airs-20240331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________.

Commission file number: 001-40973

AirSculpt Technologies, Inc.

(Exact name of registrant as specified in its charter)


Delaware						87-1471855
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)


1111 Lincoln Road, Suite 802
Miami Beach, FL						33139
(Address of principal executive offices)						(Zip Code)

Registrant’s telephone number, including area code: (786) 709-9690

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.001 per share

AIRS

The Nasdaq Global Market

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

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

The registrant had 57,569,952 shares of common stock outstanding as of May 9, 2024.


		Page
PART I FINANCIAL INFORMATION

Item 1.	Financial Statements	2





	Condensed Consolidated Balance Sheets as of March 31, 2024 (Unaudited) and December 31, 2023	2
	Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2024 and 2023 (Unaudited)	3
	Condensed Consolidated Statements of Other Comprehensive Income/(Loss) for the Three Month s Ended March 31, 2024 and 2023 (Unaudited)	4
	Condensed Consolidated Statements of Changes in Stockholders' Equity for the Three Months Ended March 31, 2024 and 2023 (Unaudited)	5
	Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2024 and 2023 (Unaudited)	6
	Notes to Condensed Consolidated Financial Statements (Unaudited)	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	21
Item 4.	Controls and Procedures	21

PART II OTHER INFORMATION
Item 1.	Legal Proceedings	23
Item 1A.	Risk Factors	23
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	23
Item 3.	Defaults Upon Senior Securities	23
Item 4.	Mine Safety Disclosures	23
Item 5.	Other Information	23
Item 6.	Exhibits	24

Signatures		25


($000s, except for shares)	March 31, 2024		December 31, 2023
	(Unaudited)
Assets
Current assets
Cash and cash equivalents	$	10,969	$	10,262
Taxes receivable	151		1,941
Prepaid expenses and other current assets	3,874		3,758
Total current assets	14,994		15,961
Property and equipment, net	29,781		28,908
Other long-term assets	6,047		5,657
Right of use operating lease assets	25,001		25,413
Intangible assets, net	45,157		46,346
Goodwill	81,734		81,734
Total assets	$	202,714	$	204,019
Liabilities and Stockholders' Equity
Current liabilities
Accounts payable	$	4,322	$	3,922
Accrued payroll and benefits	2,479		4,127
Current portion of long-term debt	2,656		2,125
Deferred revenue and patient deposits	2,038		1,463
Accrued and other current liabilities	4,677		3,303
Current operating lease liabilities	5,593		5,375
Total current liabilities	21,765		20,315
Long-term debt, net	68,522		69,503
Deferred tax liability, net	6,828		6,828
Long-term operating lease liabilities	22,096		22,665
Other long-term liabilities	—		716
Total liabilities	119,211		120,027
Commitments and contingent liabilities (Note 9)
Stockholders' equity
Common stock, $0.001 par value; shares authorized - 450,000,000; shares issued and outstanding - 57,537,393 and 57,355,676, respectively	58		57
Additional paid-in capital	97,219		103,898
Accumulated other comprehensive loss	(252)		(412)
Accumulated deficit	(13,522)		(19,551)
Total stockholders' equity	83,503		83,992
Total liabilities and stockholders' equity	$	202,714	$	204,019


	Three Months Ended March 31,
(in $000s, except for shares and per share figures)		2024		2023
Revenue		$	47,620	$	45,813
Operating expenses:
Cost of service (exclusive of depreciation and amortization)		18,042		18,017
Selling, general and administrative(1)		15,756		23,882

Depreciation and amortization		2,805		2,336
Loss/(gain) on disposal of long-lived assets		5		(184)
Total operating expenses		36,608		44,051
Income from operations		11,012		1,762
Interest expense, net		1,532		1,735
Pre-tax net income		9,480		27
Income tax expense		3,451		41
Net income/(loss)		$	6,029	$	(14)

Income/(loss) per share of common stock
Basic		$	0.10	$	(0.00)
Diluted		$	0.10	$	(0.00)
Weighted average shares outstanding
Basic		57,422,058		56,443,370
Diluted		58,415,163		56,443,370


	Three Months Ended March 31,
($000s)		2024		2023
Net income/(loss)		$	6,029	$	(14)
Other comprehensive income:
Change in foreign currency translation adjustment		160		22
Total other comprehensive income		160		22
Comprehensive income		$	6,189	$	8


