airs-20250331

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, 2025

☐ 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 58,779,850 shares of common stock outstanding as of May 1, 2025.


		Page
PART I FINANCIAL INFORMATION

Item 1.	Financial Statements	2





	Condensed Consolidated Balance Sheets as of March 31, 2025 (Unaudited) and December 31, 2024	2
	Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2025 and 2024 (Unaudited)	3
	Condensed Consolidated Statements of Other Comprehensive (Loss)/Income for the Three Months Ended March 31, 2025 and 2024 (Unaudited)	4
	Condensed Consolidated Statements of Changes in Stockholders' Equity for the Three Months Ended March 31, 2025 and 2024 (Unaudited)	5
	Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2025 and 2024 (Unaudited)	6
	Notes to Condensed Consolidated Financial Statements (Unaudited)	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	25
Item 4.	Controls and Procedures	25

PART II OTHER INFORMATION
Item 1.	Legal Proceedings	27
Item 1A.	Risk Factors	27
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	27
Item 3.	Defaults Upon Senior Securities	27
Item 4.	Mine Safety Disclosures	27
Item 5.	Other Information	27
Item 6.	Exhibits	28

Signatures		29


($000s, except for shares)	March 31, 2025		December 31, 2024
	(Unaudited)
Assets
Current assets
Cash and cash equivalents	$	5,553	$	8,235

Taxes receivable	3,364		3,056
Prepaid expenses and other current assets	6,381		5,826
Total current assets	15,298		17,117
Property and equipment, net	35,750		37,471
Other long-term assets	6,863		6,413
Right of use operating lease assets	23,211		25,669
Intangible assets, net	40,404		41,592
Goodwill	81,734		81,734
Total assets	$	203,260	$	209,996
Liabilities and Stockholders' Equity
Current liabilities
Accounts payable	$	4,136	$	6,256
Accrued payroll and benefits	2,230		2,531
Current portion of long-term debt	4,250		4,250
Deferred revenue and patient deposits	2,028		1,169
Accrued and other current liabilities	8,065		8,304
Current operating lease liabilities	6,079		6,099
Total current liabilities	26,788		28,609
Long-term debt, net	64,263		65,456
Deferred tax liability, net	6,576		6,576
Long-term operating lease liabilities	22,833		24,248
Revolving credit funds payable	5,000		5,000
Other long-term liabilities	467		817
Total liabilities	125,927		130,706
Commitments and contingent liabilities (Note 9)
Stockholders' equity
Common stock, $0.001 par value; shares authorized - 450,000,000; shares issued and outstanding - 58,661,268 and 58,369,138, respectively	59		58
Additional paid-in capital	108,525		107,721
Accumulated other comprehensive loss	(602)		(687)
Accumulated deficit	(30,649)		(27,802)
Total stockholders' equity	77,333		79,290
Total liabilities and stockholders' equity	$	203,260	$	209,996


	Three Months Ended March 31,
(in $000s, except for shares and per share figures)	2025		2024
Revenue	$	39,371	$	47,620
Operating expenses:
Cost of service (exclusive of depreciation and amortization)	15,950		18,042
Selling, general and administrative(1)	21,768		15,756

Depreciation and amortization	3,242		2,805
Loss on disposal of long-lived assets	—		5
Total operating expenses	40,960		36,608
(Loss)/income from operations	(1,589)		11,012
Interest expense, net	1,625		1,532
Pre-tax net (loss)/income	(3,214)		9,480
Income tax (benefit)/expense	(367)		3,451
Net (loss)/income	$	(2,847)	$	6,029

(Loss)/income per share of common stock
Basic	$	(0.05)	$	0.10
Diluted	$	(0.05)	$	0.10
Weighted average shares outstanding
Basic	58,536,950		57,422,058
Diluted	58,536,950		58,415,163


	Three Months Ended March 31,
($000s)	2025		2024
Net (loss)/income	$	(2,847)	$	6,029
Other comprehensive (loss)/income:
Change in foreign currency translation adjustment	85		160
Total other comprehensive (loss)/income	85		160
Comprehensive (loss)/income	$	(2,762)	$	6,189


	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, 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













Balance at December 31, 2024	58,369,138	$	58	$	107,721	$	(687)	$	(27,802)	$	79,290
Issuance of common stock through unit vesting	292,130	1		—		—		—		1


Equity-based compensation	—	—		1,239		—		—		1,239
Payment of taxes withheld through vested equity-based compensation	—	—		(56)		—		—		(56)
Net loss	—	—		—		—		(2,847)		(2,847)
Other comprehensive loss	—	—		—		85		—		85
Other	—	$	—	(379)		—		—		(379)
Balance at March 31, 2025	58,661,268	$	59	$	108,525	$	(602)	$	(30,649)	$	77,333


