0001870940-25-000008 | 10-K | XBRL Viewer | Airsculpt Technologies INC

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INCOME TAXES - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
INCOME TAXES - Narrative (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Tax Credit Carryforward [Line Items]
Effective tax rate, percent	(2.30%)	249.40%	(29.90%)
Valuation allowance	$ 793	$ 541
Foreign pretax loss	(1,500)	(1,900)	$ (1,400)
Foreign Tax Authority
Tax Credit Carryforward [Line Items]
Net operating loss carryforwards	1,000	4,000
Foreign Tax Authority \| CANADA
Tax Credit Carryforward [Line Items]
Net operating loss carryforwards	200	1,400
Foreign Tax Authority \| UNITED KINGDOM
Tax Credit Carryforward [Line Items]
Net operating loss carryforwards	$ 800	$ 2,600

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2024	Dec. 31, 2023
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)	58,369,138	57,355,676
Common stock, outstanding (in shares)	58,369,138	57,355,676

Pay vs Performance Disclosure - USD ($) $ in Thousands	12 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Pay vs Performance Disclosure
Net loss	$ (8,251)	$ (4,479)	$ (14,679)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

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+ Details

INCOME TAXES (Tables)

12 Months Ended

Dec. 31, 2024

Income Tax Disclosure [Abstract]

Components of Income Tax Expense (Benefit)

Significant components of income tax expense were as follows (in 000’s):


	Fiscal Year Ended December 31,
	2024		2023		2022
Current
U.S. Federal	$	(81)	$	4,565	$	1,235
State and Local	521		1,570		1,014
Total current income tax expense	440		6,135		2,249
Deferred
U.S. Federal	(95)		1,192		1,109
State and Local	(199)		431		25
Foreign	42		(281)		—
Total deferred income tax (benefit) expense	(252)		1,342		1,134
Total	$	188	$	7,477	$	3,383

Effective Income Tax Rate Reconciliation

A reconciliation of income taxes computed at the U.S. federal statutory income tax rate of 21% to the Company’s income tax (expense) was as follows:


	Fiscal Year Ended December 31,
	2024		2023		2022
At U.S. Federal statutory tax rate	21.0	%	21.0	%	21.0	%
State income taxes	(2.6)	%	55.7	%	(7.3)	%
Pass-through income	—	%	—	%	—	%
Nondeductible Reorganization and IPO costs	—	%	—	%	—	%
Nondeductible officer compensation	(17.0)	%	159.1	%	(38.8)	%
Valuation allowance and other nondeductible expenses	(3.7)	%	13.6	%	(4.8)	%
Total	(2.3)	%	249.4	%	(29.9)	%

Deferred Tax Assets and Liabilities

The Company’s deferred tax assets (liabilities) consisted of the following (in 000’s):


	December 31,
	2024		2023
Deferred tax assets
Accrued liabilities	$	39	$	422
Net operating loss	1,368		827
Operating lease liability	7,181		6,497
Equity-based compensation	887		1,596
State bonus depreciation	735		425
163(j) limitation	1,837		277
Other	614		30
Total deferred tax assets	12,661		10,074
Valuation allowance	(793)		(541)
Total deferred tax assets, net of valuation allowance	11,868		9,533
Deferred tax liabilities
Property, plant and equipment	(6,464)		(5,566)
Intangible assets	(4,722)		(3,881)
Right-of-use asset	(6,588)		(6,014)
Prepaid expenses and other current assets	(690)		(900)
Total deferred tax liabilities	(18,464)		(16,361)
Net deferred tax liabilities	$	(6,596)	$	(6,828)

ORGANIZATION AND SUMMARY OF KEY ACCOUNTING POLICIES (Details) - USD ($)	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Subsidiary, Sale of Stock [Line Items]
Revenue	$ 180,350,000	$ 195,917,000	$ 168,794,000
Net loss	(8,251,000)	(4,479,000)	(14,679,000)
Amortization of deferred financing	339,000	207,000	921,000
Capitalized hosting arrangement costs	$ 2,400,000	1,700,000
Finite-lived intangible assets, useful life	15 years
Impairment charges	$ 0	0	0
Advertising Cost	33,400,000	25,900,000	$ 20,600,000
Uncertain tax positions	$ 0	$ 0
Effective tax rate, percent	(2.30%)	249.40%	(29.90%)
Medical equipment
Subsidiary, Sale of Stock [Line Items]
Estimated useful lives	5 years
Office and computer equipment
Subsidiary, Sale of Stock [Line Items]
Estimated useful lives	5 years
Furniture and Fixtures
Subsidiary, Sale of Stock [Line Items]
Estimated useful lives	7 years
Non-US
Subsidiary, Sale of Stock [Line Items]
Revenue	$ 6,100,000	$ 5,200,000	$ 300,000
Net loss	$ (1,500,000)	$ (1,900,000)	$ (1,400,000)

PROPERTY AND EQUIPMENT, NET - Narrative (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 7.1	$ 5.5	$ 3.3

SEGMENT INFORMATION (Tables)

12 Months Ended

Dec. 31, 2024

Segment Reporting [Abstract]

Schedule of Segment Reporting Information, by Segment

Segment information is presented below showing revenue, significant expenses and net income/(loss) (the closest GAAP measure to Adjusted EBITDA), in the same manner that the CODM reviews the operating results in assessing performance and allocating resources.


	Twelve Months Ended December 31,
($ in thousands)		2024		2023		2022
Revenue		$	180,350	$	195,917	$	168,794
Operating expenses:
Cost of service (exclusive of depreciation and amortization) (1)		71,382		74,012		62,781
Advertising Cost		33,429		25,938		20,598
Facility selling, general, and administrative expense		22,933		24,694		20,427
Corporate selling, general, and administrative expense		42,518		51,749		60,393
Loss on debt modification		—		—		932
Depreciation and amortization		11,888		10,253		8,061
Loss/(gain) on disposal of long-lived assets		16		(212)		147
Total operating expenses		182,166		186,434		173,339
(Loss)/income from operations		(1,816)		9,483		(4,545)
Interest expense, net		6,247		6,485		6,751
Pre-tax net (loss)/income		(8,063)		2,998		(11,296)
Income tax expense		188		7,477		3,383
Net loss		$	(8,251)	$	(4,479)	$	(14,679)

Segment assets		$	209,996	$	204,019	$	200,759

(1) Cost of services includes the costs of physicians, nursing, supplies and rent directly related to the performance of procedures at the facility level.

EARNINGS PER SHARE

12 Months Ended

Dec. 31, 2024

Earnings Per Share [Abstract]

EARNINGS PER SHARE

NOTE 7 – EARNINGS PER SHARE

Basic earnings per share of common stock is computed by dividing net income/loss attributable to AirSculpt Technologies, Inc. for the twelve months ended December 31, 2024, 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 income/loss attributable to AirSculpt Technologies, Inc. for the twelve months ended December 31, 2024, 2023, and 2022 by the weighted-average number of shares of common stock adjusted to give effect to potentially dilutive securities. Where the inclusion of potentially dilutive shares would be antidilutive, diluted loss per share equals basic 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):


	Fiscal Year Ended December 31,
	2024		2023		2022
Numerator:
Net loss	$	(8,251)	$	(4,479)	$	(14,679)
Denominator:
Weighted average shares of common stock outstanding - basic	57,688,906		56,778,793		55,684,701
Add: Effect of dilutive securities	—		—		—
Weighted average shares of common stock outstanding - diluted	57,688,906		56,778,793		55,684,701
Loss per share of common stock outstanding - basic and diluted	$	(0.14)	$	(0.08)	$	(0.26)

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.


	Fiscal Year Ended December 31,
	2024	2023	2022
Restricted stock units	667,931	1,047,501	1,367,558
Performance and market-based stock units	947,452	1,625,882	2,159,076

SUBSEQUENT EVENTS (Details)	Sep. 13, 2024	Mar. 12, 2024 USD ($)	Nov. 07, 2022
Vesey Street Capital Partners
Subsequent Event [Line Items]
Ownership percentage held by private equity sponsor		0.501
2022 Credit Agreement
Subsequent Event [Line Items]
Leverage ratio, triggering event, minimum			1.0
Leverage ratio, triggering event, maximum			2.0
Guaranty amount		$ 10,000,000
2022 Credit Agreement \| Secured Debt
Subsequent Event [Line Items]
Percentage of equity proceeds required for debt repayment		1
Equity proceeds threshold for mandatory debt repayment		$ 10,000,000
Equity proceeds carve-out amount		$ 3,000,000
Amendment consent fee, percentage		0.0015
Minimum liquidity requirement		$ 125,000
Required term loan prepayment amount		10,000,000
2022 Credit Agreement \| Revolving Credit Facility \| Line of Credit
Subsequent Event [Line Items]
Minimum cash threshold before required debt repayment		$ 3,000,000
2022 Credit Agreement \| Debt Instrument, Triggering Event, One
Subsequent Event [Line Items]
Leverage ratio, triggering event, minimum	2.0	3.00
2022 Credit Agreement \| Debt Instrument, Triggering Event, One \| Base Rate
Subsequent Event [Line Items]
Basis spread on variable rate	2.50%	3.75%	2.00%
2022 Credit Agreement \| Debt Instrument, Triggering Event, One \| Secured Overnight Financing Rate (SOFR)
Subsequent Event [Line Items]
Basis spread on variable rate	3.50%	4.75%	3.00%
2022 Credit Agreement \| Debt Instrument, Triggering Event, Two
Subsequent Event [Line Items]
Leverage ratio, triggering event, minimum	1.0	2.00
Leverage ratio, triggering event, maximum	2.0	3.00
2022 Credit Agreement \| Debt Instrument, Triggering Event, Two \| Base Rate
Subsequent Event [Line Items]
Basis spread on variable rate	2.00%	3.50%	1.50%
2022 Credit Agreement \| Debt Instrument, Triggering Event, Two \| Secured Overnight Financing Rate (SOFR)
Subsequent Event [Line Items]
Basis spread on variable rate	3.00%	4.50%	2.50%
2022 Credit Agreement \| Debt Instrument, Triggering Event, Three
Subsequent Event [Line Items]
Leverage ratio, triggering event, maximum	1.0	2.00
2022 Credit Agreement \| Debt Instrument, Triggering Event, Three \| Base Rate
Subsequent Event [Line Items]
Basis spread on variable rate	1.50%	3.25%	1.00%
2022 Credit Agreement \| Debt Instrument, Triggering Event, Three \| Secured Overnight Financing Rate (SOFR)
Subsequent Event [Line Items]
Basis spread on variable rate	2.50%	4.25%	2.00%
Quarter Ended March 31, 2025 \| 2022 Credit Agreement
Subsequent Event [Line Items]
Consolidated fixed charge coverage ratio, minimum		0.50	1.10
Consolidated leverage ratio, maximum		4.25
Quarter Ended June 30, 2025 \| 2022 Credit Agreement
Subsequent Event [Line Items]
Consolidated fixed charge coverage ratio, minimum		1.10
Consolidated leverage ratio, maximum		3.50	2.75
Quarter Ended September 30, 2025 And Thereafter \| 2022 Credit Agreement
Subsequent Event [Line Items]
Consolidated fixed charge coverage ratio, minimum		1.25
Consolidated leverage ratio, maximum			2.25
Quarter Ended June 30, 2025 And Thereafter \| 2022 Credit Agreement
Subsequent Event [Line Items]
Consolidated fixed charge coverage ratio, minimum			1.25
Quarter Ended September 30, 2025 \| 2022 Credit Agreement
Subsequent Event [Line Items]
Consolidated leverage ratio, maximum		3.25
Quarter Ended December 31, 2025 \| 2022 Credit Agreement
Subsequent Event [Line Items]
Consolidated leverage ratio, maximum		3.25
Quarter Ended March 31, 2026 \| 2022 Credit Agreement
Subsequent Event [Line Items]
Consolidated leverage ratio, maximum		2.75
Quarter Ended March 31, 2025 And Thereafter \| 2022 Credit Agreement
Subsequent Event [Line Items]
Consolidated leverage ratio, maximum		2.25
Month Ended March 31, 2025 \| 2022 Credit Agreement
Subsequent Event [Line Items]
Consolidated leverage ratio, maximum			3.25
Minimum liquidity		$ 3,000,000
Month Ended April 30, 2025 \| 2022 Credit Agreement
Subsequent Event [Line Items]
Minimum liquidity		5,000,000
Months Ended May 31, 2025 And Thereafter \| 2022 Credit Agreement
Subsequent Event [Line Items]
Minimum liquidity		$ 7,500,000

