Airsculpt Technologies, Inc 8-K/A, filed Apr 6, 2026
Airsculpt Technologies, Inc. (AIRS)
8-K/A
2026-04-06
For: 2026-04-02
View Original
Added on
April 06, 2026
About this 8-K/A
Airsculpt Technologies, Inc filed this 8-K/A on April 6, 2026, reporting on events of April 2, 2026.
Items reported
- Item 2.02: Financial results
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 2, 2026
(Exact name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
| (Address of Principal Executive Offices) | (Zip Code) | |||||||
(786 ) 709-9690
(Registrant’s Telephone Number, Including Area Code)
Not applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class: | Trading Symbol(s): | Name of Exchange on Which Registered: | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒
EXPLANATORY NOTE
AirSculpt Technologies, Inc. (the “Company”) is filing this Amendment on Form 8-K/A (this “Amendment”) to its Press Release announcing results for the twelve months ended December 31, 2025, originally filed with the Securities and
Exchange Commission (the “SEC”) on April 2, 2026 (the “Original Filing”), to correct errors in the presentation of certain non-GAAP financial measures.
Specifically, the Company determined that a one-time non-cash adjustment related to the closure of its London facility was inaccurate in the calculation of Adjusted EBITDA, Adjusted EBITDA Margin, and Adjusted Net (Loss)/Income in the tables presented in the MD&A section of the Original Filing for the three and twelve months ended December 31, 2025. This error resulted in an overstatement of Adjusted EBITDA and Adjusted Net (Loss)/Income of approximately $2.6 million, and an overstatement of Adjusted EBITDA Margin of approximately 7.8% and 1.7% for the three and twelve months ended December 31, 2025, respectively. Additionally, there was an adjustment related to the tax effect of adjustments within the Adjusted Net (Loss)/Income which overstated Adjusted Net (Loss)/Income by $2.7 million, resulting in a $0.1 million net overstatement for the three and twelve months ended December 31, 2025, respectively.
The Company has corrected the presentation of these non-GAAP financial measures in this Amendment. These errors did not impact the Company’s Selected Consolidated Financial Data, which were prepared in accordance with U.S. generally accepted accounting principles (“GAAP”).
Additionally, the Company notes there is no impact to the 2026 forward-looking guidance.
Item 2.02 Results of Operations and Financial Condition.
On April 2, 2026 , AirSculpt Technologies, Inc. (the “Company”) issued a press release announcing results for the twelve months ended December 31, 2025. A copy of the press release is attached hereto as Exhibit 99.1.
In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933.
The Company makes reference to non-GAAP financial measures in the attached press release and a reconciliation of such non-GAAP financial measures to the most directly comparable GAAP financial measures is provided therein.
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits
| Exhibit No. | Description | ||||
99.1 | |||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: April 6, 2026 | ||||||||
| AirSculpt Technologies, Inc. | ||||||||
| By: | /s/ Michael Arthur | |||||||
| Name: Michael Arthur | ||||||||
| Title: Chief Financial Officer | ||||||||
[Signature Page to the Form 8-K]
Exhibit 99.1
AirSculpt Technologies Reports Fourth Quarter and Full Year Fiscal 2025 Results
MIAMI BEACH, Fla., April 6, 2026 (GLOBE NEWSWIRE) – In a release issued under the same headline on April 2nd, 2026, by AirSculpt Technologies, Inc. (NASDAQ:AIRS), please note that the Company determined that a one-time non-cash adjustment related to the closure of its London facility was inaccurate in the calculation of Adjusted EBITDA, Adjusted EBITDA Margin, and Adjusted Net (Loss)/Income. The updated release reflects the updated figures.
AirSculpt Technologies, Inc. (NASDAQ:AIRS)(“AirSculpt” or the “Company”), a national provider of premium body contouring procedures, today announced results for the fourth quarter and twelve months ended December 31, 2025.
Yogi Jashnani, Chief Executive Officer, stated: “In the fourth quarter, we delivered sequential improvement in same store sales versus the first nine months of the year. During 2025, we took significant steps to enhance our business approach and team. We added talent, improved business processes, implemented a new go-to-market strategy, and added new procedures that expanded our market potential."
