Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 06, 2023 | |
Document and Entity Information [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-38801 | |
Entity Registrant Name | AerSale Corporation | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 84-3976002 | |
Entity Address, Address Line One | 255 Alhambra Circle, Suite 435 | |
Entity Address, City or Town | Coral Gables | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 33134 | |
City Area Code | 305 | |
Local Phone Number | 764-3200 | |
Title of 12(b) Security | Common stock, $0.0001 par value per share | |
Trading Symbol | ASLE | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 51,328,800 | |
Entity Central Index Key | 0001754170 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 3,154 | $ 147,188 |
Accounts receivable, net of allowance for credit losses of $979 and $1,074 as of September 30, 2023 and December 31, 2022 | 29,721 | 28,273 |
Income tax receivable | 1,313 | |
Inventory: | ||
Aircraft, airframes, engines, and parts, net | 200,807 | 117,488 |
Advance vendor payments | 35,798 | 27,585 |
Deposits, prepaid expenses, and other current assets | 15,335 | 13,022 |
Total current assets | 286,128 | 333,556 |
Fixed assets: | ||
Aircraft and engines held for lease, net | 30,096 | 31,288 |
Property and equipment, net | 25,092 | 12,638 |
Inventory: | ||
Aircraft, airframes, engines, and parts, net | 126,018 | 66,042 |
Operating lease right-of-use assets | 28,445 | 31,624 |
Deferred income taxes | 13,618 | 11,287 |
Deferred financing costs, net | 1,589 | 544 |
Deferred customer incentives and other assets, net | 535 | 628 |
Goodwill | 19,860 | 19,860 |
Other intangible assets, net | 22,521 | 24,112 |
Total assets | 553,902 | 531,579 |
Current liabilities: | ||
Accounts payable | 38,954 | 21,131 |
Accrued expenses | 3,919 | 8,843 |
Lessee and customer purchase deposits | 6,444 | 17,085 |
Current operating lease liabilities | 4,578 | 4,426 |
Current portion of long-term debt | 632 | |
Deferred revenue | 2,393 | 1,355 |
Total current liabilities | 56,920 | 52,840 |
Revolving credit facility | 8,600 | |
Long-term debt | 7,927 | |
Long-term lease deposits | 152 | 152 |
Long-term operating lease liabilities | 25,238 | 28,283 |
Maintenance deposit payments and other liabilities | 151 | 668 |
Warrant liability | 3,652 | 4,656 |
Total liabilities | 102,640 | 86,599 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Common stock, $0.0001 par value. Authorized 200,000,000 shares; issued and outstanding 51,328,800 and 51,189,461 shares as of September 30, 2023 and December 31, 2022 | 5 | 5 |
Additional paid-in capital | 315,254 | 306,141 |
Retained earnings | 136,003 | 138,834 |
Total stockholders' equity | 451,262 | 444,980 |
Total liabilities and stockholders' equity | $ 553,902 | $ 531,579 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Condensed Consolidated Balance Sheets | ||
Allowance for doubtful accounts | $ 979 | $ 1,074 |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 200,000,000 | 200,000,000 |
Common Stock, Shares, Issued | 51,328,800 | 51,189,461 |
Common Stock, Shares, Outstanding | 51,328,800 | 51,189,461 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Revenue: | ||||
Total revenue | $ 92,484 | $ 50,999 | $ 240,081 | $ 313,413 |
Cost of sales and operating expenses: | ||||
Total cost of sales | 69,010 | 35,510 | 172,076 | 196,241 |
Gross profit | 23,474 | 15,489 | 68,005 | 117,172 |
Selling, general, and administrative expenses | 25,403 | 23,983 | 77,724 | 71,252 |
(Loss) income from operations | (1,929) | (8,494) | (9,719) | 45,920 |
Other income (expenses): | ||||
Interest (expense) income, net | (250) | 393 | 1,178 | 15 |
Other income, net | 127 | 45 | 498 | 526 |
Change in fair value of warrant liability | (55) | (2,029) | 1,004 | (1,881) |
Total other (expenses) income | (178) | (1,591) | 2,680 | (1,340) |
(Loss) income before income tax provision | (2,107) | (10,085) | (7,039) | 44,580 |
Income tax benefit (expense) | 1,959 | 1,072 | 4,208 | (9,912) |
Net (loss) income | $ (148) | $ (9,013) | $ (2,831) | $ 34,668 |
EARNINGS PER SHARE | ||||
(Loss) earnings per share - basic | $ (0.17) | $ (0.06) | $ 0.67 | |
(Loss) earnings per share - diluted | $ (0.17) | $ (0.07) | $ 0.64 | |
Weighted average shares outstanding: | ||||
Weighted average shares outstanding - Basic | 51,321,026 | 51,745,354 | 51,252,581 | 51,707,809 |
Weighted average shares outstanding - Diluted | 51,321,026 | 51,745,354 | 51,430,205 | 54,036,402 |
Products | ||||
Revenue: | ||||
Total revenue | $ 66,842 | $ 16,823 | $ 149,960 | $ 217,813 |
Cost of sales and operating expenses: | ||||
Total cost of sales | 48,697 | 12,755 | 107,176 | 133,702 |
Leasing | ||||
Revenue: | ||||
Total revenue | 2,488 | 7,786 | 11,396 | 23,342 |
Cost of sales and operating expenses: | ||||
Total cost of sales | 1,051 | 1,818 | 3,253 | 6,538 |
Services | ||||
Revenue: | ||||
Total revenue | 23,154 | 26,390 | 78,725 | 72,258 |
Cost of sales and operating expenses: | ||||
Total cost of sales | $ 19,262 | $ 20,937 | $ 61,647 | $ 56,001 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Common Stock | Additional Paid-in Capital | Retained Earnings | Total |
Balance at beginning at Dec. 31, 2021 | $ 5 | $ 313,901 | $ 94,973 | $ 408,879 |
Balance at beginning (in shares) at Dec. 31, 2021 | 51,673,099 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Share-based compensation | 3,755 | 3,755 | ||
Shares issued under the 2020 Employee Stock Purchase Plan | 125 | 125 | ||
Shares issued under the 2020 Employee Stock Purchase Plan (in shares) | 11,988 | |||
Shares issued under the 2020 Equity Incentive Plan (in shares) | 2,970 | |||
Net (loss) income | 17,226 | 17,226 | ||
Balance at ending at Mar. 31, 2022 | $ 5 | 317,781 | 112,199 | 429,985 |
Balance at ending (in shares) at Mar. 31, 2022 | 51,688,057 | |||
Balance at beginning at Dec. 31, 2021 | $ 5 | 313,901 | 94,973 | 408,879 |
Balance at beginning (in shares) at Dec. 31, 2021 | 51,673,099 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net (loss) income | 34,668 | |||
Balance at ending at Sep. 30, 2022 | $ 5 | 326,275 | 129,641 | 455,921 |
Balance at ending (in shares) at Sep. 30, 2022 | 51,774,665 | |||
Balance at beginning at Mar. 31, 2022 | $ 5 | 317,781 | 112,199 | 429,985 |
Balance at beginning (in shares) at Mar. 31, 2022 | 51,688,057 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Share-based compensation | 3,917 | 3,917 | ||
Shares issued under the 2020 Employee Stock Purchase Plan | 220 | 220 | ||
Shares issued under the 2020 Employee Stock Purchase Plan (in shares) | 18,111 | |||
Net (loss) income | 26,455 | 26,455 | ||
Balance at ending at Jun. 30, 2022 | $ 5 | 321,918 | 138,654 | 460,577 |
Balance at ending (in shares) at Jun. 30, 2022 | 51,706,168 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Share-based compensation | 4,357 | 4,357 | ||
Restricted Stock Units ("RSUs") vested and settled (in share) | 20,630 | |||
Shares issued upon exercise of warrants (in shares) | 47,867 | |||
Net (loss) income | (9,013) | (9,013) | ||
Balance at ending at Sep. 30, 2022 | $ 5 | 326,275 | 129,641 | 455,921 |
Balance at ending (in shares) at Sep. 30, 2022 | 51,774,665 | |||
Balance at beginning at Dec. 31, 2022 | $ 5 | 306,141 | 138,834 | 444,980 |
Balance at beginning (in shares) at Dec. 31, 2022 | 51,189,461 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Share-based compensation | 2,731 | 2,731 | ||
Shares issued under the 2020 Equity Incentive Plan (in shares) | 31,925 | |||
Shares surrendered for tax withholdings on equity awards | (70) | (70) | ||
Net (loss) income | 5 | 5 | ||
Balance at ending at Mar. 31, 2023 | $ 5 | 308,802 | 138,839 | 447,646 |
Balance at ending (in shares) at Mar. 31, 2023 | 51,221,386 | |||
Balance at beginning at Dec. 31, 2022 | $ 5 | 306,141 | 138,834 | 444,980 |
Balance at beginning (in shares) at Dec. 31, 2022 | 51,189,461 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net (loss) income | (2,831) | |||
Balance at ending at Sep. 30, 2023 | $ 5 | 315,254 | 136,003 | 451,262 |
Balance at ending (in shares) at Sep. 30, 2023 | 51,328,800 | |||
Balance at beginning at Mar. 31, 2023 | $ 5 | 308,802 | 138,839 | 447,646 |
Balance at beginning (in shares) at Mar. 31, 2023 | 51,221,386 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Share-based compensation | 3,028 | 3,028 | ||
Shares issued under the 2020 Employee Stock Purchase Plan | 278 | 278 | ||
Shares issued under the 2020 Employee Stock Purchase Plan (in shares) | 21,551 | |||
Shares issued under the 2020 Equity Incentive Plan (in shares) | 7,470 | |||
Net (loss) income | (2,688) | (2,688) | ||
Balance at ending at Jun. 30, 2023 | $ 5 | 312,108 | 136,151 | 448,264 |
Balance at ending (in shares) at Jun. 30, 2023 | 51,250,407 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Share-based compensation | 3,180 | 3,180 | ||
Shares issued under the 2020 Equity Incentive Plan (in shares) | 78,393 | |||
