10-Q

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, 2023

OR

☐ 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	o	Accelerated filer	o
Non-accelerated filer	x	Smaller reporting company	x
		Emerging growth company	x

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 56,784,968 shares of common stock outstanding as of May 12, 2023.

TABLE OF CONTENTS

		Page
PART I FINANCIAL INFORMATION
Item 1.	Financial Statements	2
	Condensed Consolidated Balance Sheets as of March 31, 2023 (Unaudited) and December 31, 2022	2
	Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2023 and 2022 (Unaudited)	3
	Condensed Consolidated Statements of Other Comprehensive Income/(Loss) for the Three Months Ended March 31, 2023 and 2022 (Unaudited)	4
	Condensed Consolidated Statements of Changes in Stockholders' Equity for the Three Months Ended March 31, 2023 and 2022 (Unaudited)	5
	Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2023 and 2022 (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	21
Item 4.	Controls and Procedures	21
PART II OTHER INFORMATION
Item 1.	Legal Proceedings	22
Item 1A.	Risk Factors	22
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	22
Item 3.	Defaults Upon Senior Securities	22
Item 4.	Mine Safety Disclosures	22
Item 5.	Other Information	22
Item 6.	Exhibits	23
Signatures		24

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

We have made statements in the sections titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Quantitative and Qualitative Disclosures About Market Risk” and in other sections of this Quarterly Report on Form 10-Q that are 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; 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 the section titled “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 Quarterly Report on Form 10-Q. 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 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 Quarterly Report on Form 10-Q to conform our prior statements to actual results or revised expectations.

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PART I FINANCIAL INFORMATION

Item 1. Financial Statements

AirSculpt Technologies, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

($000s)	March 31, 2023		December 31, 2022
	(Unaudited)
Assets
Current assets
Cash and cash equivalents	$	11,283	$	9,616
Taxes receivable	2,743		2,831
Prepaid expenses and other current assets	3,861		4,229
Total current assets	17,887		16,676
Property and equipment, net	27,284		24,206
Other long-term assets	3,273		3,280
Right of use operating lease assets	29,432		23,764
Intangible assets, net	49,911		51,099
Goodwill	81,734		81,734
Total assets	$	209,521	$	200,759
Liabilities and Stockholders' Equity
Current liabilities
Accounts payable	$	4,340	$	3,844
Accrued payroll and benefits	2,455		2,991
Current portion of long-term debt	2,125		2,125
Deferred revenue and patient deposits	3,891		2,358
Accrued and other current liabilities	3,621		6,644
Current operating lease liabilities	5,083		4,356
Total current liabilities	21,515		22,318
Long-term debt, net	81,148		81,420
Deferred tax liability, net	5,485		5,485
Long-term operating lease liabilities	25,120		19,745
Other long-term liabilities	1,025		1,025
Total liabilities	134,293		129,993
Commitments and contingent liabilities (Note 9)
Stockholders' equity
Common stock, $0.001 par value; shares authorized - 450,000,000; shares issued and outstanding - 56,711,260 and 56,181,689, respectively	56		56
Additional paid-in capital	90,312		85,858
Accumulated other comprehensive loss	(54)		(76)
Accumulated deficit	(15,086)		(15,072)
Total stockholders' equity	75,228		70,766
Total liabilities and stockholders' equity	$	209,521	$	200,759

The accompanying notes are an integral part of these condensed consolidated financial statements.

2

AirSculpt Technologies, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations (Unaudited)

	Three Months Ended March 31,
(in $000s, except for shares and per share figures)	2023		2022
Revenue	$	45,813	$	39,544
Operating expenses:
Cost of service (exclusive of depreciation and amortization)	18,017		14,662
Selling, general and administrative	23,882		24,167
Depreciation and amortization	2,336		1,886
Gain on disposal of long-lived assets	(184)		—
Total operating expenses	44,051		40,715
Income/(loss) from operations	1,762		(1,171)
Interest expense, net	1,735		1,492
Pre-tax net income/(loss)	27		(2,663)
Income tax expense/(benefit)	41		(1,970)
Net loss	$	(14)	$	(693)
Loss per share of common stock
Basic	$	(0.00)	$	(0.01)
Diluted	$	(0.00)	$	(0.01)
Weighted average shares outstanding
Basic	56,443,370		55,640,154
Diluted	56,443,370		55,640,154

The accompanying notes are an integral part of these condensed consolidated financial statements.

3

AirSculpt Technologies, Inc. and Subsidiaries

Condensed Consolidated Statements of Other Comprehensive Income/(Loss) (Unaudited)

	Three Months Ended March 31,
($000s)	2023		2022
Net loss	$	(14)	$	(693)
Other comprehensive loss:
Change in foreign currency translation adjustment	22		—
Total other comprehensive income	22		—
Comprehensive income/(loss)	$	8	$	(693)

The accompanying notes are an integral part of these condensed consolidated financial statements.

4

AirSculpt Technologies, Inc. and Subsidiaries

Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited)

	Common Stock			Additional Paid-in Capital		Accumulated Other Comprehensive Income
($000s)	Shares	Amount						Accumulated Deficit		Total
Balance at December 31, 2021	55,640,154	$	56	$	83,865	$	—	$	(393)	$	83,528
Distributions	—	—		(282)		—		—		(282)
Equity-based compensation	—	—		7,316		—		—		7,316
Net loss	—	—		—		—		(693)		(693)
Balance at March 31, 2022	55,640,154	$	56	$	90,899	$	—	$	(1,086)	$	89,869
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

The accompanying notes are an integral part of these consolidated financial statements.

5

AirSculpt Technologies, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows (Unaudited)

	Three Months Ended March 31,
($000s)	2023		2022
Cash flows from operating activities
Net loss	$	(14)	$	(693)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	2,336		1,886
Equity-based compensation	4,388		7,316
Non-cash interest expense; amortization of debt costs	259		208
Changes in assets and liabilities
Taxes receivable	88		—
Prepaid expense and other current assets	456		930
Other assets	(5,661)		(3,230)
Accounts payable	85		621
Deferred revenue and patient deposits	1,533		(404)
Accrued and other liabilities	2,749		446
Net cash provided by operating activities	6,219		7,080
Cash flows from investing activities
Purchases of property and equipment, net	(3,815)		(4,274)
Net cash used in investing activities	(3,815)		(4,274)
Cash flows from financing activities
Payment on term loan	(531)		(213)
Distribution to member	—		(711)
Dividends paid to shareholders	(206)		—
Net cash used in financing activities	(737)		(924)
Net increase in cash and cash equivalents	1,667		1,882
Cash and cash equivalents
Beginning of period	9,616		25,347
End of period	$	11,283	$	27,229
Supplemental disclosure of cash flow information:
Cash paid for interest	$	1,735	$	1,285
Supplemental disclosure of non-cash investing information:
Property and equipment included in accounts payable and accrued expenses	$	411	$	358

The accompanying notes are an integral part of these condensed consolidated financial statements.

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AirSculpt Technologies, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

NOTE 1 – ORGANIZATION AND SUMMARY OF KEY ACCOUNTING POLICIES

AirSculpt Technologies, Inc. (“AirSculpt” or the "Company"), was formed as a Delaware corporation on June 30, 2021. On October 28, 2021, AirSculpt completed an initial public offering (“IPO”) of 8,050,000 shares of common stock at an initial public offering price of $11.00 per share. Immediately following the IPO, AirSculpt’s total outstanding shares were 55,640,154. Pursuant to a reorganization (the “Reorganization”) among entities under common control immediately prior to the IPO, AirSculpt became a holding company with its principal asset being 100% of the ownership interests in EBS Intermediate Parent LLC. The Company’s revenues are concentrated in the specialty, minimally invasive liposuction market. The operations of the Company prior to the IPO represent the predecessor to AirSculpt. The Company and its consolidated subsidiaries are referred to collectively in this Quarterly Report on Form 10-Q (“10-Q Report”) as “we,” “our,” and “us.” Solely for convenience, some of the copyrights, trade names and trademarks referred to in this 10-Q Report are listed without their ©, ® and ™ symbols, but we will assert, to the fullest extent under applicable law, our rights to our copyrights, trade names and trademarks.

The Company, through its wholly-owned subsidiaries, is a provider of practice management services to professional associations (“PAs”) located throughout the United States. The Company owns and operates non-clinical assets and provides its management services to the PAs through management services agreements (“MSAs”). Management services provide for the administration of the non-clinical aspects of the medical operations and include, but are not limited to, financial, administrative, technical, marketing, and personnel services. Pursuant to the MSA, the PA is responsible for all clinical aspects of the medical operations of the practice.

Principles of Consolidation

These consolidated financial statements present the financial position and results of operations of the Company, its wholly-owned subsidiaries, and the PAs, which are under the control of the Company and are considered variable interest entities in which the Company is the primary beneficiary.

All intercompany accounts and transactions have been eliminated in consolidation.

Variable Interest Entities

The Company has a variable interest in the managed PAs where it has a long-term and unilateral controlling financial interest over such PAs’ assets and operations. The Company has the ability to direct the activities that most significantly affect the PAs’ economic performance via the MSAs and related agreements. The Company is a practice management service organization and does not engage in the practice of medicine. These services are provided by licensed professionals at each of the PAs. Certain key features of the MSAs and related agreements enable the Company to assign the member interests of certain of the PAs to another member designated by the Company (i.e., “nominee shareholder”) for a nominal value in certain circumstances at the Company’s sole discretion. The MSA does not allow the Company to be involved in, or provide guidance on, the clinical operations of the PAs. The Company consolidates the PAs into the financial statements. All of the Company’s revenue is earned from services provided by the PAs. The only assets and liabilities held by the PAs included in the accompanying consolidated balance sheets are clinical related. The clinical assets and liabilities are not material to the Company as a whole.

Basis of Presentation

The condensed consolidated balance sheet as of March 31, 2023, and the condensed consolidated statements of operations, stockholders' equity, and cash flows for the three months ended March 31, 2023 and 2022 are unaudited. The unaudited condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and reflect, in the opinion of management, all adjustments of a normal and recurring nature that are necessary for the fair statement of the Company’s financial position as of March 31, 2023 and the results of operations and cash flows for the three months ended March 31, 2023 and 2022. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. The financial data and the other financial information disclosed in these notes to the condensed consolidated financial statements related to the three months ended March 31, 2023 and 2022 are also unaudited. The consolidated results of operations for the three months

7

ended March 31, 2023 are not necessarily indicative of results to be expected for the year ending December 31, 2023 or for any other future annual or interim period.

The condensed consolidated balance sheet as of December 31, 2022 is derived from the Company’s annual audited consolidated financial statements for the year ended December 31, 2022, which should be read in conjunction with these condensed consolidated financial statements and which are included in the Company’s Annual Report dated March 10, 2023 filed with the Securities and Exchange Commission (“SEC”) pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, as well as interests in PAs controlled by the Company through rights granted to the Company by contract to manage and control the affiliate’s business (as described in “Variable Interest Entities” above). All significant intercompany balances and transactions are eliminated in consolidation.

Revenue Recognition

Revenue consists primarily of revenue earned for the provision of the Company’s patented AirSculpt® procedures. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account for revenue recognition. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. The Company’s performance obligations are delivery of specialty, minimally invasive liposuction services.