	Common Stock			Additional Paid-in Capital		Accumulated Other Comprehensive Income
($000s, except shares and per share figures)	Shares	Amount						Accumulated Deficit		Total
Balance at December 31, 2022	56,181,689	$	56	$	85,858	$	(76)	$	(15,072)	$	70,766
Issuance of common stock through unit vesting	529,571	—		—		—		—		—
Dividends	—	—		66		—		—		66
Equity-based compensation	—	—		4,388		—		—		4,388
Net loss	—	—		—		—		(14)		(14)
Other comprehensive income	—	—		—		22		—		22
Balance at March 31, 2023	56,711,260	$	56	$	90,312	$	(54)	$	(15,086)	$	75,228












Balance at December 31, 2023	57,355,676	$	57	$	103,898	$	(412)	$	(19,551)	$	83,992
Issuance of common stock through unit vesting	181,717	1		—		—		—		1

Dividends	—	—		479		—		—		479
Equity-based compensation	—	—		(6,781)		—		—		(6,781)
Payment of taxes withheld through vested equity-based compensation	—	—		(377)		—		—		(377)
Net income	—	—		—		—		6,029		6,029
Other comprehensive income	—	—		—		160		—		160
Balance at March 31, 2024	57,537,393	$	58	$	97,219	$	(252)	$	(13,522)	$	83,503


	March 31, 2024		December 31, 2023		Useful Life
Technology and know-how	$	53,600	$	53,600	15 years
Trademarks and tradenames	17,700		17,700		15 years
	71,300		71,300
Accumulated amortization of technology and know-how	(19,653)		(18,759)
Accumulated amortization of tradenames and trademarks	(6,490)		(6,195)
Total intangible assets	$	45,157	$	46,346


	March 31, 2024		December 31, 2023
Medical equipment	$	11,688	$	11,576
Office and computer equipment	893		860
Furniture and fixtures	4,508		4,280
Leasehold improvements	24,253		21,982
Construction in progress	1,743		1,910
Less: Accumulated depreciation	(13,304)		(11,700)
Property and equipment, net	$	29,781	$	28,908


	March 31, 2024		December 31, 2023
Term loan	$	72,344	$	72,875
Unamortized debt discounts and issuance costs	(1,166)		(1,247)
Total debt, net	71,178		71,628
Less: Current portion	(2,656)		(2,125)
Long-term debt, net	$	68,522	$	69,503


Year ending December 31,
2024 (excluding the three months ended March 31, 2024)	$	1,594
2025	4,250
2026	6,375
2027	60,125

Total maturities	$	72,344


	March 31, 2024		March 31, 2023
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash outflows from operating leases	$	1,469	$	1,253
Right-of-use assets obtained in exchange for lease obligations:
Operating leases	$	930	$	7,870


	Three Months Ended March 31,
		2024			2023
Cases		3,746			3,640
Case growth		2.9		%	N/A
Revenue per case		$	12,712		$	12,586
Revenue per case growth		1.0		%	N/A
Number of facilities		27			23
Number of total procedure rooms		57			49


	Three Months Ended March 31,
		2024			2023
Cases		3,268			3,640
Case growth		(10.2)		%	N/A
Revenue per case		$	12,637		$	12,586
Revenue per case growth		0.4		%	N/A
Number of facilities		23			23
Number of total procedure rooms		49			49


	Three Months Ended March 31,
($ in thousands)	2024		2023
Cash Flows Provided By (Used For):
Operating activities	$	3,365	$	6,219
Investing activities	(1,562)		(3,815)
Financing activities	(1,096)		(737)
Net increase/(decrease) in cash and cash equivalents	707		1,667


Exhibit Number			Description of Exhibit
31.1*			Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*			Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*†			Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*†			Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS			Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document
101.SCH*			Inline XBRL Taxonomy Extension Schema Document
101.CAL*			Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*			Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*			Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*			Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*			Cover Page Interactive Data File (embedded within the Inline XBRL document)




2024 (excluding the three months ended March 31, 2024)	$	5,079
2025	6,877
2026	6,872
2027	6,292
2028	5,411
Thereafter	13,208
Total lease payments	43,739
Less: imputed interest	(16,051)
Total lease obligations	$	27,688


			AIRSCULPT TECHNOLOGIES, INC.

			By:			/s/ Dennis Dean
						Dennis Dean
						Chief Financial Officer
						(Principal Accounting and Financial Officer)

SEC Form 10-Q filed by AirSculpt Technologies Inc.