ACCRUED AND OTHER CURRENT LIABILITIES (Tables)

12 Months Ended

Dec. 31, 2024

Payables and Accruals [Abstract]

Schedule of Accrued and Other Current Liabilities

As of December 31, 2024 and December 31, 2023 accrued and other current liabilities consists of the following (in 000’s):


	December 31, 2024		December 31, 2023
Accrued advertising costs	$	3,209	$	—
Credit card payable	1,576		1,140
Accrued severance	1,400		—
Other	2,119		2,163
Accrued and other current liabilities	$	8,304	$	3,303

ACCRUED AND OTHER CURRENT LIABILITIES

12 Months Ended

Dec. 31, 2024

Payables and Accruals [Abstract]

ACCRUED AND OTHER CURRENT LIABILITIES

NOTE 12 – ACCRUED AND OTHER CURRENT LIABILITIES

As of December 31, 2024 and December 31, 2023 accrued and other current liabilities consists of the following (in 000’s):


	December 31, 2024		December 31, 2023
Accrued advertising costs	$	3,209	$	—
Credit card payable	1,576		1,140
Accrued severance	1,400		—
Other	2,119		2,163
Accrued and other current liabilities	$	8,304	$	3,303

ORGANIZATION AND SUMMARY OF KEY ACCOUNTING POLICIES	12 Months Ended
ORGANIZATION AND SUMMARY OF KEY ACCOUNTING POLICIES	Dec. 31, 2024
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. The Company's revenues are concentrated in the specialty, minimally invasive liposuction market. The Company and its consolidated subsidiaries are referred to collectively in these consolidated financial statements as “we,” “our,” and “us.” Solely for convenience, some of the copyrights, trade names and trademarks referred to in these consolidated financial statements 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, Canada, and the United Kingdom. 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 domestic and international subsidiaries, and its variable interest in the managed PAs in the United States ("Domestic 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. Basis of Presentation In the opinion of management, the accompanying consolidated financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Variable Interest Entities The Company has a variable interest in the Domestic PAs where it has a long-term and unilateral controlling financial interest over their assets and operations. The Company has the ability to direct the activities that most significantly affect the Domestic 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 Domestic PAs. Certain key features of the MSAs and related agreements enable the Company to assign the member interests of certain of the Domestic 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 Domestic PAs. The Company consolidates the Domestic PAs into the financial statements. All of the Company’s revenue is earned from services provided by the Domestic PAs and its wholly-owned foreign subsidiaries in the United Kingdom and Canada. The only assets and liabilities held by the Domestic 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. Accounting Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Cash and Concentration of Credit Risk The Company considers all highly liquid investments with original maturities of three months or less when purchased to be cash equivalents. The Company’s revenues are concentrated in the specialty, minimally invasive liposuction market. The Company maintains cash balances at financial institutions which may at times exceed the amount covered by the Federal Deposit Insurance Corporation. The Company has not experienced any losses in such accounts. 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 are not contingent upon any criteria. 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 are included in deferred revenue and patient deposits. All of the deferred revenue and patient deposits as of December 31, 2023 and 2022 were recognized in revenue during the twelve months ended December 31, 2024 and 2023. For the twelve months ended December 31, 2024, 2023, and 2022, revenue from international locations was $6.1 million, $5.2 million, and $0.3 million, respectively, and net loss from international operations was $1.5 million, $1.9 million, and $1.4 million, respectively. Cost of Service Cost of service is comprised of all service and product costs related to the delivery of procedures, including but not limited to compensation to doctors, nurses and clinical staff, supply costs, and facility rent expense. 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 consolidated balance sheets. Total amortization of deferred financing costs was approximately $0.3 million, $0.2 million, and $0.9 million for the twelve months ended December 31, 2024, 2023 and 2022, respectively. Amortization of loan costs and discounts is included as a component of interest expense. Property and Equipment, Net Property and equipment are stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method of accounting over the assets’ estimated useful lives, generally five years for medical equipment, five years for office and computer equipment, and seven years for furniture and fixtures. Depreciation of leasehold improvements is based on the shorter of the estimated useful life of the improvement or the remaining lease term. As of December 31, 2024 and 2023, the Company has $2.4 million and $1.7 million recorded, respectively, in other long-term assets related to a software as a service hosting arrangement that has not yet been implemented. The software will be used to enhance the sales and marketing process. Leases The Company determines if an arrangement is a lease at inception. Right-of-use assets represent the right to use the underlying assets for the lease term and the lease liabilities represent the obligation to make lease payments arising from the leases. Right-of-use assets and liabilities are recognized at commencement date based on the present value of future lease payments over the lease term, which includes only payments that are fixed or determinable at the time of commencement. When readily determinable, the Company uses the interest rate implicit in a lease to determine the present value of future lease payments. For leases where the implicit rate is not readily determinable, the Company’s incremental borrowing rate is used. The Company calculates its incremental borrowing rate on a periodic basis using a third-party financial model that estimates the rate of interest the Company would have to pay to borrow an amount equal to the total lease payments on a collateralized basis over a term similar to the lease. The Company applies its incremental borrowing rate using a portfolio approach. The right-of-use assets also include any lease payments made prior to commencement and is recorded net of any lease incentives received. Lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise such options. Goodwill and Intangible Assets Indefinite-lived, non-amortizing intangible assets include goodwill. Goodwill represents the excess of the fair value of the consideration conveyed in the acquisition over the fair value of net assets acquired. Goodwill is not amortized but is evaluated annually for impairment or sooner if factors occur that would trigger an impairment review. Judgments regarding the existence of impairment indicators are based on market conditions and operational performance. Definite-lived, amortizing intangible assets primarily consist of patents, tradenames and other intellectual property. The Company amortizes definite-lived identifiable intangible assets on a straight-line basis over their estimated useful life of 15 years. Impairment of goodwill Goodwill represents the excess of purchase price over the fair value of net assets acquired in a business combination. Goodwill is not amortized but evaluated for impairment at least annually at the reporting unit level or whenever events or changes in circumstances indicate that the value may not be recoverable. Events or changes in circumstances which could trigger an impairment review include significant adverse changes in the business climate, unanticipated competition, a loss of key personnel, or the strategy for the overall business, significant industry or economic trends, or significant underperformance relevant to expected historical or projected future results of operations. Goodwill is assessed for possible impairment by performing a qualitative analysis to determine if it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing the events or circumstances, the Company determines it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then additional impairment testing is not required. However, if the Company were to believe the fair value was more likely than not lower than the carrying value, then the Company is required to perform a quantitative analysis. The quantitative analysis involves comparing the estimated fair value of a reporting unit with its respective book value, including goodwill. If the estimated fair value exceeds book value, goodwill is considered not to be impaired and no additional steps are necessary. If, however, the fair value of the reporting unit is less than its book value, then the carrying amount of the goodwill is reduced by recording an impairment loss in an amount equal to the excess. The Company reviews goodwill for impairment annually on October 1. See “Note 2—Goodwill and Intangibles, Net” for further discussion. 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 twelve months ended December 31, 2024, 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 attributable to AirSculpt Technologies, Inc. for the twelve months ended December 31, 2024, 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 attributable to AirSculpt Technologies, Inc. for the twelve months ended December 31, 2024, 2023 and 2022 by the weighted-average number of shares of common stock adjusted to give effect to potentially dilutive securities. Where the inclusion of potentially dilutive shares would be antidilutive, diluted loss per share equals basic loss per share. 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 expenses. Advertising expenses were approximately $33.4 million, $25.9 million and $20.6 million for the twelve months ended December 31, 2024, 2023 and 2022, respectively. Income Taxes The Company became subject to taxation as a C corporation for periods after October 28, 2021. 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 December 31, 2024 or December 31, 2023. The Company is not subject to U.S. federal tax examination prior to 2021, when it was formed. The Company has effective tax rates of approximately (2.3)%, 249.4% and (29.9)% for the twelve months ended December 31, 2024, 2023 and 2022, respectively, inclusive of all applicable U.S. federal and state income taxes. Going Concern Management evaluates at each annual and interim period whether there are conditions or events, considered in the aggregate, that raise substantial doubt about our ability to continue as a going concern within one year after the date that the consolidated financial statements are issued. Management’s evaluation is based on relevant conditions and events that are known and reasonably knowable at the date that the consolidated financial statements are issued. Management has concluded that there are no conditions or events, considered in the aggregate, that raise substantial doubt about our ability to continue as a going concern within one year after the issuance of these financial statements. Recently Adopted Accounting Pronouncements In November 2023, the FASB issued Accounting Standards Update ("ASU") 2023-07, Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosures, which requires enhanced disclosures of significant segment expenses. The ASU is effective for annual periods beginning after December 15, 2023 and interim periods beginning after December 15, 2024. The amendments in this ASU must be applied retrospectively to all periods presented and early adoption is permitted. The Company adopted ASU 2023-07 for the fiscal year ended December 31, 2024. Recent Accounting Pronouncements In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740), Improvements to Income Tax Disclosures, which establishes new requirements for the categorization and disaggregation of information in the rate reconciliation as well as for disaggregation of income taxes paid. The ASU is effective for annual periods beginning after December 15, 2024 and interim periods beginning after December 15, 2025. The amendments in this ASU may be applied prospectively or retrospectively to all periods presented and early adoption is permitted. The Company is evaluating the impact of this ASU on its consolidated financial statements.