The Company assists patients, as needed, by providing third-party financing options to pay for procedures. The Company has arrangements with various financing companies to facilitate this option. There is a financing transaction fee based on a set percentage of the amount financed and the Company recognizes revenue based on the expected transaction price which is reduced for financing fees.

Revenue for services is recognized when the service is performed. Payment is typically rendered in advance of the service. Customer contracts generally do not include more than one performance obligation.

The Company’s policy is to require payment for services in advance. Payments received for services that have yet to be performed as of March 31, 2023 and December 31, 2022 are included in deferred revenue and patient deposits.

Deferred Financing Costs, Net

Loan costs and discounts are capitalized in the period in which they are incurred and amortized on the straight-line basis over the term of the respective financing agreement which approximates the effective interest method. These costs are included as a reduction of long-term debt on the condensed consolidated balance sheets. Total amortization of deferred financing costs was approximately $0.3 million and $0.2 million for the three months ended March 31, 2023 and 2022, respectively. Amortization of loan costs and discounts is included as a component of interest expense.

Long-Lived Assets

The Company accounts for impairment of long-lived assets in accordance with the provisions of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 350, Intangibles – Goodwill and Other and Topic 360, Impairment or Disposal of Long-Lived Assets. These standards require that long-lived assets and certain identifiable intangibles be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of long-lived assets to be held and used is measured by a comparison of the carrying amount of an asset to future estimated cash flows expected to arise as a direct result of the use and eventual disposition of the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value, less costs to sell. No impairment charges were recognized for the three months ended March 31, 2023 and 2022.

8

Fair Value

ASC Topic 820, Fair Value Measurements and Disclosures, defines fair value, establishes a framework for measuring fair value in accordance with accounting principles generally accepted in the United States, and expands disclosure requirements about fair value measurements.

ASC Topic 820 defines three categories for the classification and measurement of assets and liabilities carried at fair value:

Level 1: Quoted market prices in active markets for identical assets or liabilities.

Level 2: Observable market-based inputs or observable inputs that are corroborated by market data.

Level 3: Unobservable inputs reflecting the reporting entity’s own assumptions.

The fair value of financial instruments is generally estimated through the use of public market prices, quotes from financial institutions and other available information. Judgment is required in interpreting data to develop estimates of market value and, accordingly, amounts are not necessarily indicative of the amounts that could be realized in a current market exchange.

Short-term financial instruments, including cash, prepaid expenses and other current assets, accounts payable, and other liabilities, consist primarily of instruments without extended maturities, for which the fair value, based on management’s estimates, approximates their carrying values. Borrowings bear interest at what is estimated to be current market rates of interest, accordingly, carrying value approximates fair value.

Earnings Per Share

Basic earnings per share of common stock is computed by dividing net loss for the three months ended March 31, 2023 and 2022 by the weighted-average number of shares of common stock outstanding during the same period. Diluted earnings per share of common stock is computed by dividing net loss for the three months ended March 31, 2023 and 2022 by the weighted-average number of shares of common stock adjusted to give effect to potentially dilutive securities. Diluted loss per share for the three months ended March 31, 2023 and 2022 is the same as basic loss per share as the inclusion of potentially dilutive shares would be antidilutive.

Advertising Costs

Advertising costs are expensed in the period when the costs are incurred and are included as a component of selling, general and administrative costs. Advertising expenses were approximately $6.1 million and $4.8 million for the three months ended March 31, 2023 and 2022, respectively.

Income Taxes

The Company applies the provisions of ASC 740-10, Accounting for Uncertain Tax Positions (“ASC 740-10”). Under these provisions, companies must determine and assess all material positions existing as of the reporting date, including all significant uncertain positions, for all tax years that are open to assessment or challenge under tax statutes. Additionally, those positions that have only timing consequences are analyzed and separated based on ASC 740-10’s recognition and measurement model.

ASC 740-10 provides guidance related to uncertain tax positions for pass-through entities and tax-exempt not-for profit entities. ASC 740-10 also modifies disclosure requirements related to uncertain tax positions for nonpublic entities and provides that all entities are subject to ASC 740-10 even if the only tax position in question is the entity’s status as a pass-through.

As required by the uncertain tax position guidance, the Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the condensed consolidated financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. The Company applied the uncertain tax position guidance to all tax positions for which the statute of limitations remained open and determined that there are no uncertain tax positions as of March 31,

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2023 or December 31, 2022. The Company is not subject to U.S. federal tax examination prior to 2021, when it was formed.

The Company has an effective tax rate of approximately 151.9% and 73.98% for the three months ended March 31, 2023 and 2022, respectively, inclusive of all applicable U.S. federal and state income taxes.

NOTE 2 – GOODWILL AND INTANGIBLES, NET

The annual review of goodwill impairment will be performed in October 2023. There were no triggering events during the three months ended March 31, 2023 and 2022.

The Company had goodwill of $81.7 million at March 31, 2023 and December 31, 2022.

Intangible assets consisted of the following at March 31, 2023 and December 31, 2022 (in 000’s):

	March 31, 2023		December 31, 2022		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	(16,079)		(15,186)
Accumulated amortization of tradenames and trademarks	(5,310)		(5,015)
Total intangible assets	$	49,911	$	51,099

Aggregate amortization expense on intangible assets was approximately $1.2 million for both of the three months ended March 31, 2023 and 2022.

NOTE 3 – PROPERTY AND EQUIPMENT, NET

As of March 31, 2023 and December 31, 2022 property and equipment consists of the following: (in 000’s):

	March 31, 2023		December 31, 2022
Medical equipment	$	9,474	$	8,906
Office and computer equipment	740		551
Furniture and fixtures	3,604		3,457
Leasehold improvements	18,658		14,614
Construction in progress	2,150		2,854
Less: Accumulated depreciation	(7,342)		(6,176)
Property and equipment, net	$	27,284	$	24,206

Depreciation expense was approximately $1.2 million and $0.7 million for the three months ended March 31, 2023 and 2022, respectively.

NOTE 4 – DEBT

On November 7, 2022, the Company entered into a credit agreement with a syndicate of lenders (the "Credit Agreement") maturing November 7, 2027. Pursuant to the Credit Agreement, there is (i) an $85.0 million aggregate principal amount of term loans and (ii) a revolving loan facility in an aggregate principal amount of up to $5.0 million. The proceeds were used, in part, to pay off the Company’s $83.6 million outstanding principal balance under its previous credit facility.

Under the Credit Agreement, all outstanding loans bear interest based on either a base rate or SOFR plus an applicable per annum margin. The applicable per annum margin is 2.0% or 3.0% for base rate or SOFR, respectively, if the Company's total leverage ratio is equal to or greater than 2.0x. If the Company's total leverage ratio is equal to or greater than 1.0x and less than 2.0x, the applicable per annum margin is 1.5% or 2.5% for base rate or SOFR, respectively. If the Company's total

10

leverage ratio is below 1.0x, the applicable per annum margin is 1.0% or 2.0% for base rate or SOFR, respectively. As of March 31, 2023, the interest rate was 7.23%.

Total borrowings as of March 31, 2023 and December 31, 2022 were as follows (in 000’s):

	March 31, 2023		December 31, 2022
Term loan	$	84,469	$	85,000
Unamortized debt discounts and issuance costs	(1,196)		(1,455)
Total debt, net	83,273		83,545
Less: Current portion	(2,125)		(2,125)
Long-term debt, net	$	81,148	$	81,420

As of March 31, 2023 and 2022, the Company had $5.0 million available on the revolving credit facility.

The scheduled future maturities of long-term debt as of March 31, 2023 is as follows (in 000’s):

2023 (excluding the three months ended March 31, 2023)	$	1,594
2024	2,125
2025	4,250
2026	6,375
2027	70,125
Total maturities	$	84,469

All borrowings under the Credit Agreement are cross collateralized by substantially all assets of the Company and are subject to certain restrictive covenants including quarterly total leverage ratio and fixed charge ratio requirements. The Company is in compliance with all covenants and has no letter of credit outstanding as of March 31, 2023 and 2022.

NOTE 5 – LEASES

The Company’s operating leases are primarily for real estate, including medical office suites and corporate offices. For the three months ended March 31, 2023 and 2022, the Company incurred rent expense of $1.5 million and $1.0 million, respectively, for its medical office suites. The Company’s rent expense related to its medical office suites is classified in cost of services within the Company’s condensed consolidated statements of operations. The Company incurred rent expense of $91,000 and $45,000 for the three months ended March 31, 2023 and 2022, respectively, related to the corporate offices which is classified in selling, general and administrative expenses. The Company currently does not have any finance leases.

Real estate lease agreements typically have initial terms of five to ten years and may include one or more options to renew. The useful life of assets and leasehold improvements are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise. The Company’s lease agreements do not contain any material residual value guarantees, restrictions or covenants.

The following table presents supplemental cash flow information for the three months ended March 31, 2023 and 2022 (in 000’s):

	March 31, 2023		March 31, 2022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash outflows from operating leases	$	1,253	$	978
Right-of-use assets obtained in exchange for lease obligations:
Operating leases	$	7,870	$	2,073

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Future minimum rental payments under all non-cancellable operating lease agreements for the succeeding five years are as follows, excluding common area maintenance charges that may be required by the agreements, as of March 31, 2023 (in 000’s):

2023 (excluding the three months ended March 31, 2023)	$	4,310
2024	6,393
2025	6,542
2026	6,173
2027	5,069
Thereafter	11,081
Total lease payments	39,568
Less: imputed interest	(9,366)
Total lease obligations	$	30,202

NOTE 6 – STOCKHOLDERS' EQUITY AND EQUITY-BASED COMPENSATION

During the three months ended March 31, 2023, the Company granted 608,955 restricted stock units ("RSUs") to executive officers and employees under the 2021 Equity Incentive Plan. These RSUs are not considered outstanding until vested. These RSUs have a time-based vesting condition. These units will vest 1/3 per year over three years. Vesting and payment of these RSUs are generally subject to continuing service of the employee or non-employee director over the ratable vesting periods beginning one year from the date of grant to three years after the date of grant. The fair values of these RSUs were determined based on the closing price of the Company’s common stock on the trading date immediately prior to the grant date. These RSUs are not considered outstanding until vested.

During the three months ended March 31, 2023, the Company also granted 585,588 performance based stock units ("PSUs") which have market-based vesting conditions. The vesting is based on achievement of a total shareholder return relative to a specified peer group (“rTSR”). Based on the rTSR, the awards can settle in shares in a range from 0% to 200%. In addition to the achievement of the performance conditions, these PSUs are generally subject to the continuing service of the employee over the ratable vesting period from the earned date continuing through the settlement of the shares. For these PSUs, the shares settle in the first quarter of the year following the year in which the vesting criteria is met. The fair values of PSUs with a market-based vesting condition were estimated using a Monte Carlo simulation model.

The Company recorded equity-based compensation expense of $4.4 million and $7.3 million for the three months ended March 31, 2023 and 2022, respectively, in selling, general and administrative expenses on the condensed consolidated statements of operations. Forfeitures are recognized as incurred.

The Company paid dividends of approximately $0.2 million for the three months ended March 31, 2023. The Company paid distributions to the Parent of approximately $0.3 million for the three months ended March 31, 2022.

