0001870940false00018709402023-11-092023-11-09

UNITED STATES 
SECURITIES AND EXCHANGE COMMISSION 
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT 
Pursuant to Section 13 or 15(d) 
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 9, 2023
AirSculpt Technologies, Inc. 
(Exact name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction
of Incorporation)
001-40973
(Commission
File Number)
87-1471855
(IRS Employer
Identification No.)
1111 Lincoln Road, Suite 802
Miami Beach, Florida
33139
(Address of Principal Executive Offices)(Zip Code)
(786) 709-9690
(Registrant’s Telephone Number, Including Area Code)
Not applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class:Trading
Symbol(s):		Name of Exchange
on Which Registered:
Common Stock, $0.001 par value per shareAIRSThe Nasdaq Global Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☒


Item 2.02 Results of Operations and Financial Condition.
On November 9, 2023, AirSculpt Technologies, Inc. (the “Company”) issued a press release announcing results for the three and nine months ended September 30, 2023 and reaffirming annual guidance. A copy of the press release is attached hereto as Exhibit 99.1.
In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933.
The Company makes reference to non-GAAP financial measures in the attached press release and a reconciliation of such non-GAAP financial measures to the most directly comparable GAAP financial measures is provided therein.

Item 9.01. Financial Statements and Exhibits.
(d)Exhibits
Exhibit No.Description
99.1
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: November 9, 2023
AirSculpt Technologies, Inc.
By:/s/ Dennis Dean
Name: Dennis Dean
Title: Chief Financial Officer
[Signature Page to the Form 8-K]


Exhibit 99.1
AirSculpt Technologies Announces Third Quarter 2023 Results and Reaffirms 2023 Guidance
MIAMI BEACH, Fla., November 9, 2023 (GLOBE NEWSWIRE) – AirSculpt Technologies, Inc. (NASDAQ:AIRS)(“AirSculpt” or the “Company”), a national provider of premium body contouring procedures, today announced results for the third quarter ended September 30, 2023.

•Cases increased 19.0% over the prior year period to 3,426
•Revenue increased 20.3% over the prior year to $46.8 million
•Net loss of $(1.7) million for the quarter compared to $(7.4) million in the prior year period
•Diluted loss per share for the quarter of $(0.03)
•Diluted adjusted net income per share for the quarter of $0.05
•Opened facilities in San Jose, CA and Raleigh, NC
"I am pleased with our performance for the third quarter reflecting a 20% year over year increase in total revenue and a 5.3% increase in same store sales growth,” said Todd Magazine, Chief Executive Officer of AirSculpt. "We are pleased to see a return to same store growth, which further supports the demand for AirSculpt procedures. With the openings of centers in San Jose, CA, and Raleigh, NC, we have now opened five new centers in 2023, the highest number in a single year in our company's history. Importantly, all five new centers are performing in line or above our original expectations. As announced previously, we have a robust pipeline of de novo centers, which will include at least six openings in 2024."
Third Quarter 2023 Results
Case volume was 3,426 for the third quarter of 2023, representing growth of 19.0% over the prior year period case volume of 2,879. Revenue for the third quarter of 2023 increased by 20.3% to $46.8 million from $38.9 million in the prior year period. Net loss for the quarter was $(1.7) million compared to $(7.4) million in the prior year period. The Company’s adjusted EBITDA for the quarter was $9.1 million compared to $8.1 million for the prior year period, reflecting a 12.2% growth rate. For the three months ended September 30, 2023 and 2022, pre-opening de novo and relocation costs were $0.5 million and $1.1 million, respectively.
Year to Date 2023 Results
Case volume was 11,252 for year to date 2023, representing growth of 15.7% over the prior year case volume of 9,726. Revenue for 2023 increased by 15.8% to $148.3 million from $128.1 million in the prior year period. Year to date net income/(loss) for 2023 increased to $0.1 million compared to a net loss of $(7.5) million from the prior year period. For the nine months ended September 30, 2023, the Company’s adjusted EBITDA was $33.1 million compared to $31.0 million for the prior year period. For the nine months ended September 30, 2023 and 2022, pre-opening de novo and relocation costs were $3.3 million and $3.2 million, respectively.
2023 Outlook
The Company reaffirms full year 2023 revenue and adjusted EBITDA guidance as follows:
•Revenues of approximately $196 million
•Adjusted EBITDA of at least $45 million
•Adjusted EBITDA to cash flow from operations conversion ratio of approximately 65% (1)
•Five new center openings
Pre-opening costs are projected to be approximately $5 million for the full year 2023. The Company opened two additional centers in the third quarter of 2023 bringing the total of new openings to five and achieving the full year target for center openings. For additional information on forward-looking statements, see the section titled "Forward-Looking Statements" below.
(1) Calculated as cash flow from operating activities divided by Adjusted EBITDA.
1


