0001870940false00018709402024-08-092024-08-09

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): August 9, 2024
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 August 9, 2024, AirSculpt Technologies, Inc. (the “Company”) issued a press release announcing results for the three and six months ended June 30, 2024. 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: August 9, 2024
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 Reports Second Quarter Fiscal 2024 Results
Second Quarter Revenue of $51.0 million, Net Loss of $3.2 million and Adjusted EBITDA of $6.9 million
Company Revises 2024 Guidance

MIAMI BEACH, Fla., August 9, 2024 (GLOBE NEWSWIRE) – AirSculpt Technologies, Inc. (NASDAQ:AIRS)(“AirSculpt” or the “Company”), a national provider of premium body contouring procedures, today announced results for the second quarter and first six months ended June 30, 2024. The Company also announced that Dennis Dean, Chief Financial Officer of the Company has assumed the position of Interim Chief Executive Officer as Todd Magazine has resigned from the Chief Executive Officer role and as a member of the Board of Directors. Mr. Magazine will continue in an advisory role while the Board of Directors conducts a search for a permanent successor.
“I step into the role as interim CEO disappointed with our second quarter results and eager to apply my financial foresight to lead the strategy that improves the foundation in support of our future growth,” said, Dennis Dean, Interim Chief Executive Officer and Chief Financial Officer.
“Our revenue performance in the quarter reflected the challenging consumer spending environment with profitability further pressured by brand awareness spend, which has a much longer case conversion cycle,” Mr. Dean continued. “Despite this, our de novo locations opened during 2023 performed ahead of our expectations demonstrating the strong demand for our procedures and our ongoing ability to successfully identify and open centers. Our priorities in the near term are to return to our core business, reduce costs, stabilize revenue and maintain our strong and durable balance sheet. Since our founding twelve years ago, we have provided more than 60,000 positive patient experiences with our body contouring procedures.”
Second Quarter 2024 Results
•Case volume was 3,949 for the second quarter of 2024, representing a 5.7% decline from the fiscal year 2023 second quarter case volume of 4,186;
•Revenue declined 8.4% to $51.0 million from $55.7 million in the fiscal 2023 second quarter;
•Net loss for the quarter was $3.2 million compared to net income of $1.8 million in the fiscal 2023 second quarter; and
•Adjusted EBITDA was $6.9 million compared to $14.6 million for the fiscal 2023 second quarter.
First Six Months 2024 Results
•Case volume was 7,695 a decline of 1.7% from the first six months of fiscal 2023 case volume of 7,826;
•Revenue declined 2.8% to $98.6 million from $101.5 million in the first six months of fiscal 2023;
•Net income was $2.8 million compared to net income of $1.8 million in the prior year period; and
•Adjusted EBITDA was $14.2 million compared to $24.1 million for the prior year period.
2024 Outlook
The Company is revising its full year 2024 revenue and adjusted EBITDA guidance as follows:
•Revenues of approximately $180 to $190 million
•Adjusted EBITDA of approximately $23 to $28 million
•Adjusted EBITDA to cash flow from operations conversion ratio of approximately 50% (1)
•Five new centers to open in the second half of 2024
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 June 30, 2024, the Company had $9.9 million in cash and cash equivalents and $5.0 million of borrowing capacity under its revolving credit facility. The Company generated $6.8 million in operating cash flow for the six months ended June 30, 2024, compared to $18.5 million for the same period of 2023.
Conference Call Information
AirSculpt will hold a conference call today, August 9, 2024 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 13747871 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.airsculpt.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.airsculpt.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 a next-generation body contouring treatment designed to optimize both comfort and precision, available exclusively at AirSculpt offices. The minimally invasive procedure removes fat and tightens skin, while sculpting targeted areas of the body, allowing for quick healing with minimal bruising, tighter skin, and precise results.
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, but the absence of these words does not mean that a statement is not forward-looking. 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. You are cautioned that there are important risks and uncertainties, many of which are beyond our control, that could cause our actual results, level of activity, performance, or achievements to differ materially from the projected results, level of activity, performance or achievements that are expressed or implied by such forward-looking statements. We qualify all of our forward-looking statements by these cautionary 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; increased competition in the weight loss and obesity solutions market, including as a result of the recent regulatory approval, increased market acceptance, availability and customer awareness of weight-loss drugs; 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, macroeconomic conditions, including inflation and the threat of recession, 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 “Item 1A. Risk Factors” in our Annual Report on Form 10-K and in other filings we make from time to time with the U.S. Securities and Exchange Commission could cause our results to differ materially from those expressed in the forward-looking statements made in this press release.
2


