airs-20220331

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, 2022

☐ 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.)


400 Alton Road, Unit TH-103M
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 o No x

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 ☒

As of May 12, 2022, there were 55,640,154 shares of the registrant’s common stock outstanding.


		Page
PART I FINANCIAL INFORMATION

Item 1.	Financial Statements	2





	Condensed Consolidated Balance Sheets as of March 31, 2022 (Unaudited) and December 31, 2021	2
	Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2022 and 2021 (Unaudited)	3
	Condensed Consolidated Statements of Changes in Member’s /Stockholders' Equity for the Three Months Ended March 31, 2022 and 2021 (Unaudited)	4
	Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2022 and 2021 (Unaudited)	5
	Notes to Condensed Consolidated Financial Statements (Unaudited)	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	20
Item 4.	Controls and Procedures	20

PART II OTHER INFORMATION
Item 1.	Legal Proceedings	20
Item 1A.	Risk Factors	21
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	21
Item 3.	Defaults Upon Senior Securities	21
Item 4.	Mine Safety Disclosures	21
Item 5.	Other Information	21
Item 6.	Exhibits	22

Signatures		23


	March 31, 2022		December 31, 2021
($000s)	(Unaudited)
Assets
Current assets
Cash and cash equivalents	$	27,229	$	25,347
Prepaid expenses and other current assets	5,133		4,093
Total current assets	32,362		29,440
Property and equipment, net	17,306		13,627
Other long-term assets	1,859		1,742
Right of use operating lease assets	19,304		18,159
Intangible assets, net	54,664		55,852
Goodwill	81,734		81,734
Total assets	$	207,229	$	200,554
Liabilities and Stockholders' Equity
Current liabilities
Accounts payable	$	3,394	$	2,670
Accrued payroll and benefits	2,389		2,509
Current portion of long-term debt	850		850
Deferred revenue and patient deposits	2,406		2,810
Accrued and other current liabilities	3,066		4,103
Current right of use operating lease liabilities	3,806		3,473
Total current liabilities	15,911		16,415
Long-term debt, net	81,750		81,755
Deferred tax liability	4,351		4,351
Long-term right of use operating lease liabilities	15,348		14,505
Total liabilities	117,360		117,026
Commitments and contingent liabilities (Note 10)
Stockholders' equity
Common stock, $0.001 par value; shares authorized - 450,000,000; shares issued and outstanding - 55,640,154	56		56
Additional paid-in capital	90,899		83,865
Accumulated deficit	(1,086)		(393)
Total stockholders’ equity	89,869		83,528
Total liabilities and stockholders' equity	$	207,229	$	200,554


	Three Months Ended March 31,
($000s)	2022		2021
Revenue	$	39,544	$	26,141
Operating expenses:
Cost of service (exclusive of depreciation and amortization shown below)	14,662		8,785
Selling, general and administrative	24,167		8,658

Depreciation and amortization	1,886		1,491
Total operating expenses	40,715		18,934
(Loss)/income from operations	(1,171)		7,207
Interest expense, net	1,492		586
Pre-tax net (loss)/income	(2,663)		6,621
Income tax benefit	(1,970)		—
Net (loss)/income	$	(693)	$	6,621

(Loss) per share of common stock
Basic	$	(0.01)	N/A
Diluted	$	(0.01)	N/A
Weighted average shares outstanding
Basic	55,640,154		N/A
Diluted	55,640,154		N/A


			Common Stock
($000s)	Member’s Equity		Shares	Amount		Additional Paid-in Capital		Accumulated Deficit		Total














Balance at December 31, 2020	$	123,676	—	$	—	$	—	$	—	$	123,676

Distributions	(3,658)		—	—		—		—		(3,658)
Equity-based compensation	86		—	—		—		—		86
Net income	6,621		—	—		—		—		6,621







Balance at March 31, 2021	$	126,725	—	$	—	$	—	$	—	$	126,725


	March 31, 2022		December 31, 2021		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	(12,506)		(11,613)
Accumulated amortization of tradenames and trademarks	(4,130)		(3,835)
Total intangible assets	$	54,664	$	55,852


	March 31, 2022		December 31, 2021
Medical equipment	$	4,452	$	3,753
Office and computer equipment	236		207
Furniture and fixtures	2,364		1,976
Leasehold improvements	10,492		7,726
Construction in progress	3,363		2,873
Less: Accumulated depreciation	(3,601)		(2,908)
Property and equipment, net	$	17,306	$	13,627


	March 31, 2022		December 31, 2021
Term loan	$	84,050	$	84,262
Unamortized debt discounts and issuance costs	(1,450)		(1,657)
Total debt, net	82,600		82,605
Less: Current portion	(850)		(850)
Long-term debt, net	$	81,750	$	81,755


	March 31, 2022		March 31, 2021
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash outflows from operating leases	$	978	$	728
Right-of-use assets obtained in exchange for lease obligations:
Operating leases	$	2,073	$	—


Year ended December 31,

2022 (excluding the three months ended March 31, 2022)	$	3,170
2023	4,278
2024	4,179
2025	4,150
2026	3,737
Thereafter	4,530
Total lease payments	24,044
Less: imputed interest	(4,890)
Total lease obligations	$	19,154


	Three Months Ended March 31,
($ in thousands)	2022			2021
Net (loss)/income	$	(693)		$	6,621
Plus
Sponsor management fee	—			125
Equity-based compensation	7,316			86

IPO related costs	731			—
Pre-opening de novo and relocation costs	847			552
Restructuring and related severance costs	179			109
Depreciation and amortization	1,886			1,491
Interest expense, net	1,492			586
Income tax benefit	(1,970)			—
Adjusted EBITDA	$	9,788		$	9,570
Adjusted EBITDA Margin	24.8		%	36.6		%


	Three Months Ended March 31,
	2022			2021
Cases	3,156			2,408
Case growth	31.1		%	N/A
Revenue per case	$	12,530		$	10,856
Revenue per case growth	15.4		%	N/A
Number of facilities	19			14
Number of total procedure rooms	36			23


	Three Months Ended March 31,
	2022			2021
Cases	2,702			2,408
Case growth	12.2		%	N/A
Revenue per case	$	12,436		$	10,856
Revenue per case growth	14.6		%	N/A
Number of facilities	14			14
Number of total procedure rooms	26			23


	Three Months Ended March 31,
($ in thousands)	2022		2021
Cash Flows Provided By (Used For):
Operating activities	$	7,080	$	9,178
Investing activities	(4,274)		(1,592)
Financing activities	(924)		(3,757)
Net increase in cash and cash equivalents	1,882		3,829


Exhibit Number			Description of Exhibit
10.1*+			Form of AirSculpt Technologies, Inc. 2022 PSU Award Grant Notice and Award Agreement (File No. 001-40973), filed with Securities and Exchange Commission on March 3, 2022
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 Accounting and Financial Officer)

SEC Form 10-Q filed by AirSculpt Technologies Inc.