Liquidity
As of September 30, 2023, the Company had $8.7 million in cash and cash equivalents and $5.0 million of borrowing capacity under its revolving credit facility. During the quarter, the Company voluntarily made a $10.0 million prepayment on its outstanding term loan debt to further strengthen its balance sheet. The Company generated $0.6 million and $19.1 million in operating cash flow for the three and nine months ended September 30, 2023, compared to $0.3 million and $17.8 million for the same periods of 2022.
Conference Call Information
AirSculpt will hold a conference call today, November 10, 2023 at 8:30 am (Eastern Time). The conference call can be accessed by dialing 1-877-407-9716 (toll-free domestic) or 1-201-493-6779 (international) using the conference ID 13741347 or by visiting the link below to request a return call for instant telephone access to the event.
https://callme.viavid.com/viavid/?callme=true&passcode=13725116&h=true&info=company&r=true&B=6

The live webcast may be accessed via the investor relations section of the AirSculpt Technologies website at https://investors.elitebodysculpture.com. A replay of the webcast will be available for approximately 90 days following the call.
To learn more about AirSculpt Technologies, please visit the Company's website at https://investors.elitebodysculpture.com. AirSculpt Technologies uses its website as a channel of distribution for material Company information. Financial and other material information regarding AirSculpt Technologies is routinely posted on the Company's website and is readily accessible.
About AirSculpt
AirSculpt is an experienced, fast-growing national provider of body contouring procedures delivering a premium consumer experience under its brand, Elite Body Sculpture. At Elite Body Sculpture, we provide custom body contouring using our proprietary AirSculpt® method that removes unwanted fat in a minimally invasive procedure, producing dramatic results. It is our mission to generate the best results for our patients.
Forward-Looking Statements
This press release contains forward-looking statements. In some cases, you can identify these statements by forward-looking words such as “may,” “might,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue,” the negative of these terms and other comparable terminology. These forward-looking statements, which are subject to risks, uncertainties, and assumptions about us, may include projections of our future financial performance, our anticipated growth strategies, and anticipated trends in our business. These statements are only predictions based on our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance, or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements, including those factors discussed in the section titled “Risk Factors” in our Annual Report on Form 10-K.
Our future results could be affected by a variety of other factors, including, but not limited to, failure to open and operate new centers in a timely and cost-effective manner; inability to open new centers due to rising interest rates and increased operating expenses due to rising inflation; shortages or quality control issues with third-party manufacturers or suppliers; competition for surgeons; litigation or medical malpractice claims; inability to protect the confidentiality of our proprietary information; changes in the laws governing the corporate practice of medicine or fee-splitting; changes in the regulatory, economic and other conditions of the states and jurisdictions where our facilities are located; and business disruption or other losses from war, pandemic, terrorist acts or political unrest.
The risk factors discussed in “Risk Factors” in our Annual Report on Form 10-K could cause our results to differ materially from those expressed in the forward-looking statements made in this press release.
There also may be other risks that are currently unknown to us or that we are unable to predict at this time.
Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance, or achievements. Moreover, neither we nor any other person
2


assumes responsibility for the accuracy and completeness of any of these forward-looking statements. Forward-looking statements speak only as of the date they were made, and we are under no duty to update any of these forward-looking statements after the date of this press release to conform our prior statements to actual results or revised expectations, except as required by law.
Use of Non-GAAP Financial Measures
The Company reports financial results in accordance with generally accepted accounting principles in the United States (“GAAP”), however, the Company believes the evaluation of ongoing operating results may be enhanced by a presentation of Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income and Adjusted Net Income per Share, which are non-GAAP financial measures. Although the Company provides guidance for Adjusted EBITDA, it is not able to provide guidance for net income, the most directly comparable GAAP measure. Certain elements of the composition of net income, including equity-based compensation, are not predictable, making it impractical for us to provide guidance on net income or to reconcile our Adjusted EBITDA guidance to net income without unreasonable efforts. For the same reasons, the Company is unable to address the probable significance of the unavailable information regarding net income, which could be material to future results.
These non-GAAP financial measures are not intended to replace financial performance measures determined in accordance with GAAP. Rather, they are presented as supplemental measures of the Company's performance that management believes may enhance the evaluation of the Company's ongoing operating results. These non-GAAP financial measures are not presented in accordance with GAAP, and the Company’s computation of these non-GAAP financial measures may vary from similar measures used by other companies. These measures have limitations as an analytical tool and should not be considered in isolation or as a substitute or alternative to revenue, net income, operating income, cash flows from operating activities, total indebtedness or any other measures of operating performance, liquidity or indebtedness derived in accordance with GAAP.