GOODWILL AND INTANGIBLES, NET - Narrative (Details) - USD ($) $ in Thousands		12 Months Ended
	Oct. 02, 2018	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Business Acquisition [Line Items]
Goodwill		$ 81,734	$ 81,734
Amortization of intangible assets		$ 4,800	$ 4,800	$ 4,800
EBS Enterprises, LLC \| EBS Intermediate Parent LLC
Business Acquisition [Line Items]
Consideration transferred	$ 151,000
Fair value of the net identifiable assets	69,300
Goodwill	81,700
EBS Enterprises, LLC \| EBS Intermediate Parent LLC \| Trademarks and tradenames
Business Acquisition [Line Items]
Finite-lived intangibles	17,700
EBS Enterprises, LLC \| EBS Intermediate Parent LLC \| Technology and know-how
Business Acquisition [Line Items]
Finite-lived intangibles	$ 53,600

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Cash flows from operating activities
Net loss	$ (8,251)	$ (4,479)	$ (14,679)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	11,888	10,253	8,061
Equity-based compensation	3,762	18,224	29,457
Non-cash interest expense; amortization of debt costs	339	207	921
Loss on debt modification	0	0	932
Deferred income taxes	(252)	1,342	1,134
Loss/(gain) on disposal of long-lived assets	16	(212)	147
Changes in assets and liabilities
Taxes receivable	(1,115)	890	(2,831)
Prepaid expense and other current assets	(2,059)	466	(5)
Other assets	(1,011)	(3,814)	(7,274)
Accounts payable	739	(206)	865
Deferred revenue and patient deposits	(293)	(896)	(452)
Accrued and other liabilities	7,587	2,181	8,171
Net cash provided by operating activities	11,350	23,956	24,447
Cash flows from investing activities
Purchases of property and equipment, net	(14,007)	(9,919)	(12,921)
Net cash used in investing activities	(14,007)	(9,919)	(12,921)
Cash flows from financing activities
Payment on term loan	(2,125)	(12,125)	(84,263)
Borrowings on term loan, net	0	0	83,503
Payments for debt modification	(136)	0	0
Proceeds from revolving credit facility	5,000	0	0
Distribution to member	0	(79)	(1,159)
Dividends paid to shareholders	(252)	(385)	(23,160)
Payment of taxes withheld through vested equity-based compensation	(903)	(233)	(2,031)
Other financing activity	(954)	(569)	(147)
Net cash provided by/(used in) financing activities	630	(13,391)	(27,257)
Net decrease in cash and cash equivalents	(2,027)	646	(15,731)
Cash and cash equivalents
Beginning of period	10,262	9,616	25,347
End of period	8,235	10,262	9,616
Supplemental disclosure of cash flow information:
Cash paid for interest	5,997	6,277	5,830
Cash paid for income taxes	1,808	4,663	4,932
Supplemental disclosure of non-cash investing information:
Property and equipment included in accounts payable and accrued expenses	$ 1,595	$ 283	$ 1,113

DEBT - Long-term Debt, Net (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Debt Instrument [Line Items]
Term loan	$ 70,750
Unamortized debt discounts and issuance costs	(1,044)	$ (1,247)
Total debt, net	69,706	71,628
Less: Current portion	(4,250)	(2,125)
Long-term debt, net	65,456	69,503
Secured Debt
Debt Instrument [Line Items]
Term loan	$ 70,750	$ 72,875

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
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+ Details

- Definition

Amount, after deduction of unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.

+ References + Details

INCOME TAXES - Components of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Current
U.S. Federal	$ (81)	$ 4,565	$ 1,235
State and Local	521	1,570	1,014
Total current income tax expense	440	6,135	2,249
Deferred
U.S. Federal	(95)	1,192	1,109
State and Local	(199)	431	25
Foreign	42	(281)	0
Total deferred income tax (benefit) expense	(252)	1,342	1,134
Total	$ 188	$ 7,477	$ 3,383

PROPERTY AND EQUIPMENT, NET

12 Months Ended

Dec. 31, 2024

Property, Plant and Equipment [Abstract]

PROPERTY AND EQUIPMENT, NET

NOTE 3 – PROPERTY AND EQUIPMENT, NET

As of December 31, 2024 and December 31, 2023 property and equipment consists of the following (in 000’s):


	December 31, 2024		December 31, 2023
Medical equipment	$	13,568	$	11,576
Office and computer equipment	965		860
Furniture and fixtures	5,049		4,280
Leasehold improvements	34,270		21,982
Construction in progress	2,251		1,910
Less: Accumulated depreciation	(18,632)		(11,700)
Property and equipment, net	$	37,471	$	28,908

Depreciation expense was approximately $7.1 million, $5.5 million, and $3.3 million for the years ended December 31, 2024, 2023, and 2022 respectively.

LEASES - Narrative (Details) $ in Thousands	12 Months Ended
LEASES - Narrative (Details) $ in Thousands	Dec. 31, 2024 USD ($) renewal_option	Dec. 31, 2023 USD ($)	Dec. 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	$ 6,700	$ 5,900	$ 4,500
Corporate Offices
Lessee, Lease, Description [Line Items]
Rent expense	$ 364	$ 364	$ 323

EARNINGS PER SHARE (Tables)

12 Months Ended

Dec. 31, 2024

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):


	Fiscal Year Ended December 31,
	2024		2023		2022
Numerator:
Net loss	$	(8,251)	$	(4,479)	$	(14,679)
Denominator:
Weighted average shares of common stock outstanding - basic	57,688,906		56,778,793		55,684,701
Add: Effect of dilutive securities	—		—		—
Weighted average shares of common stock outstanding - diluted	57,688,906		56,778,793		55,684,701
Loss per share of common stock outstanding - basic and diluted	$	(0.14)	$	(0.08)	$	(0.26)

Antidilutive Securities Excluded from Computation of Earnings Per Share


	Fiscal Year Ended December 31,
	2024	2023	2022
Restricted stock units	667,931	1,047,501	1,367,558
Performance and market-based stock units	947,452	1,625,882	2,159,076

Cover	12 Months Ended
Cover	Dec. 31, 2024
Cover [Abstract]
Documents Incorporated by Reference	None.

LEASES (Tables)

12 Months Ended

Dec. 31, 2024

Leases [Abstract]

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

The following table presents the weighted-average lease terms and discount rates at December 31, 2024, 2023, and 2022:

December 31,
2024

December 31,
2023

December 31,
2022

Weighted-average remaining lease term

4.8 years

4.7 years

4.5 years

Weight average discount rate

6.7%

6.4%

5.1%

The following table presents supplemental cash flow information for the twelve months ended December 31, 2024 and 2023 (in 000’s):


	December 31, 2024		December 31, 2023
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash outflows from operating leases	$	6,656	$	5,240
Right-of-use assets obtained in exchange for lease obligations:
Operating leases	$	8,040	$	9,934

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 (in 000’s):


Year ending December 31,

2025	$	7,409
2026	7,299
2027	6,727
2028	5,910
2029	4,505
Thereafter	12,083
Total lease payments	43,933
Less: imputed interest	(13,586)
Total lease obligations	$	30,347

COMMITMENTS AND CONTINGENCIES	12 Months Ended
COMMITMENTS AND CONTINGENCIES	Dec. 31, 2024
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.

INCOME TAXES

12 Months Ended

Dec. 31, 2024

Income Tax Disclosure [Abstract]

INCOME TAXES

NOTE 8 – INCOME TAXES

Significant components of income tax expense were as follows (in 000’s):


	Fiscal Year Ended December 31,
	2024		2023		2022
Current
U.S. Federal	$	(81)	$	4,565	$	1,235
State and Local	521		1,570		1,014
Total current income tax expense	440		6,135		2,249
Deferred
U.S. Federal	(95)		1,192		1,109
State and Local	(199)		431		25
Foreign	42		(281)		—
Total deferred income tax (benefit) expense	(252)		1,342		1,134
Total	$	188	$	7,477	$	3,383

A reconciliation of income taxes computed at the U.S. federal statutory income tax rate of 21% to the Company’s income tax (expense) was as follows:


	Fiscal Year Ended December 31,
	2024		2023		2022
At U.S. Federal statutory tax rate	21.0	%	21.0	%	21.0	%
State income taxes	(2.6)	%	55.7	%	(7.3)	%
Pass-through income	—	%	—	%	—	%
Nondeductible Reorganization and IPO costs	—	%	—	%	—	%
Nondeductible officer compensation	(17.0)	%	159.1	%	(38.8)	%
Valuation allowance and other nondeductible expenses	(3.7)	%	13.6	%	(4.8)	%
Total	(2.3)	%	249.4	%	(29.9)	%

The effective tax rates for the fiscal years ended December 31, 2024, 2023 and 2022 were -2.3%, 249.4% and (29.9)%. The most significant items impacting the effective tax rate during fiscal years 2023, 2022 and 2021 are due to the Reorganization, non-deductible officer compensation expense, and the items below.

The Company’s deferred tax assets (liabilities) consisted of the following (in 000’s):


	December 31,
	2024		2023
Deferred tax assets
Accrued liabilities	$	39	$	422
Net operating loss	1,368		827
Operating lease liability	7,181		6,497
Equity-based compensation	887		1,596
State bonus depreciation	735		425
163(j) limitation	1,837		277
Other	614		30
Total deferred tax assets	12,661		10,074
Valuation allowance	(793)		(541)
Total deferred tax assets, net of valuation allowance	11,868		9,533
Deferred tax liabilities
Property, plant and equipment	(6,464)		(5,566)
Intangible assets	(4,722)		(3,881)
Right-of-use asset	(6,588)		(6,014)
Prepaid expenses and other current assets	(690)		(900)
Total deferred tax liabilities	(18,464)		(16,361)
Net deferred tax liabilities	$	(6,596)	$	(6,828)

As of December 31, 2024 and 2023, we had foreign net operating loss carryforwards in the amount of $1.0 million and $4.0 million, respectively. Of the total carryforwards, $0.2 million and $1.4 million, respectively, were generated by the Company’s Canadian based subsidiary and $0.8 million and $2.6 million, respectively, were generated by the Company's United Kingdom based subsidiary. The Canadian-based net operating losses begin to expire in 2039 and the United Kingdom based net operating losses carry forward indefinitely.

