenue, respectively, which was related to nonrecurring transactions with different customers that was collected during the respective years. One customer made up 20 % of our trade receivable balance as of December 31, 2023. No customer made up more than 10% of our trade receivable balance as of December 31, 2022. Cash The Company maintains cash and cash equivalent balances with high-quality financial institutions, which at times exceed the Federal Deposit Insurance Corporation insurance limits. While the Company monitors daily the cash balances in its operating accounts and adjusts the balances as appropriate, these balances could be impacted if one or more of the financial institutions with which the Company deposits fails or is subject to other adverse conditions in the financial or credit markets. To date, the Company has experienced no loss or lack of access to its invested cash or cash equivalents; however, no assurance can be provided that access to invested cash and cash equivalents will not be impacted by adverse conditions in the financial and credit markets. ​ NOTE D - REVENUE The timing of revenue recognition, customer billings, and cash collections results in a contract asset or contract liability at the end of each reporting period. Contract assets consist of unbilled receivables or costs incurred where revenue recognized over time exceeds the amounts billed to customers. We record a receivable when revenue is recognized prior to invoicing and we have an unconditional right to consideration (only the passage of time is required before payment of that consideration is due) and a contract asset when the right to payment is conditional upon our future performance. Contract liabilities include advance payments and billings in excess of revenue recognized. Certain customers make advance payments prior to our satisfaction of our performance obligations on the contract. These amounts are recorded as contract liabilities until such performance obligations are satisfied. Contract assets and contract liabilities are determined on a contract by contract basis. The contract assets are as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 December 31, 2022 Change Contract assets ​ $ 6,474 ​ $ 7,277 ​ $ ( 803 ) ​ Contract assets are reported within deposits, prepaid expenses, and other current assets on our Consolidated Balance Sheets. Changes in contract assets primarily results from the timing difference between our performance of services. Contract liabilities are reported as deferred revenue on our Consolidated Balance Sheets and amounted to $ 1.4 million as of December 31, 2022, of which $ 1.1 million was related to contract liabilities for services to be performed. For the year ended December 31, 2023, we recognized as revenue the entire opening balance of our contract liabilities as the timing between customer payments and our performance of the services is a short period of time and generally no longer than six months. ​ ​ 58 Table of Contents Disaggregation of Revenue The Company reports revenue by segment. The following tables present revenue by segment, as well as a reconciliation to total revenue (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2023 ​ ​ Asset Management ​ ​ ​ ​ ​ Solutions TechOps Total Revenues USM ​ $ 63,418 ​ $ 15,278 ​ $ 78,696 Whole asset sales ​ 137,236 ​ 218 ​ 137,454 Engineered solutions ​ - ​ 1,305 ​ 1,305 Total products ​ 200,654 ​ 16,801 ​ 217,455 Leasing ​ 14,513 ​ - ​ 14,513 Services ​ - ​ 102,535 ​ 102,535 Total revenues ​ $ 215,167 ​ $ 119,336 ​ $ 334,503 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2022 ​ ​ Asset Management ​ ​ ​ ​ ​ ​ ​ Solutions TechOps Total Revenues USM ​ $ 50,125 ​ $ 8,146 ​ $ 58,271 Whole asset sales ​ ​ 198,750 ​ 23,737 ​ 222,487 Engineered solutions ​ - ​ 3,796 ​ 3,796 Total products ​ 248,875 ​ 35,679 ​ 284,554 Leasing ​ 28,732 ​ - ​ 28,732 Services ​ - ​ 95,258 ​ 95,258 Total revenues ​ $ 277,607 ​ $ 130,937 ​ $ 408,544 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2021 ​ ​ Asset Management ​ ​ ​ ​ ​ ​ ​ Solutions TechOps Total Revenues USM ​ $ 44,409 ​ $ 4,884 ​ $ 49,293 Whole asset sales ​ ​ 156,944 ​ - ​ ​ 156,944 Engineered solutions ​ - ​ 3,644 ​ 3,644 Total products ​ 201,353 ​ 8,528 ​ 209,881 Leasing ​ 30,657 ​ - ​ 30,657 Services ​ - ​ 99,899 ​ 99,899 Total revenues ​ $ 232,010 ​ $ 108,427 ​ $ 340,437 ​ ​ NOTE E-INVENTORY Inventory consisted of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 December 31, 2022 Used serviceable materials ​ $ 120,053 ​ $ 73,827 Work-in-process ​ ​ 22,270 ​ ​ 16,659 Whole assets ​ ​ 186,845 ​ ​ 93,044 ​ ​ $ 329,168 ​ ​ 183,530 Less short term ​ ( 177,770 ) ​ ( 117,488 ) Long term ​ $ 151,398 ​ $ 66,042 ​ ​ ​ 59 Table of Contents NOTE F -INTANGIBLE ASSETS In accordance with ASC 350, “Intangibles—Goodwill and Other”, goodwill and other intangible assets deemed to have indefinite lives are not amortized, but are subject to annual impairment tests. The Company reviews and evaluates its goodwill and indefinite life intangible assets for potential impairment at a minimum annually or more frequently if circumstances indicate that impairment is possible. The Company determined the fair value of assets acquired and liabilities assumed using a variety of methods. An income approach based on discounted cash flows was used to determine the values of our trademarks, customer relationships and FAA certifications. The assumptions we used to estimate the fair value of our reporting units are based on historical performance, as well as forecasts used in our current business plan and require considerable management judgment. The Company’s goodwill and intangible assets as defined by ASC 350 are related to its acquired subsidiaries, AerSale Component Solutions (d/b/a AerSale Landing Gear Solutions) (“ALGS”), Avborne Component Solutions (d/b/a AerSale Component Solutions) (“ACS”), and Aircraft Composite Technologies (“ACT” or “AerSale AeroStructures - Miami”), which are included in the TechOps segment, as well as Qwest Air Parts (“Qwest”), which is included under the Asset Management Solutions segment. ​ Goodwill and other intangibles consisted of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 December 31, 2022 Qwest: ​ ​ ​ ​ ​ ​ FAA Certifications ​ $ 724 ​ $ 724 Goodwill ​ 13,416 ​ 13,416 ALGS: ​ ​ FAA Certifications ​ 710 ​ 710 Goodwill ​ 379 ​ 379 ACS: ​ ​ Trademarks ​ 600 ​ 600 FAA Certifications ​ 7,300 ​ 7,300 Goodwill ​ 63 ​ 63 ACT: ​ ​ ​ ​ ​ Trademarks ​ 200 ​ 200 FAA Certificates ​ 796 ​ 796 Goodwill ​ 6,002 ​ 6,002 Total intangible