airs-20240630

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 June 30, 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 57,592,078 shares of common stock outstanding as of August 8, 2024.


		Page
PART I FINANCIAL INFORMATION

Item 1.	Financial Statements	2





	Condensed Consolidated Balance Sheets as of June 30, 2024 (Unaudited) and December 31, 2023	2
	Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2024 and 2023 (Unaudited)	3
	Condensed Consolidated Statements of Other Comprehensive (Loss)/Income for the Three and Six Months Ended June 30, 2024 and 2023 (Unaudited)	4
	Condensed Consolidated Statements of Changes in Stockholders' Equity for the Three and Six Months Ended June 30, 2024 and 2023 (Unaudited)	5
	Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 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	15
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	24
Item 4.	Controls and Procedures	24

PART II OTHER INFORMATION
Item 1.	Legal Proceedings	25
Item 1A.	Risk Factors	25
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	25
Item 3.	Defaults Upon Senior Securities	25
Item 4.	Mine Safety Disclosures	25
Item 5.	Other Information	25
Item 6.	Exhibits	26

Signatures		27


($000s, except for shares)	June 30, 2024		December 31, 2023
	(Unaudited)
Assets
Current assets
Cash and cash equivalents	$	9,866	$	10,262
Taxes receivable	3,448		1,941
Prepaid expenses and other current assets	8,380		3,758
Total current assets	21,694		15,961
Property and equipment, net	31,815		28,908
Other long-term assets	3,946		5,657
Right of use operating lease assets	26,952		25,413
Intangible assets, net	43,969		46,346
Goodwill	81,734		81,734
Total assets	$	210,110	$	204,019
Liabilities and Stockholders' Equity
Current liabilities
Accounts payable	$	4,562	$	3,922
Accrued payroll and benefits	2,327		4,127
Current portion of long-term debt	3,188		2,125
Deferred revenue and patient deposits	942		1,463
Accrued and other current liabilities	8,453		3,303
Current operating lease liabilities	5,647		5,375
Total current liabilities	25,119		20,315
Long-term debt, net	67,540		69,503
Deferred tax liability, net	6,828		6,828
Long-term operating lease liabilities	24,084		22,665
Other long-term liabilities	1,525		716
Total liabilities	125,096		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 - 57,574,244 and 57,355,676, respectively	58		57
Additional paid-in capital	102,078		103,898
Accumulated other comprehensive loss	(394)		(412)
Accumulated deficit	(16,728)		(19,551)
Total stockholders' equity	85,014		83,992
Total liabilities and stockholders' equity	$	210,110	$	204,019


	Three Months Ended June 30,				Six Months Ended June 30,
(in $000s, except for shares and per share figures)	2024		2023		2024		2023
Revenue	$	51,004	$	55,703	$	98,624	$	101,516
Operating expenses:
Cost of service (exclusive of depreciation and amortization)	18,827		19,952		36,869		37,969
Selling, general and administrative(1)	34,274		27,893		50,030		51,775

Depreciation and amortization	2,885		2,514		5,690		4,850
(Gain)/loss on disposal of long-lived assets	(1)		(18)		4		(202)
Total operating expenses	55,985		50,341		92,593		94,392
(Loss)/income from operations	(4,981)		5,362		6,031		7,124
Interest expense, net	1,515		1,891		3,047		3,626
Pre-tax net (loss)/income	(6,496)		3,471		2,984		3,498
Income tax (benefit)/expense	(3,290)		1,695		161		1,736
Net (loss)/income	$	(3,206)	$	1,776	$	2,823	$	1,762

Income per share of common stock
Basic	$	(0.06)	$	0.03	$	0.05	$	0.03
Diluted	$	(0.06)	$	0.03	$	0.05	$	0.03
Weighted average shares outstanding
Basic	57,557,178		56,753,498		57,489,466		56,599,291
Diluted	57,557,178		58,511,766		58,066,133		58,095,736


	Three Months Ended June 30,				Six Months Ended June 30,
($000s)	2024		2023		2024		2023
Net (loss)/income	$	(3,206)	$	1,776	$	2,823	$	1,762
Other comprehensive (loss)/income:
Change in foreign currency translation adjustment	(142)		(57)		18		(35)
Total other comprehensive (loss)/income	(142)		(57)		18		(35)
Comprehensive (loss)/income	$	(3,348)	$	1,719	$	2,841	$	1,727


