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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 5, 2026
AirSculpt Technologies, Inc.
(Exact name of Registrant as Specified in Its Charter)
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Delaware (State or Other Jurisdiction of Incorporation) | 001-40973 (Commission File Number) | 87-1471855 (IRS Employer Identification No.) |
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2023 West Platt Street,
Tampa, Florida | | 33606 |
| (Address of Principal Executive Offices) | | (Zip Code) |
(786) 709-9690
(Registrant’s Telephone Number, Including Area Code)
Not applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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| Title of Each Class: | | Trading
Symbol(s): | | Name of Exchange
on Which Registered: |
| Common Stock, $0.001 par value per share | | AIRS | | The Nasdaq Global Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒
Item 1.01 Entry into a Material Definitive Agreement.
Financing Agreement
On November 5, 2026 (the “Closing Date”), AirSculpt Technologies, Inc. (the “Company”), EBS Intermediate Parent LLC, a wholly-owned subsidiary of the Company (“EBS Parent”), and EBS Enterprises LLC, a wholly-owned subsidiary of EBS Parent (the “Borrower”), entered into a Financing Agreement (the “Financing Agreement”) with the lenders from time to time party thereto (the “Lenders”) and Blue Torch Finance LLC, as administrative agent and collateral agent (the “Agent”). The Company and EBS Parent guarantee the Borrower’s obligations.
The Financing Agreement provides for (i) a $39.0 million senior secured term loan (the “Term Loan”), funded in full on the Closing Date, and (ii) a senior secured revolving credit facility of up to $5.0 million (the “Revolving Facility” and, with the Term Loan, the “Credit Facilities”), none of which was drawn at closing. The Borrower used the proceeds of the Term Loan to repay in full the Existing Credit Agreement (as defined below) and to pay related fees and expenses. Proceeds of any revolving loans will be used for working capital and general corporate purposes. The Credit Facilities mature on November 5, 2031. The obligations are secured by liens on substantially all of the assets of the Borrower and the guarantors.
Interest and Fees. Borrowings bear interest, at the Borrower’s option, at Term SOFR (subject to a 2.50% floor) or a reference rate, in each case plus an applicable margin based on the Company’s leverage ratio. The margin ranges from 6.75% to 7.75% for Term SOFR loans and from 5.75% to 6.75% for reference rate loans; the highest margin applies until the compliance certificate for the first full fiscal quarter after closing is delivered and while a default or event of default is continuing, and during an event of default the Agent may also charge default interest of an additional 2.00%. The Borrower pays an unused line fee of 0.50% per annum on the unused portion of the Revolving Facility, accruing from the Closing Date and payable quarterly in arrears beginning January 1, 2027, and paid customary upfront and other fees at closing pursuant to a fee letter.
Repayment and Prepayment. The Term Loan amortizes in quarterly installments beginning December 31, 2026 of $731,250, increasing to $975,000 beginning December 31, 2027 and $1,462,500 beginning December 31, 2029, with the balance due at maturity. Mandatory prepayments are required from excess cash flow for each fiscal year beginning with fiscal 2027 (75% to 0%, depending on the gross leverage ratio), payable within five business days after delivery of the audited annual financial statements for that fiscal year, and from net proceeds of certain dispositions (above $500,000 in any fiscal year, subject to limited reinvestment rights for insurance and condemnation proceeds), non-permitted indebtedness, extraordinary receipts and equity cure contributions. Term Loan prepayments (other than scheduled amortization and mandatory prepayments from excess cash flow and extraordinary receipts), permanent reductions of the Revolving Facility, acceleration and termination of the Financing Agreement are subject to a prepayment premium (the “Applicable Premium”) equal to a make-whole amount plus 3.00% during the first year after the Closing Date, then 2.00%, 1.00% and 0.50% in the second through fourth years, and zero thereafter.