"The results of this work are already evident,” continued Mr Jashnani. “We entered fiscal 2026 with same-store sales turning positive in February and enhanced financial flexibility to fuel our growth. I'm pleased with our team's unwavering commitment and excited about what lies ahead. AirSculpt is scaled, trusted and strongly positioned at the intersection of aesthetics and GLP-1’s. I'm confident our strategy positions us to create meaningful value for our shareholders." concluded Mr. Jashnani.
Fourth Quarter 2025 Results
•Case volume was 2,604 for the fourth quarter of 2025, representing a 15.0% decline from the fiscal year 2024 fourth quarter case volume of 3,064;
•Revenue declined 14.6% to $33.4 million from $39.2 million in the fiscal year 2024 fourth quarter;
•Net loss for the quarter was $1.3 million compared to net loss of $5.0 million in the fiscal year 2024 fourth quarter; and
•Adjusted EBITDA was $(0.1) million compared to $1.9 million in the fiscal year 2024 fourth quarter.
Full Year 2025 Results
•Case volume was 11,852, a decline of 15.6% from the full fiscal year 2024 case volume of 14,036;
•Revenue declined 15.8% to $151.8 million from $180.4 million in the full fiscal year 2024;
•Net loss was $11.7 million compared to $8.0 million in the full fiscal year 2024; and
•Adjusted EBITDA was $12.5 million compared to $21.0 million in the full fiscal year 2024.
2026 Outlook
The Company projects full year 2026 revenue and adjusted EBITDA guidance as follows:
•Revenue of approximately $151 to $157 million
•Adjusted EBITDA of approximately $15 to $17 million
The Company expects first quarter 2026 revenue of $38.5 to $39.5 million representing same-store revenue of approximately flat at the midpoint.
For additional information on forward-looking statements, see the section titled "Forward-Looking Statements" below.
1
Debt & Liquidity
As of December 31, 2025, the Company had $8.4 million in cash and cash equivalents, with $5.0 million of borrowing capacity under its revolving credit facility. Additionally, gross debt was approximately $56.0 million. During the 2026 first quarter, the Company raised an additional $14.8 million from the at-the-market offering program and paid down $11.0 million of debt, resulting in gross debt of approximately $45.0 million as of the 2026 first quarter. The Company remains in compliance with all debt covenants.
Conference Call Information
AirSculpt will hold a conference call today, April 2, 2026 at 8:30 am (Eastern Time). The conference call can be accessed by dialing 1-877-407-9716 (toll-free domestic) or 1-201-493-6779 (international) using the conference ID 13758597 or by visiting the link below to request a return call for instant telephone access to the event.
https://callme.viavid.com/viavid/?$Y2FsbG1lPXRydWUmcGFzc2NvZGU9MTM3MjUxMTYmaD10cnVlJmluZm89Y29tcGFueSZyPXRydWUmQj02
The live webcast may be accessed via the investor relations section of the AirSculpt Technologies website at https://investors.airsculpt.com. A replay of the webcast will be available for approximately 90 days following the call.
To learn more about AirSculpt, please visit the Company's website at https://investors.airsculpt.com. AirSculpt uses its website as a channel of distribution for material Company information. Financial and other material information regarding AirSculpt is routinely posted on the Company's website and is readily accessible.
About AirSculpt
AirSculpt is a next-generation body contouring treatment designed to optimize both comfort and precision, available exclusively at AirSculpt offices. The minimally invasive procedure removes fat and tightens skin, while sculpting targeted areas of the body, allowing for quick healing with minimal bruising, tighter skin, and precise results.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the federal U.S. securities laws. In some cases, you can identify these statements by forward-looking words such as “may,” “might,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue,” the negative of these terms and other comparable terminology, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements, which are subject to risks, uncertainties, and assumptions about us, may include projections of our future financial performance (including in particular our projected 2026 revenue and adjusted EBITDA), our anticipated growth strategies, and anticipated trends in our business. These statements are only predictions based on our current expectations and projections about future events. You are cautioned that there are important risks and uncertainties, many of which are beyond our control, that could cause our actual results, level of activity, performance, or achievements to differ materially from the projected results, level of activity, performance or achievements that are expressed or implied by such forward-looking statements. We qualify all of our forward-looking statements by these cautionary statements, including those factors discussed in the section titled “Risk Factors” in our Annual Report on Form 10-K.