assets with indefinite lives ​ $ 30,190 ​ $ 30,190 ​ The Company performed its annual quantitative impairment analysis as of July 1, 2023 and 2022 on the indefinite lived intangible assets and concluded there were no impairments. The Company performed a quantitative impairment analysis as of October 1, 2023 and a qualitative impairment analysis as of October 1, 2022 on the goodwill for the Asset Management Solutions and TechOps segment, and concluded there was no impairment. ​ 60 Table of Contents Intangible assets with definite useful lives are amortized on a straight-line basis over their estimated useful lives. Intangible assets with definite lives are as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Useful Life ​ ​ ​ ​ ​ ​ In Years ​ December 31, 2023 ​ December 31, 2022 Qwest: ​ ​ ​ ​ ​ ​ ​ ​ Customer relationships ​ 10 ​ $ 5,163 ​ $ 6,136 ALGS: ​ ​ ​ ​ ​ Customer relationships ​ 10 ​ 30 ​ 50 ACS: ​ ​ ​ Customer relationships ​ 10 ​ 1,033 ​ 1,243 ACT: ​ ​ ​ ​ ​ Customer relationships ​ 10 ​ 5,430 ​ 6,353 Total intangible assets with definite lives ​ ​ ​ $ 11,656 ​ $ 13,782 ​ Amortization expense was as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2023 2022 2021 Amortization expense ​ $ 2,126 ​ $ 2,136 ​ $ 2,132 ​ The estimated aggregate amount of amortization expense for intangible assets in each fiscal year from 2024 through 2028 is $ 2.1 million. Accumulated amortization amounted to $ 9.3 and $ 7.2 million as of December 31, 2023 and December 31, 2022, respectively. ​ There has been no goodwill activity for the years ended December 31, 2023 and 2022. ​ Other intangible assets are reviewed at least annually or more frequently if any event or change in circumstance indicates that an impairment may have occurred. No triggering events have been identified for the periods reported. ​ NOTE G - PROPERTY AND EQUIPMENT, NET Property and equipment, net, consisted of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Useful Life ​ ​ ​ ​ ​ ​ In Years ​ December 31, 2023 ​ December 31, 2022 Tooling and equipment 7 -  15 ​ $ 16,024 ​ $ 14,649 Furniture and other equipment 5 ​ 12,076 ​ 10,090 Computer software 5 ​ 2,374 ​ 2,152 Leasehold improvements 3  -  10 ​ 16,269 ​ 7,390 Equipment under capital lease 5 ​ 192 ​ 192 Flight equipment held for R&D ​ 2 ​ ​ 7,784 ​ ​ - ​ ​ ​ ​ 54,719 ​ 34,473 Less accumulated depreciation ​ ​ ​ ( 27,027 ) ​ ( 21,835 ) ​ ​ ​ ​ $ 27,692 ​ $ 12,638 ​ Depreciation expense, which includes amortization of equipment under capital lease, was as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2023 ​ 2022 ​ 2021 Depreciation expense ​ $ 3,736 ​ $ 2,242 ​ $ 1,997 ​ ​ ​ 61 Table of Contents NOTE H - AIRCRAFT AND ENGINES HELD FOR LEASE AND LEASE RENTAL Aircraft and engines held for operating leases, net, consists of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 December 31, 2022 Aircraft and engines held for lease ​ $ 58,136 ​ $ 83,902 Less accumulated depreciation ​ ( 31,661 ) ​ ( 52,614 ) ​ ​ $ 26,475 ​ $ 31,288 ​ The Company did no t record an impairment of leased assets during the years ended December 31, 2023 and 2021, respectively. The Company recorded an impairment $ 0.9 million for the year ended December 31, 2022, and is included in cost of leasing in the Consolidated Statements of Operations. Total depreciation expense included in cost of leasing in the Consolidated Statements of Operations is as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2023 2022 2021 Depreciation expense ​ $ 4,597 ​ $ 6,606 ​ $ 8,869 ​ Contingent rental fees recognized as revenues related to supplemental rent were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2023 2022 2021 Contingent rental fees ​ $ 7,693 ​ $ 12,776 ​ $ 8,218 ​ The Company’s current operating lease agreements for Flight Equipment on lease expire over the next two to nine months . The minimum future lease rentals contracted to be received under these existing operating leases of Flight Equipment at December 31, 2023 are $ 5.1 million, all expected to be received in 2024. These amounts are based upon the assumption that Flight Equipment under operating leases will remain on lease for the length of time specified by the respective lease agreements. ​ ​ ​ ​ NOTE I - FAIR VALUE MEASUREMENTS Fair value measurements and disclosures require the use of valuation techniques to measure fair value that maximize the use of observable inputs and minimize use of unobservable inputs. These inputs are prioritized as follows: ● Level 1: Observable inputs such as quoted prices in active markets for identical assets or liabilities. ● Level 2: Inputs other than quoted prices included within Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities or market corroborated inputs. ● Level 3: Unobservable inputs for which there is little or no market data and which require the Company to develop our own assumptions about how market participants price the asset or liability. The valuation techniques that may be used to measure fair value are as follows: ● Market approach–Uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. ● Income approach–Uses valuation techniques to convert future amounts to a single present amount based on current market expectation about those future amounts. 62 Table of Contents ● Cost approach–Based on the amount that currently would be required to replace the service capacity of an asset (replacement cost). The Company would measure the fair value of certain assets and liabilities on a nonrecurring basis, when U.S. GAAP requires the application of fair value, including events or changes in circumstances that indicate that the carrying amounts of assets may not be recoverable. Assets subject to these measurements include intangible assets acquired in business combinations. The Company’s financial instruments, other than cash, consist principally of accounts receivable and accounts payable. The fair value of such approximates the carrying value of these financial instruments because of their short-term nature. Borrowings under the Revolving Credit Agreement (as defined in Note L – Financing Arrangements) approximate fair value due to the variable interest rate on the facility and the recent amendment during the year. The Company’s borrowings under the Revolving Credit Agreement are carried at historical cost and adjusted for principal payments. ​ Borrowings under the Equipment Loan (as defined in Note L – Financing Arrangements) approximate fair value due to the variable interest rate on the loan and its origination during the year ended December 31, 2023. The Company’s borrowings under the Equipment Loan are carried at historical cost and adjusted for principal payments. ​ NOTE J - ACCRUED EXPENSES The following is a summary of the components of accrued expenses (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 December 31, 2022 Accrued compensation and related benefits ​ $ 2,241 ​ $ 6,040 Accrued legal fees ​ 854 ​ 716 Commission fee accrual ​ 260 ​ 251 Accrued federal, state and local taxes and fees ​ 105 ​ 142 Other ​ 2,018 ​ 1,694 ​ ​ $ 5,478 ​ $ 8,843 ​ ​ ​ NOTE K - WARRANT LIABILITY Warrants to purchase a total of 623,834 shares of the Company’s common stock were outstanding as of December 31, 2023 and 2022, respectively. 