Covenants. The Financing Agreement requires, tested quarterly on a trailing twelve-month basis (liquidity is tested weekly): (i) a maximum leverage ratio of 4.50:1.00 for test periods ending December 31, 2026 through September 30, 2027, stepping down to 2.00:1.00 for the period ending December 31, 2030 and thereafter; (ii) a minimum fixed charge coverage ratio of 1.00:1.00 through September 30, 2027, 1.10:1.00 through September 30, 2028 and 1.20:1.00 thereafter; and (iii) minimum average weekly liquidity of $7.5 million for each calendar week ending prior to September 30, 2027 and $5.0 million for each calendar week ending thereafter. Breaches of the leverage and fixed charge coverage covenants may be cured with equity contributions, subject to limits (no more than five times and not in consecutive quarters, and with at least two consecutive fiscal quarters without a cure in each period of four fiscal quarters) and to the requirement that the proceeds be applied to prepay the loans; no cure right applies to the liquidity covenant. The Financing Agreement also contains customary affirmative and negative covenants, including reporting, cash management (including deposit account control agreements), healthcare regulatory compliance, and limits on indebtedness, liens, fundamental changes, dispositions, investments, restricted payments and affiliate transactions. The Borrower must deliver certain items within specified periods after the Closing Date, including deposit account control agreements, landlord waivers, insurance endorsements, lien releases and certain financing statements, and failure to timely deliver them is an event of default.
Events of Default. The Financing Agreement contains customary events of default, including nonpayment, breach of representations or covenants (subject in some cases to grace periods), cross-default to other indebtedness in excess of $500,000, bankruptcy, judgments in excess of $500,000, invalidity of loan documents or liens, loss of material licenses, certain events relating to the Company’s management services arrangements with affiliated professional entities, and a
change of control. If an event of default occurs, the Agent may, and at the request of the required Lenders shall, terminate the commitments, accelerate the obligations (together with the Applicable Premium) and exercise other remedies.
Except as described herein and in respect of the Financing Agreement and the related loan documents, there is no material relationship between the Company or its affiliates and the Agent or the Lenders. The foregoing description does not purport to be complete and is qualified in its entirety by reference to the Financing Agreement, a copy of which is filed as Exhibit 10.1 and incorporated herein by reference.
Item 1.02 Termination of a Material Definitive Agreement.
On November 7, 2022, the Company, EBS Parent and the Borrower entered into a Credit Agreement (as amended, the “Existing Credit Agreement”) with the lenders party thereto and Silicon Valley Bank, a division of First-Citizens Bank & Trust Company, as administrative agent, scheduled to mature on November 15, 2027. On the Closing Date, the Borrower used the proceeds of the Term Loan to repay in full all outstanding obligations under the Existing Credit Agreement, following which no obligations remained outstanding and the Existing Credit Agreement, the related loan documents and the related liens and guarantees were terminated and released. The Company did not incur any material early termination penalties.
Item 2.02 Results of Operations and Financial Condition.
On November 6, 2026, the Company issued a press release announcing results for the three and nine months ended September 30, 2026. A copy is attached as Exhibit 99.1. In accordance with General Instruction B.2 of Form 8-K, the information in this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933. The press release refers to non-GAAP financial measures and includes a reconciliation to the most directly comparable GAAP measures.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 is incorporated by reference into this Item 2.03.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements, including regarding the Company’s use of proceeds and its ability to satisfy the post-closing requirements and covenants under the Financing Agreement. These statements are subject to risks and uncertainties that could cause actual results to differ materially, including those described in the Company’s filings with the Securities and Exchange Commission. The Company undertakes no obligation to update them, except as required by law.
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits
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| Exhibit No. | Description |
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10.1* | Financing Agreement, dated as of November 5, 2026, by and among AirSculpt Technologies, Inc., EBS Intermediate Parent LLC, EBS Enterprises LLC, the lenders from time to time party thereto, and Blue Torch Finance LLC, as administrative agent and collateral agent (filed herewith). |
| 99.1 | Press Release, dated November 6, 2026 (furnished herewith). |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
* Schedules and certain exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the Securities and Exchange Commission upon request.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Dated: November 6, 2026 | | |
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| AirSculpt Technologies, Inc. |
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| By: | /s/ Michael Arthur |
| | Name: Michael Arthur |
| | Title: Chief Financial Officer |
[Signature Page to the Form 8-K]
Exhibit 99.1
AirSculpt Technologies Reports Third Quarter Fiscal 2026 Results
Completes Term Loan Refinancing, Extending Maturity to 2031
TAMPA, Fla., November 6, 2026 (GLOBE NEWSWIRE) – AirSculpt Technologies, Inc. (NASDAQ:AIRS)(“AirSculpt” or the “Company”), a national provider of premium body contouring procedures, today announced results for the third quarter ended September 30, 2026.