NOTE 7 – EARNINGS PER SHARE

Basic earnings per share of common stock is computed by dividing net loss for the three months ended March 31, 2023 and 2022 by the weighted-average number of shares of common stock outstanding during the same period. Diluted earnings per share of common stock is computed by dividing net loss for the three months ended March 31, 2023 and 2022 by the weighted-average number of shares of common stock adjusted to give effect to potentially dilutive securities. Diluted loss per share for the three months ended March 31, 2023 and 2022, respectively, is the same as basic loss per share as the inclusion of potentially dilutive shares would be antidilutive.

A reconciliation of the numerator and denominator used in the calculation of basic and diluted net loss per share of common stock is as follows (in 000’s except for shares and per share figures):

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	Three Months Ended March 31,
	2023		2022
Numerator:
Net loss	$	(14)	$	(693)
Denominator:
Weighted average shares of common stock outstanding - basic	56,443,370		55,640,154
Add: Effect of dilutive securities	—		—
Weighted average shares of common stock outstanding - diluted	56,443,370		55,640,154
Loss per share of common stock outstanding - basic and diluted	$	(0.00)	$	(0.01)

The following number of potentially dilutive shares were excluded from the calculation of diluted loss per share because the effect of including such potentially dilutive shares would have been antidilutive.

	Three Months Ended March 31,
	2023	2022
Restricted stock units	1,947,898	2,472,640
Performance and market-based stock units	2,420,096	2,417,001

NOTE 8 – INCOME TAXES

The Company's income tax expense/(benefit) for the three months ended March 31, 2023 and 2022 was $41.0 thousand and $(2.0) million, and the effective tax rates was 151.9% and 74.0%. The main driver of the difference between the effective and statutory rate is non-deductible executive compensation under Section 162(m) of the Internal Revenue Code. There are no uncertain tax positions as of March 31, 2023 or December 31, 2022.

NOTE 9 – COMMITMENTS AND CONTINGENCIES

Professional Liability

In the ordinary course of business, the Company becomes involved in pending and threatened legal actions and proceedings, most of which involve claims of medical malpractice related to medical services provided by the PAs employed and affiliated physicians. The Company may also become subject to other lawsuits which could involve large claims and significant costs. The Company believes, based upon a review of pending actions and proceedings, that the outcome of such legal actions and proceedings will not have a material adverse effect on its business, financial condition, results of operations, and cash flows. The outcome of such actions and proceedings, however, cannot be predicted with certainty and an unfavorable resolution of one or more of them could have a material adverse effect on the Company’s business, financial condition, results of operations, and cash flows.

Although the Company currently maintains liability insurance coverage intended to cover professional liability and certain other claims, the Company cannot assure that its insurance coverage will be adequate to cover liabilities arising out of claims asserted against it in the future where the outcomes of such claims are unfavorable. Liabilities in excess of the Company’s insurance coverage, including coverage for professional liability and certain other claims, could have a material adverse effect on the Company’s business, financial condition, results of operations, and cash flows.

NOTE 10 – SEGMENT INFORMATION

The Company has one reportable segment: direct medical procedure services. This segment is made up of facilities and medical staff that provide the Company’s patented AirSculpt® procedures to patients. Segment information is presented in the same manner that the Company’s chief operating decision maker (“CODM”) reviews the operating results in assessing performance and allocating resources. The Company’s CODM is the Company’s chief executive officer. The CODM reviews financial information presented on a consolidated basis for purposes of making operating decisions, assessing financial performance and allocating resources. The Company’s CODM reviews revenue, gross profit and Adjusted EBITDA. Gross profit is defined as revenues less cost of service incurred and Adjusted EBITDA as net income/loss excluding depreciation and amortization, net interest expense, income tax expense/(benefit), pre-opening de novo and

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relocation costs, restructuring and related severance costs, IPO related costs, (gain)/loss on disposal of long-lived assets, and equity-based compensation.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read together with our financial statements and related notes and other financial information appearing in our Annual Report on Form 10-K dated March 10, 2023 filed with the Securities and Exchange Commission (“SEC”) pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. This discussion and analysis contains forward-looking statements that involve risk, uncertainties and assumptions. See the section entitled “Cautionary Note Regarding Forward-Looking Statements” in this Quarterly Report on Form 10-Q. Our actual results could differ materially from those anticipated in the forward-looking statements.

Unless otherwise indicated or the context otherwise requires, references in this Quarterly Report on Form 10-Q to the “Company,” “Elite Body Sculpture,” “we,” “us” and “our” refer to AirSculpt Technologies, Inc. and its consolidated subsidiaries and the Professional Associations.

Overview

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. In March 2023, we opened a new center in Orange County, CA. We now deliver our AirSculpt® procedures through a growing nationwide footprint of 23 centers across 18 states and Canada as of May 12, 2023.

For the three months ended March 31, 2023, we performed 3,640 cases and generated approximately $45.8 million of revenue, compared to 3,156 cases and $39.5 million in revenue for the three months ended March 31, 2022. This represents approximately 16% growth in revenue for the three months ended March 31, 2023 over the same period in prior year.

Key Operational and Business Metrics

In addition to the measures presented in our condensed consolidated financial statements, we use the following key operational and business metrics to evaluate our business, measure our performance, develop financial forecasts and make strategic decisions:

Cases Performed and Revenue per Case

Our case volumes in the table below, which are used for calculating revenue per case, represent one patient visit; notwithstanding that, a patient may have multiple areas treated during one visit. We believe this provides the best approach for assessing our revenue performance and trends. Our cases per procedure room is lower in the current period due to the recent addition of four de novo centers and expansions of existing centers which increased our procedure rooms by 13 over the prior year. We believe this decline to be temporary as the new procedure rooms ramp up. The expansion of procedure rooms will provide an ample platform for the Company's continued future growth.

Total Case and Revenue Metrics

	Three Months Ended March 31,
	2023			2022
Cases	3,640			3,156
Case growth	15.3		%	N/A
Revenue per case	$	12,586		$	12,530
Revenue per case growth	0.4		%	N/A
Number of facilities	23			19
Number of total procedure rooms	49			36

Same-Center Case and Revenue Metrics

Same-Center Information

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For the three months ended March 31, 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 based on if a facility has been owned or operated since January 1, 2022.

	Three Months Ended March 31,
	2023			2022
Cases	3,155			3,127
Case growth	0.9		%	N/A
Revenue per case	$	12,676		$	12,510
Revenue per case growth	1.3		%	N/A
Number of facilities	18			18
Number of total procedure rooms	38			35

Non-GAAP Financial Measures—Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income, and Adjusted Net Income per Share

We report our financial results in accordance with accounting principles generally accepted in the United States of America ("GAAP"), however, management believes the evaluation of our ongoing operating results may be enhanced by a presentation of Adjusted EBITDA and Adjusted EBITDA Margin, which are non-GAAP financial measures.

We define Adjusted EBITDA as net loss excluding depreciation and amortization, net interest expense, income tax expense/(benefit), pre-opening de novo and relocation costs, 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 loss excluding pre-opening de novo and relocation costs, restructuring and related severance costs, IPO related costs, (gain)/loss on disposal of long-lived assets, and equity-based compensation. These items are tax effected when reconciling back to the closest GAAP measure of net loss.

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 including that Adjusted Net Income 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.

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The following table reconciles Adjusted EBITDA and Adjusted EBITDA Margin to net loss, the most directly comparable GAAP financial measure:

	Three Months Ended March 31,
($ in thousands)	2023			2022
Net loss	$	(14)		$	(693)
Plus
Equity-based compensation	4,388			7,316
IPO related costs	—			731
Pre-opening de novo and relocation costs	1,265			847
Restructuring and related severance costs	1,154			179
Depreciation and amortization	2,336			1,886
Gain on disposal of long-lived assets	(184)			—
Interest expense, net	1,735			1,492
Income tax expense/(benefit)	41			(1,970)
Adjusted EBITDA	$	10,721		$	9,788
Adjusted EBITDA Margin	23.4		%	24.8		%

The following table uses tax-adjusted amounts to reconcile Adjusted Net Income and Adjusted Net Income per Share to net loss, the most directly comparable GAAP financial measure:

	Three Months Ended March 31,
	2023		2022
Net loss	$	(14)	$	(693)
Plus
Equity-based compensation	4,181		7,045
IPO related costs	—		541
Pre-opening de novo and relocation costs	936		627
Restructuring and related severance costs	854		132
Gain on disposal of long-lived assets	(136)		—
Adjusted net income	$	5,821	$	7,652
Adjusted net income per share of common stock (1)
Basic	$	0.10	$	0.14
Diluted	$	0.10	$	0.14
Weighted average shares outstanding
Basic	56,443,370		55,640,154
Diluted	57,309,392		56,244,711

(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.

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Results of Operations

Three Months Ended March 31, 2023 Compared to Three Months Ended March 31, 2022

The following table and notes summarize certain results from the statements of operations for each of the periods indicated and the changes between periods. The table also shows the percentage relationship to revenue for the periods indicated:

	Three Months Ended March 31,
	2023				2022
($ in thousands)	Amount		% of Revenue		Amount		% of Revenue
Revenue	$	45,813	100.0	%	$	39,544	100.0	%
Operating expenses:
Cost of service (exclusive of depreciation and amortization shown below)	18,017		39.3	%	14,662		37.1	%
Selling, general and administrative	23,882		52.1	%	24,167		61.1	%
Depreciation and amortization	2,336		5.1	%	1,886		4.8	%
Gain on disposal of long-lived assets	(184)		(0.4)	%	—		—	%
Total operating expenses	44,051		96.2	%	40,715		103.0	%
Income/(loss) from operations	1,762		3.8	%	(1,171)		(3.0)	%
Interest expense, net	1,735		3.8	%	1,492		3.8	%
Pre-tax net income/(loss)	27		0.1	%	(2,663)		(6.7)	%
Income tax expense/(benefit)	41		0.1	%	(1,970)		(5.0)	%
Net loss	$	(14)	—	%	$	(693)	(1.8)	%

Overview—Our financial results for the three months ended March 31, 2023 compared to the three months ended March 31, 2022 reflect the addition of four de novo centers and expansion of existing centers which increased our procedure rooms by 13.

Revenue—Our revenue increased $6.3 million, or 15.9%, compared to the same period in 2022. The increase is the result of adding four de novo centers which expanded our footprint from 19 centers to 23 centers and our number of procedure rooms from 36 to 49 as of March 31, 2023. Same store revenue for the three months ended March 31, 2023, increased by 2.2%.

Cost of Service—Our cost of services increased $3.4 million, or 22.9%, compared to the three months ended March 31, 2022. This increase is attributable to opening four centers since the 2022 period. Cost of service was 39.3% and 37.1% as a percentage of revenue for the three months ended March 31, 2023 and 2022, respectively. This increase is primarily due to adding four de novo centers over the prior period and increasing rent related to opening these new facilities. Cost of service as a percent of revenue is higher for a de novo center in the first year until the center reaches maturity, which can take up to two years.

Selling, General and Administrative Expenses—Selling, general and administrative expenses decreased $(0.3) million, or (1.2)%, for the three months ended March 31, 2023 compared to the same period in 2022. This decrease is related to a decrease in our equity-based compensation expense offset by additional expenses we incurred for marketing and corporate support as we grow our center count through de novo expansion and providing support for our centers. We expect our marketing and corporate support costs to continue to increase as we open de novo centers and expand the support we provide to our centers. Selling, general and administrative expenses as a percent of revenue was at 52.1% and 61.1% for the three months ended March 31, 2023 and 2022, respectively.