There also may be other risks and uncertainties 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 assumes responsibility for the accuracy and completeness of any of these forward-looking statements. Forward-looking statements represent our estimates and assumptions only as of the date they were made, which are inherently subject to change, and we are under no duty and we assume no obligation to update any of these forward-looking statements, or to update the reasons actual results could differ materially from those anticipated after the date of this press release to conform our prior statements to actual results or revised expectations, except as required by law. Given these uncertainties, investors should not place undue reliance on these forward-looking statements.
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
June 30,		Six Months Ended
June 30,
2024202320242023
Revenue$51,004$55,703$98,624$101,516
Operating expenses:
Cost of service18,82719,95236,86937,969
Selling, general and administrative(1)
34,27427,89350,03051,775
Depreciation and amortization2,8852,5145,6904,850
(Gain)/loss on disposal of long-lived assets(1)(18)4(202)
Total operating expenses55,98550,34192,59394,392
(Loss)/income from operations(4,981)5,3626,0317,124
Interest expense, net1,5151,8913,0473,626
Pre-tax net (loss)/income(6,496)3,4712,9843,498
Income tax (benefit)/expense(3,290)1,6951611,736
Net (loss)/income$(3,206)$1,776$2,823$1,762
(Loss)/income per share of common stock
Basic$(0.06)$0.03 $0.05 $0.03 
Diluted$(0.06)$0.03 $0.05 $0.03 
Weighted average shares outstanding
Basic57,557,178 56,753,498 57,489,466 56,599,291 
Diluted57,557,178 58,511,766 58,066,133 58,095,736 
(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. For further discussion, see Note 6 to the condensed consolidated financial statements of the Company's Quarterly Report on Form 10-Q for the Quarterly Period ended June 30, 2024.


4

AirSculpt Technologies, Inc. and Subsidiaries
Selected Financial and Operating Data
(Dollars in thousands, except per case amounts)
June 30,
2024		December 31, 2023
Balance Sheet Data (at period end):
Cash and cash equivalents$9,866 $10,262 
Total current assets21,694 15,961 
Total assets$210,110 $204,019 
Current portion of long-term debt$3,188 $2,125 
Deferred revenue and patient deposits942 1,463 
Total current liabilities25,119 20,315 
Long-term debt, net67,540 69,503 
Total liabilities$125,096 $120,027 
Total stockholders’ equity$85,014 $83,992 

Three Months Ended
June 30,		Six Months Ended
June 30,
2024202320242023
Cash Flow Data:
Net cash provided by (used in):
Operating activities$3,442 $12,236 $6,807 $18,455 
Investing activities(4,018)(2,161)(5,580)(5,976)
Financing activities(527)(579)(1,623)(1,316)

Three Months Ended
June 30,		Six Months Ended
June 30,
2024202320242023
Other Data:
Number of facilities27252725
Number of total procedure rooms57535753
Cases3,9494,1867,6957,826
Revenue per case$12,916$13,307$12,817$12,972
Adjusted EBITDA (1) (3)
$6,868$14,612$14,205$24,068
Adjusted EBITDA margin (2)
13.5%26.2%14.4%23.7%
(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 June 30, 2024 and 2023, pre-opening de novo and relocation costs were $0.1 million and $0.8 million, respectively. For the six months ended June 30, 2024 and 2023, pre-opening de novo and relocation costs were $0.2 million and $0.9 million, respectively.