Yogi Jashnani, Chief Executive Officer, stated: "While our third quarter results were below expectations, we identified the key drivers and are addressing them with a sense of urgency. Importantly the quarter saw strong progress on our priorities, including expanding our GLP-1-related procedures. Following quarter end, we marked a key milestone as we completed the refinance of our term loan - extending our debt maturity to 2031. While we have reduced our guidance to reflect our third quarter performance continuing through year-end, we remain confident in our strategy and our ability to deliver sustainable, profitable long-term growth."
Third Quarter 2026 Results
•Revenue was $31.9 million, a decline of 8.7% from $35.0 million in the fiscal year 2025;
•Case volume was 2,483, a 9.6% decrease on a same-store sales basis versus the prior year;
◦Performed approximately 250 GLP-1-related procedures during the quarter, representing approximately 10% of total cases
•Net loss was $7.2 million, an improvement of $2.3 million from a net loss of $9.5 million in the fiscal year 2025 third quarter; and
•Adjusted EBITDA was $0.4 million, a decline of $2.6 million, compared to $3.0 million in the fiscal year 2025 third quarter.
First Nine Months 2026 Results
•Revenue was $114.2 million, a decline of 3.5% from $118.4 million in the first nine months of fiscal year 2025;
•Case volume was 8,941, a 2.1% decrease on a same-store sales basis versus the prior year;
•Net loss was $10.7 million, an improvement of $2.3 million from a net loss of $13.0 million in the first nine months of fiscal year 2025; and
•Adjusted EBITDA was $8.6 million, a decline of $4 million, compared to $12.6 million in the first nine months of fiscal year 2025.
2026 Outlook
The Company is reducing its full-year 2026 revenue and Adjusted EBITDA guidance as follows:
•Revenue in the range of approximately $144 million to $146 million, compared to the previous range of $151 million to $157 million; and
•Adjusted EBITDA in the range of approximately $9 million to $10 million, compared to the previous range of $12 million to $14 million.
For additional information on forward-looking statements, see the section titled "Forward-Looking Statements" below.
Debt & Liquidity
As of September 30, 2026, the Company had $15.2 million in cash and cash equivalents, with $5.0 million of borrowing capacity under its revolving credit facility. Additionally, gross debt was approximately $37.2 million. During the 2026 third quarter, the Company raised an additional $7.2 million from the at-the-market offering program and paid down $7.0 million of debt.
On November 5, 2026, the Company entered into a financing agreement (the "Blue Torch Financing Agreement") with a syndicate of lenders and Blue Torch Finance LLC, as administrative agent and collateral agent, maturing on November 5, 2031 and consisting of a senior secured (i) term loan facility with an aggregate principal amount of $39.0 million, which was funded in full at closing, and (ii) revolving loan facility with an aggregate commitment of up to $5.0 million, none of which was drawn at closing. Proceeds from the Blue Torch Financing Agreement were used to repay in full all indebtedness under, and terminate, the Company's existing credit agreement and to pay fees and expenses related to the Blue Torch Financing Agreement.
Conference Call Information
AirSculpt will hold a conference call today, November 6, 2026 at 8:30 am (Eastern Time). The conference call can be accessed by dialing 1-877-407-9716 (toll-free domestic) or 1-201-493-6779 (international) using the conference ID 13763463 or by visiting the link below to request a return call for instant telephone access to the event.
https://callme.viavid.com/viavid/?$Y2FsbG1lPXRydWUmcGFzc2NvZGU9MTM3MjUxMTYmaD10cnVlJmluZm89Y29tcGFueSZyPXRydWUmQj02
The live webcast may be accessed via the investor relations section of the AirSculpt Technologies website at https://investors.airsculpt.com. A replay of the webcast will be available for approximately 90 days following the call.