Shares surrendered for tax withholdings on equity awards | (34) | (34) | ||
Net (loss) income | (148) | (148) | ||
Balance at ending at Sep. 30, 2023 | $ 5 | $ 315,254 | $ 136,003 | $ 451,262 |
Balance at ending (in shares) at Sep. 30, 2023 | 51,328,800 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash flows from operating activities: | ||
Net (loss) income | $ (2,831) | $ 34,668 |
Adjustments to reconcile net (loss) income to net cash (used in) operating activities: | ||
Depreciation and amortization | 7,585 | 8,589 |
Amortization of debt issuance costs | 316 | 340 |
Amortization of operating lease assets | 286 | |
Inventory reserve | 1,255 | 2,010 |
Impairment of aircraft held for lease | 857 | |
Provision for credit losses | (379) | |
Deferred income taxes | (2,331) | (2,655) |
Change in fair value of warrant liability | (1,004) | 1,881 |
Share-based compensation | 8,939 | 12,029 |
Changes in operating assets and liabilities: | ||
Deferred financing costs | (1,361) | |
Accounts receivable | (1,447) | 3,730 |
Income tax receivable | (1,313) | |
Inventory | (168,313) | (26,441) |
Deposits, prepaid expenses, and other current assets | (2,313) | (747) |
Deferred customer incentives and other assets | 93 | 661 |
Advance vendor payments | (8,212) | (10,097) |
Accounts payable | 17,824 | 2,082 |
Income tax payable | (2,205) | |
Accrued expenses | (5,015) | (594) |
Deferred revenue | 1,038 | 664 |
Lessee and customer purchase deposits | (10,641) | (24,996) |
Other liabilities | (606) | (1,779) |
Net cash (used in) operating activities | (168,051) | (2,382) |
Cash flows from investing activities: | ||
Proceeds from sale of assets | 14,450 | 37,107 |
Acquisition of aircraft and engines held for lease, including capitalized cost | (6,945) | |
Purchase of property and equipment | (7,766) | (6,935) |
Net cash provided by investing activities | 6,684 | 23,227 |
Cash flows from financing activities: | ||
Proceeds from long-term debt | 8,559 | |
Proceeds from Revolving Credit Facility | 26,100 | |
Repayments of Revolving Credit Facility | (17,500) | |
Taxes paid related to net share settlement of equity awards | (104) | |
Proceeds from the issuance of Employee Stock Purchase Plan shares | 278 | 345 |
Net cash provided by financing activities | 17,333 | 345 |
(Decrease) increase in cash and cash equivalents | (144,034) | 21,190 |
Cash and cash equivalents, beginning of period | 147,188 | 130,188 |
Cash and cash equivalents, end of period | 3,154 | 151,378 |
Supplemental disclosure of cash activities | ||
Income tax payments, net | 1,306 | 14,637 |
Interest paid | 575 | 856 |
Supplemental disclosure of noncash investing activities | ||
Reclassification of aircraft and aircraft engines inventory to (from) aircraft and engine held for lease, net | $ 9,312 | (25,025) |
Reclassification of customer purchase deposits to sale of assets | $ 12,500 |
DESCRIPTION OF THE BUSINESS
DESCRIPTION OF THE BUSINESS | 9 Months Ended |
Sep. 30, 2023 | |
DESCRIPTION OF THE BUSINESS | |
DESCRIPTION OF THE BUSINESS | 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, as amended. 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 is based in Miami, Florida, with additional offices, hangars, and warehouses located globally. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2023 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE B — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Interim Financial Statements The accompanying unaudited interim consolidated financial statements have been prepared from the books and records of the Company in accordance with Generally Accepted Accounting Principles in the United States (“U.S. GAAP”) for interim financial information and Rule 10-01 of Regulation S-X promulgated by the U.S. Securities and Exchange Commission (the “SEC”), which permits reduced disclosures for interim periods. Although these interim consolidated financial statements do not include all of the information and footnotes required for complete annual consolidated financial statements, management believes all adjustments, consisting only of normal recurring adjustments, and disclosures necessary for a fair presentation of the accompanying condensed consolidated balance sheets, statements of operations, stockholders’ equity, and cash flows have been made. Unaudited interim results of operations and cash flows are not necessarily indicative of the results that may be expected for the full year. Unaudited interim condensed consolidated financial statements and footnotes should be read in conjunction with the audited consolidated financial statements and footnotes included in Part II, Item 8 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 Revenue Recognition Products — 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 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 Accounting Standards Codification (“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 — 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 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 and would cause the revenue recognition. 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 Revenues The Company leases aircraft and engines (“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 payment 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. Service Revenues Service revenues are 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 revenues and costs, 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 maintenance, repair and overhaul (“MRO”) contracts, if the contract is terminated for convenience, we are entitled to payment for items delivered, 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. 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 Condensed Consolidated Statements of Operations, and are not considered a performance obligation to our customers. Our reported revenue on our Condensed Consolidated Statements of Operations is net of any sales or related non-income taxes. New Accounting Pronouncements Adopted There have been no recent accounting pronouncements, changes in accounting pronouncements, or recently adopted accounting guidance during the nine months ended September 30, 2023 that are of significance or potential significance to us. Payroll Support Programs In connection with the financial assistance the Company received under the Payroll Support Program, the Company was required to comply with certain provisions of the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”), 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 also 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 subject to provisions prohibiting the repurchase of common stock and the payment of common stock dividends through September 30, 2022, and limited the payment of certain employees’ compensation, which lapsed on April 1, 2023. If the Company does not comply with these provisions, it may be required to reimburse up to 100% of any previously received relief funds. As of September 30, 2023, we were in compliance with all applicable provisions of the CARES Act, Payroll Support Program and American Rescue Plan Act of 2021. |
SIGNIFICANT RISKS AND UNCERTAIN
SIGNIFICANT RISKS AND UNCERTAINTIES | 9 Months Ended |
Sep. 30, 2023 | |
SIGNIFICANT RISKS AND UNCERTAINTIES | |
SIGNIFICANT RISKS AND UNCERTAINTIES | NOTE C — SIGNIFICANT RISKS AND UNCERTAINTIES Impact of Ukraine Conflict and Russia Sanctions In February of 2022, Russia invaded Ukraine and is still engaged in an active conflict against the country. As a result, governments in the European Union, the United States, the United Kingdom, Switzerland, and other countries have enacted sanctions against Russia and Russian interests. These sanctions include controls on the export and re-export of certain goods, supplies, and technologies, supply of aircraft and aircraft components to Russian persons or for use in Russia, subject to certain wind-down periods, and the imposition of restrictions on doing business with certain state-owned Russian customers and other investments and business activities in Russia. In order to comply with these sanctions, we ceased pursuing future business in Russia and terminated three leases in 2022 with operators doing business in Russia, successfully recovering two aircraft with one engine still unrecovered. Due to continued uncertainty in the ability to recover this engine from Russia or to collect insurance coverage, we impaired this asset during the second quarter of 2022. Although the current sanctions prohibit the continuation of certain business activities, the three leases referenced were contractually scheduled to expire in 2022 and therefore did not have a material impact on our business. While it is difficult to predict the short or long term implications of this conflict and sanctions on the global economy and the aviation industry, we intend to fully comply with all applicable sanctions and embargoes, and do not expect the current situation will have a material adverse effect on our results of operations. Emerging Military Conflict in Israel On October 7, 2023, Hamas militants launched an extensive military operation into Israel’s southern border from the Gaza Strip and conducted a series of attacks, followed by an invasion of Israeli territory by land, air and sea directed at civilian and military targets. On October 8, 2023 Israel formally declared war on Hamas after their deadly attack. The intensity and duration of Israel’s current war against Hamas is difficult to predict, as are such war’s global economic impact and impact on the Company’s business and operations and on the businesses and operations of the Company’s suppliers, customers and other third parties with which the Company conducts business. Although we do not expect the current situation will have a material adverse effect on our results of operations, our supplier of most of the components in our Enhanced Flight Vision System “AerAware” and our ERP supplier are both based in Israel. |