The Company recognizes deferred tax assets to the extent it believes these assets are more likely than not to be realized. Valuation allowances have been established with regard to the tax benefits of our foreign net operating losses. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent results of operations. After considering all of those factors, management recorded a $0.8 million and $0.5 million valuation allowance for the deferred tax assets related to the foreign net operating losses which are not more likely than not to be realized as of December 31, 2024 and 2023. Our foreign pre-tax loss was $(1.5) million, $(1.9) million, and $(1.4) million, for the fiscal years ended December 31, 2024, 2023 and 2022, respectively. There were no valuation allowance releases in the current year. The Company maintains a full valuation allowance related to its UK subsidiary and has no other valuation allowances.

Uncertain Tax Positions

ASC 740 prescribes a recognition threshold of more-likely-than not to be sustained upon examination as it relates to the accounting for uncertainty in income tax benefits recognized in an enterprise’s financial statements.

As of December 31, 2024 and 2023, the Company had no uncertain tax positions.

- Definition

The entire disclosure for income tax.

+ References

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+ Details

LEASES - Weighted-Average Lease Terms and Discount Rates (Details)	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Leases [Abstract]
Weighted-average remaining lease term	4 years 9 months 18 days	4 years 8 months 12 days	4 years 6 months
Weight average discount rate	6.70%	6.40%	5.10%

PROPERTY AND EQUIPMENT, NET (Tables)

12 Months Ended

Dec. 31, 2024

Property, Plant and Equipment [Abstract]

Property and Equipment, Net

As of December 31, 2024 and December 31, 2023 property and equipment consists of the following (in 000’s):


	December 31, 2024		December 31, 2023
Medical equipment	$	13,568	$	11,576
Office and computer equipment	965		860
Furniture and fixtures	5,049		4,280
Leasehold improvements	34,270		21,982
Construction in progress	2,251		1,910
Less: Accumulated depreciation	(18,632)		(11,700)
Property and equipment, net	$	37,471	$	28,908

SEGMENT INFORMATION

12 Months Ended

Dec. 31, 2024

Segment Reporting [Abstract]

SEGMENT INFORMATION

NOTE 10 – SEGMENT INFORMATION

The Company has one operating and 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. The accounting policies of the direct medical procedure services segment are the same as those presented in Note 1 - Organization and Summary of Significant Accounting Policies. The Company’s chief operating decision maker (“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, Adjusted EBITDA and net income/(loss). The CODM uses Adjusted EBITDA as the primary profit metric to evaluate income generated from operations in deciding where to spend additional marketing dollars or allocate additional resources. Gross profit is defined as revenues less cost of service incurred and Adjusted EBITDA as net loss excluding depreciation and amortization, net interest expense, income tax expense, restructuring and related severance costs, loss on debt modification, loss/(gain) on disposal of long-lived assets, settlement costs for non-recurring litigation, and equity-based compensation. Segment information is presented below showing revenue, significant expenses and net income/(loss) (the closest GAAP measure to Adjusted EBITDA), in the same manner that the CODM reviews the operating results in assessing performance and allocating resources.


	Twelve Months Ended December 31,
($ in thousands)		2024		2023		2022
Revenue		$	180,350	$	195,917	$	168,794
Operating expenses:
Cost of service (exclusive of depreciation and amortization) (1)		71,382		74,012		62,781
Advertising Cost		33,429		25,938		20,598
Facility selling, general, and administrative expense		22,933		24,694		20,427
Corporate selling, general, and administrative expense		42,518		51,749		60,393
Loss on debt modification		—		—		932
Depreciation and amortization		11,888		10,253		8,061
Loss/(gain) on disposal of long-lived assets		16		(212)		147
Total operating expenses		182,166		186,434		173,339
(Loss)/income from operations		(1,816)		9,483		(4,545)
Interest expense, net		6,247		6,485		6,751
Pre-tax net (loss)/income		(8,063)		2,998		(11,296)
Income tax expense		188		7,477		3,383
Net loss		$	(8,251)	$	(4,479)	$	(14,679)

Segment assets		$	209,996	$	204,019	$	200,759

(1) Cost of services includes the costs of physicians, nursing, supplies and rent directly related to the performance of procedures at the facility level.

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

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+ Details

GOODWILL AND INTANGIBLES, NET - Estimated Future Amortization Expense (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]
Expected amortization of intangible assets, year one	$ 4,753
Expected amortization of intangible assets, year two	4,753
Expected amortization of intangible assets, year three	4,753
Expected amortization of intangible assets, year four	4,753
Expected amortization of intangible assets, year five	4,753
Thereafter	17,827
Total	$ 41,592	$ 46,346

DEBT

12 Months Ended

Dec. 31, 2024

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") originally maturing November 7, 2027. Pursuant to the Credit Agreement, there is (i) an $85.0 million original aggregate principal amount of term loans and (ii) a revolving loan facility in an aggregate principal amount of up to $5.0 million. On September 29, 2023, the Company voluntarily pre-paid $10.0 million of the principal balance of the term loans under the Credit Agreement using cash on hand.

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.

On September 13, 2024, the Company amended the Credit Agreement to modify certain financial condition covenants. As such, for the period of September 13, 2024 through June 30, 2025, the applicable per annum margin is 2.5% or 3.5% 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 2.0% or 3.0% for base rate or SOFR, respectively. If the Company's total leverage ratio is below 1.0x, the applicable per annum margin is 1.5% or 2.5% for base rate or SOFR, respectively. As of December 31, 2024, the interest rate was 7.86%.

Total borrowings as of December 31, 2024 and December 31, 2023 were as follows (in 000’s):


	December 31, 2024		December 31, 2023
Term loan	$	70,750	$	72,875
Unamortized debt discounts and issuance costs	(1,044)		(1,247)
Total debt, net	69,706		71,628
Less: Current portion	(4,250)		(2,125)
Long-term debt, net	$	65,456	$	69,503

As of December 31, 2024 and December 31, 2023, the Company had $0.0 million and $5.0 million available on the revolving credit facility. The Company had $5.0 million drawn on the revolving credit facility as of December 31, 2024.

The scheduled future maturities of long-term debt as of December 31, 2024 is as follows (in 000’s):


Year ending December 31,
2025	$	4,250
2026	6,375
2027	60,125


Total maturities	$	70,750

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 December 31, 2024 and December 31, 2023.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481544/470-10-50-6

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147481544/470-10-50-6

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Consolidated Statements of Changes in Stockholders' Equity - USD ($) $ in Thousands	Total	Common Stock	Additional Paid-in Capital	Accumulated Other Comprehensive Loss	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]
Issuance of common stock through unit vesting (in shares)		541,535
Issuance of common stock through unit vesting	0
Distributions	(732)		(732)
Dividends	(24,701)		(24,701)
Equity-based compensation	29,457		29,457
Payment of taxes withheld through vested equity-based compensation	(2,031)		(2,031)
Net loss	(14,679)				(14,679)
Other comprehensive loss	(76)			(76)
Ending balance (in shares) at Dec. 31, 2022		56,181,689
Ending 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)		1,173,987
Issuance of common stock through unit vesting	1	$ 1
Distributions	(79)		(79)
Dividends	129		129
Equity-based compensation	18,224		18,224
Payment of taxes withheld through vested equity-based compensation	(234)		(234)
Net loss	(4,479)				(4,479)
Other comprehensive loss	(336)			(336)
Ending balance (in shares) at Dec. 31, 2023		57,355,676
Ending balance at Dec. 31, 2023	83,992	$ 57	103,898	(412)	(19,551)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock through unit vesting (in shares)		1,013,462
Issuance of common stock through unit vesting	1	$ 1
Dividends	964		964
Equity-based compensation	3,762		3,762
Payment of taxes withheld through vested equity-based compensation	(903)		(903)
Net loss	(8,251)				(8,251)
Other comprehensive loss	(275)			(275)
Ending balance (in shares) at Dec. 31, 2024		58,369,138
Ending balance at Dec. 31, 2024	$ 79,290	$ 58	$ 107,721	$ (687)	$ (27,802)

STOCKHOLDERS' EQUITY AND EQUITY-BASED COMPENSATION - Valuation Assumptions on Market Based Performance Shares (Details) - Market Based Performance Shares	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected volatility	81.90%	89.90%	66.00%
Expected term	2 years 9 months 7 days	2 years 9 months 29 days	2 years 10 months 6 days
Risk-free interest rate	3.83%	1.72%	1.72%
Expected dividend yield	0.00%	0.00%	0.00%

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Consolidated Statements of Other Comprehensive Loss - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Statement of Comprehensive Income [Abstract]
Net loss	$ (8,251)	$ (4,479)	$ (14,679)
Other comprehensive loss:
Change in foreign currency translation adjustment	(275)	(336)	(76)
Total other comprehensive loss:	(275)	(336)	(76)
Comprehensive loss	$ (8,526)	$ (4,815)	$ (14,755)

- Definition

Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income and other comprehensive income, attributable to parent entity. Excludes changes in equity resulting from investments by owners and distributions to owners.

+ References + Details

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

+ Details

STOCKHOLDERS' EQUITY AND EQUITY-BASED COMPENSATION (Tables)

12 Months Ended

Dec. 31, 2024

Share-Based Payment Arrangement [Abstract]

Valuation Assumptions on Market Based Performance Shares

The following table sets forth the assumptions that were used to calculate the fair value of the market-based PSU awards granted during the twelve months ended December 31, 2024, 2023 and 2022.


	2024		2023		2022
Expected volatility	81.9	%	89.9	%	66.0	%
Expected term	2.77		2.83		2.85
Risk-free interest rate	3.83	%	1.72	%	1.72	%
Expected dividend yield	0	%	0	%	0	%

Nonvested Restricted Stock Units Activity

Restricted and Performance Equity-Based Activity

A summary of the Company’s RSU and PSU activity for the twelve months ended December 31, 2024, 2023 and 2022 follows. For purposes of this summary, the Company assumes the market-based PSUs will be issued at 100% of the units within the range of 0% to 200%.