To learn more about AirSculpt, please visit the Company's website at https://investors.airsculpt.com. AirSculpt uses its website as a channel of distribution for material Company information. Financial and other material information regarding AirSculpt is routinely posted on the Company's website and is readily accessible.
About AirSculpt
AirSculpt is a next-generation body contouring treatment designed to optimize both comfort and precision, available exclusively at AirSculpt offices. The minimally invasive procedure removes fat and tightens skin, while sculpting targeted areas of the body, allowing for quick healing with minimal bruising, tighter skin, and precise results.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the federal U.S. securities laws. In some cases, you can identify these statements by forward-looking words such as “may,” “might,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue,” the negative of these terms and other comparable terminology, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements, which are subject to risks, uncertainties, and assumptions about us, may include projections of our future financial performance (including in particular our projected 2026 revenue and adjusted EBITDA), our anticipated growth strategies, and anticipated trends in our business. These statements are only predictions based on our current expectations and projections about future events. You are cautioned that there are important risks and uncertainties, many of which are beyond our control, that could cause our actual results, level of activity, performance, or achievements to differ materially from the projected results, level of activity, performance or achievements that are expressed or implied by such forward-looking statements. We qualify all of our forward-looking statements by these cautionary statements, including those factors discussed in the section titled “Risk Factors” in our Annual Report on Form 10-K.
Our future results could be affected by a variety of other factors, including, but not limited to, inability to sell equity or other securities in the future at a time when we might otherwise wish to effect sales; inability to raise capital on commercially reasonable terms, if at all; our ability to comply with the financial maintenance covenants and other requirements of the Blue Torch Financing Agreement, including its mandatory prepayment requirements; limitations on our ability to sell securities under our shelf registration statement; the risk that any future financings may dilute our stockholders or restrict our business; failure to stabilize and grow same-store performance; not being able to optimize our marketing investment, go-to-market strategy and sales process; not having the ability to expand our financing options for consumers; being unsuccessful in further product innovations; failure to operate centers in a cost-effective manner; increased operating expenses due to rising inflation; increased competition in the weight loss and obesity solutions market, including as a result of the recent regulatory approval, increased market acceptance, availability and customer awareness of weight-loss drugs; shortages or quality control issues with third-party manufacturers or suppliers; competition for surgeons; litigation or medical malpractice claims; inability to protect
the confidentiality of our proprietary information; changes in the laws governing the corporate practice of medicine or fee-splitting; changes in regulatory and macroeconomic conditions, including inflation and the threat of recession, economic and other conditions of the states and jurisdictions where our facilities are located; and business disruption or other losses from natural disasters, war, pandemic, terrorist acts or political unrest.
The risk factors discussed in “Item 1A. Risk Factors” in our Annual Report on Form 10-K and in other filings we make from time to time with the SEC could cause our results to differ materially from those expressed in the forward-looking statements made in this press release.
There also may be other risks and uncertainties that are currently unknown to us or that we are unable to predict at this time.
Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance, or achievements. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of any of these forward-looking statements. Forward-looking statements represent our estimates and assumptions only as of the date they were made, which are inherently subject to change, and we are under no duty and we assume no obligation to update any of these forward-looking statements, or to update the reasons actual results could differ materially from those anticipated after the date of this press release to conform our prior statements to actual results or revised expectations, except as required by law. Given these uncertainties, investors should not place undue reliance on these forward-looking statements.
Use of Non-GAAP Financial Measures
The Company reports financial results in accordance with generally accepted accounting principles in the United States (“GAAP”), however, the Company believes the evaluation of ongoing operating results may be enhanced by a presentation of Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Loss and Adjusted Net Loss per Share, which are non-GAAP financial measures. Although the Company provides guidance for Adjusted EBITDA, it is not able to provide guidance for net income, the most directly comparable GAAP measure. Certain elements of the composition of net income, including equity-based compensation, are not predictable, making it impractical for us to provide guidance on net income or to reconcile our Adjusted EBITDA guidance to net income without unreasonable efforts. For the same reasons, the Company is unable to address the probable significance of the unavailable information regarding net income, which could be material to future results.