	March 31, 2025		December 31, 2024		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	(23,226)		(22,333)
Accumulated amortization of tradenames and trademarks	(7,670)		(7,375)
Total intangible assets	$	40,404	$	41,592


	March 31, 2025		December 31, 2024
Medical equipment	$	13,698	$	13,568
Office and computer equipment	968		965
Furniture and fixtures	5,060		5,049
Leasehold improvements	34,464		34,270
Construction in progress	2,269		2,251
Less: Accumulated depreciation	(20,709)		(18,632)
Property and equipment, net	$	35,750	$	37,471


	March 31, 2025		December 31, 2024
Term loan	$	69,688	$	70,750
Unamortized debt discounts and issuance costs	(1,175)		(1,044)
Total debt, net	68,513		69,706
Less: Current portion	(4,250)		(4,250)
Long-term debt, net	$	64,263	$	65,456


Year ending December 31,
2025 (excluding the three months ended March 31, 2025)	$	3,188
2026	6,375
2027	60,125


Total maturities	$	69,688


	March 31, 2025		March 31, 2024
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash outflows from operating leases	$	1,681	$	1,469
Right-of-use assets obtained in exchange for lease obligations:
Operating leases	$	—	$	930


Date						Shares
3/26/2025						4,486
3/27/2025						1,132
Total						5,618


	Three Months Ended March 31,
		2025			2024
Cases		3,076			3,746
Case growth		(17.9)		%	N/A
Revenue per case		$	12,799		$	12,712
Revenue per case growth		0.7		%	N/A
Number of facilities		32			27
Number of total procedure rooms		67			57


	Three Months Ended March 31,
		2025			2024
Cases		2,837			3,746
Case growth		(24.3)		%	N/A
Revenue per case		$	12,777		$	12,712
Revenue per case growth		0.5		%	N/A
Number of facilities		27			27
Number of total procedure rooms		57			57


(1) During the first quarter of fiscal year 2024, the Company recorded a cumulative reversal of stock compensation expense of $10.4 million related to reassessing the probability of achieving the performance target on certain of the Company's performance-based stock units. See Note 6 to the condensed consolidated financial statements included in this Quarterly Report on Form 10-Q for further discussion.


Year ending December 31,

2025 (excluding the three months ended March 31, 2025)	$	5,607
2026	7,315
2027	6,743
2028	5,926
2029	4,521
Thereafter	12,124
Total lease payments	42,236
Less: imputed interest	(13,323)
Total lease obligations	$	28,913


	Three Months Ended March 31,
($ in thousands)	2025		2024
Revenue	$	39,371	$	47,620
Operating expenses:
Cost of service (exclusive of depreciation and amortization) (1)	15,950		18,042
Advertising Cost	7,152		8,366
Facility selling, general, and administrative expense	4,816		6,147
Corporate selling, general, and administrative expense (2)	9,800		1,243

Depreciation and amortization	3,242		2,805
Loss/(gain) on disposal of long-lived assets	—		5
Total operating expenses	40,960		36,608
(Loss)/income from operations	(1,589)		11,012
Interest expense, net	1,625		1,532
Pre-tax net (loss)/income	(3,214)		9,480
Income tax expense	(367)		3,451
Net loss	$	(2,847)	$	6,029

Segment assets	$	203,260	$	202,714


	March 31, 2025		December 31, 2024
Accrued advertising costs	$	3,024	$	3,209
Credit card payable	1,746		1,576
Accrued severance	1,400		1,400
Other	1,895		2,119
Accrued and other current liabilities	$	8,065	$	8,304


	Three Months Ended March 31,
($ in 000s)	2025		2024
Cash Flows Provided By (Used For):
Operating activities	$	868	$	3,365
Investing activities	(1,901)		(1,562)
Financing activities	(1,649)		(1,096)
Net (decrease)/increase in cash and cash equivalents	(2,682)		707


Exhibit Number			Description of Exhibit
3.1*			Amended and Restated Certificate of Incorporation
10.1*			RSU Award Grant Notice and Award Agreement between AirSculpt Technologies, Inc. and Yogesh Jashnani
10.2*			PSU Award Grant Notice and Award Agreement between AirSculpt Technologies, Inc. and Yogesh Jashnani
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)


			AIRSCULPT TECHNOLOGIES, INC.

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

			By:			/s/ Philip Bodie
						Philip Bodie
						Chief Accounting Officer
						(Principal Accounting Officer)

SEC Form 10-Q filed by AirSculpt Technologies Inc.