	Unvested Units	Weighted Average Grant Date Fair Value of Units
Outstanding at December 31, 2021	4,673,766	14.27
Granted	359,132	15.10
Forfeitures/Cancellations	(503,693)	14.13
Vestings	(1,002,571)	14.76
Outstanding at December 31, 2022	3,526,634	14.23
Granted	1,442,107	6.60
Forfeitures/Cancellations	(30,605)	10.83
Vestings	(1,025,234)	13.93
Outstanding at December 31, 2023	3,912,902	14.23
Granted	1,072,444	7.66
Forfeitures/Cancellations	(2,249,555)	12.65
Vestings	(1,120,408)	10.62
Outstanding at December 31, 2024	1,615,383	$	8.05

Nonvested Performance-Based Units Activity

Restricted and Performance Equity-Based Activity


	Unvested Units	Weighted Average Grant Date Fair Value of Units
Outstanding at December 31, 2021	4,673,766	14.27
Granted	359,132	15.10
Forfeitures/Cancellations	(503,693)	14.13
Vestings	(1,002,571)	14.76
Outstanding at December 31, 2022	3,526,634	14.23
Granted	1,442,107	6.60
Forfeitures/Cancellations	(30,605)	10.83
Vestings	(1,025,234)	13.93
Outstanding at December 31, 2023	3,912,902	14.23
Granted	1,072,444	7.66
Forfeitures/Cancellations	(2,249,555)	12.65
Vestings	(1,120,408)	10.62
Outstanding at December 31, 2024	1,615,383	$	8.05

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Dec. 31, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

DEBT - Narrative (Details)	Sep. 13, 2024	Mar. 12, 2024	Sep. 29, 2023 USD ($)	Nov. 07, 2022 USD ($)	Dec. 31, 2024 USD ($)	Dec. 31, 2023 USD ($)
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
Debt Instrument [Line Items]
Leverage ratio, triggering event, minimum	2.0	3.00
2022 Credit Agreement \| Debt Instrument, Triggering Event, One \| Base Rate
Debt Instrument [Line Items]
Basis spread on variable rate	2.50%	3.75%		2.00%
2022 Credit Agreement \| Debt Instrument, Triggering Event, One \| Secured Overnight Financing Rate (SOFR)
Debt Instrument [Line Items]
Basis spread on variable rate	3.50%	4.75%		3.00%
2022 Credit Agreement \| Debt Instrument, Triggering Event, Two
Debt Instrument [Line Items]
Leverage ratio, triggering event, maximum	2.0	3.00
Leverage ratio, triggering event, minimum	1.0	2.00
2022 Credit Agreement \| Debt Instrument, Triggering Event, Two \| Base Rate
Debt Instrument [Line Items]
Basis spread on variable rate	2.00%	3.50%		1.50%
2022 Credit Agreement \| Debt Instrument, Triggering Event, Two \| Secured Overnight Financing Rate (SOFR)
Debt Instrument [Line Items]
Basis spread on variable rate	3.00%	4.50%		2.50%
2022 Credit Agreement \| Debt Instrument, Triggering Event, Three
Debt Instrument [Line Items]
Leverage ratio, triggering event, maximum	1.0	2.00
2022 Credit Agreement \| Debt Instrument, Triggering Event, Three \| Base Rate
Debt Instrument [Line Items]
Basis spread on variable rate	1.50%	3.25%		1.00%
2022 Credit Agreement \| Debt Instrument, Triggering Event, Three \| Secured Overnight Financing Rate (SOFR)
Debt Instrument [Line Items]
Basis spread on variable rate	2.50%	4.25%		2.00%
Secured Debt \| 2022 Credit Agreement
Debt Instrument [Line Items]
Debt face amount				$ 85,000,000
Debt, principal paid			$ 10,000,000
Debt instrument, interest rate percentage					7.86%
Line of Credit \| 2022 Credit Agreement \| Revolving Credit Facility
Debt Instrument [Line Items]
Maximum borrowing capacity				$ 5,000,000
Line of Credit \| 2018 Credit Agreement \| Revolving Credit Facility
Debt Instrument [Line Items]
Available borrowing capacity					$ 0.0	$ 5,000,000.0
Drawdown on credit facility					$ 5,000,000

Cover - USD ($) $ in Millions	12 Months Ended
Cover - USD ($) $ in Millions	Dec. 31, 2024	Mar. 13, 2025	Jun. 30, 2024
Cover [Abstract]
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2024
Current Fiscal Year End Date	--12-31
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 Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
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
ICFR Auditor Attestation Flag	false
Document Financial Statement Error Correction [Flag]	false
Entity Shell Company	false
Entity Public Float			$ 52.7
Entity Common Stock, Shares Outstanding		58,574,516
Documents Incorporated by Reference	None.
Entity Central Index Key	0001870940
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	FY
Amendment Flag	false

GOODWILL AND INTANGIBLES, NET

12 Months Ended

Dec. 31, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

GOODWILL AND INTANGIBLES, NET

NOTE 2 – GOODWILL AND INTANGIBLES, NET

On October 2, 2018, EBS Intermediate acquired a controlling interest in EBS Enterprises, LLC in exchange for total consideration of $151.0 million. The fair value of the net identifiable assets at transaction date was $69.3 million, comprised primarily of $17.7 million in intangible assets related to the AirSculpt and Elite trademarks and tradenames and $53.6 million in intangible assets related to the AirSculpt technology and know-how. The resulting excess consideration over fair value of identifiable net assets was recorded to goodwill in the amount of $81.7 million.

The annual review of goodwill impairment was performed in October 2024 using a qualitative analysis and the Company determined that a quantitative analysis was not required. There were no triggering events during the years ended December 31, 2024, 2023 and 2022.

The Company had goodwill of $81.7 million at December 31, 2024 and December 31, 2023.

Intangible assets consisted of the following at December 31, 2024 and December 31, 2023 (in 000’s):


	December 31, 2024		December 31, 2023		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	(22,333)		(18,759)
Accumulated amortization of tradenames and trademarks	(7,375)		(6,195)
Total intangible assets	$	41,592	$	46,346

Aggregate amortization expense on intangible assets was approximately $4.8 million for each of the years ended December 31, 2024, 2023, and 2022.

The estimated aggregate amortization expense on intangible assets for each of the next five years and thereafter is estimated to be as follows (in 000’s):


Year ending December 31,
2025	$	4,753
2026	4,753
2027	4,753
2028	4,753
2029	4,753
Thereafter	17,827
Total	$	41,592

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	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Numerator:
Net loss, basic	$ (8,251)	$ (4,479)	$ (14,679)
Net loss, diluted	$ (8,251)	$ (4,479)	$ (14,679)
Denominator:
Weighted average shares of common stock outstanding - basic (in shares)	57,688,906	56,778,793	55,684,701
Add: Effect of dilutive securities (in shares)	0	0	0
Weighted average shares of common stock outstanding - diluted (in shares)	57,688,906	56,778,793	55,684,701
Loss per share of common stock outstanding - basic (in dollars per share)	$ (0.14)	$ (0.08)	$ (0.26)
Loss per share of common stock outstanding - diluted (in dollars per share)	$ (0.14)	$ (0.08)	$ (0.26)

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

+ References

+ Details

- Definition

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

+ References

+ Details

- Definition

Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities; of income (loss) available to common shareholders.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 805
-SubTopic 60
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (g)
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-URI https://asc.fasb.org/1943274/2147476176/805-60-65-1

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-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 5
-Subparagraph (SAB Topic 6.B)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483621/220-10-S99-5

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-Paragraph 60B
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482689/260-10-45-60B

+ Details

- Definition

Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities, and addition from assumption of issuance of common shares for dilutive potential common shares; of income (loss) available to common shareholders.

+ References + Details

INCOME TAXES -Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Deferred tax assets
Accrued liabilities	$ 39	$ 422
Net operating loss	1,368	827
Operating lease liability	7,181	6,497
Equity-based compensation	887	1,596
State bonus depreciation	735	425
163(j) limitation	1,837	277
Other	614	30
Total deferred tax assets	12,661	10,074
Valuation allowance	(793)	(541)
Total deferred tax assets, net of valuation allowance	11,868	9,533
Deferred tax liabilities
Property, plant and equipment	(6,464)	(5,566)
Intangible assets	(4,722)	(3,881)
Right-of-use asset	(6,588)	(6,014)
Prepaid expenses and other current assets	(690)	(900)
Total deferred tax liabilities	(18,464)	(16,361)
Net deferred tax liabilities	$ (6,596)	$ (6,828)

Audit Information	12 Months Ended
Audit Information	Dec. 31, 2024
Audit Information [Abstract]
Auditor Firm ID	248
Auditor Name	GRANT THORNTON LLP
Auditor Location	Tampa, Florida

Insider Trading Policies and Procedures	12 Months Ended
Insider Trading Policies and Procedures	Dec. 31, 2024
Insider Trading Policies and Procedures [Line Items]
Insider Trading Policies and Procedures Adopted	true

STOCKHOLDERS' EQUITY AND EQUITY-BASED COMPENSATION

12 Months Ended

Dec. 31, 2024

Share-Based Payment Arrangement [Abstract]

STOCKHOLDERS' EQUITY AND EQUITY-BASED COMPENSATION

NOTE 6 – STOCKHOLDERS' EQUITY AND EQUITY-BASED COMPENSATION

The Company may issue a maximum of 5,564,015 shares under the 2021 Equity Incentive Plan. This amount will automatically increase on January 1 of each year for a period of ten years starting on January 1, 2023, in an amount equal to the lesser of (i) four percent of the total Common Stock outstanding on December 31 of the preceding year and (ii) such smaller number of shares as determined by the Company’s board of directors.

During the twelve months ended December 31, 2024 and 2023, the Company granted 590,279 and 767,261 RSUs, respectively, to certain officers, employees and non-employee directors in accordance with the 2021 Plan. 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 one or 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 twelve months ended December 31, 2024 and 2023, the Company granted 482,165 and 624,846 PSUs, respectively, subject to the achievement of market-based conditions ("market-based PSUs"). 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 performance criteria is based on the Company’s actual performance condition results as compared to the targets. These PSUs are not considered outstanding until settled.

Determining the fair value of the market-based PSU awards requires judgment. The Company uses a Monte Carlo simulation model to estimate the fair value of the market-based PSU awards. The assumptions used in this pricing model requires the input of subjective assumptions and are as follows:

•Expected volatility—Expected volatility is based on historical volatilities of a publicly traded peer group based on daily price observations over a period equivalent to the expected term of the market-based PSU awards.

•Expected term—The term is estimated in consideration of the time period expected to achieve the performance.