Our future results could be affected by a variety of other factors, including, but not limited to, inability to sell equity or other securities in the future at a time when we might otherwise wish to effect sales; inability to raise capital on commercially reasonable terms, if at all; the risk that any future financings may dilute our stockholders or restrict our business; failure to stabilize same-store performance; not being able to optimize our marketing investment, go-to-market strategy and sales process; not having the ability to expand our financing options for consumers; being unsuccessful in further product innovations; failure to operate centers in a cost-effective manner; increased operating expenses due to rising inflation; increased competition in the weight loss and obesity solutions market, including as a result of the recent regulatory approval, increased market acceptance, availability and customer awareness of weight-loss drugs; shortages or quality control issues with third-party manufacturers or suppliers; competition for surgeons; litigation or medical malpractice claims; inability to protect the confidentiality of our proprietary information; changes in the laws governing the corporate practice of medicine or fee-splitting; changes in regulatory and macroeconomic conditions, including inflation and the threat of recession, economic and other conditions of the
2
states and jurisdictions where our facilities are located; and business disruption or other losses from natural disasters, war, pandemic, terrorist acts or political unrest.
The risk factors discussed in “Item 1A. Risk Factors” in our Annual Report on Form 10-K and in other filings we make from time to time with the SEC could cause our results to differ materially from those expressed in the forward-looking statements made in this press release.
There also may be other risks and uncertainties that are currently unknown to us or that we are unable to predict at this time.
Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance, or achievements. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of any of these forward-looking statements. Forward-looking statements represent our estimates and assumptions only as of the date they were made, which are inherently subject to change, and we are under no duty and we assume no obligation to update any of these forward-looking statements, or to update the reasons actual results could differ materially from those anticipated after the date of this press release to conform our prior statements to actual results or revised expectations, except as required by law. Given these uncertainties, investors should not place undue reliance on these forward-looking statements.
Use of Non-GAAP Financial Measures
The Company reports financial results in accordance with generally accepted accounting principles in the United States (“GAAP”), however, the Company believes the evaluation of ongoing operating results may be enhanced by a presentation of Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income and Adjusted Net Income per Share, which are non-GAAP financial measures. Although the Company provides guidance for Adjusted EBITDA, it is not able to provide guidance for net income, the most directly comparable GAAP measure. Certain elements of the composition of net income, including equity-based compensation, are not predictable, making it impractical for us to provide guidance on net income or to reconcile our Adjusted EBITDA guidance to net income without unreasonable efforts. For the same reasons, the Company is unable to address the probable significance of the unavailable information regarding net income, which could be material to future results.
These non-GAAP financial measures are not intended to replace financial performance measures determined in accordance with GAAP. Rather, they are presented as supplemental measures of the Company's performance that management believes may enhance the evaluation of the Company's ongoing operating results. These non-GAAP financial measures are not presented in accordance with GAAP, and the Company’s computation of these non-GAAP financial measures may vary from similar measures used by other companies. These measures have limitations as an analytical tool and should not be considered in isolation or as a substitute or alternative to revenue, net income, operating income, cash flows from operating activities, total indebtedness or any other measures of operating performance, liquidity or indebtedness derived in accordance with GAAP.