Selling expenses consist of advertising costs for social, digital and traditional marketing and sales and marketing personnel. Total selling expenses were approximately $8.6 million and $6.0 million for the three months ended March 31, 2023 and 2022, respectively. Our customer acquisition costs were approximately $2,360 and $2,200 per customer in the three months ended March 31, 2023 and 2022, respectively. We intend to continue investing in our sales and marketing capabilities as we add new centers and further increase our brand awareness, which will also drive further same-center growth. As a

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result, we expect these costs to increase on an absolute dollar basis. Additionally, selling expenses as a percentage of revenue may fluctuate from quarter to quarter based on the timing and scope of our initiatives and the related impact to our revenue.

General and administrative expenses include employee-related expenses, including salaries and related costs (excluding physician and clinical cost included in cost of service), equity-based compensation, technology, operations, finance, legal, corporate office rent and human resources. General and administrative expenses were approximately $15.3 million and $18.2 million for the three months ended March 31, 2023 and 2022, respectively. As previously mentioned, a decline in our equity-based compensation was the main driver for this decrease. We expect to continue to expand our corporate team to support the opening of new centers and growth at existing facilities.

Depreciation and Amortization—Depreciation and amortization increased to approximately $2.3 million for the three months ended March 31, 2023 compared to $1.9 million for the same period in 2022. This increase is the result of having four additional de novo centers during the three months ended March 31, 2023 as compared to the 2022 period.

Gain on disposal of long-lived assets—We recognized a $0.2 million gain related to the disposal of previous long-lived assets as a result of relocations to expand certain centers.

Interest Expense, net—Interest expense increased to $1.7 million from $1.5 million for the three months ended March 31, 2023 and 2022, respectively. The increase is due to rising interest rates in the current quarter as compared to prior quarter.

Income Tax Expense/(Benefit)— Our effective tax rate is 151.9% and (74.0)% for the three months ended March 31, 2023 and 2022, respectively. The main driver of the difference between the effective and statutory rate is non-deductible executive compensation under Section 162(m) of the Internal Revenue Code.

Liquidity and Capital Resources

We principally rely on cash flows from operations as our primary source of liquidity and, if needed, up to $5.0 million in revolving loans under our revolving credit facility. Our primary cash needs are for payroll, marketing and advertisements, rent, capital expenditures associated with de novo locations and new procedure room additions, as well as information technology and infrastructure, including our corporate office. We believe that the cash expected to be generated from operations and the availability of borrowings under the revolving credit facility will be sufficient for our working capital requirements, liquidity obligations, anticipated capital expenditures relating to the opening of de novo centers, and the addition of new procedure rooms to our existing locations, and payments due under our existing credit facilities for at least the next 12 months.

As of March 31, 2023, we had $11.3 million in cash and cash equivalents and an available amount of $5.0 million under our revolving credit facility. We do not have any letters of credit outstanding as of March 31, 2023.

As of December 31, 2022, we had $9.6 million in cash and cash equivalents and an available amount of $5.0 million under our revolving credit facility. We did not have any letters of credit outstanding as of December 31, 2022.

The following table summarizes the net cash provided by (used for) operating activities, investing activities and financing activities for the periods indicated:

	Three Months Ended March 31,
($ in thousands)	2023		2022
Cash Flows Provided By (Used For):
Operating activities	$	6,219	$	7,080
Investing activities	(3,815)		(4,274)
Financing activities	(737)		(924)
Net increase in cash and cash equivalents	1,667		1,882

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Operating Activities

The primary source of our operating cash flow is the collection of patient payments received prior to performing surgical procedures. For the three months ended March 31, 2023, our operating cash flow decreased by $0.9 million compared to the same period in 2022. This decrease primarily relates to increased spending on brand awareness to support future growth. At March 31, 2023, we had working capital of $(3.6) million compared to $(5.6) million at December 31, 2022.

Investing Activities

Net cash used in investing activities for the three months ended March 31, 2023 and 2022 was $3.8 million and $4.3 million, respectively. The decrease in investing activities during the three months ended March 31, 2023 as compared to the three months ended March 31, 2022 was attributable to the expansion of multiple existing facilities during the 2022 period.

Financing Activities

Net cash used in financing activities during the three months ended March 31, 2023 was $0.7 million. During the three months ended March 31, 2023, we paid cash dividends to shareholders of $0.2 million and made principal payments on our debt of $0.5 million.

Net cash used in financing activities for the three months ended March 31, 2022 was $0.9 million. For the three months ended March 31, 2022, we made distributions to EBS Parent, LLC of $0.7 million and paid scheduled principal payments on our debt of $0.2 million.

Long-Term Debt

The carrying value of our total indebtedness was $83.3 million and $83.5 million, which includes unamortized deferred financing costs and issuance discount of $1.2 million and $1.5 million, as of March 31, 2023 and December 31, 2022, respectively.

On November 7, 2022, the Company entered into a credit agreement with a syndicate of lenders (the "Credit Agreement") maturing November 7, 2027. Pursuant to the Credit Agreement, there is (i) an $85.0 million aggregate principal amount of term loans and (ii) a revolving loan facility in an aggregate principal amount of up to $5.0 million. The proceeds were used, in part, to pay off the Company’s $83.6 million outstanding principal balance under its previous credit facility.

Under the Credit Agreement, all outstanding loans bear interest based on either a base rate or SOFR plus an applicable per annum margin. The applicable per annum margin is 2.0% or 3.0% for base rate or SOFR, respectively, if the Company's total leverage ratio is equal to or greater than 2.0x. If the Company's total leverage ratio is equal to or greater than 1.0x and less than 2.0x, the applicable per annum margin is 1.5% or 2.5% for base rate or SOFR, respectively. If the Company's total leverage ratio is below 1.0x, the applicable per annum margin is 1.0% or 2.0% for base rate or SOFR, respectively. As of March 31, 2023, the interest rate was 7.23%.

JOBS Act Accounting Election

We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. We have irrevocably elected not to avail ourselves of this exemption from new or revised accounting standards and, therefore, will be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies.

Subject to certain conditions set forth in the JOBS Act, if, as an “emerging growth company,” we choose to rely on such exemptions we may not be required to, among other things, (i) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis), and (iv) disclose certain executive compensation related items such as the correlation between

20

executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of our IPO or until we are no longer an “emerging growth company,” whichever is earlier.

Critical Accounting Policies and Estimates

A summary of significant accounting policies is disclosed in our Annual Report on Form 10-K dated March 10, 2023 filed with the Securities and Exchange Commission (“SEC”) pursuant to Section 13 or 15d of the Securities Exchange Act of 1934, as amended (the "Exchange Act") under the caption “Critical Accounting Policies and Estimates” in the Management’s Discussion and Analysis of Financial Condition and Results of Operations section. There have been no material changes in the nature of our critical accounting policies and estimates or the application of those policies from our Annual Report on Form 10-K dated March 10, 2023.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

The Company is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information required under this item.

Item 4. Controls and Procedures

Management’s Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required financial disclosure.

As of the end of the period covered by this Quarterly Report on Form 10-Q, our management, under the supervision and with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(e) and 15d-15(e). Based upon this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective at a reasonable assurance level as of March 31, 2023.

Changes in Internal Controls Over Financial Reporting

There were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting during the quarter ended March 31, 2023.

Limitations on the Effectiveness of Controls

Our management, including the Chief Executive Officer and the Chief Financial Officer, recognizes that any set of controls and procedures, no matter how well-designed and operated, can provide only reasonable, not absolute, assurance of achieving the desired control objectives. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, with the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of controls. For these reasons, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

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PART II – OTHER INFORMATION

Item 1. Legal Proceedings

During the ordinary course of business, we have become and may in the future become subject to pending and threatened legal actions and proceedings, including with respect to the quality of our services. All of the current legal actions and proceedings that we are a party to are of an ordinary or routine nature incidental to our operations, the resolution of which should not have a material adverse effect on our financial condition, results of operations or cash flows. These claims, to the extent they exceed our insurance deductibles, are covered by insurance, but there can be no assurance that our insurance coverage will be adequate to cover any such liability.

Item 1A. Risk Factors

Except to the extent updated below or to the extent additional factual information disclosed elsewhere in this Quarterly Report on Form 10-Q relates to such risk factors (including, without limitation, the matters discussed in Part I, “Item 2—Management’s Discussion and Analysis of Financial Condition and Results of Operations”), there were no material changes to the risk factors discussed in our Annual Report on Form 10-K for the year ended December 31, 2022 dated March 10, 2023 and filed with the Securities and Exchange Commission ("SEC") pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

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Item 6. Exhibits

Exhibit Number	Description of Exhibit
10.1	Second Amended and Restated Employment Agreement between the Company and Dr. Rollins, dated January 4, 2023
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)

__________________________________

*    Filed herewith.

+    Indicates a management contract or any compensatory plan, contract or arrangement.

†    The certifications attached as Exhibit 32.1 that accompany this Quarterly Report on Form 10-Q are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of the Registrant under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Quarterly Report on Form 10-Q, irrespective of any general incorporation language contained in such filing.

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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 thereunto duly authorized.

AIRSCULPT TECHNOLOGIES, INC.
By:	/s/ Dennis Dean
	Dennis Dean
	Chief Financial Officer
	(Principal Accounting and Financial Officer)

Date: May 12, 2023

24

EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Todd Magazine, certify that:

1.I have reviewed this quarterly report on Form 10-Q of AirSculpt Technologies, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

	AirSculpt Technologies, Inc.
Date: May 12, 2023	By:	/s/ Todd Magazine
		Todd Magazine
		Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Dennis Dean, certify that:

I have reviewed this quarterly report on Form 10-Q of AirSculpt Technologies, Inc.;

1.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

2.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

3.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

4.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(a)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(b)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(c)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

	AirSculpt Technologies, Inc.
Date: May 12, 2023	By:	/s/ Dennis Dean
		Dennis Dean
		Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report of AirSculpt Technologies, Inc. (the “Company”) on Form 10-Q for the period ended March 31, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned certifies, pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)The Report fully complies with the requirements of Sections 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company for the periods presented therein.

Date: May 12, 2023	By:	/s/ Todd Magazine
		Todd Magazine
		Chief Executive Officer

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report of AirSculpt Technologies, Inc. (the “Company”) on Form 10-Q for the period ended March 31, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned certifies, pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)The Report fully complies with the requirements of Sections 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company for the periods presented therein.