REVENUE
REVENUE | 9 Months Ended |
Sep. 30, 2023 | |
REVENUE | |
REVENUE | 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. Contract liabilities include advance payments and billings in excess of revenue recognized. Certain customers make advance payments prior to the satisfaction of 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. Contract assets are as follows (in thousands): September 30, 2023 December 31, 2022 Change Contract assets $ 7,007 $ 7,277 $ (270) Contract assets are reported within deposits, prepaid expenses, and other current assets on our Condensed Consolidated Balance Sheets. Changes in contract assets primarily result from the timing difference between the performance of services. Contract liabilities are reported as deferred revenue on our Condensed 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 nine months ended September 30, 2023, the Company recognized as revenue the full amount of contract liabilities included in the beginning balance for services performed as the timing between customer payments and our performance of the services is generally no longer than six months. No such revenue was recognized for the three months ended September 30, 2023. Disaggregation of Revenue The Company reports revenue by segment. The following tables present revenue by segment, as well as a reconciliation to total revenue for the three and nine months ended September 30, 2023 and 2022 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2023 Asset Management Asset Management Solutions Tech Ops Total Revenues Solutions TechOps Total Revenues USM $ 17,754 $ 3,884 $ 21,638 $ 49,348 $ 9,709 $ 59,057 Whole asset sales 44,812 - 44,812 89,811 218 90,029 Engineered solutions - 392 392 - 874 874 Total products 62,566 4,276 66,842 139,159 10,801 149,960 Leasing 2,488 - 2,488 11,396 - 11,396 Services - 23,154 23,154 - 78,725 78,725 Total revenues $ 65,054 $ 27,430 $ 92,484 $ 150,555 $ 89,526 $ 240,081 Three Months Ended September 30, Nine Months Ended September 30, 2022 2022 Asset Management Asset Management Solutions Tech Ops Total Revenues Solutions TechOps Total Revenues USM $ 10,128 $ 3,455 $ 13,583 $ 38,869 $ 5,209 $ 44,078 Whole asset sales 2,677 - 2,677 147,451 23,605 171,056 Engineered solutions - 563 563 - 2,679 2,679 Total products 12,805 4,018 16,823 186,320 31,493 217,813 Leasing 7,786 - 7,786 23,342 - 23,342 Services - 26,390 26,390 - 72,258 72,258 Total revenues $ 20,591 $ 30,408 $ 50,999 $ 209,662 $ 103,751 $ 313,413 |
INVENTORY
INVENTORY | 9 Months Ended |
Sep. 30, 2023 | |
INVENTORY | |
INVENTORY | NOTE E — INVENTORY Following are the major classes of inventory as of the below dates (in thousands): September 30, 2023 December 31, 2022 Used serviceable materials $ 91,680 $ 73,827 Work-in-process 20,113 16,659 Whole assets 215,032 93,044 $ 326,825 183,530 Less short term (200,807) (117,488) Long term $ 126,018 $ 66,042 The Company recorded inventory scrap loss reserves of $0.5 million and $1.3 million for the three and nine months ended September 30, 2023, respectively. The Company did not record an inventory reserve for the three and nine months ended September 30, 2023, and recorded an inventory reserve $1.8 million for the nine months ended September 30, 2022, due to the Company’s evaluation of the inventory’s net realizable value. Additions to inventory reserves are included |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 9 Months Ended |
Sep. 30, 2023 | |
INTANGIBLE ASSETS | |
INTANGIBLE ASSETS | NOTE F — INTANGIBLE ASSETS In accordance with ASC 350, Intangibles — Goodwill and Other (“ASC 350”), 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 our 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, certifications, customer relationships and Federal Aviation Administration (“FAA”) certificates. The assumptions the Company 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 is related to our 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”), which are included in the TechOps segment, as well as Qwest, which is included under the Asset Management Solutions segment. Goodwill and other intangibles as of the below dates are (in thousands): September 30, 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 on the indefinite lived intangible assets as of July 1, 2023 and 2022 and concluded there was no impairment. Intangible assets with definite useful lives are amortized on a straight-line basis over their estimated useful lives. Intangible assets with definite lives as of the below dates are as follows (in thousands): Useful Life In Years September 30, 2023 December 31, 2022 Qwest: Customer relationships 10 $ 5,408 $ 6,136 ALGS: Customer relationships 10 35 50 ACS: Customer relationships 10 1,085 1,243 ACT: Customer relationships 10 5,663 6,353 Total intangible assets with definite lives $ 12,191 $ 13,782 Total amortization expense amounted to $0.5 million for the three months ended September 30, 2023 and 2022. Total amortization expense amounted to $1.6 million for the nine months ended September 30, 2023 and 2022. Accumulated amortization amounted to $8.8 million and $7.2 million as of September 30, 2023 and December 31, 2022, respectively. 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. |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 9 Months Ended |
Sep. 30, 2023 | |
PROPERTY AND EQUIPMENT, NET | |
PROPERTY AND EQUIPMENT, NET | NOTE G — PROPERTY AND EQUIPMENT, NET Property and equipment, net, as of the below dates consisted of the following (in thousands): Useful Life In Years September 30, 2023 December 31, 2022 Tooling and equipment 7 $ 15,791 $ 14,649 Furniture and other equipment 5 12,030 10,090 Computer software 5 2,244 2,152 Leasehold improvements 3 - 10 13,085 7,390 Equipment under capital lease 5 192 192 Flight equipment held for R&D 2 7,784 - 51,126 34,473 Less accumulated depreciation (26,034) (21,835) $ 25,092 $ 12,638 Depreciation expense, which includes amortization of equipment under capital lease, amounted to $0.9 million and $0.6 million for the three months ended September 30, 2023 and 2022, respectively. Depreciation expense, which includes amortization of equipment under capital lease, amounted to $2.7 million and $1.6 million for the nine months ended September 30, 2023 and 2022, respectively. |
LEASE RENTAL REVENUES AND AIRCR
LEASE RENTAL REVENUES AND AIRCRAFT AND ENGINES HELD FOR LEASE | 9 Months Ended |
Sep. 30, 2023 | |
LEASE RENTAL REVENUES AND AIRCRAFT AND ENGINES HELD FOR LEASE | |
LEASE RENTAL REVENUES AND AIRCRAFT AND ENGINES HELD FOR LEASE | NOTE H — LEASE RENTAL REVENUES AND AIRCRAFT AND ENGINES HELD FOR LEASE Aircraft and engines held for lease, net, as of the below dates consisted of the following (in thousands): September 30, 2023 December 31, 2022 Aircraft and engines held for lease $ 64,430 $ 83,902 Less accumulated depreciation (34,334) (52,614) $ 30,096 $ 31,288 Total depreciation expense amounted to $1.1 million and $1.7 million for the three months ended September 30, 2023 and 2022, respectively. Total depreciation expense amounted to $3.3 million and $5.4 million for the nine months ended September 30, 2023 and 2022, respectively, and is included in cost of leasing in the Condensed Consolidated Statements of Operations. The Company did no t record any impairment of Flight Equipment for the three and nine months ended September 30, 2023. The Company recorded impairment of Flight Equipment in the amount of $0.9 million for the nine months ended September 30, 2022, which is included in cost of leasing in the Condensed Consolidated Statements of Operations. Supplemental rents recognized as revenue totaled $0.9 million and $3.6 million for the three months ended September 30, 2023 and 2022, respectively. Supplemental rents recognized as revenue totaled $5.4 million and $10.1 million for the nine months ended September 30, 2023 and 2022, respectively. The Company’s current operating lease agreements for leased Flight Equipment expire over the next two years. The amounts in the following table are based upon the assumption that Flight Equipment under operating leases will remain leased for the length of time specified by the respective lease agreements. Minimum future annual lease rentals contracted to be received under existing operating leases of Flight Equipment were as follows (in thousands): Year ending December 31: Remainder of 2023 $ 1,256 2024 1,010 Total minimum lease payments $ 2,266 |