These non-GAAP financial measures are not intended to replace financial performance measures determined in accordance with GAAP. Rather, they are presented as supplemental measures of the Company's performance that management believes may enhance the evaluation of the Company's ongoing operating results. These non-GAAP financial measures are not presented in accordance with GAAP, and the Company’s computation of these non-GAAP financial measures may vary from similar measures used by other companies. These measures have limitations as an analytical tool and should not be considered in isolation or as a substitute or alternative to revenue, net income, operating income, cash flows from operating activities, total indebtedness or any other measures of operating performance, liquidity or indebtedness derived in accordance with GAAP.
AirSculpt Technologies, Inc. and Subsidiaries
Selected Consolidated Financial Data
(Dollars in thousands, except shares and per share amounts)
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended September 30, | | Nine Months Ended September 30, |
| 2026 | | 2025 | | 2026 | | 2025 |
Revenue | $ | 31,944 | | $ | 34,993 | | $ | 114,233 | | $ | 118,376 |
Operating expenses: | | | | | | | |
Cost of service | 12,914 | | 14,864 | | 45,069 | | 48,015 |
Selling, general and administrative | 20,262 | | 19,525 | | 66,265 | | 63,964 |
| | | | | | | |
Depreciation and amortization | 2,902 | | 3,217 | | 8,864 | | 9,705 |
Loss on impairment of long-lived assets | 5 | | 7,137 | | 5 | | 7,245 |
| | | | | | | |
Total operating expenses | 36,083 | | 44,743 | | 120,203 | | 128,929 |
(Loss)/income from operations | (4,139) | | (9,750) | | (5,970) | | (10,553) |
Interest expense, net | 1,244 | | 1,407 | | 3,485 | | 4,594 |
Unrealized loss | 1 | | | — | | 4 | | — |
Pre-tax net loss | (5,384) | | (11,157) | | (9,459) | | (15,147) |
Income tax expense/(benefit) | 1,789 | | (1,645) | | 1,223 | | (2,197) |
Net loss | $ | (7,173) | | $ | (9,512) | | $ | (10,682) | | $ | (12,950) |
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Loss per share of common stock | | | | | | | |
Basic | $ | (0.10) | | | $ | (0.15) | | | $ | (0.15) | | | $ | (0.22) | |
Diluted | $ | (0.10) | | | $ | (0.15) | | | $ | (0.15) | | | $ | (0.22) | |
Weighted average shares outstanding | | | | | | | |
Basic | 72,538,877 | | | 62,436,670 | | | 70,943,909 | | | 60,202,169 | |
Diluted | 72,538,877 | | | 62,436,670 | | | 70,943,909 | | | 60,202,169 | |
AirSculpt Technologies, Inc. and Subsidiaries
Selected Financial and Operating Data
(Dollars in thousands, except per case amounts)
| | | | | | | | | | | |
| September 30,
2026 | | December 31, 2025 |
Balance Sheet Data (at period end): | | | |
Cash and cash equivalents | $ | 15,182 | | | $ | 8,449 | |
Total current assets | 23,051 | | | 15,456 | |
Total assets | $ | 187,776 | | | $ | 187,304 | |
| | | |
Current portion of long-term debt | $ | 5,460 | | | $ | 5,460 | |
Deferred revenue and patient deposits | 3,345 | | | 1,871 | |
Total current liabilities | 27,208 | | | 27,902 | |
Long-term debt, net | 31,199 | | | 50,585 | |
| | | |
Total liabilities | $ | 81,840 | | | $ | 99,592 | |
| | | |
Total stockholders’ equity | $ | 105,936 | | | $ | 87,712 | |
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| Three Months Ended September 30, | | Nine Months Ended September 30, |
| 2026 | | 2025 | | 2026 | | 2025 |
Cash Flow Data: | | | | | | | |
Net cash provided by (used in): | | | | | | | |
Operating activities | $ | (3,475) | | | $ | (225) | | | $ | 558 | | | $ | 5,627 | |
Investing activities | (226) | | | (180) | | | (505) | | | (2,346) | |
Financing activities | 59 | | | (2,379) | | | 6,680 | | | (6,111) | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended September 30, | | Nine Months Ended September 30, |
| 2026 | | 2025 | | 2026 | | 2025 |
Other Data: | | | | | | | |
Number of facilities | 31 | | 32 | | 31 | | 32 |
Number of total procedure rooms | 65 | | 67 | | 65 | | 67 |
| | | | | | | |
Cases | 2,483 | | 2,780 | | 8,941 | | 9,248 |
Revenue per case | $ | 12,865 | | $ | 12,587 | | $ | 12,776 | | $ | 12,800 |
Adjusted EBITDA (1) | $ | 393 | | $ | 3,039 | | $ | 8,640 | | $ | 12,629 |