	By:	/s/ Dennis Dean
		Dennis Dean
		Chief Financial Officer
Date: May 12, 2023

XML

Cover - shares	3 Months Ended
	Mar. 31, 2023	May 12, 2023
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2023
Document Transition Report	false
Entity File Number	001-40973
Entity Registrant Name	AirSculpt Technologies, Inc.
Entity Incorporation, State or Country Code	DE
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
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	AIRS
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	true
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		56,784,968
Entity Central Index Key	0001870940
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q1
Amendment Flag	false

XML

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Current assets
Cash and cash equivalents	$ 11,283	$ 9,616
Taxes receivable	2,743	2,831
Prepaid expenses and other current assets	3,861	4,229
Total current assets	17,887	16,676
Property and equipment, net	27,284	24,206
Other long-term assets	3,273	3,280
Right of use operating lease assets	29,432	23,764
Intangible assets, net	49,911	51,099
Goodwill	81,734	81,734
Total assets	209,521	200,759
Current liabilities
Accounts payable	4,340	3,844
Accrued payroll and benefits	2,455	2,991
Current portion of long-term debt	2,125	2,125
Deferred revenue and patient deposits	3,891	2,358
Accrued and other current liabilities	3,621	6,644
Current operating lease liabilities	5,083	4,356
Total current liabilities	21,515	22,318
Long-term debt, net	81,148	81,420
Deferred tax liability, net	5,485	5,485
Long-term operating lease liabilities	25,120	19,745
Other long-term liabilities	1,025	1,025
Total liabilities	134,293	129,993
Commitments and contingent liabilities (Note 9)
Stockholders' equity
Common stock, $0.001 par value; shares authorized - 450,000,000; shares issued and outstanding - 56,711,260 and 56,181,689, respectively	56	56
Additional paid-in capital	90,312	85,858
Accumulated other comprehensive loss	(54)	(76)
Accumulated deficit	(15,086)	(15,072)
Total stockholders' equity	75,228	70,766
Total liabilities and stockholders' equity	$ 209,521	$ 200,759

XML

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, authorized (in shares)	450,000,000	450,000,000
Common stock, issued (in shares)	56,711,260	56,181,689
Common stock, outstanding (in shares)	56,711,260	56,181,689

XML

Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Income Statement [Abstract]
Revenue	$ 45,813	$ 39,544
Operating expenses:
Cost of service (exclusive of depreciation and amortization)	18,017	14,662
Selling, general and administrative	23,882	24,167
Depreciation and amortization	2,336	1,886
Gain on disposal of long-lived assets	(184)	0
Total operating expenses	44,051	40,715
Income/(loss) from operations	1,762	(1,171)
Interest expense, net	1,735	1,492
Pre-tax net income/(loss)	27	(2,663)
Income tax expense/(benefit)	41	(1,970)
Net loss	$ (14)	$ (693)
Loss per share of common stock
Basic (in dollars per share)	$ (0.00)	$ (0.01)
Diluted (in dollars per share)	$ (0.00)	$ (0.01)
Weighted average shares outstanding
Basic (in shares)	56,443,370	55,640,154
Diluted (in shares)	56,443,370	55,640,154

XML

Condensed Consolidated Statements of Other Comprehensive Income/(Loss) (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Statement of Comprehensive Income [Abstract]
Net loss	$ (14)	$ (693)
Other comprehensive loss:
Change in foreign currency translation adjustment	22	0
Total other comprehensive income	22	0
Comprehensive income/(loss)	$ 8	$ (693)

XML

Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - USD ($) $ in Thousands	Total	Common Stock	Additional Paid-in Capital	Accumulated Other Comprehensive Income	Accumulated Deficit
Beginning balance (in shares) at Dec. 31, 2021		55,640,154
Beginning balance at Dec. 31, 2021	$ 83,528	$ 56	$ 83,865	$ 0	$ (393)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Distributions	(282)		(282)		0
Equity-based compensation	7,316		7,316		0
Net loss	(693)				(693)
Ending balance (in shares) at Mar. 31, 2022		55,640,154
Ending balance at Mar. 31, 2022	89,869	$ 56	90,899	0	(1,086)
Beginning balance (in shares) at Dec. 31, 2022		56,181,689
Beginning balance at Dec. 31, 2022	70,766	$ 56	85,858	(76)	(15,072)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock through unit vesting (in shares)		529,571
Issuance of common stock through unit vesting	0
Dividends	66		66
Equity-based compensation	4,388		4,388
Net loss	(14)				(14)
Other comprehensive income	22			22
Ending balance (in shares) at Mar. 31, 2023		56,711,260
Ending balance at Mar. 31, 2023	$ 75,228	$ 56	$ 90,312	$ (54)	$ (15,086)

XML

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Cash flows from operating activities
Net loss	$ (14)	$ (693)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	2,336	1,886
Equity-based compensation	4,388	7,316
Non-cash interest expense; amortization of debt costs	259	208
Changes in assets and liabilities
Taxes receivable	88	0
Prepaid expense and other current assets	456	930
Other assets	(5,661)	(3,230)
Accounts payable	85	621
Deferred revenue and patient deposits	1,533	(404)
Accrued and other liabilities	2,749	446
Net cash provided by operating activities	6,219	7,080
Cash flows from investing activities
Purchases of property and equipment, net	(3,815)	(4,274)
Net cash used in investing activities	(3,815)	(4,274)
Cash flows from financing activities
Payment on term loan	(531)	(213)
Distribution to member	0	(711)
Dividends paid to shareholders	(206)	0
Net cash used in financing activities	(737)	(924)
Net increase in cash and cash equivalents	1,667	1,882
Cash and cash equivalents
Beginning of period	9,616	25,347
End of period	11,283	27,229
Supplemental disclosure of cash flow information:
Cash paid for interest	1,735	1,285
Supplemental disclosure of non-cash investing information:
Property and equipment included in accounts payable and accrued expenses	$ 411	$ 358

XML

ORGANIZATION AND SUMMARY OF KEY ACCOUNTING POLICIES

3 Months Ended

Mar. 31, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

ORGANIZATION AND SUMMARY OF KEY ACCOUNTING POLICIES

NOTE 1 – ORGANIZATION AND SUMMARY OF KEY ACCOUNTING POLICIES

AirSculpt Technologies, Inc. (“AirSculpt” or the "Company"), was formed as a Delaware corporation on June 30, 2021. On October 28, 2021, AirSculpt completed an initial public offering (“IPO”) of 8,050,000 shares of common stock at an initial public offering price of $11.00 per share. Immediately following the IPO, AirSculpt’s total outstanding shares were 55,640,154. Pursuant to a reorganization (the “Reorganization”) among entities under common control immediately prior to the IPO, AirSculpt became a holding company with its principal asset being 100% of the ownership interests in EBS Intermediate Parent LLC. The Company’s revenues are concentrated in the specialty, minimally invasive liposuction market. The operations of the Company prior to the IPO represent the predecessor to AirSculpt. The Company and its consolidated subsidiaries are referred to collectively in this Quarterly Report on Form 10-Q (“10-Q Report”) as “we,” “our,” and “us.” Solely for convenience, some of the copyrights, trade names and trademarks referred to in this 10-Q Report are listed without their ©, ® and ™ symbols, but we will assert, to the fullest extent under applicable law, our rights to our copyrights, trade names and trademarks.

The Company, through its wholly-owned subsidiaries, is a provider of practice management services to professional associations (“PAs”) located throughout the United States. The Company owns and operates non-clinical assets and provides its management services to the PAs through management services agreements (“MSAs”). Management services provide for the administration of the non-clinical aspects of the medical operations and include, but are not limited to, financial, administrative, technical, marketing, and personnel services. Pursuant to the MSA, the PA is responsible for all clinical aspects of the medical operations of the practice.

Principles of Consolidation

These consolidated financial statements present the financial position and results of operations of the Company, its wholly-owned subsidiaries, and the PAs, which are under the control of the Company and are considered variable interest entities in which the Company is the primary beneficiary.

All intercompany accounts and transactions have been eliminated in consolidation.

Variable Interest Entities

The Company has a variable interest in the managed PAs where it has a long-term and unilateral controlling financial interest over such PAs’ assets and operations. The Company has the ability to direct the activities that most significantly affect the PAs’ economic performance via the MSAs and related agreements. The Company is a practice management service organization and does not engage in the practice of medicine. These services are provided by licensed professionals at each of the PAs. Certain key features of the MSAs and related agreements enable the Company to assign the member interests of certain of the PAs to another member designated by the Company (i.e., “nominee shareholder”) for a nominal value in certain circumstances at the Company’s sole discretion. The MSA does not allow the Company to be involved in, or provide guidance on, the clinical operations of the PAs. The Company consolidates the PAs into the financial statements. All of the Company’s revenue is earned from services provided by the PAs. The only assets and liabilities held by the PAs included in the accompanying consolidated balance sheets are clinical related. The clinical assets and liabilities are not material to the Company as a whole.

Basis of Presentation

The condensed consolidated balance sheet as of March 31, 2023, and the condensed consolidated statements of operations, stockholders' equity, and cash flows for the three months ended March 31, 2023 and 2022 are unaudited. The unaudited condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and reflect, in the opinion of management, all adjustments of a normal and recurring nature that are necessary for the fair statement of the Company’s financial position as of March 31, 2023 and the results of operations and cash flows for the three months ended March 31, 2023 and 2022. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. The financial data and the other financial information disclosed in these notes to the condensed consolidated financial statements related to the three months ended March 31, 2023 and 2022 are also unaudited. The consolidated results of operations for the three months

ended March 31, 2023 are not necessarily indicative of results to be expected for the year ending December 31, 2023 or for any other future annual or interim period.

The condensed consolidated balance sheet as of December 31, 2022 is derived from the Company’s annual audited consolidated financial statements for the year ended December 31, 2022, which should be read in conjunction with these condensed consolidated financial statements and which are included in the Company’s Annual Report dated March 10, 2023 filed with the Securities and Exchange Commission (“SEC”) pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, as well as interests in PAs controlled by the Company through rights granted to the Company by contract to manage and control the affiliate’s business (as described in “Variable Interest Entities” above). All significant intercompany balances and transactions are eliminated in consolidation.

Revenue Recognition

Revenue consists primarily of revenue earned for the provision of the Company’s patented AirSculpt® procedures. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account for revenue recognition. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. The Company’s performance obligations are delivery of specialty, minimally invasive liposuction services.

The Company assists patients, as needed, by providing third-party financing options to pay for procedures. The Company has arrangements with various financing companies to facilitate this option. There is a financing transaction fee based on a set percentage of the amount financed and the Company recognizes revenue based on the expected transaction price which is reduced for financing fees.

Revenue for services is recognized when the service is performed. Payment is typically rendered in advance of the service. Customer contracts generally do not include more than one performance obligation.

The Company’s policy is to require payment for services in advance. Payments received for services that have yet to be performed as of March 31, 2023 and December 31, 2022 are included in deferred revenue and patient deposits.

Deferred Financing Costs, Net

Loan costs and discounts are capitalized in the period in which they are incurred and amortized on the straight-line basis over the term of the respective financing agreement which approximates the effective interest method. These costs are included as a reduction of long-term debt on the condensed consolidated balance sheets. Total amortization of deferred financing costs was approximately $0.3 million and $0.2 million for the three months ended March 31, 2023 and 2022, respectively. Amortization of loan costs and discounts is included as a component of interest expense.

Long-Lived Assets

The Company accounts for impairment of long-lived assets in accordance with the provisions of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 350, Intangibles – Goodwill and Other and Topic 360, Impairment or Disposal of Long-Lived Assets. These standards require that long-lived assets and certain identifiable intangibles be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of long-lived assets to be held and used is measured by a comparison of the carrying amount of an asset to future estimated cash flows expected to arise as a direct result of the use and eventual disposition of the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value, less costs to sell. No impairment charges were recognized for the three months ended March 31, 2023 and 2022.