ACCRUED EXPENSES
ACCRUED EXPENSES | 9 Months Ended |
Sep. 30, 2023 | |
ACCRUED EXPENSES | |
ACCRUED EXPENSES | NOTE I — ACCRUED EXPENSES The following is a summary of the components of accrued expenses as of the below dates (in thousands): September 30, 2023 December 31, 2022 Accrued compensation and related benefits $ 1,055 $ 6,040 Accrued legal fees 686 716 Commission fee accrual 169 251 Accrued federal, state and local taxes and fees 188 142 Other 1,821 1,694 $ 3,919 $ 8,843 |
WARRANT LIABILITY
WARRANT LIABILITY | 9 Months Ended |
Sep. 30, 2023 | |
WARRANT LIABILITY | |
WARRANT LIABILITY | NOTE J – WARRANT LIABILITY Warrants to purchase a total of 623,834 shares of the Company’s common stock were outstanding as of September 30, 2023 and December 31, 2022. 750,000 warrants were issued to founders in a private placement (the “Private Warrants”). 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 September 30, 2023 was 2.2 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 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 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 Condensed Consolidated Statements of Operations. The fair value of the Private Warrants is determined using the Black-Scholes option pricing model. The following table represents the assumptions used in determining the fair value of the Private Warrants as of September 30, 2023: September 30, 2023 Risk-free interest rate 4.60% Expected volatility of common stock 41.48% Dividend yield - Expected option term in years 2.2 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. The warrant liability adjustment recognized in the Company's Condensed Consolidated Statements of Operations related to the change in fair value of warrant liability was $0.1 million expense and $1.0 million income during the three and nine months ended September 30, 2023, respectively. The warrant liability expense recognized in the Company's Condensed Consolidated Statement of Operations related to the change in fair value of warrant liability was $2.0 million and $1.9 million during the three and nine months ended September 30, 2022, respectively. |
EARNINGS PER SHARE
EARNINGS PER SHARE | 9 Months Ended |
Sep. 30, 2023 | |
EARNINGS PER SHARE | |
EARNINGS PER SHARE | NOTE K — 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 three and nine months ended September 30, 2023 and 2022, respectively (in thousands, except share and per share data): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Net (loss) income $ (148) $ (9,013) $ (2,831) $ 34,668 Change in fair value of warrant liability - - (1,004) - Net (loss) income for EPS - Diluted $ (148) $ (9,013) $ (3,835) $ 34,668 Weighted-average number of shares outstanding - basic 51,321,026 51,745,354 51,252,581 51,707,809 Additional shares from assumed stock-settled restricted stock units - - - 2,326,858 Additional shares from assumed exercise of warrants - - 177,624 180 Additional shares issued under the employee stock purchase plan - - - 1,555 Weighted-average number of shares outstanding - diluted 51,321,026 51,745,354 51,430,205 54,036,402 (Loss) earnings per share – basic: $ - $ (0.17) $ (0.06) $ 0.67 (Loss) earnings per share – diluted: $ - $ (0.17) $ (0.07) $ 0.64 Anti-dilutive shares/units excluded from earnings per share - diluted: Additional shares from assumed exercise of warrants 126,154 188,150 - 179,695 Additional shares from assumed stock-settled restricted stock units 2,007,217 2,415,638 1,869,782 - Additional shares purchasable for employee stock purchase plan 6,542 4,626 1,043 - |
BUSINESS SEGMENTS
BUSINESS SEGMENTS | 9 Months Ended |
Sep. 30, 2023 | |
BUSINESS SEGMENTS | |
BUSINESS SEGMENTS | NOTE L — 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, the Company reports its 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 activities include monetization of assets through the lease or sale of whole assets, or through disassembly activities in support of our USM-related activities. Our monetizing services have been developed to maximize returns on mid-life Flight Equipment throughout their operating life, in conjunction with realizing the highest residual value of Flight Equipment at its retirement. 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 revenue consists 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, the Company engages in research and development (“R&D”) activities, which are expensed as incurred. The TechOps segment also engages in the repair and sale of USM inventory for which it has the overhaul capabilities and relationships to sell. Gross profit is calculated by subtracting cost of sales from revenue. 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 income (expense) and income tax expense. Selected financial information for each segment for the three and nine months ended September 30, 2023 and 2022 is as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Revenue Asset Management Solutions Aircraft $ 20,888 $ 6,503 $ 57,836 $ 78,343 Engine 44,166 14,088 92,719 131,319 65,054 20,591 150,555 209,662 TechOps MRO services 23,154 26,390 78,725 72,258 Product sales 4,276 4,018 10,583 7,888 Whole asset sales - - 218 23,605 27,430 30,408 89,526 103,751 Total $ 92,484 $ 50,999 $ 240,081 $ 313,413 Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Gross profit Asset Management Solutions Aircraft $ 6,656 $ 2,480 $ 16,871 $ 29,779 Engine 11,881 6,210 31,080 60,439 18,537 8,690 47,951 90,218 TechOps MRO services 3,892 5,453 17,078 16,257 Product sales 1,045 1,346 2,600 3,174 Whole asset sales - - 376 7,523 4,937 6,799 20,054 26,954 Total $ 23,474 $ 15,489 $ 68,005 $ 117,172 September 30, 2023 December 31, 2022 Total assets Asset Management Solutions $ 382,624 $ 233,034 Tech Ops 156,672 141,406 Corporate 14,606 157,139 $ 553,902 $ 531,579 The following table reconciles segment gross profit to (loss) income before income tax provision for the three and nine months ended September 30, 2023 and 2022 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Segment gross profit $ 23,474 $ 15,489 $ 68,005 $ 117,172 Selling, general and administrative expenses (25,403) (23,983) (77,724) (71,252) Interest (expense) income, net (250) 393 1,178 15 Other income, net 127 45 498 526 Change in fair value of warrant liability (55) (2,029) 1,004 (1,881) (Loss) income before income tax provision $ (2,107) $ (10,085) $ (7,039) $ 44,580 Intersegment sales include 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 arm’s length value of the contribution made by the supplying business segment. All intersegment transactions have been eliminated upon consolidation. Intersegment revenue for the three and nine months ended September 30, 2023 and 2022, is as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Asset Management Solutions $ 168 $ 1,705 $ 1,241 $ 4,886 TechOps 3,761 3,168 13,952 15,771 Total intersegment revenues $ 3,929 $ 4,873 $ 15,193 $ 20,657 |
FINANCING ARRANGEMENTS
FINANCING ARRANGEMENTS | 9 Months Ended |
Sep. 30, 2023 | |
FINANCING ARRANGEMENTS | |
FINANCING ARRANGEMENTS | NOTE M— FINANCING ARRANGEMENTS $180.0 million Wells Fargo Senior Secured Revolving Credit Facility On July 20, 2018, the Company and other subsidiary borrowers signatory thereto entered into a secured amended and restated revolving credit agreement (as amended, the “Revolving Credit Agreement”), which provides for a $150.0 million aggregate amount of revolver commitments subject to borrowing base limitations. Effective July 25, 2023, the Company amended the Revolving Credit Agreement to increase the maximum commitments thereunder to $180.0 million aggregate amount, expandable to $200.0 million, subject to borrowing base limitations, and to extend the maturity date to July 24, 2028. The interest rate applicable to loans outstanding under the Revolving Credit Agreement is a floating rate of interest per annum of Secured Overnight Financing Rate (“SOFR”) plus a margin of 2.75% . The applicable interest rate as of September 30, 2023 was 9.75% . The Company’s ability to borrow under 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 September 30, 2023. During the three and nine months ended September 30, 2023, the Company borrowed $26.1 million, and made repayments of $17.5 million under the Revolving Credit Agreement. As of September 30, 2023, the balance outstanding under this facility was $8.6 million, and the Company had $149.0 million of availability. Interest expense on the Revolving Credit Agreement for the three and nine months ended September 30, 2023 was $0.1 million. $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 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 September 30, 2023. During the nine months ended September 30, 2023 the Company borrowed $8.6 million under this facility, which remained outstanding as of September 30, 2023. Interest expense on the Equipment Loan for the three and nine months ended September 30, 2023 was 0.2 million. The schedule of payments on the Equipment Loan as of September 30, 2023 is as follows (in thousand): Year ending December 31: 2023 $ - 2024 1,278 2025 2,727 2026 2,971 2027 1,583 Total payments $ 8,559 |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 9 Months Ended |