5

AirSculpt Technologies, Inc. and Subsidiaries
Supplemental Information
(Dollars in thousands, except per case amounts)
Three Months Ended
June 30,		Six Months Ended
June 30,
2024202320242023
Same-center Information (1):
Cases3,5984,1866,8667,826
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 facilities25252525
Number of total procedure rooms53535353
(1) For the three months ended June 30, 2024 and 2023, we define same-center case and revenue growth as the growth in each of our cases and revenue at facilities that were owned and operated during the three month period ended June 30, 2024 and 2023, respectively. At facilities that were not owned or operated for the entirety of the prior year period, the current year period has been pro-rated to reflect only growth experienced during the portion of the three months ended June 30, 2024 in which such facilities were owned and operated during the three months ended June 30, 2023. We define same-center facilities and procedure rooms based on if a facility was owned or operated as of June 30, 2023.
 For the six months ended June 30, 2024 and 2023, we define same-center case and revenue growth as the growth in each of our cases and revenue at facilities that were owned and operated during the six month period ended June 30, 2024 and 2023, respectively. At facilities that were not owned or operated for the entirety of the prior year period, the current year period has been pro-rated to reflect only growth experienced during the portion of the six months ended June 30, 2024 in which such facilities were owned and operated during the six months ended June 30, 2023. We define same-center facilities and procedure rooms based on if a facility was owned or operated as of June 30, 2023.

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 (loss)/income excluding depreciation and amortization, net interest expense, income tax (benefit)/expense, restructuring and related severance costs, (gain)/loss on disposal of long-lived assets, and equity-based compensation.
We define Adjusted Net Income as net (loss)/income excluding restructuring and related severance 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 each 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 income/(loss), the most directly comparable GAAP financial measure:
Three Months Ended
June 30,		Six Months Ended
June 30,
2024202320242023
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 costs4,092 2,151 4,388 3,305 
Depreciation and amortization2,885 2,514 

5,690 4,850 
(Gain)/loss on disposal of long-lived assets(1)(18)4 (202)
Interest expense, net1,515 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 Margin13.5 %26.2 %14.4 %23.7 %
(1)    As of the six months ended June 30, 2024, this amount contains 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. For further discussion, see Note 6 to the condensed consolidated financial statements of the Company's Quarterly Report on Form 10-Q for the Quarterly Period ended June 30, 2024.
For the three months ended June 30, 2024 and 2023, pre-opening de novo and relocation costs were $0.1 million and $0.8 million, respectively. For the six months ended June 30, 2024 and 2023, pre-opening de novo and relocation costs were $0.2 million and $0.9 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 income/(loss), the most directly comparable GAAP financial measure:
Three Months Ended
June 30,		Six Months Ended
June 30,
2024202320242023
Net (loss)/income$(3,206)$1,776 $2,823 $1,762 
Plus
Equity-based compensation(1)
4,873 4,603 (1,908)4,850 
Restructuring and related severance costs4,092 2,151 4,388 3,305 
(Gain)/loss on disposal of long-lived assets(1)(18)4 (202)
Tax effect of adjustments(618)(869)1,713 (1,328)
Adjusted net income$5,140 $7,643 $7,020 $8,387 
Adjusted net income per share of common stock (1)
Basic$0.09 $0.13 $0.12 $0.15 
Diluted$0.09 $0.13 $0.12 $0.14 
Weighted average shares outstanding
Basic57,557,178 56,753,498 57,489,466 56,599,291 
Diluted57,990,621 58,511,766 58,066,133 58,095,736 
(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. For further discussion, see Note 6 to the condensed consolidated financial statements of the Company's Quarterly Report on Form 10-Q for the Quarterly Period ended June 30, 2024.
(2)    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
Allison Malkin
ICR, Inc.
airsculpt@icrinc.com
8

v3.24.2.u1
Cover
Aug. 09, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Aug. 09, 2024
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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