Airsculpt Technologies, Inc.
For the period ended Jun 30, 2026. Filed Aug 10, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2026 · Filed Aug 10, 2026
AIRS$0.53-62.9%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-03-31; filed 2026-05-08.
0001870940-26-000028
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-08-10.
0001870940-26-000038
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 78 previous paragraphs and 89 current paragraphs.
48 unchanged; 25 reworded; 11 added; 4 removed; 1 previous and 5 current paragraphs rearranged.
Tables are not compared: 7 previous and 8 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (11)
Current report
For the three and six months ended June 30, 2026, we performed 3,376 and 6,458 cases, respectively, compared to 3,392 and 6,468 for the three and six months ended June 30, 2025, respectively. For the three and six months ended June 30, 2026, we generated approximately $42.9 million and $82.3 million of revenue, respectively, compared to $44.0 million and $83.4 million for the three and six months ended June 30, 2025, respectively. This represents an approximately 3% decline in revenue for the three months ended June 30, 2026 over the same period in the prior year and an approximately 1% decline in revenue for the six months ended June 30, 2026 over the same period in the prior year.
Current report
Revenue—Our revenue decreased $1.1 million, or 2.5%, compared to the same period in 2025. This decline was driven primarily by a 2.0% decrease in average selling price on a same-center basis, partially offset by a 1.0% increase in same-center case volume. Revenue in the prior-year period also benefited from the operations of the London clinic, which was closed as of December 31, 2025.
Current report
Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025
Current report
Revenue—Our revenue decreased $1.1 million, or 1.3%, for the six months ended June 30, 2026 compared to the same period in 2025. This decline was driven primarily by a 1.1% decrease in average selling price on a same-center basis, partially offset by a 1.1% increase in same-center case volume. Revenue in the prior-year period also benefited from the operations of the London clinic, which was closed as of December 31, 2025.
Current report
Cost of Service—Our cost of service decreased $1.0 million, or 3.0%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The percentage decrease in cost of service is driven by the decrease in revenue when compared to the same period in 2025 due to the elimination of one center in the current period, as well as efficiencies gained in medical and supply costs. Cost of service was 39.1% and 39.8% as a percentage of revenue for the twelve months ended June 30, 2026 and 2025, respectively. The percentage decrease is primarily due to the decline in revenue and not being able to leverage certain fixed costs within cost of service such as rent and certain nursing costs.
Current report
Selling, General and Administrative Expenses—Selling, general and administrative expenses increased $1.6 million, or 3.5%, for the six months ended June 30, 2026 compared to the same period in 2025. This increase relates to a $2. million increase in advertising expense, a $0.5 million increase in payroll expenses, a $0.2 increase in professional service expenses offset by a $1.1 million decrease in stock compensation expense. Selling, general and administrative expenses as a percent of revenue were 55.9% and 53.3% for the six months ended June 30, 2026 and 2025, respectively.
Current report
General and administrative expenses include employee-related expenses, including salaries and related costs (excluding physician and clinical costs included in cost of service), equity-based compensation, technology, operations, finance, legal, corporate office rent and human resources. General and administrative expense were approximately $23.8 million and $25.0 million for the six months ended June 30, 2026 and 2025, respectively.
Current report
Interest Expense, net—Interest expense was $2.2 million and $3.2 million for the six months ended June 30, 2026 and 2025, respectively.
Current report
In addition, under the Fourth Amendment, 50% of the net cash proceeds of any future issuance of our equity securities (other than issuances under our equity incentive plans) must be applied to prepay the term loans. As a result, only approximately half of the net proceeds we may raise under our at-the-market offering program will be available to fund our operations and other general corporate purposes, which reduces the liquidity otherwise available to us through equity issuances and may cause us to rely more heavily on cash generated from operations. The Fourth Amendment also requires us to make $5.0 million of mandatory term-loan payments in 2026 ($2.5 million paid upon signing and an additional $2.5 million payable on or before September 30, 2026).
Current report
As of August 10, 2026 the Company issued an additional 576,000 shares of common stock under the ATM Agreement, generating total net proceeds of approximately $2.4 million during the third quarter.
Current report
On August 7, 2026, the Company entered into a further amendment to the Credit Agreement (the "Fourth Amendment") to, among other things: (i) extend the maturity date of the term loan and revolving credit facility to November 15, 2027 (approximately a six-month extension from the previous May 11, 2027 maturity date); (ii) require the Company to make a $2.5 million payment to the Lenders upon signing of the Fourth Amendment; (iii) require the Company to make an additional $2.5 million payment on or before September 30, 2026; (iv) require that 50% of the net proceeds of any future equity issuances (other than issuances under our equity incentive plans) be applied to prepay the term loans, in addition to amounts otherwise required to be applied under the Credit Agreement, (v) require the Company to provide biweekly updates on a conference call with the Lenders with respect to the status of its efforts to cause the Discharge of Obligations (as defined in the Credit Agreement); and (vi) require the Company, if the Discharge of Obligations has not occurred by October 31, 2026, to retain one or more investment banks reasonably satisfactory to the Administrative Agent (as defined in the Credit Agreement) to cause the Discharge of Obligations to occur, whether by obtaining replacement debt refinancing or otherwise. The Company is evaluating if the amendment is a modification or extinguishment and has not completed the accounting for debt issuance costs.