Sep. 30, 2023 | |
STOCKHOLDERS' EQUITY | |
STOCKHOLDERS' EQUITY | NOTE N — STOCKHOLDERS’ EQUITY Common Stock The Company’s common stock, $0.0001 par value, consists of 200,000,000 authorized shares, of which 51,328,800 and 51,189,461 shares were issued outstanding 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 2020 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-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 Plan and any agreements and awards thereunder. Restricted stock unit activity under the 2020 Plan for the nine months ended September 30, 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 359,036 15.01 2.30 Forfeited (33,526) 14.86 2.10 Vested (121,737) 14.28 - Outstanding September 30, 2023 1,578,156 $ 11.34 $ 2.99 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 2.49 Forfeited (11,048) 13.39 2.20 Vested (23,643) 12.24 - Outstanding September 30, 2022 1,913,082 $ 10.74 $ 2.11 The Company’s restricted stock units include 1,073,736 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. Effective March 31, 2022, the performance-based awards granted in 2021 (the “2021 PSUs”) met the performance metric at the maximum level of 200% with one-third two-thirds 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. 2020 Employee Stock Purchase Plan The Company also maintains the Aersale Corporation 2020 Employee Stock Purchase Plan (the “ESPP”) and has registered 500,000 shares of common stock issuable under the ESPP. During the nine-months ended September 30, 2023 and 2022, the Company issued 21,551 and 30,099 shares, respectively, pursuant to the ESPP. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Interim Financial Statements | Interim Financial Statements The accompanying unaudited interim consolidated financial statements have been prepared from the books and records of the Company in accordance with Generally Accepted Accounting Principles in the United States (“U.S. GAAP”) for interim financial information and Rule 10-01 of Regulation S-X promulgated by the U.S. Securities and Exchange Commission (the “SEC”), which permits reduced disclosures for interim periods. Although these interim consolidated financial statements do not include all of the information and footnotes required for complete annual consolidated financial statements, management believes all adjustments, consisting only of normal recurring adjustments, and disclosures necessary for a fair presentation of the accompanying condensed consolidated balance sheets, statements of operations, stockholders’ equity, and cash flows have been made. Unaudited interim results of operations and cash flows are not necessarily indicative of the results that may be expected for the full year. Unaudited interim condensed consolidated financial statements and footnotes should be read in conjunction with the audited consolidated financial statements and footnotes included in Part II, Item 8 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 |
Revenue Recognition | Revenue Recognition Products — 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 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 Accounting Standards Codification (“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 — 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 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 and would cause the revenue recognition. 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 Revenues The Company leases aircraft and engines (“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 payment 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. Service Revenues Service revenues are 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 revenues and costs, 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 maintenance, repair and overhaul (“MRO”) contracts, if the contract is terminated for convenience, we are entitled to payment for items delivered, 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. 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 Condensed Consolidated Statements of Operations, and are not considered a performance obligation to our customers. Our reported revenue on our Condensed Consolidated Statements of Operations is net of any sales or related non-income taxes. |
New Accounting Pronouncements Adopted | New Accounting Pronouncements Adopted There have been no recent accounting pronouncements, changes in accounting pronouncements, or recently adopted accounting guidance during the nine months ended September 30, 2023 that are of significance or potential significance to us. |
Payroll Support Programs | Payroll Support Programs In connection with the financial assistance the Company received under the Payroll Support Program, the Company was required to comply with certain provisions of the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”), 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 also 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 subject to provisions prohibiting the repurchase of common stock and the payment of common stock dividends through September 30, 2022, and limited the payment of certain employees’ compensation, which lapsed on April 1, 2023. If the Company does not comply with these provisions, it may be required to reimburse up to 100% of any previously received relief funds. As of September 30, 2023, we were in compliance with all applicable provisions of the CARES Act, Payroll Support Program and American Rescue Plan Act of 2021. |
REVENUE (Tables)
REVENUE (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
REVENUE | |
Schedule of contract assets | Contract assets are as follows (in thousands): September 30, 2023 December 31, 2022 Change Contract assets $ 7,007 $ 7,277 $ (270) |
Schedule of revenue by segment, as well as total revenue | The Company reports revenue by segment. The following tables present revenue by segment, as well as a reconciliation to total revenue for the three and nine months ended September 30, 2023 and 2022 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2023 Asset Management Asset Management Solutions Tech Ops Total Revenues Solutions TechOps Total Revenues USM $ 17,754 $ 3,884 $ 21,638 $ 49,348 $ 9,709 $ 59,057 Whole asset sales 44,812 - 44,812 89,811 218 90,029 Engineered solutions - 392 392 - 874 874 Total products 62,566 4,276 66,842 139,159 10,801 149,960 Leasing 2,488 - 2,488 11,396 - 11,396 Services - 23,154 23,154 - 78,725 78,725 Total revenues $ 65,054 $ 27,430 $ 92,484 $ 150,555 $ 89,526 $ 240,081 Three Months Ended September 30, Nine Months Ended September 30, 2022 2022 Asset Management Asset Management Solutions Tech Ops Total Revenues Solutions TechOps Total Revenues USM $ 10,128 $ 3,455 $ 13,583 $ 38,869 $ 5,209 $ 44,078 Whole asset sales 2,677 - 2,677 147,451 23,605 171,056 Engineered solutions - 563 563 - 2,679 2,679 Total products 12,805 4,018 16,823 186,320 31,493 217,813 Leasing 7,786 - 7,786 23,342 - 23,342 Services - 26,390 26,390 - 72,258 72,258 Total revenues $ 20,591 $ 30,408 $ 50,999 $ 209,662 $ 103,751 $ 313,413 |
INVENTORY (Tables)
INVENTORY (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
INVENTORY | |
Schedule of inventory | Following are the major classes of inventory as of the below dates (in thousands): September 30, 2023 December 31, 2022 Used serviceable materials $ 91,680 $ 73,827 Work-in-process 20,113 16,659 Whole assets 215,032 93,044 $ 326,825 183,530 Less short term (200,807) (117,488) Long term $ 126,018 $ 66,042 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
INTANGIBLE ASSETS | |
Schedule of intangible assets with indefinite lives | Goodwill and other intangibles as of the below dates are (in thousands): September 30, 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 |
Schedule of intangible assets with definite lives | The Company performed its annual quantitative impairment analysis on the indefinite lived intangible assets as of July 1, 2023 and 2022 and concluded there was no impairment. Intangible assets with definite useful lives are amortized on a straight-line basis over their estimated useful lives. Intangible assets with definite lives as of the below dates are as follows (in thousands): Useful Life In Years September 30, 2023 December 31, 2022 Qwest: Customer relationships 10 $ 5,408 $ 6,136 ALGS: Customer relationships 10 35 50 ACS: Customer relationships 10 1,085 1,243 ACT: Customer relationships 10 5,663 6,353 Total intangible assets with definite lives $ 12,191 $ 13,782 |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