750,000 warrants were issued to founders in a private placement (the “Private Warrants”), and 17,250,000 warrants were public warrants (the “Public Warrants”) that were exercisable immediately following the Closing. Each of the Company’s Public Warrants entitled the registered holder to purchase one share of the Company’s common stock at a price of $ 11.50 per share. On November 29, 2021, the Company provided notice to holders of all of the Public Warrants that the Company would be redeeming all of the Public Warrants for a redemption price of $ 0.01 per Public Warrant, and on December 29, 2021, such redemption was completed and the Public Warrants ceased trading on Nasdaq. Each of the Private Warrants entitles the registered holder to purchase one share of the Company’s common stock at a price of $ 11.50 per share, subject to adjustment. During 2022, a private warrant holder initiated a cashless exercise of 126,166 warrants for the purchase of shares of common stock at an exercise price of $ 11.50 per share (remaining term on exercised warrants at December 31, 2023 was 2.0 years) and we issued 47,867 shares of common stock based on the fair value at the date of exercise of $ 18.5306 per share. The remaining Private Warrants will expire at 5:00 p.m., New York City time, on December 22, 2025, or earlier upon redemption or liquidation, as applicable. The Private Warrants include provisions that affect the settlement amount. Such variables are outside of those used to determine the fair value of a fixed-for-fixed instrument, and as such, the Private Warrants do not meet the criteria for equity treatment under guidance contained in ASC Topic 815, “Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in a 63 Table of Contents Company’s Own Stock.” The Company classifies the Private Warrants as a liability at their fair value subject to re-measurement at each balance sheet date and adjusted at each reporting period until exercised or expired, and any change in fair value is recognized in the Company's Consolidated Statements of Operations. The fair value of the Private Warrants as of December 31, 2021 was determined using the market price of the Company’s public warrants adjusted for their lack of liquidity. Effective December 29, 2021 all public warrants were redeemed on a cashless basis and ceased trading on Nasdaq. As a result, the Black-Scholes option pricing model was adopted to determine the fair value of the Private Warrants. The following table represents the assumptions for the Black-Scholes option-pricing model used in determining the fair value of the Private Warrants as of December 31, 2023 and 2022: ​ ​ ​ ​ ​ ​ December 31, 2023 December 31, 2022 Risk-free interest rate ​ 3.84 % 3.99 % Expected volatility of common stock ​ 41.66 % 42.44 % Dividend yield ​ - - Expected option term in years ​ 2.0 3.0 ​ The significant assumptions utilized in the Black-Scholes calculation consist of interest rate for U.S. Treasury Bonds, as published by the U.S. Federal Reserve, and expected volatility estimated using historical daily volatility of guideline public companies. ​ NOTE L - FINANCING ARRANGEMENTS Outstanding debt obligations as of December 31, 2023 and 2022 consisted of the following (in thousands): ​ ​ ​ ​ ​ ​ December 31, ​ ​ 2023 $ 180.0 million Wells Fargo Senior Secured Revolving Credit Facility ​ $ 29,000 $ 10.0 million Synovus Property and Equipment Revolving Term Loan ​ ​ 8,559 Total ​ 37,559 Less current portion ​ ( 1,278 ) Total long-term portion ​ $ 36,281 ​ ​ At December 31, 2023 and 2022, total deferred financing costs were $ 1.5 and $ 0.5 million, respectively. Amortized debt issuance costs are recorded in interest expense through maturity of the related debt using the straight-line method, which approximates the effective interest method. Amortization expense was as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2023 2022 2021 Amortization expense ​ $ 400 ​ $ 455 ​ $ 494 ​ $ 180.0 million Wells Fargo Senior Secured Revolving Credit Facility On July 20, 2018, AerSale Inc. and other subsidiary borrowers entered in a secured amended and restated Revolving Credit Agreement (as amended, the “Revolving Credit Agreement”). The Revolving Credit Agreement provided for a $ 110.0 million aggregate amount of revolver commitments subject to borrowing base limitations and a maturity date of July 20, 2021. The Revolving Credit Agreement included a $ 10 million sub facility for letters of credit and for borrowings on same-day notice referred to as “swingline loans”. The maximum amount of such commitments available at any time for borrowings and letters of credit is determined according to a borrowing base calculation equal to the sum of eligible inventory and eligible accounts receivable reduced by the aggregate amount, if any, of trade payables of the loan parties, as defined in the Revolving Credit Agreement. Extensions of credit under the Revolving Credit Agreement are available for working capital and general corporate purposes. 