3
AirSculpt Technologies, Inc. and Subsidiaries
Selected Consolidated Financial Data
(Dollars in thousands, except shares and per share amounts)
Three Months Ended December 31, | Twelve Months Ended December 31, | ||||||||||||||||||||||
2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
Revenue | $ | 33,442 | $ | 39,178 | $ | 151,818 | $ | 180,350 | |||||||||||||||
Operating expenses: | |||||||||||||||||||||||
Cost of service | 13,675 | 16,689 | 61,690 | 71,149 | |||||||||||||||||||
Selling, general and administrative(1) | 18,216 | 23,355 | 82,180 | 98,880 | |||||||||||||||||||
Depreciation and amortization | 3,076 | 3,195 | 12,781 | 11,888 | |||||||||||||||||||
Loss on impairment of long-lived assets (2) | (2,670) | 12 | 4,575 | 16 | |||||||||||||||||||
Cost related to closing location, net (3) | 2,152 | — | 2,152 | — | |||||||||||||||||||
Total operating expenses | 34,449 | 43,251 | 163,378 | 181,933 | |||||||||||||||||||
Loss from operations | (1,007) | (4,073) | (11,560) | (1,583) | |||||||||||||||||||
Interest expense, net | 1,484 | 1,609 | 6,078 | 6,247 | |||||||||||||||||||
Pre-tax net loss | (2,491) | (5,682) | (17,638) | (7,830) | |||||||||||||||||||
Income tax (benefit)/expense | (3,774) | (706) | (5,971) | 188 | |||||||||||||||||||
Net income/(loss) | $ | 1,283 | $ | (4,976) | $ | (11,667) | $ | (8,018) | |||||||||||||||
Income/(loss) per share of common stock | |||||||||||||||||||||||
Basic | $ | 0.02 | $ | (0.09) | $ | (0.19) | $ | (0.14) | |||||||||||||||
Diluted | $ | 0.02 | $ | (0.09) | $ | (0.19) | $ | (0.14) | |||||||||||||||
Weighted average shares outstanding | |||||||||||||||||||||||
Basic | 63,278,594 | 58,121,431 | 60,450,769 | 57,688,906 | |||||||||||||||||||
Diluted | 68,216,681 | 58,121,431 | 60,450,769 | 57,688,906 | |||||||||||||||||||
(1) During the first quarter of fiscal year 2024, the Company recorded a cumulative reversal of stock compensation expense of $10.4 million related to reassessing the probability of achieving the performance target on certain of the Company's performance-based stock units. For further discussion, see Note 6 to the condensed consolidated financial statements included in the Company's Annual Report on Form 10-K/A for the year ended December 31, 2025 (the "2025 Annual Report") for further discussion.
(2) During the fiscal year ended December 31, 2025, the Company recorded a $4.5 million loss related to the impairment of a portion of the Salesforce implementation project and $0.1 million related to the corporate office PPE write-off. In the fourth quarter of 2025, the Company made a reclassification for presentation purposes of expenses previously included here into Cost related to closing location, net. These items largely relate to the loss on London PPE. See Note 1 to the consolidated financial statements included in the 2025 Annual Report for further discussion.
(3) During the fiscal year ended December 31, 2025, the Company recorded $2.2 million in costs related to the closure of the London facility. Comprising that amount is a $2.4 million loss on London PPE and $3.3 million rent expense from accelerated amortization, offset by a $3.2 million gain on the deconsolidation as of December 31, 2025 related to net liabilities and $0.3 million income from reclassification of CTA. Rent expense from accelerated amortization during the third quarter of 2025 of approximately $1.1 million was reclassified from Selling, general and administrative expense during the fourth quarter for presentation purposes. See Note 1 to the consolidated financial statements included in the 2025 Annual Report for further discussion.
4
AirSculpt Technologies, Inc. and Subsidiaries
Selected Financial and Operating Data
(Dollars in thousands, except per case amounts)
December 31, 2025 | December 31, 2024 | ||||||||||
Balance Sheet Data (at period end): | |||||||||||
Cash and cash equivalents | $ | 8,449 | $ | 8,235 | |||||||
Total current assets | 15,456 | 17,117 | |||||||||
Total assets | $ | 187,304 | $ | 212,781 | |||||||
Current portion of long-term debt | $ | 5,460 | $ | 4,250 | |||||||
Deferred revenue and patient deposits | 1,871 | 1,169 | |||||||||
Total current liabilities | 27,902 | 28,949 | |||||||||
Long-term debt, net | 50,585 | 65,456 | |||||||||
Revolving credit funds payable | — | 5,000 | |||||||||
Total liabilities | $ | 99,592 | $ | 134,593 | |||||||
Total stockholders’ equity | $ | 87,712 | $ | 78,188 | |||||||
Three Months Ended December 31, | Twelve Months Ended December 31, | ||||||||||||||||||||||
2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
Cash Flow Data: | |||||||||||||||||||||||
Net cash provided by (used in): | |||||||||||||||||||||||
Operating activities | $ | (2,531) | $ | 2,713 | $ | 3,096 | $ | 11,350 | |||||||||||||||
Investing activities | (58) | (3,528) | (2,404) | (14,007) | |||||||||||||||||||
Financing activities | 5,633 | 3,078 | (478) | 630 | |||||||||||||||||||