•Risk-free interest rate—The risk-free interest rate is based on the U.S. Treasury yield of treasury bonds with a maturity that approximates the expected term of the market-based PSU awards.

•Expected dividend yield—The dividend yield is based on the current expectations of dividend payouts. The Company does not anticipate paying any cash dividends in the foreseeable future.

The following table sets forth the assumptions that were used to calculate the fair value of the market-based PSU awards granted during the twelve months ended December 31, 2024, 2023 and 2022.


	2024		2023		2022
Expected volatility	81.9	%	89.9	%	66.0	%
Expected term	2.77		2.83		2.85
Risk-free interest rate	3.83	%	1.72	%	1.72	%
Expected dividend yield	0	%	0	%	0	%

The fair values of the PSUs not subject to a market conditions were determined based on the closing price of the Company’s common stock on the trading date immediately prior to the grant date.

Restricted and Performance Equity-Based Activity


	Unvested Units	Weighted Average Grant Date Fair Value of Units
Outstanding at December 31, 2021	4,673,766	14.27
Granted	359,132	15.10
Forfeitures/Cancellations	(503,693)	14.13
Vestings	(1,002,571)	14.76
Outstanding at December 31, 2022	3,526,634	14.23
Granted	1,442,107	6.60
Forfeitures/Cancellations	(30,605)	10.83
Vestings	(1,025,234)	13.93
Outstanding at December 31, 2023	3,912,902	14.23
Granted	1,072,444	7.66
Forfeitures/Cancellations	(2,249,555)	12.65
Vestings	(1,120,408)	10.62
Outstanding at December 31, 2024	1,615,383	$	8.05

Other information pertaining to equity-based compensation

In connection with the IPO, on November 4, 2021 the Company previously granted PSUs with performance-based vesting conditions to certain employees. The performance-based conditions include PSUs that can vest upon achieving specified stock price performance targets (the "Price Targets"), and the remaining PSUs can vest upon achieving a revenue performance target in any trailing twelve-month period up to December 31, 2024 (the "Revenue Target"). During the three months ended March 31, 2024, the Company reassessed the probability of achieving the Revenue Target and determined such achievement is improbable based on current facts and circumstances. As a result, the Company recorded a $10.4 million cumulative reversal of stock compensation expense related to the unvested PSUs attributable to the Revenue Target in the three months ended March 31, 2024.

On August 8, 2024, Todd Magazine stepped down from his role as Chief Executive Officer of the Company, effective as of August 8, 2024, and entered into a Transition Services Agreement with the Company. In consideration of the provision by Mr. Magazine of consulting services to the Company through December 31, 2024, Mr. Magazine remained eligible to vest in 75,000 RSUs on January 1, 2025, which would have otherwise been forfeited, which resulted in an additional

$0.3 million in stock compensation during the twelve months ended December 31, 2024. Further, pursuant to the severance provisions under Section 7.2 of his employment agreement with the Company, Mr. Magazine remains eligible to earn a prorated portion of the PSUs granted to him in 2023 and 2024 through December 31, 2026, and December 31, 2027, respectively, and partial accelerated vesting for 209,490 RSUs, resulting in an additional $0.8 million in stock compensation during the twelve months ended December 31, 2024.

The Company recorded equity-based compensation expense of $3.8 million, $18.2 million, and $29.5 million for the twelve months ended December 31, 2024, 2023, and 2022, respectively, in selling, general and administrative expenses on the consolidated statements of operations. Forfeitures are recognized as incurred. During the twelve months ended December 31, 2024, the Company had actual vestings with fair market value of $6.1 million and $0.0 million related to employees and directors, respectively.

Unrecognized compensation cost related to unvested time-based shares was approximately $2.2 million as of December 31, 2024. Unrecognized compensation cost will be expensed annually based on the number of shares that vest during the year. As of December 31, 2024, the weighted average remaining vesting term on the unvested time-based shares was 1.70 years. Further, the Company has unrecognized compensation cost of $3.1 million related to the PSUs as of December 31, 2024, which will be recognized on a graded vesting basis over the requisite service period when it is probable the performance condition will be achieved. As of December 31, 2024, the weighted average remaining vesting term on the unvested PSUs was 1.85 years.

On August 10, 2022, the board of directors of the Company approved a $0.41 per share special cash dividend. The dividend was paid on September 14, 2022, to stockholders of record at the close of business on August 26, 2022. Cash dividends paid totaled $0.3 million for the twelve months ended December 31, 2024. The Company's unvested stock units participate in dividends and as such, the Company had no dividends payable as of December 31, 2024.

The Company recognized distributions to EBS Parent, LLC (the "Parent") of approximately $0.1 million, $1.2 million, and $66.9 million for the twelve months ended December 31, 2024, 2023, and 2022, respectively.

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Current assets
Cash and cash equivalents	$ 8,235	$ 10,262
Taxes receivable	3,056	1,941
Prepaid expenses and other current assets	5,826	3,758
Total current assets	17,117	15,961
Property and equipment, net	37,471	28,908
Other long-term assets	6,413	5,657
Right of use operating lease assets	25,669	25,413
Intangible assets, net	41,592	46,346
Goodwill	81,734	81,734
Total assets	209,996	204,019
Current liabilities
Accounts payable	6,256	3,922
Accrued payroll and benefits	2,531	4,127
Current portion of long-term debt	4,250	2,125
Deferred revenue and patient deposits	1,169	1,463
Accrued and other current liabilities	8,304	3,303
Current operating lease liabilities	6,099	5,375
Total current liabilities	28,609	20,315
Long-term debt, net	65,456	69,503
Deferred tax liability, net	6,576	6,828
Long-term operating lease liabilities	24,248	22,665
Revolving credit funds payable	5,000	0
Other long-term liabilities	817	716
Total liabilities	130,706	120,027
Commitments and contingent liabilities (Note 9)
Stockholders' equity
Common stock, $0.001 par value; shares authorized - 450,000,000; shares issued and outstanding - 58,369,138 and 57,355,676, respectively	58	57
Additional paid-in capital	107,721	103,898
Accumulated other comprehensive loss	(687)	(412)
Accumulated deficit	(27,802)	(19,551)
Total stockholders' equity	79,290	83,992
Total liabilities and stockholders' equity	$ 209,996	$ 204,019

DEBT - Future Maturities of Long-term Debt, Net (Details) $ in Thousands	Dec. 31, 2024 USD ($)
Debt Disclosure [Abstract]
2025	$ 4,250
2026	6,375
2027	60,125
Total maturities	$ 70,750

GOODWILL AND INTANGIBLES, NET - Finite-Lived Intangible Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible assets, gross	$ 71,300	$ 71,300
Total	$ 41,592	46,346
Useful Life	15 years
Technology and know-how
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible assets, gross	$ 53,600	53,600
Accumulated amortization	$ (22,333)	(18,759)
Useful Life	15 years
Trademarks and tradenames
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible assets, gross	$ 17,700	17,700
Accumulated amortization	$ (7,375)	$ (6,195)
Useful Life	15 years

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

ORGANIZATION AND SUMMARY OF KEY ACCOUNTING POLICIES (Policies)	12 Months Ended
	Dec. 31, 2024
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 domestic and international subsidiaries, and its variable interest in the managed PAs in the United States ("Domestic 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.
Basis of Presentation	Basis of Presentation In the opinion of management, the accompanying consolidated financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
Variable Interest Entities	Variable Interest Entities The Company has a variable interest in the Domestic PAs where it has a long-term and unilateral controlling financial interest over their assets and operations. The Company has the ability to direct the activities that most significantly affect the Domestic 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 Domestic PAs. Certain key features of the MSAs and related agreements enable the Company to assign the member interests of certain of the Domestic 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 Domestic PAs. The Company consolidates the Domestic PAs into the financial statements. All of the Company’s revenue is earned from services provided by the Domestic PAs and its wholly-owned foreign subsidiaries in the United Kingdom and Canada. The only assets and liabilities held by the Domestic 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.
Accounting Estimates	Accounting Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Cash	Cash and Concentration of Credit Risk The Company considers all highly liquid investments with original maturities of three months or less when purchased to be cash equivalents. The Company’s revenues are concentrated in the specialty, minimally invasive liposuction market.
Concentration of Credit Risk	The Company maintains cash balances at financial institutions which may at times exceed the amount covered by the Federal Deposit Insurance Corporation. The Company has not experienced any losses in such accounts.
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 are not contingent upon any criteria. 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 are included in deferred revenue and patient deposits. All of the deferred revenue and patient deposits as of December 31, 2023 and 2022 were recognized in revenue during the twelve months ended December 31, 2024 and 2023. For the twelve months ended December 31, 2024, 2023, and 2022, revenue from international locations was $6.1 million, $5.2 million, and $0.3 million, respectively, and net loss from international operations was $1.5 million, $1.9 million, and $1.4 million, respectively.
Cost of Service	Cost of Service Cost of service is comprised of all service and product costs related to the delivery of procedures, including but not limited to compensation to doctors, nurses and clinical staff, supply costs, and facility rent expense.
Deferred Financing Costs, Net	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 consolidated balance sheets.
Property and Equipment, Net	Property and Equipment, Net Property and equipment are stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method of accounting over the assets’ estimated useful lives, generally five years for medical equipment, five years for office and computer equipment, and seven years for furniture and fixtures. Depreciation of leasehold improvements is based on the shorter of the estimated useful life of the improvement or the remaining lease term. As of December 31, 2024 and 2023, the Company has $2.4 million and $1.7 million recorded, respectively, in other long-term assets related to a software as a service hosting arrangement that has not yet been implemented. The software will be used to enhance the sales and marketing process.
Leases	Leases The Company determines if an arrangement is a lease at inception. Right-of-use assets represent the right to use the underlying assets for the lease term and the lease liabilities represent the obligation to make lease payments arising from the leases. Right-of-use assets and liabilities are recognized at commencement date based on the present value of future lease payments over the lease term, which includes only payments that are fixed or determinable at the time of commencement. When readily determinable, the Company uses the interest rate implicit in a lease to determine the present value of future lease payments. For leases where the implicit rate is not readily determinable, the Company’s incremental borrowing rate is used. The Company calculates its incremental borrowing rate on a periodic basis using a third-party financial model that estimates the rate of interest the Company would have to pay to borrow an amount equal to the total lease payments on a collateralized basis over a term similar to the lease. The Company applies its incremental borrowing rate using a portfolio approach. The right-of-use assets also include any lease payments made prior to commencement and is recorded net of any lease incentives received. Lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise such options.
Goodwill and Intangible Assets	Goodwill and Intangible Assets Indefinite-lived, non-amortizing intangible assets include goodwill. Goodwill represents the excess of the fair value of the consideration conveyed in the acquisition over the fair value of net assets acquired. Goodwill is not amortized but is evaluated annually for impairment or sooner if factors occur that would trigger an impairment review. Judgments regarding the existence of impairment indicators are based on market conditions and operational performance. Definite-lived, amortizing intangible assets primarily consist of patents, tradenames and other intellectual property. The Company amortizes definite-lived identifiable intangible assets on a straight-line basis over their estimated useful life of 15 years. Impairment of goodwill Goodwill represents the excess of purchase price over the fair value of net assets acquired in a business combination. Goodwill is not amortized but evaluated for impairment at least annually at the reporting unit level or whenever events or changes in circumstances indicate that the value may not be recoverable. Events or changes in circumstances which could trigger an impairment review include significant adverse changes in the business climate, unanticipated competition, a loss of key personnel, or the strategy for the overall business, significant industry or economic trends, or significant underperformance relevant to expected historical or projected future results of operations. Goodwill is assessed for possible impairment by performing a qualitative analysis to determine if it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing the events or circumstances, the Company determines it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then additional impairment testing is not required. However, if the Company were to believe the fair value was more likely than not lower than the carrying value, then the Company is required to perform a quantitative analysis. The quantitative analysis involves comparing the estimated fair value of a reporting unit with its respective book value, including goodwill. If the estimated fair value exceeds book value, goodwill is considered not to be impaired and no additional steps are necessary. If, however, the fair value of the reporting unit is less than its book value, then the carrying amount of the goodwill is reduced by recording an impairment loss in an amount equal to the excess. The Company reviews goodwill for impairment annually on October 1.
Long-Lived Assets	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.
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 Share Basic earnings per share of common stock is computed by dividing net loss attributable to AirSculpt Technologies, Inc. for the twelve months ended December 31, 2024, 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 attributable to AirSculpt Technologies, Inc. for the twelve months ended December 31, 2024, 2023 and 2022 by the weighted-average number of shares of common stock adjusted to give effect to potentially dilutive securities. Where the inclusion of potentially dilutive shares would be antidilutive, diluted loss per share equals basic loss per share.
Advertising Costs	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 expenses.
Income Taxes	Income Taxes The Company became subject to taxation as a C corporation for periods after October 28, 2021. 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 December 31, 2024 or December 31, 2023. The Company is not subject to U.S. federal tax examination prior to 2021, when it was formed.
Recent Accounting Pronouncements	Recently Adopted Accounting Pronouncements In November 2023, the FASB issued Accounting Standards Update ("ASU") 2023-07, Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosures, which requires enhanced disclosures of significant segment expenses. The ASU is effective for annual periods beginning after December 15, 2023 and interim periods beginning after December 15, 2024. The amendments in this ASU must be applied retrospectively to all periods presented and early adoption is permitted. The Company adopted ASU 2023-07 for the fiscal year ended December 31, 2024. Recent Accounting Pronouncements In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740), Improvements to Income Tax Disclosures, which establishes new requirements for the categorization and disaggregation of information in the rate reconciliation as well as for disaggregation of income taxes paid. The ASU is effective for annual periods beginning after December 15, 2024 and interim periods beginning after December 15, 2025. The amendments in this ASU may be applied prospectively or retrospectively to all periods presented and early adoption is permitted. The Company is evaluating the impact of this ASU on its consolidated financial statements.