PROPERTY AND EQUIPMENT, NET | |
Schedule of Property and equipment, net | Property and equipment, net, as of the below dates consisted of the following (in thousands): Useful Life In Years September 30, 2023 December 31, 2022 Tooling and equipment 7 $ 15,791 $ 14,649 Furniture and other equipment 5 12,030 10,090 Computer software 5 2,244 2,152 Leasehold improvements 3 - 10 13,085 7,390 Equipment under capital lease 5 192 192 Flight equipment held for R&D 2 7,784 - 51,126 34,473 Less accumulated depreciation (26,034) (21,835) $ 25,092 $ 12,638 |
LEASE RENTAL REVENUES AND AIR_2
LEASE RENTAL REVENUES AND AIRCRAFT AND ENGINES HELD FOR LEASE (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
LEASE RENTAL REVENUES AND AIRCRAFT AND ENGINES HELD FOR LEASE | |
Summary of aircraft and engines held for operating leases, net | Aircraft and engines held for lease, net, as of the below dates consisted of the following (in thousands): September 30, 2023 December 31, 2022 Aircraft and engines held for lease $ 64,430 $ 83,902 Less accumulated depreciation (34,334) (52,614) $ 30,096 $ 31,288 |
Summary of minimum future annual lease rentals contracted to be received under existing operating leases of flight equipment | Minimum future annual lease rentals contracted to be received under existing operating leases of Flight Equipment were as follows (in thousands): Year ending December 31: Remainder of 2023 $ 1,256 2024 1,010 Total minimum lease payments $ 2,266 |
ACCRUED EXPENSES (Tables)
ACCRUED EXPENSES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
ACCRUED EXPENSES | |
Schedule of Accrued expenses | The following is a summary of the components of accrued expenses as of the below dates (in thousands): September 30, 2023 December 31, 2022 Accrued compensation and related benefits $ 1,055 $ 6,040 Accrued legal fees 686 716 Commission fee accrual 169 251 Accrued federal, state and local taxes and fees 188 142 Other 1,821 1,694 $ 3,919 $ 8,843 |
WARRANT LIABILITY (Tables)
WARRANT LIABILITY (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
WARRANT LIABILITY | |
Assumptions of Black-Scholes option pricing model | September 30, 2023 Risk-free interest rate 4.60% Expected volatility of common stock 41.48% Dividend yield - Expected option term in years 2.2 |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
EARNINGS PER SHARE | |
Summary of reconciliation of the computation for basic and diluted earnings per share | The following table provides a reconciliation of the computation for basic and diluted earnings per share for the three and nine months ended September 30, 2023 and 2022, respectively (in thousands, except share and per share data): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Net (loss) income $ (148) $ (9,013) $ (2,831) $ 34,668 Change in fair value of warrant liability - - (1,004) - Net (loss) income for EPS - Diluted $ (148) $ (9,013) $ (3,835) $ 34,668 Weighted-average number of shares outstanding - basic 51,321,026 51,745,354 51,252,581 51,707,809 Additional shares from assumed stock-settled restricted stock units - - - 2,326,858 Additional shares from assumed exercise of warrants - - 177,624 180 Additional shares issued under the employee stock purchase plan - - - 1,555 Weighted-average number of shares outstanding - diluted 51,321,026 51,745,354 51,430,205 54,036,402 (Loss) earnings per share – basic: $ - $ (0.17) $ (0.06) $ 0.67 (Loss) earnings per share – diluted: $ - $ (0.17) $ (0.07) $ 0.64 Anti-dilutive shares/units excluded from earnings per share - diluted: Additional shares from assumed exercise of warrants 126,154 188,150 - 179,695 Additional shares from assumed stock-settled restricted stock units 2,007,217 2,415,638 1,869,782 - Additional shares purchasable for employee stock purchase plan 6,542 4,626 1,043 - |
BUSINESS SEGMENTS (Tables)
BUSINESS SEGMENTS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
BUSINESS SEGMENTS | |
Summary of selected financial information for each segment | Selected financial information for each segment for the three and nine months ended September 30, 2023 and 2022 is as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Revenue Asset Management Solutions Aircraft $ 20,888 $ 6,503 $ 57,836 $ 78,343 Engine 44,166 14,088 92,719 131,319 65,054 20,591 150,555 209,662 TechOps MRO services 23,154 26,390 78,725 72,258 Product sales 4,276 4,018 10,583 7,888 Whole asset sales - - 218 23,605 27,430 30,408 89,526 103,751 Total $ 92,484 $ 50,999 $ 240,081 $ 313,413 Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Gross profit Asset Management Solutions Aircraft $ 6,656 $ 2,480 $ 16,871 $ 29,779 Engine 11,881 6,210 31,080 60,439 18,537 8,690 47,951 90,218 TechOps MRO services 3,892 5,453 17,078 16,257 Product sales 1,045 1,346 2,600 3,174 Whole asset sales - - 376 7,523 4,937 6,799 20,054 26,954 Total $ 23,474 $ 15,489 $ 68,005 $ 117,172 September 30, 2023 December 31, 2022 Total assets Asset Management Solutions $ 382,624 $ 233,034 Tech Ops 156,672 141,406 Corporate 14,606 157,139 $ 553,902 $ 531,579 |
Summary of reconciliation segment gross profit to income before income tax provision | The following table reconciles segment gross profit to (loss) income before income tax provision for the three and nine months ended September 30, 2023 and 2022 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Segment gross profit $ 23,474 $ 15,489 $ 68,005 $ 117,172 Selling, general and administrative expenses (25,403) (23,983) (77,724) (71,252) Interest (expense) income, net (250) 393 1,178 15 Other income, net 127 45 498 526 Change in fair value of warrant liability (55) (2,029) 1,004 (1,881) (Loss) income before income tax provision $ (2,107) $ (10,085) $ (7,039) $ 44,580 |
Summary of intersegment revenues | Intersegment revenue for the three and nine months ended September 30, 2023 and 2022, is as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Asset Management Solutions $ 168 $ 1,705 $ 1,241 $ 4,886 TechOps 3,761 3,168 13,952 15,771 Total intersegment revenues $ 3,929 $ 4,873 $ 15,193 $ 20,657 |
FINANCING ARRANGEMENTS (Tables)
FINANCING ARRANGEMENTS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
FINANCING ARRANGEMENTS | |
Schedule of payments on the equipment loan | The schedule of payments on the Equipment Loan as of September 30, 2023 is as follows (in thousand): Year ending December 31: 2023 $ - 2024 1,278 2025 2,727 2026 2,971 2027 1,583 Total payments $ 8,559 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
STOCKHOLDERS' EQUITY | |
Schedule of Restricted Stock Unit activity | 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 359,036 15.01 2.30 Forfeited (33,526) 14.86 2.10 Vested (121,737) 14.28 - Outstanding September 30, 2023 1,578,156 $ 11.34 $ 2.99 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 2.49 Forfeited (11,048) 13.39 2.20 Vested (23,643) 12.24 - Outstanding September 30, 2022 1,913,082 $ 10.74 $ 2.11 |
SIGNIFICANT RISKS AND UNCERTA_2
SIGNIFICANT RISKS AND UNCERTAINTIES - Impact of Ukraine Conflict and Russia Sanctions (Details) | 1 Months Ended | 12 Months Ended |
Feb. 28, 2022 aircraft engine | Dec. 31, 2022 lease | |
SIGNIFICANT RISKS AND UNCERTAINTIES | ||
Number of leases terminated | lease | 3 | |
Number of aircrafts | aircraft | 2 | |
Number of engines | engine | 1 |
REVENUE (Details)
REVENUE (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | |
ASC impact, balance sheet | |||
Contract assets | $ 7,007 | $ 7,007 | $ 7,277 |
Increase (decrease) customer asset | (270) | ||
Customer liability, current | 2,393 | $ 2,393 | 1,355 |
Customer liability | $ 1,100 | ||
Contract liabilities, revenue recognized | $ 0 |
REVENUE - Disaggregation (Detai
REVENUE - Disaggregation (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Revenue disaggregation | ||||
Total revenue | $ 92,484 | $ 50,999 | $ 240,081 | $ 313,413 |
Product | ||||
Revenue disaggregation | ||||
Total revenue | 66,842 | 16,823 | 149,960 | 217,813 |
Leasing | ||||
Revenue disaggregation | ||||
Total revenue | 2,488 | 7,786 | 11,396 | 23,342 |
Services | ||||
Revenue disaggregation | ||||
Total revenue | 23,154 | 26,390 | 78,725 | 72,258 |
Operating segments | ||||
Revenue disaggregation | ||||
Total revenue | 92,484 | 50,999 | 240,081 | 313,413 |
Operating segments | Product | ||||
Revenue disaggregation | ||||
Total revenue | 66,842 | 16,823 | 149,960 | 217,813 |
Operating segments | USM | ||||
Revenue disaggregation | ||||
Total revenue | 21,638 | 13,583 | 59,057 | 44,078 |
Operating segments | Whole Asset Sales | ||||
Revenue disaggregation | ||||
Total revenue | 44,812 | 2,677 | 90,029 | 171,056 |
Operating segments | Engineered Solutions | ||||
Revenue disaggregation | ||||
Total revenue | 392 | 563 | 874 | 2,679 |
Operating segments | Leasing | ||||
Revenue disaggregation | ||||
Total revenue | 2,488 | 7,786 | 11,396 | 23,342 |