Fair Value

ASC Topic 820, Fair Value Measurements and Disclosures, defines fair value, establishes a framework for measuring fair value in accordance with accounting principles generally accepted in the United States, and expands disclosure requirements about fair value measurements.

ASC Topic 820 defines three categories for the classification and measurement of assets and liabilities carried at fair value:

Level 1: Quoted market prices in active markets for identical assets or liabilities.

Level 2: Observable market-based inputs or observable inputs that are corroborated by market data.

Level 3: Unobservable inputs reflecting the reporting entity’s own assumptions.

The fair value of financial instruments is generally estimated through the use of public market prices, quotes from financial institutions and other available information. Judgment is required in interpreting data to develop estimates of market value and, accordingly, amounts are not necessarily indicative of the amounts that could be realized in a current market exchange.

Short-term financial instruments, including cash, prepaid expenses and other current assets, accounts payable, and other liabilities, consist primarily of instruments without extended maturities, for which the fair value, based on management’s estimates, approximates their carrying values. Borrowings bear interest at what is estimated to be current market rates of interest, accordingly, carrying value approximates fair value.

Earnings Per Share

Basic earnings per share of common stock is computed by dividing net loss for the three months ended March 31, 2023 and 2022 by the weighted-average number of shares of common stock outstanding during the same period. Diluted earnings per share of common stock is computed by dividing net loss for the three months ended March 31, 2023 and 2022 by the weighted-average number of shares of common stock adjusted to give effect to potentially dilutive securities. Diluted loss per share for the three months ended March 31, 2023 and 2022 is the same as basic loss per share as the inclusion of potentially dilutive shares would be antidilutive.

Advertising Costs

Advertising costs are expensed in the period when the costs are incurred and are included as a component of selling, general and administrative costs. Advertising expenses were approximately $6.1 million and $4.8 million for the three months ended March 31, 2023 and 2022, respectively.

Income Taxes

The Company applies the provisions of ASC 740-10, Accounting for Uncertain Tax Positions (“ASC 740-10”). Under these provisions, companies must determine and assess all material positions existing as of the reporting date, including all significant uncertain positions, for all tax years that are open to assessment or challenge under tax statutes. Additionally, those positions that have only timing consequences are analyzed and separated based on ASC 740-10’s recognition and measurement model.

ASC 740-10 provides guidance related to uncertain tax positions for pass-through entities and tax-exempt not-for profit entities. ASC 740-10 also modifies disclosure requirements related to uncertain tax positions for nonpublic entities and provides that all entities are subject to ASC 740-10 even if the only tax position in question is the entity’s status as a pass-through.

As required by the uncertain tax position guidance, the Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the condensed consolidated financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. The Company applied the uncertain tax position guidance to all tax positions for which the statute of limitations remained open and determined that there are no uncertain tax positions as of March 31,

2023 or December 31, 2022. The Company is not subject to U.S. federal tax examination prior to 2021, when it was formed.

The Company has an effective tax rate of approximately 151.9% and 73.98% for the three months ended March 31, 2023 and 2022, respectively, inclusive of all applicable U.S. federal and state income taxes.

XML

GOODWILL AND INTANGIBLES, NET

3 Months Ended

Mar. 31, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

GOODWILL AND INTANGIBLES, NET

NOTE 2 – GOODWILL AND INTANGIBLES, NET

The annual review of goodwill impairment will be performed in October 2023. There were no triggering events during the three months ended March 31, 2023 and 2022.

The Company had goodwill of $81.7 million at March 31, 2023 and December 31, 2022.

Intangible assets consisted of the following at March 31, 2023 and December 31, 2022 (in 000’s):

	March 31, 2023		December 31, 2022		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	(16,079)		(15,186)
Accumulated amortization of tradenames and trademarks	(5,310)		(5,015)
Total intangible assets	$	49,911	$	51,099

Aggregate amortization expense on intangible assets was approximately $1.2 million for both of the three months ended March 31, 2023 and 2022.

XML

PROPERTY AND EQUIPMENT, NET

3 Months Ended

Mar. 31, 2023

Property, Plant and Equipment [Abstract]

PROPERTY AND EQUIPMENT, NET

NOTE 3 – PROPERTY AND EQUIPMENT, NET

As of March 31, 2023 and December 31, 2022 property and equipment consists of the following: (in 000’s):

	March 31, 2023		December 31, 2022
Medical equipment	$	9,474	$	8,906
Office and computer equipment	740		551
Furniture and fixtures	3,604		3,457
Leasehold improvements	18,658		14,614
Construction in progress	2,150		2,854
Less: Accumulated depreciation	(7,342)		(6,176)
Property and equipment, net	$	27,284	$	24,206

Depreciation expense was approximately $1.2 million and $0.7 million for the three months ended March 31, 2023 and 2022, respectively.

XML

DEBT

3 Months Ended

Mar. 31, 2023

Debt Disclosure [Abstract]

DEBT

NOTE 4 – DEBT

On November 7, 2022, the Company entered into a credit agreement with a syndicate of lenders (the "Credit Agreement") maturing November 7, 2027. Pursuant to the Credit Agreement, there is (i) an $85.0 million aggregate principal amount of term loans and (ii) a revolving loan facility in an aggregate principal amount of up to $5.0 million. The proceeds were used, in part, to pay off the Company’s $83.6 million outstanding principal balance under its previous credit facility.

Under the Credit Agreement, all outstanding loans bear interest based on either a base rate or SOFR plus an applicable per annum margin. The applicable per annum margin is 2.0% or 3.0% for base rate or SOFR, respectively, if the Company's total leverage ratio is equal to or greater than 2.0x. If the Company's total leverage ratio is equal to or greater than 1.0x and less than 2.0x, the applicable per annum margin is 1.5% or 2.5% for base rate or SOFR, respectively. If the Company's total

leverage ratio is below 1.0x, the applicable per annum margin is 1.0% or 2.0% for base rate or SOFR, respectively. As of March 31, 2023, the interest rate was 7.23%.

Total borrowings as of March 31, 2023 and December 31, 2022 were as follows (in 000’s):

	March 31, 2023		December 31, 2022
Term loan	$	84,469	$	85,000
Unamortized debt discounts and issuance costs	(1,196)		(1,455)
Total debt, net	83,273		83,545
Less: Current portion	(2,125)		(2,125)
Long-term debt, net	$	81,148	$	81,420

As of March 31, 2023 and 2022, the Company had $5.0 million available on the revolving credit facility.

The scheduled future maturities of long-term debt as of March 31, 2023 is as follows (in 000’s):

2023 (excluding the three months ended March 31, 2023)	$	1,594
2024	2,125
2025	4,250
2026	6,375
2027	70,125
Total maturities	$	84,469

All borrowings under the Credit Agreement are cross collateralized by substantially all assets of the Company and are subject to certain restrictive covenants including quarterly total leverage ratio and fixed charge ratio requirements. The Company is in compliance with all covenants and has no letter of credit outstanding as of March 31, 2023 and 2022.

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LEASES

3 Months Ended

Mar. 31, 2023

Leases [Abstract]

LEASES

NOTE 5 – LEASES

The Company’s operating leases are primarily for real estate, including medical office suites and corporate offices. For the three months ended March 31, 2023 and 2022, the Company incurred rent expense of $1.5 million and $1.0 million, respectively, for its medical office suites. The Company’s rent expense related to its medical office suites is classified in cost of services within the Company’s condensed consolidated statements of operations. The Company incurred rent expense of $91,000 and $45,000 for the three months ended March 31, 2023 and 2022, respectively, related to the corporate offices which is classified in selling, general and administrative expenses. The Company currently does not have any finance leases.

Real estate lease agreements typically have initial terms of five to ten years and may include one or more options to renew. The useful life of assets and leasehold improvements are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise. The Company’s lease agreements do not contain any material residual value guarantees, restrictions or covenants.

The following table presents supplemental cash flow information for the three months ended March 31, 2023 and 2022 (in 000’s):

	March 31, 2023		March 31, 2022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash outflows from operating leases	$	1,253	$	978
Right-of-use assets obtained in exchange for lease obligations:
Operating leases	$	7,870	$	2,073

Future minimum rental payments under all non-cancellable operating lease agreements for the succeeding five years are as follows, excluding common area maintenance charges that may be required by the agreements, as of March 31, 2023 (in 000’s):

2023 (excluding the three months ended March 31, 2023)	$	4,310
2024	6,393
2025	6,542
2026	6,173
2027	5,069
Thereafter	11,081
Total lease payments	39,568
Less: imputed interest	(9,366)
Total lease obligations	$	30,202

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STOCKHOLDERS' EQUITY AND EQUITY-BASED COMPENSATION

3 Months Ended

Mar. 31, 2023

Share-Based Payment Arrangement [Abstract]

STOCKHOLDERS' EQUITY AND EQUITY-BASED COMPENSATION

NOTE 6 – STOCKHOLDERS' EQUITY AND EQUITY-BASED COMPENSATION

During the three months ended March 31, 2023, the Company granted 608,955 restricted stock units ("RSUs") to executive officers and employees under the 2021 Equity Incentive Plan. These RSUs are not considered outstanding until vested. These RSUs have a time-based vesting condition. These units will vest 1/3 per year over three years. Vesting and payment of these RSUs are generally subject to continuing service of the employee or non-employee director over the ratable vesting periods beginning one year from the date of grant to three years after the date of grant. The fair values of these RSUs were determined based on the closing price of the Company’s common stock on the trading date immediately prior to the grant date. These RSUs are not considered outstanding until vested.

During the three months ended March 31, 2023, the Company also granted 585,588 performance based stock units ("PSUs") which have market-based vesting conditions. The vesting is based on achievement of a total shareholder return relative to a specified peer group (“rTSR”). Based on the rTSR, the awards can settle in shares in a range from 0% to 200%. In addition to the achievement of the performance conditions, these PSUs are generally subject to the continuing service of the employee over the ratable vesting period from the earned date continuing through the settlement of the shares. For these PSUs, the shares settle in the first quarter of the year following the year in which the vesting criteria is met. The fair values of PSUs with a market-based vesting condition were estimated using a Monte Carlo simulation model.

The Company recorded equity-based compensation expense of $4.4 million and $7.3 million for the three months ended March 31, 2023 and 2022, respectively, in selling, general and administrative expenses on the condensed consolidated statements of operations. Forfeitures are recognized as incurred.

The Company paid dividends of approximately $0.2 million for the three months ended March 31, 2023. The Company paid distributions to the Parent of approximately $0.3 million for the three months ended March 31, 2022.

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EARNINGS PER SHARE

3 Months Ended

Mar. 31, 2023

Earnings Per Share [Abstract]

EARNINGS PER SHARE

NOTE 7 – EARNINGS PER SHARE

Basic earnings per share of common stock is computed by dividing net loss for the three months ended March 31, 2023 and 2022 by the weighted-average number of shares of common stock outstanding during the same period. Diluted earnings per share of common stock is computed by dividing net loss for the three months ended March 31, 2023 and 2022 by the weighted-average number of shares of common stock adjusted to give effect to potentially dilutive securities. Diluted loss per share for the three months ended March 31, 2023 and 2022, respectively, is the same as basic loss per share as the inclusion of potentially dilutive shares would be antidilutive.