64 Table of Contents On March 9, 2023, we amended the Revolving Credit Agreement to replace the benchmark rate from LIBOR to Secured Overnight Financing Rate (“SOFR”). On July 25, 2023, the Revolving Credit Agreement was amended to increase the maximum commitments thereunder to $ 180.0 million aggregate amount, expandable to $ 200.0 million, subject to conditions and the availability of lender commitments and borrowing base limitations, and the maturity date was extended to July 24, 2028. As of December 31, 2023, the outstanding balance under the Revolving Credit Agreement was $ 29.0 million and at December 31, 2023 the Company had $ 131.0 million of availability, subject to borrowing base limitations. As of December 31, 2022, there was no outstanding balance under the Revolving Credit Agreement. The obligations of AerSale, Inc. under the Revolving Credit Agreement are guaranteed by the Company, and other subsidiaries of AerSale, Inc. may be designated as borrowers on a joint and several basis. Such obligations are also secured by substantially all of the assets of the Company. The interest rate applicable to loans outstanding on the Revolving Credit Agreement is a floating rate of interest per annum of SOFR plus a margin of 2.75 %. The interest rate as of December 31, 2023 was 7.69 %. The interest rate applicable to loans outstanding on the Revolving Credit Agreement prior to March 9, 2023, was a floating rate of interest per annum of LIBOR plus a margin of 3.5 %. The interest rate as of December 31, 2022 was 9.50 %. Interest expense on the Revolving Credit Agreement was as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2023 2022 2021 Interest expense ​ $ 733 ​ $ 2 ​ $ 4 ​ The Company’s ability to borrow on the Revolving Credit Agreement is subject to ongoing compliance by the Company and the borrowers with various customary affirmative and negative covenants. The Revolving Credit Agreement requires the Company and borrowers to meet certain financial and nonfinancial covenants. The Company was in compliance with these covenants as of December 31, 2023 and 2022. $ 10.0 million Synovus Property and Equipment Revolving Term Loan On June 30, 2023, the Company entered into a Property and Equipment Revolving Term Loan (“Equipment Loan”) with a total advance commitment of $ 10.0 million for the purpose of financing capital expenditures on property and equipment. Once the total advance commitment is reached or commencing on June 30, 2024, whichever comes first, this facility will become a term loan with a maturity date of June 30, 2027. This loan is collateralized by the property and equipment it finances and requires interest only payment until converted to a term loan, at which point, principal and interest payments will be required. The Equipment Loan bears interest at a rate per annum equal to one-month SOFR plus 3.50 %, which will be adjusted monthly. The effective rate on this facility as of December 31, 2023 was 8.84 %. Interest expense on the Equipment Loan for the year ended December 31, 2023 was $ 0.4 million. Maturities of the Equipment Loan as of December 31, 2023 are as follows (in thousands): ​ ​ ​ ​ Year ending December 31: ​ ​ 2024 $ 1,278 2025 ​ 2,727 2026 2,971 2027 ​ 1,583 Total payments $ 8,559 65 Table of Contents ​ The Equipment Loan is subject to ongoing compliance by the Company in the form of various customary affirmative and negative covenants, as well as certain financial covenants. The Company was in compliance with these covenants as of December 31, 2023. ​ NOTE M - INCOME TAXES Income tax (benefit) expense consists of (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Current Deferred Total Year Ended December 31, 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ U.S. federal ​ $ ( 1,570 ) ​ $ ( 806 ) ​ $ ( 2,376 ) U.S. state ​ 128 ​ ( 110 ) ​ 18 Foreign ​ 242 ​ - ​ 242 Total income tax (benefit) expense ​ $ ( 1,200 ) ​ $ ( 916 ) ​ $ ( 2,116 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Current Deferred Total Year Ended December 31, 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ U.S. federal ​ $ 10,537 ​ $ ( 862 ) ​ $ 9,675 U.S. state ​ 3,015 ​ ( 405 ) ​ 2,610 Foreign ​ 2,856 ​ ( 1,120 ) ​ 1,736 Total income tax expense (benefit) ​ $ 16,408 ​ $ ( 2,387 ) ​ $ 14,021 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Current Deferred Total Year Ended December 31, 2021: ​ ​ ​ ​ ​ ​ ​ ​ ​ U.S. federal ​ $ 11,003 ​ $ ( 1,899 ) ​ $ 9,104 U.S. state ​ 1,780 ​ ( 402 ) ​ 1,378 Foreign ​ 2,068 ​ ( 891 ) ​ 1,177 Total income tax expense (benefit) ​ $ 14,851 ​ $ ( 3,192 ) ​ $ 11,659 ​ Tax Rate Reconciliation The provision for income taxes on pre-tax income differs from the amount computed by applying the U.S. federal statutory income tax rate of 21.0 % for the years ended December 31, 2023, 2022 and 2021 due to the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2023 2022 2021 Provision for income tax at the federal statutory rate ​ $ ( 1,613 ) ​ $ 12,155 ​ $ 10,033 State taxes ​ 165 ​ 1,959 ​ 1,357 Permanent differences ​ ( 328 ) ​ 218 ​ 755 Change in valuation allowance  ​ ( 1,313 ) ​ 17 ​ 1,012 Executive compensation ​ ​ 3,016 ​ ​ 2,562 ​ ​ 1,934 Return to provision ​ ​ 151 ​ ​ 591 ​ ​ 659 FDII deduction ​ ​ - ​ ​ ( 3,014 ) ​ ​ ( 4,093 ) R&D credit ​ ​ ( 1,174 ) ​ ​ - ​ ​ - Stock-based compensation ​ ​ ( 1,020 ) ​ ​ - ​ ​ - Other ​ - ​ ( 467 ) ​ 2 Total income tax (benefit) expense ​ $ ( 2,116 ) ​ $ 14,021 ​ $ 11,659 ​ 66 Table of Contents Significant Components of Deferred Taxes Deferred tax assets and liabilities reflect the net effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The tax effects of temporary differences that give rise to deferred tax assets and deferred tax liabilities as of December 31, 2023 and 2022 are as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ 2023 2022 Deferred tax assets: ​ ​ ​ ​ Net operating losses ​ $ 2,005 ​ $ 94 Foreign tax credit carryforwards ​ 1,109 ​ 67 Inventory basis differences ​ 9,269 ​ 10,511 Maintenance deposit payments ​ - ​ 154 Deferred revenue ​ 726 ​ 328 Allowance for doubtful accounts ​ 237 ​ 285 Start up costs ​ ​ 634 ​ ​ 688 Stock-based compensation ​ ​ 966 ​ ​ 1,408 Outside basis difference ​ ​ - ​ ​ 1,313 Accrued expenses ​ 22 ​ 908 Section 174 capitalization ​ ​ 2,971 ​ ​ 1,722 Lease obligations ​ ​ 7,010 ​ ​ 7,922 R&D credit ​ ​ 434 ​ ​ - Other ​ 445 ​ 190 Total deferred tax assets ​ ​ 25,828 ​ 25,590 Deferred tax liabilities: ​ ​ ​ ​ Fixed assets ​ ( 6,489 ) ​ ( 5,167 ) Right-of-use assets ​ ​ ( 6,659 ) ​ ​ ( 7,659 ) Intangible assets ​ ​ ( 477 ) ​ ​ ( 164 ) Total deferred tax liabilities ​ ( 13,625 ) ​ ( 12,990 ) Valuation Allowances ​ ​ - ​ ​ ( 1,313 ) Deferred income taxes, net ​ $ 12,203 ​ $ 11,287 ​ The deferred tax assets are adjusted by a valuation allowance if, based on the weight of available evidence, it is more likely than not that a portion or all the deferred assets will not be realized. The Company has evaluated the positive and negative evidence bearing upon its ability to realize the deferred tax assets. After considering all of the evidence, both positive and negative, it was determined that it is more likely than not, that the benefit from an outside basis difference of an investment acquired in 2022 will not be realized. Accordingly, the Company has recorded a valuation allowance of $ 1.3 million on the deferred tax assets related to the outside basis difference