Three Months Ended December 31, | Twelve Months Ended December 31, | ||||||||||||||||||||||
2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
Other Data: | |||||||||||||||||||||||
Number of facilities | 31 | 32 | 31 | 32 | |||||||||||||||||||
Number of total procedure rooms | 65 | 67 | 65 | 67 | |||||||||||||||||||
Cases | 2,604 | 3,064 | 11,852 | 14,036 | |||||||||||||||||||
Revenue per case | $ | 12,843 | $ | 12,787 | $ | 12,809 | $ | 12,849 | |||||||||||||||
Adjusted EBITDA (1) | $ | (130) | $ | 1,913 | $ | 12,499 | $ | 20,959 | |||||||||||||||
Adjusted EBITDA margin (2) | (0.4)% | 4.9% | 8.2% | 11.6% | |||||||||||||||||||
(1) A reconciliation of this non-GAAP financial measure appears below. | ||
(2) Defined as Adjusted EBITDA as a percentage of revenue. | ||
5
AirSculpt Technologies, Inc. and Subsidiaries
Supplemental Information
(Dollars in thousands, except per case amounts)
Three Months Ended December 31, | Twelve Months Ended December 31, | ||||||||||||||||||||||
2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
Same-center Information (1): | |||||||||||||||||||||||
Cases | 2,345 | 2,879 | 10,670 | 13,689 | |||||||||||||||||||
Case growth | (18.5)% | N/A | (22.1)% | N/A | |||||||||||||||||||
Revenue per case | $ | 12,891 | $ | 12,797 | $ | 12,798 | $ | 12,781 | |||||||||||||||
Revenue per case growth | 0.7% | N/A | 0.1% | N/A | |||||||||||||||||||
Number of facilities | 31 | 31 | 31 | 31 | |||||||||||||||||||
Number of total procedure rooms | 65 | 65 | 65 | 65 | |||||||||||||||||||
(1) For the three months ended December 31, 2025 and 2024, we define same-center case and revenue growth as the growth in each of our cases and revenue at facilities that were owned and operated during the three months ended December 31, 2025 and 2024, respectively. At facilities that were not owned or operated for the entirety of the prior year period, the current year period has been pro-rated to reflect only growth experienced during the portion of the three months ended December 31, 2025 in which such facilities were owned and operated during the three months ended December 31, 2024. We define same-center facilities and procedure rooms based on if a facility was owned or operated as of December 31, 2024. Beginning September 30, 2025, we have excluded the London facility from all periods presented due to the closure of the facility. | ||
For the twelve months ended December 31, 2025 and 2024, we define same-center case and revenue growth as the growth in each of our cases and revenue at facilities that were owned and operated during the twelve months ended December 31, 2025 and 2024, respectively. At facilities that were not owned or operated for the entirety of the prior year period, the current year period has been pro-rated to reflect only growth experienced during the portion of the twelve months ended December 31, 2025 in which such facilities were owned and operated during the twelve months ended December 31, 2024. We define same-center facilities and procedure rooms based on if a facility was owned or operated as of December 31, 2024. Beginning September 30, 2025, we have excluded the London facility from all periods presented due to the closure of the facility. | ||
6
AirSculpt Technologies, Inc. and Subsidiaries
Reconciliation of Non-GAAP Financial Measures
(Dollars in thousands)
We report our financial results in accordance with GAAP, however, management believes the evaluation of our ongoing operating results may be enhanced by a presentation of Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income and Adjusted Net Income per Share, which are non-GAAP financial measures.
We define Adjusted EBITDA as net income/(loss) excluding depreciation and amortization, net interest expense, income tax (benefit)/expense, restructuring and related severance costs, loss on impairment of long-lived assets, costs related to closing facility and equity-based compensation.
We define Adjusted Net Income as net income/(loss) excluding restructuring and related severance costs, loss on impairment of long-lived assets, cost related to closing facility equity-based compensation and the tax effect of these adjustments.
We include Adjusted EBITDA and Adjusted Net Income because they are important measures on which our management assesses and believes investors should assess our operating performance. We consider Adjusted EBITDA and Adjusted Net Income each to be an important measure because they help illustrate underlying trends in our business and our historical operating performance on a more consistent basis. Adjusted EBITDA has limitations as an analytical tool including: (i) Adjusted EBITDA does not include results from equity-based compensation and (ii) Adjusted EBITDA does not reflect interest expense on our debt or the cash requirements necessary to service interest or principal payments. Adjusted Net Income has limitations as an analytical tool because it does not include results from equity-based compensation.