A reconciliation of the numerator and denominator used in the calculation of basic and diluted net loss per share of common stock is as follows (in 000’s except for shares and per share figures):

	Three Months Ended March 31,
	2023		2022
Numerator:
Net loss	$	(14)	$	(693)
Denominator:
Weighted average shares of common stock outstanding - basic	56,443,370		55,640,154
Add: Effect of dilutive securities	—		—
Weighted average shares of common stock outstanding - diluted	56,443,370		55,640,154
Loss per share of common stock outstanding - basic and diluted	$	(0.00)	$	(0.01)

The following number of potentially dilutive shares were excluded from the calculation of diluted loss per share because the effect of including such potentially dilutive shares would have been antidilutive.

	Three Months Ended March 31,
	2023	2022
Restricted stock units	1,947,898	2,472,640
Performance and market-based stock units	2,420,096	2,417,001

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INCOME TAXES

3 Months Ended

Mar. 31, 2023

Income Tax Disclosure [Abstract]

INCOME TAXES

NOTE 8 – INCOME TAXES

The Company's income tax expense/(benefit) for the three months ended March 31, 2023 and 2022 was $41.0 thousand and $(2.0) million, and the effective tax rates was 151.9% and 74.0%. The main driver of the difference between the effective and statutory rate is non-deductible executive compensation under Section 162(m) of the Internal Revenue Code. There are no uncertain tax positions as of March 31, 2023 or December 31, 2022.

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COMMITMENTS AND CONTINGENCIES

3 Months Ended

Mar. 31, 2023

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

NOTE 9 – COMMITMENTS AND CONTINGENCIES

Professional Liability

In the ordinary course of business, the Company becomes involved in pending and threatened legal actions and proceedings, most of which involve claims of medical malpractice related to medical services provided by the PAs employed and affiliated physicians. The Company may also become subject to other lawsuits which could involve large claims and significant costs. The Company believes, based upon a review of pending actions and proceedings, that the outcome of such legal actions and proceedings will not have a material adverse effect on its business, financial condition, results of operations, and cash flows. The outcome of such actions and proceedings, however, cannot be predicted with certainty and an unfavorable resolution of one or more of them could have a material adverse effect on the Company’s business, financial condition, results of operations, and cash flows.

Although the Company currently maintains liability insurance coverage intended to cover professional liability and certain other claims, the Company cannot assure that its insurance coverage will be adequate to cover liabilities arising out of claims asserted against it in the future where the outcomes of such claims are unfavorable. Liabilities in excess of the Company’s insurance coverage, including coverage for professional liability and certain other claims, could have a material adverse effect on the Company’s business, financial condition, results of operations, and cash flows.

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SEGMENT INFORMATION

3 Months Ended

Mar. 31, 2023

Segment Reporting [Abstract]

SEGMENT INFORMATION

NOTE 10 – SEGMENT INFORMATION

The Company has one reportable segment: direct medical procedure services. This segment is made up of facilities and medical staff that provide the Company’s patented AirSculpt® procedures to patients. Segment information is presented in the same manner that the Company’s chief operating decision maker (“CODM”) reviews the operating results in assessing performance and allocating resources. The Company’s CODM is the Company’s chief executive officer. The CODM reviews financial information presented on a consolidated basis for purposes of making operating decisions, assessing financial performance and allocating resources. The Company’s CODM reviews revenue, gross profit and Adjusted EBITDA. Gross profit is defined as revenues less cost of service incurred and Adjusted EBITDA as net income/loss excluding depreciation and amortization, net interest expense, income tax expense/(benefit), pre-opening de novo and

relocation costs, restructuring and related severance costs, IPO related costs, (gain)/loss on disposal of long-lived assets, and equity-based compensation.

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ORGANIZATION AND SUMMARY OF KEY ACCOUNTING POLICIES (Policies)

3 Months Ended

Mar. 31, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Principles of Consolidation

Principles of Consolidation

These consolidated financial statements present the financial position and results of operations of the Company, its wholly-owned subsidiaries, and the PAs, which are under the control of the Company and are considered variable interest entities in which the Company is the primary beneficiary.

All intercompany accounts and transactions have been eliminated in consolidation.

Variable Interest Entities

Variable Interest Entities

The Company has a variable interest in the managed PAs where it has a long-term and unilateral controlling financial interest over such PAs’ assets and operations. The Company has the ability to direct the activities that most significantly affect the PAs’ economic performance via the MSAs and related agreements. The Company is a practice management service organization and does not engage in the practice of medicine. These services are provided by licensed professionals at each of the PAs. Certain key features of the MSAs and related agreements enable the Company to assign the member interests of certain of the PAs to another member designated by the Company (i.e., “nominee shareholder”) for a nominal value in certain circumstances at the Company’s sole discretion. The MSA does not allow the Company to be involved in, or provide guidance on, the clinical operations of the PAs. The Company consolidates the PAs into the financial statements. All of the Company’s revenue is earned from services provided by the PAs. The only assets and liabilities held by the PAs included in the accompanying consolidated balance sheets are clinical related. The clinical assets and liabilities are not material to the Company as a whole.

Basis of Presentation

Basis of Presentation

The condensed consolidated balance sheet as of March 31, 2023, and the condensed consolidated statements of operations, stockholders' equity, and cash flows for the three months ended March 31, 2023 and 2022 are unaudited. The unaudited condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and reflect, in the opinion of management, all adjustments of a normal and recurring nature that are necessary for the fair statement of the Company’s financial position as of March 31, 2023 and the results of operations and cash flows for the three months ended March 31, 2023 and 2022. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. The financial data and the other financial information disclosed in these notes to the condensed consolidated financial statements related to the three months ended March 31, 2023 and 2022 are also unaudited. The consolidated results of operations for the three months

ended March 31, 2023 are not necessarily indicative of results to be expected for the year ending December 31, 2023 or for any other future annual or interim period.

The condensed consolidated balance sheet as of December 31, 2022 is derived from the Company’s annual audited consolidated financial statements for the year ended December 31, 2022, which should be read in conjunction with these condensed consolidated financial statements and which are included in the Company’s Annual Report dated March 10, 2023 filed with the Securities and Exchange Commission (“SEC”) pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, as well as interests in PAs controlled by the Company through rights granted to the Company by contract to manage and control the affiliate’s business (as described in “Variable Interest Entities” above). All significant intercompany balances and transactions are eliminated in consolidation.

Revenue Recognition

Revenue Recognition

Revenue consists primarily of revenue earned for the provision of the Company’s patented AirSculpt® procedures. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account for revenue recognition. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. The Company’s performance obligations are delivery of specialty, minimally invasive liposuction services.

The Company assists patients, as needed, by providing third-party financing options to pay for procedures. The Company has arrangements with various financing companies to facilitate this option. There is a financing transaction fee based on a set percentage of the amount financed and the Company recognizes revenue based on the expected transaction price which is reduced for financing fees.

Revenue for services is recognized when the service is performed. Payment is typically rendered in advance of the service. Customer contracts generally do not include more than one performance obligation.

The Company’s policy is to require payment for services in advance. Payments received for services that have yet to be performed as of March 31, 2023 and December 31, 2022 are included in deferred revenue and patient deposits.

Deferred Financing Costs, Net

Deferred Financing Costs, NetLoan costs and discounts are capitalized in the period in which they are incurred and amortized on the straight-line basis over the term of the respective financing agreement which approximates the effective interest method. These costs are included as a reduction of long-term debt on the condensed consolidated balance sheets.

Long-Lived Assets

Long-Lived AssetsThe Company accounts for impairment of long-lived assets in accordance with the provisions of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 350, Intangibles – Goodwill and Other and Topic 360, Impairment or Disposal of Long-Lived Assets. These standards require that long-lived assets and certain identifiable intangibles be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of long-lived assets to be held and used is measured by a comparison of the carrying amount of an asset to future estimated cash flows expected to arise as a direct result of the use and eventual disposition of the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value, less costs to sell.

Fair Value

Fair Value

ASC Topic 820, Fair Value Measurements and Disclosures, defines fair value, establishes a framework for measuring fair value in accordance with accounting principles generally accepted in the United States, and expands disclosure requirements about fair value measurements.

ASC Topic 820 defines three categories for the classification and measurement of assets and liabilities carried at fair value:

Level 1: Quoted market prices in active markets for identical assets or liabilities.

Level 2: Observable market-based inputs or observable inputs that are corroborated by market data.

Level 3: Unobservable inputs reflecting the reporting entity’s own assumptions.

The fair value of financial instruments is generally estimated through the use of public market prices, quotes from financial institutions and other available information. Judgment is required in interpreting data to develop estimates of market value and, accordingly, amounts are not necessarily indicative of the amounts that could be realized in a current market exchange.

Short-term financial instruments, including cash, prepaid expenses and other current assets, accounts payable, and other liabilities, consist primarily of instruments without extended maturities, for which the fair value, based on management’s estimates, approximates their carrying values. Borrowings bear interest at what is estimated to be current market rates of interest, accordingly, carrying value approximates fair value.

Earnings Per Share

Earnings Per ShareBasic earnings per share of common stock is computed by dividing net loss for the three months ended March 31, 2023 and 2022 by the weighted-average number of shares of common stock outstanding during the same period. Diluted earnings per share of common stock is computed by dividing net loss for the three months ended March 31, 2023 and 2022 by the weighted-average number of shares of common stock adjusted to give effect to potentially dilutive securities.

Advertising Costs

Advertising CostsAdvertising costs are expensed in the period when the costs are incurred and are included as a component of selling, general and administrative costs.

Income Taxes

Income Taxes

The Company applies the provisions of ASC 740-10, Accounting for Uncertain Tax Positions (“ASC 740-10”). Under these provisions, companies must determine and assess all material positions existing as of the reporting date, including all significant uncertain positions, for all tax years that are open to assessment or challenge under tax statutes. Additionally, those positions that have only timing consequences are analyzed and separated based on ASC 740-10’s recognition and measurement model.

ASC 740-10 provides guidance related to uncertain tax positions for pass-through entities and tax-exempt not-for profit entities. ASC 740-10 also modifies disclosure requirements related to uncertain tax positions for nonpublic entities and provides that all entities are subject to ASC 740-10 even if the only tax position in question is the entity’s status as a pass-through.