3

AirSculpt Technologies, Inc. and Subsidiaries
Selected Consolidated Financial Data
(Dollars in thousands, except shares and per share amounts)

Three Months Ended
September 30,		Nine Months Ended
September 30,
2023202220232022
Revenue$46,793$38,892$148,309$128,090
Operating expenses:
Cost of service18,17514,88856,14447,042
Selling, general and administrative25,03023,39776,80573,574
Depreciation and amortization2,6291,9947,4795,842
Loss/(gain) on disposal of long-lived assets4(12)(198)215
Total operating expenses45,83840,267140,230126,673
Income/(loss) from operations955(1,375)8,0791,417
Interest expense, net1,8361,7705,4624,821
Pre-tax net (loss)/income(881)(3,145)2,617(3,404)
Income tax expense7864,2322,5224,083
Net (loss)/income$(1,667)$(7,377)$95$(7,487)
Income/(loss) per share of common stock
Basic$(0.03)$(0.13)$0.00 $(0.13)
Diluted$(0.03)$(0.13)$0.00 $(0.13)
Weighted average shares outstanding
Basic56,785,087 55,640,154 56,661,903 55,640,154 
Diluted56,785,087 55,640,154 58,329,685 55,640,154 



4

AirSculpt Technologies, Inc. and Subsidiaries
Selected Financial and Operating Data
(Dollars in thousands, except per case amounts)
September 30,
2023		December 31,
2022
Balance Sheet Data (at period end):
Cash and cash equivalents$8,660 $9,616 
Total current assets16,410 16,676 
Total assets$204,123 $200,759 
Current portion of long-term debt$2,125 $2,125 
Deferred revenue and patient deposits1,562 2,358 
Total current liabilities19,793 22,318 
Long-term debt, net70,603 81,420 
Total liabilities$119,932 $129,993 
Total stockholders’ equity$84,191 $70,766 

Three Months Ended
September 30,		Nine Months Ended
September 30,
2023202220232022
Cash Flow Data:
Net cash provided by (used in):
Operating activities$635 $329 $19,090 $17,807 
Investing activities(2,116)(4,587)(8,092)(10,726)
Financing activities(10,638)(23,395)(11,954)(24,828)

Three Months Ended
September 30,		Nine Months Ended
September 30,
2023202220232022
Other Data:
Number of facilities27202720
Number of total procedure rooms57435743
Cases3,4262,87911,2529,726
Revenue per case$13,658$13,509$13,181$13,170
Adjusted EBITDA (1) (3)
$9,075$8,085$33,143$31,004
Adjusted EBITDA margin (2)
19.4%20.8%22.3%24.2%
(1) A reconciliation of this non-GAAP financial measure appears below.
(2) Defined as Adjusted EBITDA as a percentage of revenue.
(3) For the three months ended September 30, 2023 and 2022, pre-opening de novo and relocation costs were $0.5 million and $1.1 million, respectively. For the nine months ended September 30, 2023 and 2022, pre-opening de novo and relocation costs were $3.3 million and $3.2 million, respectively.

5

AirSculpt Technologies, Inc. and Subsidiaries
Supplemental Information
(Dollars in thousands, except per case amounts)
Three Months Ended
September 30,		Nine Months Ended
September 30,
2023202220232022
Same-center Information (1):
Cases2,9942,8799,4349,462
Case growth4.0%N/A(0.3)%N/A
Revenue per case$13,679$13,507$13,194$13,142
Revenue per case growth1.3%N/A0.4%N/A
Number of facilities20201818
Number of total procedure rooms43433838
(1) For the three months ended September 30, 2023 and 2022, we define same-center case and revenue growth as the growth in each of our cases and revenue at facilities that have been owned and operated since July 1, 2022. We define same-center facilities and procedure rooms as facilities and procedure rooms that have been owned or operated since July 1, 2022.
For the nine months ended September 30, 2023 and 2022, we define same-center case and revenue growth as the growth in each of our cases and revenue at facilities that have been owned and operated since January 1, 2022. We define same-center facilities and procedure rooms as facilities and procedure rooms that have been owned or operated since January 1, 2022.