Adjusted EBITDA margin (2) | 1.2% | | 8.7% | | 7.6% | | 10.7% |
| | |
(1) A reconciliation of this non-GAAP financial measure appears below. |
(2) Defined as Adjusted EBITDA as a percentage of revenue. |
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AirSculpt Technologies, Inc. and Subsidiaries
Supplemental Information
(Dollars in thousands, except per case amounts)
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended September 30, | | Nine Months Ended September 30, |
| 2026 | | 2025 | | 2026 | | 2025 |
Same-center Information (1): | | | | | | | |
Cases | 2,483 | | 2,748 | | 8,941 | | 9,137 |
Case growth | (9.6)% | | N/A | | (2.1)% | | N/A |
Revenue per case | $ | 12,865 | | $ | 12,574 | | $ | 12,776 | | $ | 12,777 |
Revenue per case growth | 2.3% | | N/A | | —% | | N/A |
Number of facilities | 31 | | 31 | | 31 | | 31 |
Number of total procedure rooms | 65 | | 65 | | 65 | | 65 |
| | |
(1) For the three and nine months ended September 30, 2026 and 2025, we define same-center case and revenue growth as the growth in each of our cases and revenue at facilities that were owned and operated during the three and nine months ended September 30, 2026 and 2025, respectively. At facilities that were not owned or operated for the entirety of the prior year period, the current year period has been pro-rated to reflect only growth experienced during the portion of the three and nine months ended September 30, 2026 in which such facilities were owned and operated during the three and nine months ended September 30, 2025. We define same-center facilities and procedure rooms based on if a facility was owned or operated as of September 30, 2025. We have excluded the London facility from all periods presented due to the closure of the facility. |
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AirSculpt Technologies, Inc. and Subsidiaries
Reconciliation of Non-GAAP Financial Measures
(Dollars in thousands)
We report our financial results in accordance with GAAP, however, management believes the evaluation of our ongoing operating results may be enhanced by a presentation of Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Loss and Adjusted Net Loss per Share, which are non-GAAP financial measures.
We define Adjusted EBITDA as net loss excluding depreciation and amortization, net interest expense, income tax expense/(benefit), restructuring and related severance costs, certain other non-recurring costs, unrealized (gain)/loss, and equity-based compensation.
We define Adjusted Net Loss as net loss excluding restructuring and related severance costs, loss on impairment of long-lived assets, certain other non-recurring costs, equity-based compensation and the tax effect of these adjustments.
We include Adjusted EBITDA and Adjusted Net Loss because they are important measures on which our management assesses and believes investors should assess our operating performance. We consider Adjusted EBITDA and Adjusted Net Loss each to be an important measure because they help illustrate underlying trends in our business and our historical operating performance on a more consistent basis. Adjusted EBITDA has limitations as an analytical tool including: (i) Adjusted EBITDA does not include results from equity-based compensation and (ii) Adjusted EBITDA does not reflect interest expense on our debt or the cash requirements necessary to service interest or principal payments. Adjusted Net Loss has limitations as an analytical tool because it does not include results from equity-based compensation.
We define Adjusted EBITDA Margin as Adjusted EBITDA as a percentage of revenue. We define Adjusted Net Loss per Share as Adjusted Net Loss divided by weighted average basic and diluted shares. We included Adjusted EBITDA Margin and Adjusted Net Loss per Share because they are important measures on which our management assesses and believes investors should assess our operating performance. We consider Adjusted EBITDA Margin and Adjusted Net Loss per Share to be important measures because they help illustrate underlying trends in our business and our historical operating performance on a more consistent basis.