as of December 31, 2023. At December 31, 2023 and December 31, 2022, the Company had net operating losses available for carry-forward for Federal income tax purposes of approximately $ 7.8 million and $ 0.4 million, respectively. These net operating loss carryforwards acquired prior to 2023 will expire on various dates through 2034. Utilization of the net operating loss carryforwards as of December 31, 2023 are subject to annual limitation under Sec. 382 of the Internal Revenue Code. A deferred tax asset has been recorded only for those carryforwards that the Company expects to utilize prior to expiration. The Company and its subsidiaries file income tax returns in the U.S. federal jurisdiction, various state jurisdictions, and in Ireland. Tax years beginning in 2019 through 2022 are open for examination by the U.S. Internal Revenue Service and tax years beginning in 2018 through 2022 are open for examination by various state taxing jurisdictions in which the Company is subject to tax. Tax years beginning in 2018 through 2022 are open for examination by the Irish taxing authorities. ASC 740, Income Taxes, provides that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits. ASC 740 also provides guidance on measurement, derecognition, 67 Table of Contents classification, interest and penalties, accounting in interim periods, and disclosure and transition. As of December 31, 2023 and 2022, there was no reserve for uncertain tax positions. ​ NOTE N - EARNINGS PER SHARE The computation of basic and diluted earnings per share (“EPS”) is based on the weighted average number of common shares outstanding during each period. The following table provides a reconciliation of the computation for basic and diluted earnings per share for the years ended December 31, (in thousands, except share and per share data): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2023 2022 2021 Net (loss) income ​ $ ( 5,563 ) ​ $ 43,861 ​ $ 36,115 Less: change in FV of warrants ​ ​ ( 2,270 ) ​ ​ - ​ ​ - Income (loss) attributable to common shareholders for EPS ​ $ ( 7,833 ) ​ $ 43,861 ​ $ 36,115 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted-average number of shares outstanding - basic ​ 51,291,424 ​ 51,568,436 ​ 43,193,995 Additional shares from assumed exercise of warrants ​ ​ 166,397 ​ ​ 141 ​ ​ 3,070,762 Additional shares from assumed stock-settled restricted stock units ​ ​ - ​ ​ 1,577,062 ​ ​ 1,040,883 Additional shares issued under the Employee Stock Purchase Plan ​ ​ - ​ ​ - ​ ​ 4,460 Weighted-average number of shares outstanding - diluted ​ ​ 51,457,821 ​ ​ 53,145,639 ​ ​ 47,310,100 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Earnings per share - basic: ​ $ ( 0.11 ) ​ $ 0.85 ​ $ 0.84 Earnings per share - diluted: ​ $ ( 0.15 ) ​ $ 0.83 ​ $ 0.76 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Shares/units excluded from earnings per share - dilutive: ​ ​ ​ ​ ​ ​ ​ ​ ​ Additional shares from assumed exercise of Private Warrants ​ ​ - ​ ​ 212,540 ​ ​ - Additional shares from assumed stock-settled restricted stock units ​ ​ 192,687 ​ ​ - ​ ​ - ​ ​ ​ NOTE O - STOCKHOLDERS’ EQUITY Common Stock The Company’s common stock consist of $ 0.0001 par value, 200,000,000 shares authorized, of which 52,954,430 and 51,189,461 shares were issued and outstanding as of December 31, 2023 and 2022, respectively. Effective November 8, 2022, the Board of Directors approved the repurchase, directly from selling stockholders, 1,500,000 shares of the Company’s common stock, par value $ 0.0001 per share, at a price of $ 14.8025 per share for a total of $ 22,203,750 . ​ Earn-Out Shares Upon consummation of the Merger, the pre-closing holders of AerSale Aviation’s common stock and the holders of in-the-money stock appreciation rights (“SARs”) received a contingent right to receive up to 3,000,000 additional shares of the Company’s common stock. Additionally, certain pre-closing holders of AerSale Aviation’s common stock received 68 Table of Contents a contingent right to receive 746,876 shares of the Company’s common stock, in the aggregate (the ‘‘Earn-out Shares’’), subject to the following: Prior to the fifth anniversary of the Merger, if the closing price per share of the Company’s common stock is greater than $ 13.50 for any period of 20 trading days out of 30 consecutive trading days, the holders will be entitled to receive 50 % of the Earn-out Shares in the aggregate (“Minimum Target Earn-out Shares”); and Prior to the fifth anniversary of the Merger, if the closing price per share of the Company’s common stock is greater than $ 15.00 for any period of 20 trading days out of 30 consecutive trading days, the holders will be entitled to receive all of the remaining Earn-out Shares not yet issued in the aggregate. Effective February 8, 2021, the contingency event related to the Minimum Target Earn-out Shares was met and 1,855,634 shares were issued. Effective October 22, 2021, the contingency event related to the Maximum Target Earn-out Shares was met and 1,854,169 shares were issued. The remaining shares pursuant to the contingent rights were withheld to cover employee taxes. We determined the Earn-out Shares to be classified as equity under ASC Topic 815, “Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in a Company’s Own Stock” as the contingent right is indexed to the Company’s stock and accordingly, the accrual of the Earn-Out shares had no impact on our consolidated financial statements. Unvested Founder Shares Upon the Merger, certain pre-closing holders of AerSale Corporation’s common stock agreed to defer the vesting of an aggregate of 700,000 shares (the “Unvested Founder Shares”), half of which will vest at such time as the Minimum Target (as defined in the Merger Agreement) and the other half of which will vest at the Maximum Target (as defined in the Merger Agreement). The Unvested Founder Shares will also vest upon the occurrence of a Liquidity Event on or prior to the fifth anniversary of the date of the Amended and Restated Founder Shares Agreement, solely to the extent the Liquidity Event Consideration (as defined in the Merger Agreement) is greater than (i) $ 13.50 , in which case half of the Unvested Founder Shares which will vest, or (ii) $ 15.00 , in which case the other half of the Unvested Founder Shares will also vest. Effective February 8, 2021, the contingency event related to the Minimum Target was met and half of the Unvested Founder Shares vested. Effective October 22, 2021, the contingent event related to the Maximum Target was met and the other