We define Adjusted EBITDA Margin as Adjusted EBITDA as a percentage of revenue. We define Adjusted Net Income per Share as Adjusted Net Income divided by weighted average basic and diluted shares. We included Adjusted EBITDA Margin and Adjusted Net Income per Share because they are important measures on which our management assesses and believes investors should assess our operating performance. We consider Adjusted EBITDA Margin and Adjusted Net Income per Share to be important measures because they help illustrate underlying trends in our business and our historical operating performance on a more consistent basis.
7
AirSculpt Technologies, Inc. and Subsidiaries
Reconciliation of Non-GAAP Financial Measures
(Dollars in thousands)
The following table reconciles Adjusted EBITDA and Adjusted EBITDA Margin to net (loss)/income, the most directly comparable GAAP financial measure:
Three Months Ended December 31, | Twelve Months Ended December 31, | ||||||||||||||||||||||
2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
Net income/(loss) | $ | 1,283 | $ | (4,976) | $ | (11,667) | $ | (8,018) | |||||||||||||||
Plus | |||||||||||||||||||||||
Equity-based compensation(1) | (1,385) | 2,240 | 2,331 | 3,762 | |||||||||||||||||||
Restructuring and related severance costs | (296) | 539 | 2,220 | 6,026 | |||||||||||||||||||
Depreciation and amortization | 3,076 | 3,195 | 12,781 | 11,888 | |||||||||||||||||||
Loss on impairment of long-lived assets (2) | (2,670) | 12 | 4,575 | 16 | |||||||||||||||||||
Cost related to closing location, net (3) | 2,152 | — | 2,152 | — | |||||||||||||||||||
Litigation settlements(4) | — | — | — | 850 | |||||||||||||||||||
Interest expense, net | 1,484 | 1,609 | 6,078 | 6,247 | |||||||||||||||||||
Income tax (benefit)/expense | (3,774) | (706) | (5,971) | 188 | |||||||||||||||||||
Adjusted EBITDA | $ | (130) | $ | 1,913 | $ | 12,499 | $ | 20,959 | |||||||||||||||
Adjusted EBITDA Margin | (0.4 | %) | 4.9 | % | 8.2 | % | 11.6 | % | |||||||||||||||
(1) During the first quarter of fiscal year 2024, the Company recorded a cumulative reversal of stock compensation expense of $10.4 million related to reassessing the probability of achieving the performance target on certain of the Company's performance-based stock units. For further discussion, see Note 6 to the condensed consolidated financial statements included in the 2025 Annual Report for further discussion. | ||
(2) During the fiscal year ended December 31, 2025, the Company recorded a $4.5 million loss related to the impairment of a portion of the Salesforce implementation project and $0.1 million related to the corporate office PPE write-off. In the fourth quarter of 2025, the Company made a reclassification for presentation purposes of expenses previously included here into Cost related to closing location, net. These items largely relate to the loss on London PPE. See Note 1 to the consolidated financial statements included in the 2025 Annual Report for further discussion. | ||
(3) During the fiscal year ended December 31, 2025, the Company recorded $2.2 million in costs related to the closure of the London facility. Comprising that amount is a $2.4 million loss on London PPE and $3.3 million rent expense from accelerated amortization, offset by a $3.2 million gain on the deconsolidation as of December 31, 2025 related to net liabilities and $0.3 million income from reclassification of CTA. Rent expense from accelerated amortization during the third quarter of 2025 of approximately $1.1 million was reclassified from Selling, general and administrative expense during the fourth quarter for presentation purposes. See Note 1 to the consolidated financial statements included in the 2025 Annual Report for further discussion. | ||
(4) This amount relates to settlement costs for non-recurring litigation of $0.9 million for the three and nine months ended September 30, 2024. For further discussion, see Note 9 to the condensed consolidated financial statements included in the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2024. | ||
8
AirSculpt Technologies, Inc. and Subsidiaries
Reconciliation of Non-GAAP Financial Measures
(Dollars in thousands)
The following table reconciles Adjusted Net Income and Adjusted Net Income per Share to net income/(loss), the most directly comparable GAAP financial measure:
Three Months Ended December 31, | Twelve Months Ended December 31, | ||||||||||||||||||||||||||||||||||
2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||||||||||||
Net income/(loss) | $ | 1,283 | $ | (4,976) | $ | (11,667) | $ | (8,018) | |||||||||||||||||||||||||||
Plus | |||||||||||||||||||||||||||||||||||
Equity-based compensation(1) | (1,385) | 2,240 | 2,331 | 3,762 | |||||||||||||||||||||||||||||||
Restructuring and related severance costs | (296) | 539 | 2,220 | 6,026 | |||||||||||||||||||||||||||||||
Loss on impairment of long-lived assets (2) | (2,670) | 12 | 4,575 | 16 | |||||||||||||||||||||||||||||||
Cost related to closing location, net (3) | 2,152 | — | — | 2,152 | — | ||||||||||||||||||||||||||||||
Litigation settlements(4) | — | — | — | — | 850 | ||||||||||||||||||||||||||||||
Tax effect of adjustments(5) | (82) | (2,267) | (2,932) | (1,271) | |||||||||||||||||||||||||||||||
Adjusted net income | $ | (998) | $ | (4,452) | $ | (3,321) | $ | 1,365 | |||||||||||||||||||||||||||
Adjusted net income (loss) per share of common stock (6) | |||||||||||||||||||||||||||||||||||
Basic | $ | (0.02) | $ | (0.08) | $ | (0.05) | $ | 0.02 | |||||||||||||||||||||||||||
Diluted | $ | (0.02) | $ | (0.08) | $ | (0.05) | $ | 0.02 | |||||||||||||||||||||||||||
Weighted average shares outstanding | |||||||||||||||||||||||||||||||||||
Basic | 63,278,594 | 58,121,431 | 60,450,769 | 57,688,906 | |||||||||||||||||||||||||||||||
Diluted | 63,278,594 | 58,121,431 | 60,450,769 | 58,281,133 | |||||||||||||||||||||||||||||||
(1) During the first quarter of fiscal year 2024, the Company recorded a cumulative reversal of stock compensation expense of $10.4 million related to reassessing the probability of achieving the performance target on certain of the Company's performance-based stock units. For further discussion, see Note 6 to the condensed consolidated financial statements included in the 2025 Annual Report.
(2) During the fiscal year ended December 31, 2025, the Company recorded a $4.5 million loss related to the impairment of a portion of the Salesforce implementation project and $0.1 million related to the corporate office PPE write-off. In the fourth quarter of 2025, the Company made a reclassification for presentation purposes of expenses previously included here into Cost related to closing location, net. These items largely relate to the loss on London PPE. See Note 1 to the consolidated financial statements included in the 2025 Annual Report for further discussion.
(3) During the fiscal year ended December 31, 2025, the Company recorded $2.2 million in costs related to the closure of the London facility. Comprising that amount is a $2.4 million loss on London PPE and $3.3 million rent expense from accelerated amortization, offset by a $3.2 million gain on the deconsolidation as of December 31, 2025 related to net liabilities and $0.3 million income from reclassification of CTA. Rent expense from accelerated amortization during the third quarter of 2025 of approximately $1.1 million was reclassified from Selling, general and administrative expense during the fourth quarter for presentation purposes. See Note 1 to the consolidated financial statements included in the 2025 Annual Report for further discussion.
(4) This amount relates to settlement costs for non-recurring litigation of $0.9 million for the three and nine months ended September 30, 2024. For further discussion, see Note 9 to the condensed consolidated financial statements included in the Quarterly Report on Form 10-Q for the quarter ended September 30, 2024.
(5) Within the tax effect of adjustments, any disallowed stock compensation related to 162(m) is used to offset equity-based compensation recognized under GAAP. For the year ended December 31, 2025, there is no disallowed stock compensation related to 162(m) because the prior year awards subject to these limitations have either vested or been forfeited, and no active stock awards are currently subject to these limitations.
(6) Diluted Adjusted Net Income Per Share is computed by dividing adjusted net income by the weighted-average number of shares of common stock outstanding adjusted for the dilutive effect of all potential shares of common stock.
Investor Contact
9
AirSculpt Technologies, Inc. and Subsidiaries
Reconciliation of Non-GAAP Financial Measures
(Dollars in thousands)
Allison Malkin
ICR, Inc.
airsculpt@icrinc.com
10