	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
Issuance of common stock through unit vesting	73,708	1		—		—		—		1
Distributions	—	—		(79)		—		—		(79)
Equity-based compensation	—	—		4,603		—		—		4,603
Net income	—	—		—		—		1,776		1,776
Other comprehensive loss	—	—		—		(57)		—		(57)
Balance at June 30, 2023	56,784,968	$	57	$	94,836	$	(111)	$	(13,310)	$	81,472






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
Issuance of common stock through unit vesting	36,851	—		—		—		—		—
Dividends	—	—		(14)		—		—		(14)
Equity-based compensation	—	—		4,873		—		—		4,873
Net loss	—	—		—		—		(3,206)		(3,206)
Other comprehensive loss	—	—		—		(142)		—		(142)
Balance at June 30, 2024	57,574,244	$	58	$	102,078	$	(394)	$	(16,728)	$	85,014


	June 30, 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	(20,546)		(18,759)
Accumulated amortization of tradenames and trademarks	(6,785)		(6,195)
Total intangible assets	$	43,969	$	46,346


	June 30, 2024		December 31, 2023
Medical equipment	$	11,995	$	11,576
Office and computer equipment	901		860
Furniture and fixtures	4,606		4,280
Leasehold improvements	27,277		21,982
Construction in progress	2,019		1,910
Less: Accumulated depreciation	(14,983)		(11,700)
Property and equipment, net	$	31,815	$	28,908


	June 30, 2024		December 31, 2023
Term loan	$	71,813	$	72,875
Unamortized debt discounts and issuance costs	(1,085)		(1,247)
Total debt, net	70,728		71,628
Less: Current portion	(3,188)		(2,125)
Long-term debt, net	$	67,540	$	69,503


Year ending December 31,
2024 (excluding the six months ended June 30, 2024)	$	1,063
2025	4,250
2026	6,375
2027	60,125

Total maturities	$	71,813


	June 30, 2024		June 30, 2023
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash outflows from operating leases	$	3,126	$	2,544
Right-of-use assets obtained in exchange for lease obligations:
Operating leases	$	4,360	$	8,991


	Three Months Ended June 30,					Six Months Ended June 30,
	2024			2023		2024			2023
Cases	3,949			4,186		7,695			7,826
Case growth	(5.7)		%	N/A		(1.7)		%	N/A
Revenue per case	$	12,916		$	13,307	$	12,817		$	12,972
Revenue per case growth	(2.9)		%	N/A		(1.2)		%	N/A
Number of facilities	27			25		27			25
Number of total procedure rooms	57			53		57			53


	Three Months Ended June 30,					Six Months Ended June 30,
	2024			2023		2024			2023
Cases	3,598			4,186		6,866			7,826
Case growth	(14.0)		%	N/A		(12.3)		%	N/A
Revenue per case	$	12,836		$	13,307	$	12,741		$	12,972
Revenue per case growth	(3.5)		%	N/A		(1.8)		%	N/A
Number of facilities	25			25		25			25
Number of total procedure rooms	53			53		53			53


Year ending December 31,

2024 (excluding the six months ended June 30, 2024)	$	3,443
2025	7,179
2026	7,049
2027	6,469
2028	5,589
Thereafter	14,621
Total lease payments	44,350
Less: imputed interest	(14,619)
Total lease obligations	$	29,731


	Three Months Ended June 30,						Six Months Ended June 30,
($ in thousands)	2024			2023			2024			2023
Net (loss)/income	$	(3,206)		$	1,776		$	2,823		$	1,762
Plus

Equity-based compensation(1)	4,873			4,603			(1,908)			8,991


Restructuring and related severance costs	4,092			2,151			4,388			3,305
Depreciation and amortization	2,885			2,514			5,690			4,850
(Gain)/loss on disposal of long-lived assets	(1)			(18)			4			(202)
Interest expense, net	1,515			1,891			3,047			3,626
Income tax (benefit)/expense	(3,290)			1,695			161			1,736
Adjusted EBITDA	$	6,868		$	14,612		$	14,205		$	24,068
Adjusted EBITDA Margin	13.5		%	26.2		%	14.4		%	23.7		%

SEC Form 10-Q filed by AirSculpt Technologies Inc.