half of the Unvested Founder Shares vested. Public Warrants On November 29, 2021, the Company provided notice to the then holders of all of our 16,442,886 outstanding Public Warrants to purchase shares of our common stock that were issued under the warrant agreement as part of the units sold in our initial public offering, that we would be redeeming all of the Public Warrants for a redemption price of $ 0.01 per Public Warrant on December 29, 2021 (the “Redemption”). In accordance with the warrant agreement, following delivery of notice of the Redemption, all of our Public Warrants could only be exercised on a cashless basis in lieu of being redeemed. On December 29, 2021, we completed the Redemption and the Public Warrants ceased trading on Nasdaq. A total of 16,357,872 Public Warrants were exercised on a cashless basis in lieu of being redeemed, resulting in net issuances of 6,079,966 shares of our common stock under such Public Warrants. The remaining 85,014 unredeemed Public Warrants were redeemed for a redemption price of $ 0.01 per Public Warrant effective January 2022. The Private Warrants that are still held by the initial holders or their permitted transferees were not subject to the Redemption. 2020 Equity Incentive Plan The Company maintains a 2020 Equity Incentive Plan (the “2020 Plan”) and has registered 6,200,000 shares of common stock issuable under the Plan. The 2020 Plan authorizes discretionary grants of incentive stock options to employees of the Company and its qualifying subsidiaries. The 2020 Plan also authorizes discretionary grants of non- 69 Table of Contents qualified stock options, stock appreciation rights, restricted stock, restricted stock units, dividend equivalents or other equity or cash-based awards to employees and consultants of the Company and its subsidiaries and to members of the Board of Directors of the Company. To the extent that an award under the 2020 Plan expires, is cancelled, forfeited, terminated, settled in cash or is otherwise settled without issuance of the full number of shares to which it relates, will become or again be available for awards under the 2020 Plan. The 2020 Plan is administered by the Company's Compensation Committee. The Compensation Committee has complete, full and final authority to: designate participants; determine the types of awards to be granted; determine the terms of awards; interpret and administer the 2020 Plans and any agreements and awards thereunder. Approximately 2,996,618 shares of common stock remain available for future grants. Restricted stock unit activity under the 2020 Plan for the year ended December 31, 2023 and 2022 was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted Average ​ ​ ​ ​ Weighted Average ​ Remaining Contractual ​ Amount Grant Date Fair Value Life (Years) Outstanding at December 31, 2022 ​ 1,374,383 ​ $ 10.72 ​ ​ 2.88 Granted ​ 390,887 ​ 14.96 ​ ​ ​ Forfeited ​ ( 40,516 ) ​ 14.87 ​ ​ ​ Vested (1) ​ ( 1,192,355 ) ​ ​ 11.14 ​ ​ ​ Outstanding December 31, 2023 ​ 532,399 ​ $ 14.82 ​ ​ 1.84 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted Average ​ ​ ​ ​ Weighted Average ​ Remaining Contractual ​ Amount Grant Date Fair Value Life (Years) Outstanding at December 31, 2021 ​ 1,669,300 ​ $ 10.10 ​ ​ 2.02 Granted ​ 278,473 ​ 14.80 ​ ​ ​ Forfeited ​ ( 15,080 ) ​ ​ 13.69 ​ ​ ​ Vested (2) ​ ( 558,310 ) ​ ​ 10.80 ​ ​ ​ Outstanding December 31, 2022 ​ 1,374,383 ​ $ 10.72 ​ ​ 2.88 ​ ​ ​ ​ ​ ​ ​ (1) Includes 1,063,333 performance units that vested at the 200 % vesting target effective December 22, 2023, for which 526,888 shares of common stock underlying vested RSUs were withheld to cover tax obligations. The shares withheld are again available for issuance under the plan. (2) Includes 531,667 performance units that vested at the 200 % vesting target effective December 22, 2022, for which 167,007 shares of common stock underlying vested RSUs were withheld to cover tax obligations. The shares withheld are again available for issuance under the plan. ​ The Company’s restricted stock units include 10,403 performance-based awards that have vesting provisions subject to both time vesting and the achievement of certain performance milestones at 100 % and 200 % vesting targets, while the remaining 521,996 awards vest over a period ranging from one to three years . ​ For the restricted stock unit awards granted under the 2020 Plan containing both service and performance conditions, the Company recognizes compensation expense when the awards are considered probable of vesting. Restricted stock units are considered granted, and the service inception date begins, when a mutual understanding of the key terms and conditions between the Company and the employee have been established. The fair value of these awards is determined based on the closing price of the shares on the grant date. The probability of restricted share awards granted with future performance conditions is evaluated at each reporting period and compensation expense is adjusted based on the probability assessment. ​ For the years ended December 31, 2023 and 2022, the Company recognized share-based compensation expense for certain performance-based awards of $ 7.9 million and $ 14.2 million, respectively, given that the achievement of the performance milestones at the 200 % vesting target have been deemed probable for accounting purposes. 70 Table of Contents ​ 2020 Employee Stock Purchase Plan The Company also maintains a 2020 Employee Stock Purchase Plan (the “ESPP”) and has registered 500,000 shares of common stock issuable under the ESPP. For the years ended December 31, 2023 and 2022, the Company issued 45,755 and 46,726 shares, respectively, pursuant to the ESPP and approximately 407,519 shares remain available for future issuance. ​ ​ NOTE P - BUSINESS SEGMENTS Consistent with how our chief operating decision maker (Chairman and Chief Executive Officer) evaluates performance and utilizes gross profit as a profitability measure, we report our activities in two business segments: ● Asset Management Solutions-comprised of activities to extract value from strategic asset acquisitions through leasing, trading, or disassembling for product sales ● TechOps - comprised of MRO activities; and product sales of internally developed engineered solutions and other serviceable products. The Asset Management Solutions segment provides short-term and long-term leasing solutions of Flight Equipment to passenger and cargo operators worldwide. Assets considered to be at or near the end of their useful lives, supplied