AirSculpt Technologies, Inc. and Subsidiaries
Reconciliation of Non-GAAP Financial Measures
(Dollars in thousands)
The following table reconciles Adjusted EBITDA and Adjusted EBITDA Margin to net loss, the most directly comparable GAAP financial measure:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended September 30, | | Nine Months Ended September 30, |
| 2026 | | 2025 | | 2026 | | 2025 |
Net loss | $ | (7,173) | | | $ | (9,512) | | | $ | (10,682) | | | $ | (12,950) | |
Plus | | | | | | | |
| | | | | | | |
Equity-based compensation | 1,095 | | | 1,125 | |
| 2,566 | | | 3,716 | |
| | | | | | | |
| | | | | | | |
Restructuring and related severance costs | 33 | | | 1,310 | | | 1,307 | | | 2,516 | |
One-time SOX compliance and other related costs | 497 | | | — | | | 1,543 | | | — | |
Depreciation and amortization | 2,902 | | | 3,217 | |
| 8,864 | | | 9,705 | |
Loss on impairment of long-lived assets | 5 | | | 7,137 | | | 5 | | | 7,245 | |
| | | | | | | |
Litigation settlements | — | | | — | | | 325 | | | — | |
Interest expense, net | 1,244 | | | 1,407 | |
| 3,485 | | | 4,594 | |
Income tax expense/(benefit) | 1,789 | | | (1,645) | |
| 1,223 | | | (2,197) | |
Unrealized loss | 1 | | | — | | | 4 | | | — | |
Adjusted EBITDA | $ | 393 | | | $ | 3,039 | | | $ | 8,640 | | | $ | 12,629 | |
Adjusted EBITDA Margin | 1.2 | % | | 8.7 | % | | 7.6 | % | | 10.7 | % |
The following table reconciles Adjusted Net Loss and Adjusted Net Loss per Share to net loss, the most directly comparable GAAP financial measure:
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Three Months Ended
September 30, | | Nine Months Ended
September 30, |
| | | | | 2026 | | 2025 | | 2026 | | 2025 |
Net loss | | | | | $ | (7,173) | | | $ | (9,512) | | | $ | (10,682) | | | $ | (12,950) | |
Plus | | | | | | | | | | | |
| | | | | | | | | | | |
Equity-based compensation | | | | | 1,095 | | | 1,125 | | | 2,566 | | | 3,716 | |
| | | | | | | | | | | |
| | | | | | | | | | | |
Restructuring and related severance costs | | | | | 33 | | | 1,310 | | | 1,307 | | | 2,516 | |
Loss on impairment of long-lived assets | | | | | 5 | | | 7,137 | | | 5 | | | 7,245 | |
| | | | | | | | | | | |
Litigation settlements | | | | | — | | | — | | | 325 | | | — | |
One-time SOX compliance and other related costs | | | | | 497 | | | — | | | 1,543 | | | — | |
Tax effect of adjustments | | | | | (565) | | | (2,462) | | | (1,385) | | | (2,850) | |
Adjusted net (loss)/income | | | | | $ | (6,108) | | | $ | (2,402) | | | $ | (6,321) | | | $ | (2,323) | |
| | | | | | | | | | | |
Adjusted net loss per share of common stock (1) | | | | | | | | | | | |
Basic | | | | | $ | (0.08) | | | $ | (0.04) | | | $ | (0.09) | | | $ | (0.04) | |
Diluted | | | | | $ | (0.08) | | | $ | (0.04) | | | $ | (0.09) | | | $ | (0.04) | |
Weighted average shares outstanding | | | | | | | | | | | |
Basic | | | | | 72,538,877 | | | 62,436,670 | | | 70,943,909 | | | 60,202,169 | |
Diluted | | | | | 72,538,877 | | | 62,436,670 | | | 70,943,909 | | | 60,202,169 | |
AirSculpt Technologies, Inc. and Subsidiaries
Reconciliation of Non-GAAP Financial Measures
(Dollars in thousands)
(1) Diluted Adjusted Net Loss Per Share is computed by dividing adjusted net loss by the weighted-average number of shares of common stock outstanding adjusted for the dilutive effect of all potential shares of common stock.
Investor Contact
Allison Malkin
ICR, Inc.
airsculpt@icrinc.com