LEASES

12 Months Ended

Dec. 31, 2024

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 twelve months ended December 31, 2024, 2023, and 2022, the Company incurred rent expense of $6.7 million, $5.9 million, and $4.5 million, respectively, related to 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 consolidated statements of operations. The Company incurred rent expense of $364,000, $364,000, and $323,000 for the twelve months ended December 31, 2024, 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 the weighted-average lease terms and discount rates at December 31, 2024, 2023, and 2022:

December 31,
2024

December 31,
2023

December 31,
2022

Weighted-average remaining lease term

4.8 years

4.7 years

4.5 years

Weight average discount rate

6.7%

6.4%

5.1%

The following table presents supplemental cash flow information for the twelve months ended December 31, 2024 and 2023 (in 000’s):


	December 31, 2024		December 31, 2023
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash outflows from operating leases	$	6,656	$	5,240
Right-of-use assets obtained in exchange for lease obligations:
Operating leases	$	8,040	$	9,934


Year ending December 31,

2025	$	7,409
2026	7,299
2027	6,727
2028	5,910
2029	4,505
Thereafter	12,083
Total lease payments	43,933
Less: imputed interest	(13,586)
Total lease obligations	$	30,347

Consolidated Statements of Operations - USD ($)
$ in Thousands

12 Months Ended

Dec. 31, 2024

Dec. 31, 2023

Dec. 31, 2022

Income Statement [Abstract]

Revenue

$ 180,350

$ 195,917

$ 168,794

Operating expenses:

Cost of service (exclusive of depreciation and amortization)

71,382

74,012

62,781

Corporate selling, general, and administrative expense

^[1]

98,880

102,381

101,418

Loss on debt modification

932

Depreciation and amortization

11,888

10,253

8,061

Loss/(gain) on disposal of long-lived assets

(212)

147

Total operating expenses

182,166

186,434

173,339

(Loss)/income from operations

(1,816)

9,483

(4,545)

Interest expense, net

6,247

6,485

6,751

Pre-tax net (loss)/income

(8,063)

2,998

(11,296)

Income tax expense

188

7,477

3,383

Net loss

$ (8,251)

$ (4,479)

$ (14,679)

Loss per share of common stock

Basic (in dollars per share)

$ (0.14)

$ (0.08)

$ (0.26)

Diluted (in dollars per share)

$ (0.14)

$ (0.08)

$ (0.26)

Weighted average shares outstanding

Basic (in shares)

57,688,906

56,778,793

55,684,701

Diluted (in shares)

57,688,906

56,778,793

55,684,701

[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. See Note 6 to the consolidated financial statements included in this Annual Report on Form 10-K for further discussion.

SUBSEQUENT EVENTS	12 Months Ended
SUBSEQUENT EVENTS	Dec. 31, 2024
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 11 – SUBSEQUENT EVENTS On March 12, 2025, the Company, EBS Intermediate Parent LLC, a Delaware limited liability company and wholly-owned subsidiary of the Company (“EBS Parent”), EBS Enterprises LLC, a Delaware limited liability company and wholly-owned subsidiary of EBS Parent (“Borrower”), Silicon Valley Bank, a division of First-Citizens Bank & Trust Company, as the administrative agent (“SVB”), and the lenders a party thereto entered into a Third Amendment to the Credit Agreement (the “Third Amendment”). Under the terms of the Third Amendment, the parties thereto agreed to modify certain financial condition covenants made by the Company in the Credit Agreement, such that (i) the Consolidated Fixed Charge Coverage Ratio (as defined in the Credit Agreement) of the Company and its subsidiaries as of the last day of the fiscal quarters ending March 31, 2025 and June 30, 2025 must be no less than 0.50x and 1.10x, respectively, and no less than 1.25x on the last day of the fiscal quarters ending September 30, 2025 and thereafter, instead of 1.10x as of March 31, 2025 and 1.25x as of June 30, 2025 and thereafter, as previously set forth in the Credit Agreement; (ii) the Consolidated Leverage Ratio (as defined in the Credit Agreement) of the Company and its subsidiaries as of the last day of the fiscal quarters ending March 31, 2025, June 30, 2025, September 30, 2025, December 31, 2025 and March 31, 2026, must not exceed 4.25x, 3.50x, 3.25x, 3.25x, and 2.75x, respectively, and the Consolidated Leverage Ratio as of the last day of each fiscal quarter thereafter must not exceed 2.25x, instead of 3.25x as of March 31, 2025, 2.75x as of June 30, 2025, and 2.25x thereafter, as previously set forth in the Credit Agreement; (iii) the Company and its subsidiaries will be required to maintain minimum Liquidity (as defined in the Credit Agreement) of not less than (A) $3,000,000.00 as of the last day of the month ending March 31, 2025, (B) $5,000,000 as of the last day of the month ending April 30, 2025, and (C) $7,500,000.00 as of the last day of the months ending May 31, 2025 and thereafter (or the last day of each fiscal quarter thereafter upon the satisfaction of certain financial tests described therein); and (iv) new liquidity and financial reporting requirements have been added. In addition to revising the covenants listed above, the Third Amendment revised or added new terms such that (i) for outstanding loans, beginning on or about July 1, 2025, the applicable per annum margin will be increased to 3.75% or 4.75% for base rate or SOFR, respectively, if the Company's total leverage ratio is equal to or greater than 3.00x, 3.50% or 4.50% for base rate or SOFR, respectively, if the Company's total leverage ratio is equal to or greater than 2.00x and less than 3.00x, and 3.25% or 4.25% for base rate or SOFR, respectively, if the Company's total leverage ratio is below 2.00x, (ii) the maturity Term Loan and Revolving Credit Facility will mature on May 11, 2027 (instead of November 7, 2027); (iii) Liquidity in excess of $3.0 million will be used to repay the outstanding funds drawn on the revolving credit facility on a monthly basis beginning April 30, 2025; (iv) revolver draws will be subject to compliance with the minimum Liquidity covenant; (v) the Company will be required to reimburse SVB for certain fees and expenses relating to the engagement of a financial advisor, and (vi) 100% of first $10.0 million of any equity proceeds will be used to repay the Term Loan and Revolving Credit Facility, subject to a carve-out of the first $3.0 million of equity proceeds; and any equity proceeds received from Sponsor. In consideration of the Third Amendment, the Company paid a fee equal to 0.15% of the outstanding loans to consenting Lenders, and a $125,000 arrangement fee to SVB. On March 12, 2025 connection with the Third Amendment, the Company, SVB and our Sponsor (through certain affiliated entities) entered into that certain Limited Guarantee by and among Vesey Street Capital Partners Healthcare Fund, L.P., Vesey Street Capital Partners Healthcare Fund-A, L.P., SVB, a related party and who with their affiliates hold a 50.1% ownership interest in the Company, and the Company (the "Limited Guarantee") pursuant to which our Sponsor agreed to provide a $10.0 million limited guaranty of the Company’s obligations under the Credit Agreement. The Limited Guarantee is callable on June 15, 2025 (or upon the earlier occurrence of certain defaults described therein) if the Company has not prepaid the Term Loan (excluding regularly scheduled amortization) by $10.0 million as of such date. Under the terms of the Limited Guarantee, if Sponsor is required to make any payment under the Limited Guarantee (other than as a result of a bankruptcy event), then Sponsor will be deemed to have purchased shares of common stock of the Company having an aggregate value equal to the amount of such payment. The Company has agreed to issue a subordinated note to Sponsor if a payment occurs under the Limited Guarantee, to the extent such payment does not result from the issuance of shares of common stock by the Company to Sponsor.