by our leasing portfolio or acquisitions, are analyzed for return maximization to assess whether they will be sold as whole assets or disassembled and sold as individual spare parts and components. The TechOps segment consists of aftermarket support and services businesses that provide maintenance support for aircraft and aircraft components, and sale of engineered solutions. Our MRO business also engages in longer term projects such as aircraft modifications, cargo conversions of wide-body aircraft, and aircraft storage. The segment also includes MRO of landing gear, thrust reversers, and other components. Cost of sales consists principally of the cost of product, direct labor, and overhead. Our engineered solutions revenues consist of sales of products internally developed as permitted by Supplemental Type Certificates issued by the FAA. These products are proprietary in nature and function as non-original equipment manufacturer solutions to airworthiness directives and other technical challenges for operators. In order to develop these products, we engage in research and development activities. Periodically, our TechOps division will engage in the repair and sale of used serviceable materials through their ability to overhaul existing inventory. The accounting policies for the segments are the same as those described in Note B. Gross Profit is calculated by subtracting cost of sales from revenues. The assets and certain expenses related to corporate activities are not allocated to the segments. Our reportable segments are aligned principally around the differences in products and services. The segment reporting excludes the allocation of selling, general and administrative expenses, interest expense, interest income, other income, net, unrealized loss on investment, change in fair value of warrant liability, and income tax expense. 71 Table of Contents Selected financial information for each segment is as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31, ​ 2023 2022 2021 Revenue ​ ​ ​ ​ ​ ​ ​ Asset Management Solutions ​ ​ ​ ​ ​ ​ ​ Aircraft ​ $ 80,877 ​ $ 101,511 ​ $ 87,461 Engine ​ 134,290 ​ 176,096 ​ 144,549 ​ ​ ​ 215,167 ​ ​ 277,607 ​ ​ 232,010 TechOps ​ ​ ​ ​ ​ ​ MRO services ​ ​ 102,535 ​ ​ 95,258 ​ ​ 99,899 Product sales ​ 16,583 ​ 11,942 ​ 8,528 Whole asset sales ​ ​ 218 ​ ​ 23,737 ​ ​ — ​ ​ 119,336 ​ 130,937 ​ 108,427 Total ​ $ 334,503 ​ $ 408,544 ​ $ 340,437 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2023 2022 2021 Gross profit ​ ​ ​ ​ ​ ​ Asset Management Solutions ​ ​ ​ ​ ​ ​ Aircraft ​ $ 22,739 ​ $ 36,156 ​ $ 30,157 Engine ​ 44,916 ​ 82,075 ​ 59,389 ​ ​ ​ 67,655 ​ ​ 118,231 ​ ​ 89,546 TechOps ​ ​ ​ ​ ​ ​ ​ ​ ​ MRO services ​ ​ 20,428 ​ ​ 21,111 ​ ​ 28,133 Product sales ​ 3,761 ​ 4,397 ​ 1,713 Whole asset sales ​ ​ 577 ​ ​ 7,655 ​ ​ — ​ ​ 24,766 ​ 33,163 ​ 29,846 Total ​ $ 92,421 ​ $ 151,394 ​ $ 119,392 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2023 2022 Total Assets ​ ​ Asset Management Solutions ​ $ 372,326 ​ $ 233,034 TechOps ​ ​ 163,883 ​ 141,406 Corporate ​ ​ 17,729 ​ 157,139 ​ ​ $ 553,938 ​ $ 531,579 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2023 2022 2021 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Depreciation and Amortization Expense ​ ​ ​ ​ Asset Management Solutions ​ $ 6,043 ​ $ 7,807 ​ $ 10,163 TechOps ​ ​ 3,549 ​ 2,609 ​ 2,506 Corporate ​ ​ 867 ​ 568 ​ 329 ​ ​ $ 10,459 ​ $ 10,984 ​ $ 12,998 Total Capital Expenditures ​ ​ ​ ​ ​ ​ ​ ​ ​ Asset Management Solutions ​ $ 488 ​ $ 8,288 ​ $ 2,383 TechOps ​ ​ 9,206 ​ 6,078 ​ 1,224 Corporate ​ ​ 1,665 ​ 1,229 ​ 284 ​ ​ $ 11,359 ​ $ 15,595 ​ $ 3,891 ​ 72 Table of Contents The following table reconciles segment gross profit to net income from continuing operations for the years ended December 31, (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2023 2022 2021 Segment gross profit ​ ​ $ 92,421 ​ $ 151,394 ​ $ 119,392 Selling, general and administrative expenses ​ ​ ( 103,191 ) ​ ( 96,348 ) ​ ( 77,498 ) Payroll support program proceeds ​ ​ - ​ - ​ 14,768 Interest (expense) income, net ​ ​ 155 ​ 1,093 ​ ( 980 ) Other income, net ​ ​ 666 ​ 2,268 ​ 458 Unrealized loss on investment ​ ​ ​ - ​ - ​ ( 5,421 ) Change in fair value of warrant liability ​ ​ ​ 2,270 ​ ​ ( 525 ) ​ ​ ( 2,945 ) (Loss) income before income tax provision ​ ​ $ ( 7,679 ) ​ $ 57,882 ​ $ 47,774 ​ The following table presents revenues based on the customers’ geographic location and long-lived assets located in the United States, our country of domicile, for the years ended December 31, (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Revenues 2023 2022 2021 Domestic ​ $ 145,076 ​ $ 169,878 ​ $ 133,911 Foreign ​ 189,427 ​ 238,666 ​ 206,526 Total revenues ​ $ 334,503 ​ $ 408,544 ​ $ 340,437 ​ ​ ​ ​ ​ ​ ​ ​ Long-lived assets 2023 2022 Domestic ​ $ 96,013 ​ $ 87,898 Foreign ​ ​ - ​ - Total long-lived assets ​ $ 96,013 ​ $ 87,898 ​ For the year ended December 31, 2023, the Company had two customers from which revenues generated exceeded 10 % of total sales. Total sales to these two customers amounted to $ 82.2 million, of which $ 35.7 million was included in TechOps segment and $ 46.5 million was included in the Asset Management Solutions segment. As of December 31, 2022, the Company had one customer from which revenues generated exceeded 10 % of total sales. Total sales to this customer amounted to $ 77.2 million, which was included in the Asset Management Solutions segment. Intersegment sales includes amounts invoiced by a segment for work performed for another segment. Amounts are based on actual work performed or products sold and agreed-upon pricing which is intended to be reflective of the contribution made by the supplying business segment. All intersegment transactions have been eliminated upon consolidation. Intersegment revenue is as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31, ​ ​ ​ 2023 2022 2021 Asset Management Solutions ​ ​ ​ $ 1,599 ​ $ 4,978 ​ $ 6,822 TechOps ​ ​ ​ 21,359 ​ 22,783 ​ 21,932 Total intersegment revenues ​ ​ ​ $ 22,958 ​ $ 27,761 ​ $ 28,754 ​ ​ NOTE Q  -  LEASES The Company leases facilities, offices, and equipment. The Company evaluates whether a contractual arrangement that provides it with control over the use of an asset is a lease. The ROU asset and related operating lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the term of the lease. The implicit rate of our lease arrangements is not readily determinable nor is it disclosed by our lessors; therefore, the Company uses its incremental borrowing rate based on information available at the lease commencement date to discount the lease payments. The Company classifies a lease as operating or finance using the classification criteria set forth in ASC Topic 842. Some of our leases are non-cancellable and may include renewal or termination options. Renewal or termination options that are reasonably certain to be exercised are included in the determination of the term of a lease. 