Operating segments | Services | ||||
Revenue disaggregation | ||||
Total revenue | 23,154 | 26,390 | 78,725 | 72,258 |
Asset Management Solutions | Operating segments | ||||
Revenue disaggregation | ||||
Total revenue | 65,054 | 20,591 | 150,555 | 209,662 |
Asset Management Solutions | Operating segments | Product | ||||
Revenue disaggregation | ||||
Total revenue | 62,566 | 12,805 | 139,159 | 186,320 |
Asset Management Solutions | Operating segments | USM | ||||
Revenue disaggregation | ||||
Total revenue | 17,754 | 10,128 | 49,348 | 38,869 |
Asset Management Solutions | Operating segments | Whole Asset Sales | ||||
Revenue disaggregation | ||||
Total revenue | 44,812 | 2,677 | 89,811 | 147,451 |
Asset Management Solutions | Operating segments | Leasing | ||||
Revenue disaggregation | ||||
Total revenue | 2,488 | 7,786 | 11,396 | 23,342 |
TechOps | Operating segments | ||||
Revenue disaggregation | ||||
Total revenue | 27,430 | 30,408 | 89,526 | 103,751 |
TechOps | Operating segments | Product | ||||
Revenue disaggregation | ||||
Total revenue | 4,276 | 4,018 | 10,801 | 31,493 |
TechOps | Operating segments | USM | ||||
Revenue disaggregation | ||||
Total revenue | 3,884 | 3,455 | 9,709 | 5,209 |
TechOps | Operating segments | Whole Asset Sales | ||||
Revenue disaggregation | ||||
Total revenue | 218 | 23,605 | ||
TechOps | Operating segments | Engineered Solutions | ||||
Revenue disaggregation | ||||
Total revenue | 392 | 563 | 874 | 2,679 |
TechOps | Operating segments | Services | ||||
Revenue disaggregation | ||||
Total revenue | $ 23,154 | $ 26,390 | $ 78,725 | $ 72,258 |
INVENTORY (Details)
INVENTORY (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
INVENTORY | ||||
Used serviceable materials | $ 91,680 | $ 91,680 | $ 73,827 | |
Work-in-process | 20,113 | 20,113 | 16,659 | |
Whole assets | 215,032 | 215,032 | 93,044 | |
Inventory, Net, Total | 326,825 | 326,825 | 183,530 | |
Less short term | (200,807) | (200,807) | (117,488) | |
Long term | 126,018 | 126,018 | $ 66,042 | |
Inventory scrap loss reserves | $ 500 | 1,300 | ||
Inventory reserve | $ 1,255 | $ 2,010 |
INTANGIBLE ASSETS (Details)
INTANGIBLE ASSETS (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Intangible assets | ||
Goodwill | $ 19,860 | $ 19,860 |
Total intangible assets with indefinite lives | 30,190 | 30,190 |
TechOps | ACS | ||
Intangible assets | ||
Goodwill | 63 | 63 |
TechOps | ACS | Certifications | ||
Intangible assets | ||
Intangible assets with indefinite lives excluding goodwill | 7,300 | 7,300 |
TechOps | ACS | Trademarks | ||
Intangible assets | ||
Intangible assets with indefinite lives excluding goodwill | 600 | 600 |
TechOps | ALGS | ||
Intangible assets | ||
Goodwill | 379 | 379 |
TechOps | ALGS | Certifications | ||
Intangible assets | ||
Intangible assets with indefinite lives excluding goodwill | 710 | 710 |
TechOps | ACT | ||
Intangible assets | ||
Goodwill | 6,002 | 6,002 |
TechOps | ACT | FAA Certificates | ||
Intangible assets | ||
Intangible assets with indefinite lives excluding goodwill | 796 | 796 |
TechOps | ACT | Trademarks | ||
Intangible assets | ||
Intangible assets with indefinite lives excluding goodwill | 200 | 200 |
Asset Management Solutions | Qwest | Certifications | ||
Intangible assets | ||
Intangible assets with indefinite lives excluding goodwill | 724 | 724 |
Goodwill | $ 13,416 | $ 13,416 |
INTANGIBLE ASSETS - Estimated u
INTANGIBLE ASSETS - Estimated useful lives (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Intangible assets | ||
Total intangible assets with definite lives | $ 12,191 | $ 13,782 |
Asset Management Solutions | Qwest | Customer relationships | ||
Intangible assets | ||
Useful life (in years) | 10 years | |
Total intangible assets with definite lives | $ 5,408 | 6,136 |
TechOps | ALGS | Customer relationships | ||
Intangible assets | ||
Useful life (in years) | 10 years | |
Total intangible assets with definite lives | $ 35 | 50 |
TechOps | ACS | Customer relationships | ||
Intangible assets | ||
Useful life (in years) | 10 years | |
Total intangible assets with definite lives | $ 1,085 | 1,243 |
TechOps | ACT | Customer relationships | ||
Intangible assets | ||
Useful life (in years) | 10 years | |
Total intangible assets with definite lives | $ 5,663 | $ 6,353 |
INTANGIBLE ASSETS - Amortizatio
INTANGIBLE ASSETS - Amortization expense (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
INTANGIBLE ASSETS | |||||
Amortization expense | $ 0.5 | $ 0.5 | $ 1.6 | $ 1.6 | |
Accumulated amortization | $ 8.8 | $ 8.8 | $ 7.2 |
PROPERTY AND EQUIPMENT, NET (De
PROPERTY AND EQUIPMENT, NET (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment | ||
Property and equipment, gross | $ 51,126 | $ 34,473 |
Less accumulated depreciation | (26,034) | (21,835) |
Property and equipment, net | 25,092 | 12,638 |
Tooling and equipment | ||
Property, Plant and Equipment | ||
Property and equipment, gross | 15,791 | 14,649 |
Furniture and other equipment | ||
Property, Plant and Equipment | ||
Property and equipment, gross | $ 12,030 | 10,090 |
Useful life (in years) | 5 years | |
Computer software | ||
Property, Plant and Equipment | ||
Property and equipment, gross | $ 2,244 | 2,152 |
Useful life (in years) | 5 years | |
Leasehold improvements | ||
Property, Plant and Equipment | ||
Property and equipment, gross | $ 13,085 | 7,390 |
Equipment under capital lease | ||
Property, Plant and Equipment | ||
Property and equipment, gross | $ 192 | $ 192 |
Useful life (in years) | 5 years | |
Flight equipment held for R&D | ||
Property, Plant and Equipment | ||
Property and equipment, gross | $ 7,784 | |
Useful life (in years) | 2 years | |
Minimum | Tooling and equipment | ||
Property, Plant and Equipment | ||
Useful life (in years) | 7 years | |
Minimum | Leasehold improvements | ||
Property, Plant and Equipment | ||
Useful life (in years) | 3 years | |
Maximum | Tooling and equipment | ||
Property, Plant and Equipment | ||
Useful life (in years) | 15 years | |
Maximum | Leasehold improvements | ||
Property, Plant and Equipment | ||
Useful life (in years) | 10 years |
PROPERTY AND EQUIPMENT, NET - D
PROPERTY AND EQUIPMENT, NET - Depreciation expense (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
PROPERTY AND EQUIPMENT, NET | ||||
Depreciation expense | $ 0.9 | $ 0.6 | $ 2.7 | $ 1.6 |
LEASE RENTAL REVENUES AND AIR_3
LEASE RENTAL REVENUES AND AIRCRAFT AND ENGINES HELD FOR LEASE - Components (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Depreciation expense | $ 1,100 | $ 1,700 | $ 3,300 | $ 5,400 | ||
Contingent rental fees | $ 900 | $ 3,600 | $ 5,400 | 10,100 | ||
Lease term (in years) | 2 years | 2 years | ||||
Aircraft and Engines | ||||||
Aircraft and engines held for lease | $ 64,430 | $ 64,430 | $ 83,902 | |||
Less accumulated depreciation | (34,334) | (34,334) | (52,614) | |||
Property held for operating leases, net | 30,096 | 30,096 | $ 31,288 | |||
Flight Equipment | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Impairment of Flight Equipment | $ 0 | $ 0 | $ 900 |
LEASE RENTAL REVENUES AND AIR_4
LEASE RENTAL REVENUES AND AIRCRAFT AND ENGINES HELD FOR LEASE - Future payments received (Details) $ in Thousands | Sep. 30, 2023 USD ($) |
Minimum future annual lease rentals contracted to be received | |
Remainder of 2023 | $ 1,256 |
2024 | 1,010 |
Total minimum lease payments | $ 2,266 |
ACCRUED EXPENSES (Details)
ACCRUED EXPENSES (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
ACCRUED EXPENSES | ||
Accrued compensation and related benefits | $ 1,055 | $ 6,040 |
Accrued legal fees | 686 | 716 |
Commission fee accrual | 169 | 251 |
Accrued federal, state and local taxes and fees | 188 | 142 |
Other | 1,821 | 1,694 |
Total accrued expenses | $ 3,919 | $ 8,843 |
WARRANT LIABILITY (Details)
WARRANT LIABILITY (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Class of Warrant or Right [Line Items] | |||||
Number of warrants outstanding | 623,834 | 623,834 | 623,834 | ||
Share price | $ 18.5306 | ||||
Change in fair value of warrant liability | $ 55 | $ 2,029 | $ (1,004) | $ 1,881 | |
Private Placement | |||||
Class of Warrant or Right [Line Items] | |||||
Number of shares of common stock called by each warrant | 1 | 1 | |||
Exercise price of warrants | $ 11.50 | $ 11.50 | $ 11.50 | ||
Number of warrants outstanding | 750,000 | 750,000 | |||
Cashless exercise of warrants | 126,166 | ||||
Remaining term | 2 years 2 months 12 days | 2 years 2 months 12 days | |||
Common stock issued based on fair value | 47,867 |
WARRANT LIABILITY - Black-Schol
WARRANT LIABILITY - Black-Scholes option pricing model (Details) | Sep. 30, 2023 Y |
Risk-free interest rate | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants and rights outstanding, measurement input | 0.0460 |
Expected volatility of common stock | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants and rights outstanding, measurement input | 0.4148 |
Expected option term in years | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants and rights outstanding, measurement input | 2.2 |
