United States securities and exchange commission logo
August 31, 2021
Martin Garmendia
Chief Financial Officer, Treasurer and Secretary
AerSale Corporation
121 Alhambra Plaza
Suite 1700
Coral Gables , FL 33134
Re: AerSale Corp
Form 10-K for the
Fiscal Year Ended December 31, 2020
Filed March 16,
2021
Form 10-Q for the
Quarter Ended June 30, 2021
Filed August 9,
2021
File No. 001-38801
Dear Mr. Garmendia:
We have limited our review of your filing to the financial
statements and related
disclosures and have the following comments. In some of our comments, we
may ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2020
Accounts Receivable, page 48
1. We note you have
recorded an insurance receivable of $2.5 million related to aircraft
leased to Air Indus
that suffered significant damage as the result of a terrorist attack on
June 9, 2014. You also
disclose that you are working with the insurance company to
negotiate final
settlement. Please tell us in further detail how you determined recovery of
this insurance
receivable is probable.
Item 8. Financial Statements and Supplementary Data
Notes to Consolidated Financial Statements
Note B. Summary of Significant Accounting Policies
Martin Garmendia
AerSale Corporation
August 31, 2021
Page 2
Inventory, page 48
2. We note for that for aircraft and engine parts that originate from
dismantled aircraft and
engines, cost is determined using a ratio calculated based on the
relationship of the cost of
the dismantled aircraft or engine at the time of purchase to the total
estimated sales value
of the dismantled aircraft or engine at the time of purchase. You
further state that "At the
time of sale, this ratio is applied to the sale price of each
individual airframe and/or engine
part to determine its allocated cost." Please tell us in further
detail how this ratio is
calculated and applied, please provide us an example.
Form 10-Q for the Quarter Ended June 30, 2021
Note B. Summary of Significant Accounting Policies
Revision of Prior Period Financial Statements, page 7
3. We note that you identified and corrected errors related to the
classification of your
private warrants. You further disclose that as a result of your review
of the SEC April 12,
2021 Public Statement on warrants you concluded that your private
warrants do not meet
the conditions to be classified as equity and instead should be
classified as liabilities.
Please tell us how you account for your public warrants. If you
account for them as equity,
please provide us with your analysis under ASC 815-40 to support your
accounting
treatment for the warrants. As part of your analysis, please address
whether there are any
terms or provisions in the warrant agreement that provide for
potential changes to the
settlement amounts that are dependent upon the characteristics of the
holder of the
warrant, and if so, how you analyzed those provisions in accordance
with the guidance in
ASC 815-40.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
You may contact Amy Geddes at 202-551-3304 or Aamira Chaudhry at
202-551-3389
with any questions.
FirstName LastNameMartin Garmendia Sincerely,
Comapany NameAerSale Corporation
Division of
Corporation Finance
August 31, 2021 Page 2 Office of Trade
& Services
FirstName LastName