73 Table of Contents The Company’s lease agreements typically do not contain any significant residual value guarantees or restrictive covenants, and may include variable lease payments related to escalation clauses based on consumer price index rates, as well as maintenance and other services. Variable lease payments that depend on an index or rate are included in the determination of ROU asset and lease liabilities using the index or rate at the lease commencement date, whereas variable lease payments that do not depend on an index or rate are recorded as lease expense in the period incurred. Lease expense is recognized over the term of the lease on a straight-line basis unless another systematic basis is more representative of the pattern in which the Company expects to consume the asset’s future economic benefits. ROU assets are evaluated for impairment in a manner consistent with the treatment of other long-lived assets. The Company made an accounting policy election to not recognize lease assets or liabilities for leases with a term of 12 months or less. The components of lease expense for the years ended December 31, 2023 and 2022 were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2023 2022 Operating lease cost ​ ​ 7,001 ​ ​ 5,005 Short-term lease cost ​ ​ 392 ​ ​ 170 Variable lease cost ​ ​ 397 ​ ​ 1,071 ​ ​ $ 7,790 ​ $ 6,246 ​ Expense charged to operations under the operating lease agreements for prior years were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2021 Rent expense ​ $ 6,040 ​ ​ Our operating leases expire at various dates through 2032. Maturities of our operating lease payments as of December 31, 2023 are as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ Operating ​ ​ Leases Year ending December 31: ​ ​ ​ 2024 ​ $ 6,272 2025 ​ ​ 5,429 2026 ​ 5,102 2027 ​ 4,154 2028 ​ 3,931 Thereafter ​ 11,516 Total undiscounted payments ​ ​ 36,404 Less: imputed interest ​ ​ ( 7,434 ) Present value of minimum lease payments ​ ​ 28,970 Less: Operating lease liabilities - current ​ ( 4,593 ) Operating lease liabilities - non-current ​ $ 24,377 ​ ​ ​ ​ ​ 74 Table of Contents ​ ​ ​ Maturities of our operating lease payments as of December 31, 2022, are as follows (in thousands): ​ ​ ​ ​ ​ Operating ​ ​ Leases Year ending December 31: ​ ​ ​ 2023 ​ $ 6,341 2024 ​ ​ 5,965 2025 ​ 5,153 2026 ​ 4,970 2027 ​ 4,154 Thereafter ​ 15,447 Total undiscounted payments ​ ​ 42,030 Less: imputed interest ​ ​ ( 9,321 ) Present value of minimum lease payments ​ ​ 32,709 Less: Operating lease liabilities - current ​ ​ ( 4,426 ) Operating lease liabilities - non-current ​ $ 28,283 ​ ​ Our weighted-average remaining lease term and weighted-average discount rate are as follows: ​ ​ ​ ​ ​ ​ 2023 2022 Remaining lease term (years) ​ 7.13 7.80 Discount Rate ​ 6.34 % 6.40 % ​ Supplemental cash flow information related to leases were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2023 2022 Cash paid for amounts included in the measurement of lease liabilities ​ ​ 4,700 ​ ​ 2,860 Operating lease liabilities arising from obtaining ROU assets ​ ​ 961 ​ ​ 22,194 ​ ​ ​ NOTE R - COMMITMENTS AND CONTINGENCIES Management Compensation Certain executive management entered into employment agreements with the Company. The contracts are for a period of three years , and the contracts provide that such management may earn discretionary bonuses, computed upon a sliding percentage scale of their base salaries, based on the overall financial performance of the Company and each individual’s contributions, subject to approval by the Company’s Board of Directors. Additionally, under certain termination conditions, such contracts provide for severance payments under the Company’s Severance Plan, including payment of base salary, bonus, and fringe benefits. The contracts include certain noncompete clauses commencing upon the employee’s separation from the Company. Litigation The Company could be involved in litigation incidental to the operation of the business. The Company intends to vigorously defend all matters in which the Company is named as a defendant, and, for insurable losses, maintain significant levels of insurance to protect against adverse judgments, claims or assessments that may affect the Company. Although the adequacy of existing insurance coverage of the outcome of any legal proceedings cannot be predicted with certainty, based on the current information available, the Company does not believe the ultimate liability associated with known 75 Table of Contents claims or litigation, if any, in which the Company is involved will materially affect the Company’s consolidated financial condition or results of operations. ​ NOTE S - RELATED-PARTY TRANSACTIONS On November 10, 2021, AerLine, a former consolidated VIE, transferred its ownership in equity investments to the Company in settlement of amounts owed to the Company. As a result, the Company’s $ 5.4 million balance due from AerLine was reclassified to Investment on the Company’s Consolidated Balance Sheet. ​ Based on the financial deterioration of the undelaying company in which the Company held an equity investment, in the fourth quarter of 2021, the Company recognized an unrealized loss on the investment of $ 5.4 million during the three-month period ended December 31, 2021. This loss is reflected on the Consolidated Statement of Operations in unrealized loss on investment for the year ended December 31, 2021. ​ ​ ​ NOTE T - BENEFIT PLANS The Company sponsors an employee retirement savings plan that qualifies under Section 401(k) of the Internal Revenue Code. Participating employees may contribute, but not more than statutory limits. The Company makes nondiscretionary 3 % safe harbor contributions of participants’ eligible earnings who have completed the plan’s eligibility requirements. The contributions are made to the plan on behalf of the employees. Total nondiscretionary contributions to the plan were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2023 2022 2021 Nondiscretionary contributions $ 1,495 $ 1,250 $ 929 ​ ​ ​ ​ ​ ​ ​ 76 Table of Contents ITEM 9 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. ​