EARNINGS PER SHARE (Details)
EARNINGS PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Net (loss) income | $ (148) | $ (2,688) | $ 5 | $ (9,013) | $ 26,455 | $ 17,226 | $ (2,831) | $ 34,668 |
Change in fair value of warrant liability | 55 | 2,029 | (1,004) | 1,881 | ||||
Net (loss) income for EPS - Diluted | $ (148) | $ (9,013) | $ (3,835) | $ 34,668 | ||||
Weighted-average number of shares outstanding - basic | 51,321,026 | 51,745,354 | 51,252,581 | 51,707,809 | ||||
Additional shares from assumed exercise of warrants | 126,154 | 188,150 | 179,695 | |||||
Additional shares from assumed stock-settled restricted stock units | 2,326,858 | |||||||
Additional shares from assumed exercise of public warrants | 177,624 | 180 | ||||||
Additional shares issued under the employee stock purchase plan | 1,555 | |||||||
Weighted-average number of shares outstanding - diluted | 51,321,026 | 51,745,354 | 51,430,205 | 54,036,402 | ||||
Earnings per share-basic | ||||||||
(Loss) earnings per share - basic: | $ (0.17) | $ (0.06) | $ 0.67 | |||||
Earnings per share-diluted | ||||||||
(Loss) earnings per share - diluted: | $ (0.17) | $ (0.07) | $ 0.64 | |||||
RSU member | ||||||||
Anti-dilutive shares/units excluded from earnings per share - diluted: | ||||||||
Anti-dilutive excluded from (loss) earnings per share | 2,007,217 | 2,415,638 | 1,869,782 | |||||
Employee Stock | ||||||||
Anti-dilutive shares/units excluded from earnings per share - diluted: | ||||||||
Anti-dilutive excluded from (loss) earnings per share | 6,542 | 4,626 | 1,043 |
BUSINESS SEGMENTS (Details)
BUSINESS SEGMENTS (Details) | 9 Months Ended |
Sep. 30, 2023 segment | |
BUSINESS SEGMENTS | |
Number of business segments | 2 |
BUSINESS SEGMENTS - Selected fi
BUSINESS SEGMENTS - Selected financial information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Segments | |||||
Revenue | $ 92,484 | $ 50,999 | $ 240,081 | $ 313,413 | |
Gross profit | 23,474 | 15,489 | 68,005 | 117,172 | |
Total assets | 553,902 | 531,579 | 553,902 | 531,579 | $ 531,579 |
Asset Management Solutions | |||||
Segments | |||||
Revenue | 65,054 | 20,591 | 150,555 | 209,662 | |
Gross profit | 18,537 | 8,690 | 47,951 | 90,218 | |
Total assets | 382,624 | 233,034 | 382,624 | 233,034 | |
Asset Management Solutions | Aircraft | |||||
Segments | |||||
Revenue | 20,888 | 6,503 | 57,836 | 78,343 | |
Gross profit | 6,656 | 2,480 | 16,871 | 29,779 | |
Asset Management Solutions | Engine | |||||
Segments | |||||
Revenue | 44,166 | 14,088 | 92,719 | 131,319 | |
Gross profit | 11,881 | 6,210 | 31,080 | 60,439 | |
TechOps | |||||
Segments | |||||
Revenue | 27,430 | 30,408 | 89,526 | 103,751 | |
Gross profit | 4,937 | 6,799 | 20,054 | 26,954 | |
Total assets | 156,672 | 141,406 | 156,672 | 141,406 | |
TechOps | Product | |||||
Segments | |||||
Revenue | 4,276 | 4,018 | 10,583 | 7,888 | |
Gross profit | 1,045 | 1,346 | 2,600 | 3,174 | |
TechOps | Whole Asset Sales | |||||
Segments | |||||
Revenue | 218 | 23,605 | |||
Gross profit | 376 | 7,523 | |||
TechOps | MRO services | |||||
Segments | |||||
Revenue | 23,154 | 26,390 | 78,725 | 72,258 | |
Gross profit | 3,892 | 5,453 | 17,078 | 16,257 | |
Corporate | |||||
Segments | |||||
Total assets | $ 14,606 | $ 157,139 | $ 14,606 | $ 157,139 |
BUSINESS SEGMENTS - Gross profi
BUSINESS SEGMENTS - Gross profit to net income (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
BUSINESS SEGMENTS | ||||
Segment gross profit | $ 23,474 | $ 15,489 | $ 68,005 | $ 117,172 |
Selling, general, and administrative expenses | (25,403) | (23,983) | (77,724) | (71,252) |
Interest (expense) income, net | (250) | 393 | 1,178 | 15 |
Other income, net | 127 | 45 | 498 | 526 |
Change in fair value of warrant liability | (55) | (2,029) | 1,004 | (1,881) |
(Loss) income before income tax provision | $ (2,107) | $ (10,085) | $ (7,039) | $ 44,580 |
BUSINESS SEGMENTS - Intersegmen
BUSINESS SEGMENTS - Intersegment revenues (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Segment Reporting Information [Line Items] | ||||
Revenue from contract with customer | $ 92,484 | $ 50,999 | $ 240,081 | $ 313,413 |
Intersegment | ||||
Segment Reporting Information [Line Items] | ||||
Revenue from contract with customer | 3,929 | 4,873 | 15,193 | 20,657 |
Asset Management Solutions | Intersegment | ||||
Segment Reporting Information [Line Items] | ||||
Revenue from contract with customer | 168 | 1,705 | 1,241 | 4,886 |
TechOps | Intersegment | ||||
Segment Reporting Information [Line Items] | ||||
Revenue from contract with customer | $ 3,761 | $ 3,168 | $ 13,952 | $ 15,771 |
FINANCING ARRANGEMENTS (Details
FINANCING ARRANGEMENTS (Details) - Revolving credit agreement - USD ($) $ in Millions | Sep. 30, 2023 | Jul. 25, 2023 | Jul. 20, 2018 |
Financing arrangements | |||
Outstanding borrowings | $ 8.6 | ||
Wells Fargo | |||
Financing arrangements | |||
Debt instrument, face | $ 180 | ||
Maximum borrowing capacity | $ 180 | $ 150 | |
Maximum borrowing capacity, expandable amount | $ 200 |
FINANCING ARRANGEMENTS - Revolv
FINANCING ARRANGEMENTS - Revolving credit facility (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Jun. 30, 2023 | Sep. 30, 2023 | Sep. 30, 2023 | |
Financing arrangements | |||
Proceeds from borrowings | $ 26,100 | ||
Repayments made | $ 17,500 | ||
Revolving credit agreement | |||
Financing arrangements | |||
Interest rate | 9.75% | 9.75% | |
Proceeds from borrowings | $ 26,100 | $ 26,100 | |
Repayments made | 17,500 | ||
Outstanding borrowings | 8,600 | 8,600 | |
Aggregate amount committed | 149,000 | 149,000 | |
Interest expense | 100 | $ 100 | |
Revolving credit agreement | SOFR | |||
Financing arrangements | |||
Spread on variable rate | 2.75% | ||
Equipment Loan | Synovus | |||
Financing arrangements | |||
Debt instrument, face | $ 10,000 | $ 10,000 | |
Maximum borrowing capacity | $ 10,000 | ||
Interest rate | 8.83% | 8.83% | |
Available borrowing capacity | $ 8,600 | $ 8,600 | |
Interest expense | $ 200 | ||
Equipment Loan | SOFR | Synovus | |||
Financing arrangements | |||
Spread on variable rate | 3.50% |
FINANCING ARRANGEMENTS - Equipm
FINANCING ARRANGEMENTS - Equipment Loan (Details) $ in Thousands | Sep. 30, 2023 USD ($) |
Debt Instrument [Line Items] | |
Total payments | $ 7,927 |
Equipment Loan | Synovus | |
Debt Instrument [Line Items] | |
2024 | 1,278 |
2025 | 2,727 |
2026 | 2,971 |
2027 | 1,583 |
Total payments | $ 8,559 |
STOCKHOLDERS' EQUITY - Common S
STOCKHOLDERS' EQUITY - Common Stock (Details) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
STOCKHOLDERS' EQUITY | ||
Par value per share | $ 0.0001 | $ 0.0001 |
Shares authorized | 200,000,000 | 200,000,000 |
Shares issued | 51,328,800 | 51,189,461 |
Shares outstanding | 51,328,800 | 51,189,461 |
STOCKHOLDERS' EQUITY - 2020 Pla
STOCKHOLDERS' EQUITY - 2020 Plan and ESPP (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
2020 Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Common stock issuable | 6,200,000 | 6,200,000 | ||
Performance-based Awards | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting provisions | 1,073,736 | |||
Share-based compensation expense | $ 2 | $ 3.6 | $ 6 | $ 10.6 |
Vesting percentage | 200% | |||
Performance-based Awards | Maximum level of 200% Vesting on December 22, 2022 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting percentage | 33.33% | |||
Performance-based Awards | Maximum level of 200% Vesting on December 22, 2023 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting percentage | 66.66% | |||
Performance-based Awards | Minimum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting percentage | 100% | |||
Performance-based Awards | Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting percentage | 200% | |||
2020 Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting provisions | 121,737 | 23,643,000 | ||
ESPP | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Common stock issuable | 500,000 | 500,000 | ||
Shares issued | 21,551 | 30,099 |
STOCKHOLDERS' EQUITY - Restrict
STOCKHOLDERS' EQUITY - Restricted Stock Unit Activity (Details) - 2020 Plan - $ / shares | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Amount (in Shares) | ||||
Beginning balance | 1,374,383 | 1,669,300,000 | 1,669,300,000 | |
Granted | 359,036 | 278,473,000 | ||
Forfeited | (33,526) | (11,048,000) | ||
Vested | (121,737) | (23,643,000) | ||
Ending balance | 1,578,156 | 1,913,082,000 | 1,374,383 | 1,669,300,000 |
Weighted Average Grant Date Fair Value | ||||
Beginning Balance | $ 10.72 | $ 10.10 | $ 10.10 | |
Granted | 15.01 | 14.80 | ||
Forfeited | 14.86 | 13.39 | ||
Vested | 14.28 | 12.24 | ||
Ending Balance | $ 11.34 | $ 10.74 | $ 10.72 | $ 10.10 |
Weighted Average Contractual Life (Years) | ||||
Granted | 2 years 3 months 18 days | 2 years 5 months 26 days | ||
Forfeited | 2 years 1 month 6 days | 2 years 2 months 12 days | ||
Outstanding | 2 years 11 months 27 days | 2 years 1 month 10 days | 2 years 10 months 17 days | 2 years 7 days |