As required by the uncertain tax position guidance, the Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the condensed consolidated financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. The Company applied the uncertain tax position guidance to all tax positions for which the statute of limitations remained open

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GOODWILL AND INTANGIBLES, NET (Tables)

3 Months Ended

Mar. 31, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Finite-Lived Intangible Assets

Intangible assets consisted of the following at March 31, 2023 and December 31, 2022 (in 000’s):

	March 31, 2023		December 31, 2022		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	(16,079)		(15,186)
Accumulated amortization of tradenames and trademarks	(5,310)		(5,015)
Total intangible assets	$	49,911	$	51,099

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PROPERTY AND EQUIPMENT, NET (Tables)

3 Months Ended

Mar. 31, 2023

Property, Plant and Equipment [Abstract]

Property and Equipment, Net

As of March 31, 2023 and December 31, 2022 property and equipment consists of the following: (in 000’s):

	March 31, 2023		December 31, 2022
Medical equipment	$	9,474	$	8,906
Office and computer equipment	740		551
Furniture and fixtures	3,604		3,457
Leasehold improvements	18,658		14,614
Construction in progress	2,150		2,854
Less: Accumulated depreciation	(7,342)		(6,176)
Property and equipment, net	$	27,284	$	24,206

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DEBT (Tables)

3 Months Ended

Mar. 31, 2023

Debt Disclosure [Abstract]

Long-term Debt, Net

Total borrowings as of March 31, 2023 and December 31, 2022 were as follows (in 000’s):

	March 31, 2023		December 31, 2022
Term loan	$	84,469	$	85,000
Unamortized debt discounts and issuance costs	(1,196)		(1,455)
Total debt, net	83,273		83,545
Less: Current portion	(2,125)		(2,125)
Long-term debt, net	$	81,148	$	81,420

Future Maturities of Long-term Debt, Net

The scheduled future maturities of long-term debt as of March 31, 2023 is as follows (in 000’s):

2023 (excluding the three months ended March 31, 2023)	$	1,594
2024	2,125
2025	4,250
2026	6,375
2027	70,125
Total maturities	$	84,469

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LEASES (Tables)

3 Months Ended

Mar. 31, 2023

Leases [Abstract]

Weighted-Average Lease Terms, Discount Rates and Supplemental Cash Flow Information

The following table presents supplemental cash flow information for the three months ended March 31, 2023 and 2022 (in 000’s):

	March 31, 2023		March 31, 2022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash outflows from operating leases	$	1,253	$	978
Right-of-use assets obtained in exchange for lease obligations:
Operating leases	$	7,870	$	2,073

Future Minimum Rental Payments under all Non-Cancellable Operating Leases

Future minimum rental payments under all non-cancellable operating lease agreements for the succeeding five years are as follows, excluding common area maintenance charges that may be required by the agreements, as of March 31, 2023 (in 000’s):

2023 (excluding the three months ended March 31, 2023)	$	4,310
2024	6,393
2025	6,542
2026	6,173
2027	5,069
Thereafter	11,081
Total lease payments	39,568
Less: imputed interest	(9,366)
Total lease obligations	$	30,202

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EARNINGS PER SHARE (Tables)

3 Months Ended

Mar. 31, 2023

Earnings Per Share [Abstract]

Reconciliation of Numerator and Denominator Used in Calculation of Basic and Diluted Net Loss per Share

A reconciliation of the numerator and denominator used in the calculation of basic and diluted net loss per share of common stock is as follows (in 000’s except for shares and per share figures):

	Three Months Ended March 31,
	2023		2022
Numerator:
Net loss	$	(14)	$	(693)
Denominator:
Weighted average shares of common stock outstanding - basic	56,443,370		55,640,154
Add: Effect of dilutive securities	—		—
Weighted average shares of common stock outstanding - diluted	56,443,370		55,640,154
Loss per share of common stock outstanding - basic and diluted	$	(0.00)	$	(0.01)

Antidilutive Securities Excluded from Computation of Earnings Per Share

The following number of potentially dilutive shares were excluded from the calculation of diluted loss per share because the effect of including such potentially dilutive shares would have been antidilutive.

	Three Months Ended March 31,
	2023	2022
Restricted stock units	1,947,898	2,472,640
Performance and market-based stock units	2,420,096	2,417,001

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ORGANIZATION AND SUMMARY OF KEY ACCOUNTING POLICIES (Details)		3 Months Ended
	Oct. 28, 2021 $ / shares shares	Mar. 31, 2023 USD ($) shares	Mar. 31, 2022 USD ($)	Dec. 31, 2022 USD ($) shares	Oct. 27, 2021
Subsidiary, Sale of Stock [Line Items]
Number of shares outstanding (in shares) | shares	55,640,154	56,711,260		56,181,689
Business reorganization, ownership interest					1
Amortization of deferred financing		$ 259,000	$ 208,000
Impairment charges		0	0
Advertising expenses		6,100,000	$ 4,800,000
Uncertain tax positions		$ 0		$ 0
Effective tax rate		151.90%	73.98%
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Number of shares sold in initial stock offering (in shares) | shares	8,050,000
Initial stock offering price (in dollars per share) | $ / shares	$ 11.00

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GOODWILL AND INTANGIBLES, NET - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill	$ 81,734		$ 81,734
Amortization of intangible assets	$ 1,200	$ 1,200

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GOODWILL AND INTANGIBLES, NET - Finite-Lived Intangible Assets (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible assets, gross	$ 71,300	$ 71,300
Total	49,911	51,099
Technology and know-how
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible assets, gross	53,600	53,600
Accumulated amortization	$ (16,079)	(15,186)
Useful Life	15 years
Trademarks and tradenames
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible assets, gross	$ 17,700	17,700
Accumulated amortization	$ (5,310)	$ (5,015)
Useful Life	15 years

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PROPERTY AND EQUIPMENT, NET - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Less: Accumulated depreciation	$ (7,342)	$ (6,176)
Property and equipment, net	27,284	24,206
Medical equipment
Property, Plant and Equipment [Line Items]
Property and equipment, gross	9,474	8,906
Office and computer equipment
Property, Plant and Equipment [Line Items]
Property and equipment, gross	740	551
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Property and equipment, gross	3,604	3,457
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property and equipment, gross	18,658	14,614
Construction in progress
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 2,150	$ 2,854

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PROPERTY AND EQUIPMENT, NET - Narrative (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 1.2	$ 0.7

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DEBT - Narrative (Details)	Nov. 07, 2022 USD ($)	Mar. 31, 2023 USD ($)	Mar. 31, 2022 USD ($)
Debt Instrument [Line Items]
Letters of credit outstanding		$ 0	$ 0
2022 Credit Agreement
Debt Instrument [Line Items]
Leverage ratio, triggering event, maximum	2.0
Leverage ratio, triggering event, minimum	1.0
2022 Credit Agreement | Debt Instrument, Triggering Event, One | Base Rate
Debt Instrument [Line Items]
Basis spread on variable rate	2.00%
2022 Credit Agreement | Debt Instrument, Triggering Event, One | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate
Debt Instrument [Line Items]
Basis spread on variable rate	3.00%
2022 Credit Agreement | Debt Instrument, Triggering Event, Two | Base Rate
Debt Instrument [Line Items]
Basis spread on variable rate	1.50%
2022 Credit Agreement | Debt Instrument, Triggering Event, Two | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate
Debt Instrument [Line Items]
Basis spread on variable rate	2.50%
2022 Credit Agreement | Debt Instrument, Triggering Event, Three | Base Rate
Debt Instrument [Line Items]
Basis spread on variable rate	1.00%
2022 Credit Agreement | Debt Instrument, Triggering Event, Three | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate
Debt Instrument [Line Items]
Basis spread on variable rate	200.00%
Secured Debt | 2018 Credit Agreement
Debt Instrument [Line Items]
Debt face amount	$ 83,600,000
Secured Debt | 2022 Credit Agreement
Debt Instrument [Line Items]
Debt face amount	85,000,000
Debt instrument, interest rate percentage		7.23%
Line of Credit | 2018 Credit Agreement | Revolving Credit Facility
Debt Instrument [Line Items]
Available borrowing capacity		$ 5,000,000	$ 5,000,000
Line of Credit | 2022 Credit Agreement | Revolving Credit Facility
Debt Instrument [Line Items]
Maximum borrowing capacity	$ 5,000,000

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DEBT - Long-term Debt, Net (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Debt Instrument [Line Items]
Term loan	$ 84,469
Unamortized debt discounts and issuance costs	(1,196)	$ (1,455)
Total debt, net	83,273	83,545
Less: Current portion	(2,125)	(2,125)
Long-term debt, net	81,148	81,420
Secured Debt
Debt Instrument [Line Items]
Term loan	$ 84,469	$ 85,000

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DEBT - Future Maturities of Long-term Debt, Net (Details) $ in Thousands	Mar. 31, 2023 USD ($)
Debt Disclosure [Abstract]
2023 (excluding the three months ended March 31, 2023)	$ 1,594
2024	2,125
2025	4,250
2026	6,375
2027	70,125
Total maturities	$ 84,469

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LEASES - Narrative (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2023 USD ($) renewal_option	Mar. 31, 2022 USD ($)
Lessee, Lease, Description [Line Items]
Number of lease renewal options (or more) | renewal_option	1
Minimum
Lessee, Lease, Description [Line Items]
Lease term	5 years
Maximum
Lessee, Lease, Description [Line Items]
Lease term	10 years
Office Building
Lessee, Lease, Description [Line Items]
Rent expense	$ 1,500	$ 1,000
Corporate Offices
Lessee, Lease, Description [Line Items]
Rent expense	$ 91	$ 45

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LEASES - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash outflows from operating leases	$ 1,253	$ 978
Right-of-use assets obtained in exchange for lease obligations:
Operating leases	$ 7,870	$ 2,073

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LEASES - Future Minimum Rental Payments under all Non-Cancellable Operating Leases (Details) $ in Thousands	Mar. 31, 2023 USD ($)
Leases [Abstract]
2023 (excluding the three months ended March 31, 2023)	$ 4,310
2024	6,393
2025	6,542
2026	6,173
2027	5,069
Thereafter	11,081
Total lease payments	39,568
Less: imputed interest	(9,366)
Total lease obligations	$ 30,202

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EQUITY-BASED COMPENSATION - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity -based compensation expense	$ 4,400	$ 7,300
Dividends paid	$ 206	0
Distributions paid to parent		$ 300
Restricted stock units | Equity Incentive Plan 2021 | Share-based Payment Arrangement, Tranche One
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting rights, percentage		33.00%
Restricted stock units | Equity Incentive Plan 2021 | Share-based Payment Arrangement, Tranche Two
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting rights, percentage		33.00%
Restricted stock units | Equity Incentive Plan 2021 | Share-based Payment Arrangement, Tranche Three
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting rights, percentage		33.00%
Restricted stock units | Executive Offices And Employees | Equity Incentive Plan 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares granted in period	608,955
Award vesting period	3 years
Market Based Performance Shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares granted in period	585,588
Market Based Performance Shares | Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
rTSR payout percentage	200.00%
Market Based Performance Shares | Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
rTSR payout percentage	0.00%

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EARNINGS PER SHARE - Reconciliation of Numerator and Denominator Used in Calculation of Basic and Diluted Net Loss per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Numerator:
Net loss, basic	$ (14)	$ (693)
Net loss, diluted	$ (14)	$ (693)
Denominator:
Weighted average shares of common stock outstanding - basic (in shares)	56,443,370	55,640,154
Add: Effect of dilutive securities (in shares)	0	0
Weighted average shares of common stock outstanding - diluted (in shares)	56,443,370	55,640,154
Loss per share of common stock outstanding - basic (in dollars per share)	$ (0.00)	$ (0.01)
Loss per share of common stock outstanding - diluted (in dollars per share)	$ (0.00)	$ (0.01)

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EARNINGS PER SHARE - Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Restricted stock units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (in shares)	1,947,898	2,472,640
Performance and market-based stock units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (in shares)	2,420,096	2,417,001

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INCOME TAXES - Narrative (Details) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Income tax expense/(benefit)	$ 41,000	$ (1,970,000)
Effective tax rate	151.90%	73.98%
Uncertain tax positions	$ 0		$ 0

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SEGMENT INFORMATION (Details)	3 Months Ended
	Mar. 31, 2023 reportable_segment
Segment Reporting [Abstract]
Number of reportable segments	1