GOODWILL AND INTANGIBLES, NET (Tables)

12 Months Ended

Dec. 31, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible Assets

Intangible assets consisted of the following at December 31, 2024 and December 31, 2023 (in 000’s):


	December 31, 2024		December 31, 2023		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	(22,333)		(18,759)
Accumulated amortization of tradenames and trademarks	(7,375)		(6,195)
Total intangible assets	$	41,592	$	46,346

Intangible Assets, Future Amortization Expense

The estimated aggregate amortization expense on intangible assets for each of the next five years and thereafter is estimated to be as follows (in 000’s):


Year ending December 31,
2025	$	4,753
2026	4,753
2027	4,753
2028	4,753
2029	4,753
Thereafter	17,827
Total	$	41,592

STOCKHOLDERS' EQUITY AND EQUITY-BASED COMPENSATION - Nonvested RSU and PSU Activity (Details)	12 Months Ended
	Dec. 31, 2024 $ / shares shares	Dec. 31, 2023 $ / shares shares	Dec. 31, 2022 $ / shares shares
Weighted Average Grant Date Fair Value of Units
Target issuance percentage	1
Minimum
Weighted Average Grant Date Fair Value of Units
Target issuance percentage	0
Maximum
Weighted Average Grant Date Fair Value of Units
Target issuance percentage	2
Restricted Stock Units (RSUs) and Performance Shares
Unvested Units
Unvested, beginning balance (in shares) \| shares	3,912,902	3,526,634	4,673,766
Granted (in shares) \| shares	1,072,444	1,442,107	359,132
Forfeitures/Cancellations (in shares) \| shares	(2,249,555)	(30,605)	(503,693)
Vestings (in shares) \| shares	(1,120,408)	(1,025,234)	(1,002,571)
Unvested, ending balance (in shares) \| shares	1,615,383	3,912,902	3,526,634
Weighted Average Grant Date Fair Value of Units
Outstanding, beginning balance (in dollars per share) \| $ / shares	$ 14.23	$ 14.23	$ 14.27
Granted (in dollars per share) \| $ / shares	7.66	6.60	15.10
Forfeitures/Cancellations (in dollars per share) \| $ / shares	12.65	10.83	14.13
Vestings (in dollars per share) \| $ / shares	10.62	13.93	14.76
Outstanding, ending balance (in dollars per share) \| $ / shares	$ 8.05	$ 14.23	$ 14.23

ACCRUED AND OTHER CURRENT LIABILITIES - Schedule of Accrued and Other Current Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Payables and Accruals [Abstract]
Accrued advertising costs	$ 3,209	$ 0
Credit card payable	1,576	1,140
Accrued severance	1,400	0
Other	2,119	2,163
Accrued and other current liabilities	$ 8,304	$ 3,303

LEASES - Future Minimum Rental Payments under all Non-Cancellable Operating Leases (Details) $ in Thousands	Dec. 31, 2024 USD ($)
Leases [Abstract]
2025	$ 7,409
2026	7,299
2027	6,727
2028	5,910
2029	4,505
Thereafter	12,083
Total lease payments	43,933
Less: imputed interest	(13,586)
Total lease obligations	$ 30,347

PROPERTY AND EQUIPMENT, NET - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Less: Accumulated depreciation	$ (18,632)	$ (11,700)
Property and equipment, net	37,471	28,908
Medical equipment
Property, Plant and Equipment [Line Items]
Property and equipment, gross	13,568	11,576
Office and computer equipment
Property, Plant and Equipment [Line Items]
Property and equipment, gross	965	860
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Property and equipment, gross	5,049	4,280
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property and equipment, gross	34,270	21,982
Construction in progress
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 2,251	$ 1,910

SEGMENT INFORMATION - Schedule of Segment Reporting Information, by Segment (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Segment Reporting Information [Line Items]
Revenue	$ 180,350	$ 195,917	$ 168,794
Operating expenses:
Cost of service (exclusive of depreciation and amortization)	71,382	74,012	62,781
Advertising Cost	33,400	25,900	20,600
Loss on debt modification	0	0	932
Depreciation and amortization	11,888	10,253	8,061
Loss/(gain) on disposal of long-lived assets	16	(212)	147
Total operating expenses	182,166	186,434	173,339
(Loss)/income from operations	(1,816)	9,483	(4,545)
Interest expense, net	6,247	6,485	6,751
Pre-tax net (loss)/income	(8,063)	2,998	(11,296)
Income tax expense	188	7,477	3,383
Net loss	(8,251)	(4,479)	(14,679)
Segment assets	209,996	204,019
Reportable Segment
Segment Reporting Information [Line Items]
Revenue	180,350	195,917	168,794
Operating expenses:
Cost of service (exclusive of depreciation and amortization)	71,382	74,012	62,781
Advertising Cost	33,429	25,938	20,598
Facility selling, general, and administrative expense	22,933	24,694	20,427
Corporate selling, general, and administrative expense	42,518	51,749	60,393
Loss on debt modification	0	0	932
Depreciation and amortization	11,888	10,253	8,061
Loss/(gain) on disposal of long-lived assets	16	(212)	147
Total operating expenses	182,166	186,434	173,339
(Loss)/income from operations	(1,816)	9,483	(4,545)
Interest expense, net	6,247	6,485	6,751
Pre-tax net (loss)/income	(8,063)	2,998	(11,296)
Income tax expense	188	7,477	3,383
Net loss	(8,251)	(4,479)	(14,679)
Segment assets	$ 209,996	$ 204,019	$ 200,759

EARNINGS PER SHARE - Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Restricted stock units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (in shares)	667,931	1,047,501	1,367,558
Performance and market-based stock units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (in shares)	947,452	1,625,882	2,159,076

INCOME TAXES - Effective Income Tax Rate Reconciliation (Details)	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Effective Income Tax Rate Reconciliation, Percent [Abstract]
At U.S. Federal statutory tax rate	21.00%	21.00%	21.00%
State income taxes	(2.60%)	55.70%	(7.30%)
Pass-through income	0.00%	0.00%	0.00%
Nondeductible Reorganization and IPO costs	0.00%	0.00%	0.00%
Nondeductible officer compensation	(17.00%)	159.10%	(38.80%)
Valuation allowance and other nondeductible expenses	(3.70%)	13.60%	(4.80%)
Total	(2.30%)	249.40%	(29.90%)

LEASES - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash outflows from operating leases	$ 6,656	$ 5,240
Right-of-use assets obtained in exchange for lease obligations:
Operating leases	$ 8,040	$ 9,934

DEBT (Tables)

12 Months Ended

Dec. 31, 2024

Debt Disclosure [Abstract]

Long-term Debt, Net

Total borrowings as of December 31, 2024 and December 31, 2023 were as follows (in 000’s):


	December 31, 2024		December 31, 2023
Term loan	$	70,750	$	72,875
Unamortized debt discounts and issuance costs	(1,044)		(1,247)
Total debt, net	69,706		71,628
Less: Current portion	(4,250)		(2,125)
Long-term debt, net	$	65,456	$	69,503

Future Maturities of Long-term Debt, Net

The scheduled future maturities of long-term debt as of December 31, 2024 is as follows (in 000’s):


Year ending December 31,
2025	$	4,250
2026	6,375
2027	60,125


Total maturities	$	70,750

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(22))
-SubTopic 10
-Topic 210
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69B
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481568/470-20-55-69B

Reference 3: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69E
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481568/470-20-55-69E

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.12-04(a))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-3

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 835
-SubTopic 30
-Name Accounting Standards Codification
-Section 45
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482925/835-30-45-2

Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-3

Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 942
-SubTopic 470
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477734/942-470-50-3

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 8
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-8

Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-6

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-7

+ Details

SEGMENT INFORMATION - Narrative (Details)	12 Months Ended
SEGMENT INFORMATION - Narrative (Details)	Dec. 31, 2024 segment
Segment Reporting [Abstract]
Number of operating segments	1
Number of reportable segments	1

Consolidated Statements of Operations (Parenthetical) $ in Millions	3 Months Ended
	Mar. 31, 2024 USD ($)
Income Statement [Abstract]
Reversal of compensation expense due to probability of performance achievement	$ 10.4

STOCKHOLDERS' EQUITY AND EQUITY-BASED COMPENSATION - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands				3 Months Ended	12 Months Ended
	Jan. 01, 2025	Aug. 08, 2024	Oct. 29, 2021	Mar. 31, 2024	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Reversal of compensation expense due to probability of performance achievement				$ 10,400
Equity -based compensation expense					$ 3,800	$ 18,200	$ 29,500
Common stock, dividends, declared (in dollars per share)							$ 0.41
Dividends paid					252	385	$ 23,160
Dividends payable					0
Payment of distributions to parent					100	$ 1,200	$ 66,900
Share-based Payment Arrangement, Employee
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Fair value of awards vested					6,100
Share-Based Payment Arrangement, Nonemployee
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Fair value of awards vested					$ 0
Equity Incentive Plan 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares authorized (in shares)			5,564,015
Shares authorized, annual increase, period			10 years
Shares authorized, annual increase, percentage			4.00%
Restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares granted in period					590,279	767,261
Restricted stock units \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period					1 year
Restricted stock units \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period					3 years
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 \| Chief Executive Officer \| Transition Services Agreement
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares outstanding (in shares)		75,000
Share based compensation, accelerated vesting (in shares)		209,490
Additional stock compensation, accelerated cost		$ 800
Restricted stock units \| Chief Executive Officer \| Transition Services Agreement \| Subsequent Event
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity -based compensation expense	$ 300
Market Based Performance Shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares granted in period					482,165	624,846
Market Based Performance Shares \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
rTSR payout percentage					0.00%
Market Based Performance Shares \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
rTSR payout percentage					200.00%
Restricted Stock Units (RSUs) and Performance Shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares granted in period					1,072,444	1,442,107	359,132
Shares outstanding (in shares)					1,615,383	3,912,902	3,526,634	4,673,766
Performance stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation cost					$ 3,100
Weighted average remaining vesting term of unvested awards					1 year 10 months 6 days
Time Based Vesting Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation cost					$ 2,200
Weighted average remaining vesting term of unvested awards					1 year 8 months 12 days