6

AirSculpt Technologies, Inc. and Subsidiaries
Reconciliation of Non-GAAP Financial Measures
(Dollars in thousands)
We report our financial results in accordance with GAAP, however, management believes the evaluation of our ongoing operating results may be enhanced by a presentation of Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income and Adjusted Net Income per Share, which are non-GAAP financial measures.
We define Adjusted EBITDA as net income/(loss) excluding depreciation and amortization, net interest expense, income tax expense/(benefit), restructuring and related severance costs, IPO related costs, (gain)/loss on disposal of long-lived assets, and equity-based compensation.
We define Adjusted Net Income as net income/(loss) excluding, restructuring and related severance costs, IPO related costs, (gain)/loss on disposal of long-lived assets, equity-based compensation and the tax effect of these adjustments.
We include Adjusted EBITDA and Adjusted Net Income because they are important measures on which our management assesses and believes investors should assess our operating performance. We consider Adjusted EBITDA and Adjusted Net Income to be an important measure because they help illustrate underlying trends in our business and our historical operating performance on a more consistent basis. Adjusted EBITDA has limitations as an analytical tool including: (i) Adjusted EBITDA does not include results from equity-based compensation and (ii) Adjusted EBITDA does not reflect interest expense on our debt or the cash requirements necessary to service interest or principal payments. Adjusted Net Income has limitations as an analytical tool because it does not include results from equity-based compensation.
We define Adjusted EBITDA Margin as Adjusted EBITDA as a percentage of revenue. We define Adjusted Net Income per Share as Adjusted Net Income divided by weighted average basic and diluted shares. We included Adjusted EBITDA Margin and Adjusted Net Income per Share because they are important measures on which our management assesses and believes investors should assess our operating performance. We consider Adjusted EBITDA Margin and Adjusted Net Income per Share to be important measures because they help illustrate underlying trends in our business and our historical operating performance on a more consistent basis.
The following table reconciles Adjusted EBITDA and Adjusted EBITDA Margin to net (loss)/income, the most directly comparable GAAP financial measure:
Three Months Ended
September 30,		Nine Months Ended
September 30,
2023202220232022
Net (loss)/income$(1,667)$(7,377)$95 $(7,487)
Plus
Equity-based compensation4,492 7,370 

13,483 21,961 
IPO related costs— — 

— 731 
Restructuring and related severance costs995 108 4,300 838 
Depreciation and amortization2,629 1,994 

7,479 5,842 
Loss/(gain) on disposal of long-lived assets4 (12)(198)215 
Interest expense, net1,836 1,770 

5,462 4,821 
Income tax expense786 4,232 

2,522 4,083 
Adjusted EBITDA$9,075 $8,085 $33,143 $31,004 
Adjusted EBITDA Margin19.4 %20.8 %22.3 %24.2 %
    
For the three months ended September 30, 2023 and 2022, pre-opening de novo and relocation costs were $0.5 million and $1.1 million, respectively. For the nine months ended September 30, 2023 and 2022, pre-opening de novo and relocation costs were $3.3 million and $3.2 million, respectively.
7

AirSculpt Technologies, Inc. and Subsidiaries
Reconciliation of Non-GAAP Financial Measures
(Dollars in thousands)
The following table reconciles Adjusted Net Income and Adjusted Net Income per Share to net loss, the most directly comparable GAAP financial measure:
Three Months Ended
September 30,		Nine Months Ended
September 30,
2023202220232022
Net (loss)/income$(1,667)$(7,377)$95 $(7,487)
Plus
Equity-based compensation4,492 7,370 13,483 21,961 
IPO related costs— — — 731 
Restructuring and related severance costs995 108 4,300 838 
Loss/(gain) on disposal of long-lived assets4 (12)(198)215 
Tax effect of adjustments(751)(770)(2,079)(1,770)
Adjusted net income/(loss)$3,073 $(681)$15,601 $14,488 
Adjusted net income/(loss) per share of common stock (1)
Basic$0.05 $(0.01)$0.28 $0.26 
Diluted$0.05 $(0.01)$0.27 $0.26 
Weighted average shares outstanding
Basic56,785,087 55,640,154 56,661,903 55,640,154 
Diluted58,954,829 55,640,154 58,329,685 55,744,603 
(1)    Diluted Adjusted Net Income Per Share is computed by dividing adjusted net income by the weighted-average number of shares of common stock outstanding adjusted for the dilutive effect of all potential shares of common stock.


Investor Contact
Steven Halper/Caroline Paul
Managing Directors, LifeSci Advisors
investors@elitebodysculpture.com

Media Contact
Stephanie Evans Greene
Chief Marketing Officer
AirSculpt Technologies, Inc.
sevansgreene@elitebodysculpture.com
8

v3.23.3
Cover
Nov. 09, 2023
Cover [Abstract]  
Document Type 8-K
Document Period End Date Nov. 09, 2023
Entity Registrant Name AirSculpt Technologies, Inc.
Entity Incorporation, State or Country Code DE
Entity File Number 001-40973
Entity Tax Identification Number 87-1471855
Entity Address, Address Line One 1111 Lincoln Road
Entity Address, Address Line Two Suite 802
Entity Address, City or Town Miami Beach
Entity Address, State or Province FL
Entity Address, Postal Zip Code 33139
City Area Code 786
Local Phone Number 709-9690
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, $0.001 par value per share
Trading Symbol AIRS
Security Exchange Name NASDAQ
Entity Emerging Growth Company true
Entity Ex Transition Period true
Entity Central Index Key 0001870940
Amendment Flag false
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