airs-20250630

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, 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 62,436,670 shares of common stock outstanding as of July 31, 2025.


		Page
PART I FINANCIAL INFORMATION

Item 1.	Financial Statements	2





	Condensed Consolidated Balance Sheets as of June 3 0 , 2025 (Unaudited) and December 31, 2024	2
	Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 3 0 , 2025 and 2024 (Unaudited)	3
	Condensed Consolidated Statements of Other Comprehensive (Loss)/Income for the Three and Six Months Ended June 3 0 , 2025 and 2024 (Unaudited)	4
	Condensed Consolidated Statements of Changes in Stockholders' Equity for the Three and Six Months Ended June 30 , 2025 and 2024 (Unaudited)	5
	Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 3 0 , 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	27
Item 4.	Controls and Procedures	27

PART II OTHER INFORMATION
Item 1.	Legal Proceedings	29
Item 1A.	Risk Factors	29
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	29
Item 3.	Defaults Upon Senior Securities	29
Item 4.	Mine Safety Disclosures	29
Item 5.	Other Information	29
Item 6.	Exhibits	30

Signatures		31


($000s, except for shares)	June 30, 2025		December 31, 2024
	(Unaudited)
Assets
Current assets
Cash and cash equivalents	$	8,189	$	8,235

Taxes receivable	1,805		3,056
Prepaid expenses and other current assets	6,411		5,826
Total current assets	16,405		17,117
Property and equipment, net	33,849		37,471
Other long-term assets	5,644		6,413
Right of use operating lease assets	21,519		25,669
Intangible assets, net	39,216		41,592
Goodwill	81,734		81,734
Total assets	$	198,367	$	209,996
Liabilities and Stockholders' Equity
Current liabilities
Accounts payable	$	3,337	$	6,256
Accrued payroll and benefits	2,652		2,531
Current portion of long-term debt	4,550		4,250
Deferred revenue and patient deposits	1,121		1,169
Accrued and other current liabilities	8,114		8,304
Current operating lease liabilities	6,055		6,099
Total current liabilities	25,829		28,609
Long-term debt, net	53,188		65,456
Deferred tax liability, net	6,576		6,576
Long-term operating lease liabilities	21,511		24,248
Revolving credit funds payable	—		5,000
Other long-term liabilities	106		817
Total liabilities	107,210		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 - 62,436,670 and 58,369,138, respectively	62		58
Additional paid-in capital	123,885		107,721
Accumulated other comprehensive loss	(1,550)		(687)
Accumulated deficit	(31,240)		(27,802)
Total stockholders' equity	91,157		79,290
Total liabilities and stockholders' equity	$	198,367	$	209,996


	Three Months Ended June 30,				Six Months Ended June 30,
(in $000s, except for shares and per share figures)	2025		2024		2025		2024
Revenue	$	44,012	$	51,004	$	83,383	$	98,624
Operating expenses:
Cost of service (exclusive of depreciation and amortization)	17,201		18,827		33,151		36,869
Selling, general and administrative(1)	22,671		34,274		44,439		50,030

Depreciation and amortization	3,246		2,885		6,488		5,690
Loss/(gain) on disposal of long-lived assets	108		(1)		108		4
Total operating expenses	43,226		55,985		84,186		92,593
Income/(loss) from operations	786		(4,981)		(803)		6,031
Interest expense, net	1,562		1,515		3,187		3,047
Pre-tax net (loss)/income	(776)		(6,496)		(3,990)		2,984
Income tax (benefit)/expense	(185)		(3,290)		(552)		161
Net (loss)/income	$	(591)	$	(3,206)	$	(3,438)	$	2,823

(Loss)/income per share of common stock
Basic	$	(0.01)	$	(0.06)	$	(0.06)	$	0.05
Diluted	$	(0.01)	$	(0.06)	$	(0.06)	$	0.05
Weighted average shares outstanding
Basic	59,590,033		57,557,178		59,066,400		57,489,466
Diluted	59,590,033		57,557,178		59,066,400		58,066,133


	Three Months Ended June 30,				Six Months Ended June 30,
($000s)	2025		2024		2025		2024
Net (loss)/income	$	(591)	$	(3,206)	$	(3,438)	$	2,823
Other comprehensive (loss)/income:
Change in foreign currency translation adjustment	(958)		(142)		(873)		18
Total other comprehensive (loss)/income	(958)		(142)		(873)		18
Comprehensive (loss)/income	$	(1,549)	$	(3,348)	$	(4,311)	$	2,841


	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
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







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
Issuance of common stock through unit vesting	22,820	—		—		—		—		—
Issuance of common stock through public offerings, net	3,752,582	3		14,008		—		—		14,011
Equity-based compensation	—	—		1,352		—		—		1,352
Net loss	—	—		—		—		(591)		(591)
Other comprehensive loss	—	—		—		(958)		—		(958)
Other	—	—		—		10		—		10
Balance at June 30, 2025	62,436,670	$	62	$	123,885	$	(1,550)	$	(31,240)	$	91,157


	June 30, 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	(24,119)		(22,333)
Accumulated amortization of tradenames and trademarks	(7,965)		(7,375)
Total intangible assets	$	39,216	$	41,592


	June 30, 2025		December 31, 2024
Medical equipment	$	13,781	$	13,568
Office and computer equipment	970		965
Furniture and fixtures	4,903		5,049
Leasehold improvements	34,679		34,270
Construction in progress	2,271		2,251
Less: Accumulated depreciation	(22,755)		(18,632)
Property and equipment, net	$	33,849	$	37,471


	June 30, 2025		December 31, 2024
Term loan	$	58,777	$	70,750
Unamortized debt discounts and issuance costs	(1,039)		(1,044)
Total debt, net	57,738		69,706
Less: Current portion	(4,550)		(4,250)
Long-term debt, net	$	53,188	$	65,456


Year ending December 31,
2025 (excluding the six months ended June 30, 2025)	$	1,820
2026	5,460
2027	51,497


Total maturities	$	58,777


	June 30, 2025		June 30, 2024
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash outflows from operating leases	$	3,497	$	3,126
Right-of-use assets obtained in exchange for lease obligations:
Operating leases	$	—	$	4,360


Date						Shares
3/26/2025						4,486
3/27/2025						1,132
Q1 Total						5,618

4/1/2025						51,513
4/2/2025						67,069
Q2 Total						118,582


Year ending December 31,

2025 (excluding the six months ended June 30, 2025)	$	3,803
2026	7,348
2027	6,776
2028	5,959
2029	4,554
Thereafter	12,205
Total lease payments	40,645
Less: imputed interest	(13,075)
Total lease obligations	$	27,570

SEC Form 10-Q filed by AirSculpt Technologies Inc.