Removed paragraphs (4)
Previous report
For the three months ended March 31, 2026, we performed 3,082 cases and generated approximately $39.4 million of revenue, compared to 3,076 cases and $39.4 million in revenue for the three months ended March 31, 2025, reflecting essentially flat revenue year-over-year.
Previous report
Our same-center case increase is primarily attributed to no new clinics being opened in fiscal year ended December 31, 2025 and stronger than expected performance across the broader aesthetics industry in the 2026 period.
Previous report
Revenue—Our revenue increased $0.02 million, or 0.05%, compared to the same period in 2025.
Previous report
Our term loan and revolver mature on May 11, 2027. These obligations will need to be refinanced prior to their maturity or paid out of then available cash. There can be no assurance that we will be able to refinance the debt with the current lender or obtain new financing.
Reworded paragraphs (25)
Previous wording
AirSculpt is an experienced national provider of body contouring procedures delivering a premium consumer experience. At AirSculpt, we provide custom body contouring using our proprietary AirSculpt® method that removes unwanted fat in a minimally invasive procedure, producing dramatic results. We now deliver our AirSculpt® procedures through a nationwide footprint of 31 centers across 20 states and Canada as of May 8, 2026.
Current wording
AirSculpt is an experienced national provider of body contouring procedures delivering a premium consumer experience. We provide custom body contouring using our proprietary AirSculpt® method that removes unwanted fat and tightens skin in a minimally invasive procedure, producing dramatic results. We deliver our AirSculpt® procedures through a nationwide footprint of 31 centers across 20 states and Canada as of August 10, 2026.
Previous wording
We report our financial results in accordance with accounting principles generally accepted in the United States of America ("GAAP"), however, management believes the evaluation of our ongoing operating results may be enhanced by a presentation of Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income and Adjusted Net Income per Share, which are non-GAAP financial measures.
Current wording
We report our financial results in accordance with generally accepted accounting principles in the United States of America ("GAAP"), however, management believes the evaluation of our ongoing operating results may be enhanced by a presentation of Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income and Adjusted Net Income per Share, which are non-GAAP financial measures.
Previous wording
We define Adjusted Net Income as net loss excluding restructuring and related severance costs, equity-based compensation and the tax effect of these adjustments.
Current wording
We define Adjusted Net Income as net loss excluding restructuring and related severance costs, equity-based compensation, loss on disposal of long-lived assets, restructuring and related severance costs, certain other non-recurring costs, and the tax effect of these adjustments.
Previous wording
Our revenue is generated from our patented AirSculpt® procedures performed on our patients. We are 100% self-pay and do not accept payments from the U.S. federal government or payer organizations. We assist patients, as needed, by providing third-party financing options to pay for procedures. We have arrangements with various financing companies to facilitate this option. There is a financing transaction fee based on a set percentage of the amount financed. We recognize revenue based on the expected transaction price which is reduced for financing fees.
Current wording
Our revenue is generated from AirSculpt® procedures, which incorporate certain patented technologies and techniques, performed on our patients. We are 100% self-pay and do not accept payments from the U.S. federal government or payer organizations. We assist patients, as needed, by providing third-party financing options to pay for procedures. We have arrangements with various financing companies to facilitate this option. There is a financing transaction fee based on a set percentage of the amount financed. We recognize revenue based on the expected transaction price which is reduced for financing fees.
Previous wording
Cost of Service—Our cost of services decreased $0.4 million, or 2.3%, compared to the same period in 2025. The decrease in cost of service is driven by a $0.4 million decrease in medical payroll compared to the same period in 2025. Cost of service was 39.6% and 40.5% as a percentage of revenue for the three months ended March 31, 2026 and 2025, respectively.
Current wording
Cost of Service—Our cost of services decreased $0.6 million, or 3.7%, compared to the same period in 2025. The decrease is caused by efficiencies gained in personnel costs as compared to 2025. Cost of service was 38.6% and 39.1% as a percentage of revenue for the three months ended June 30, 2026 and 2025, respectively.
Previous wording
Selling, General and Administrative Expenses—Selling, general and administrative expenses increased $0.8 million, or 3.7%, for the three months ended March 31, 2026 compared to the same period in 2025. This decrease is driven by a $0.6 million decrease in stock compensation expense, offset by a $0.1 million increase in bank fees, a $0.7 million increase in professional service fees, a $0.1 million increase in travel expense, and a $0.6 million increase in advertising expense.
Current wording
Selling, General and Administrative Expenses—Selling, general and administrative expenses increased $0.8 million, or 3.3%, for the three months ended June 30, 2026 compared to the same period in 2025. This increase is driven primarily by a $1.4 million increase in advertising expense, offset by a $0.4 million decrease in stock compensation expense, a $0.1 million decrease in travel expense, and a $.06 million decrease in office supplies expense. Selling, general and administrative expenses as a percent of revenue was 54.6% and 51.5% for the three months ended June 30, 2026 and 2025, respectively.
Previous wording
Selling expenses consist of advertising costs for social, digital and traditional marketing and sales and marketing personnel. Total selling expenses were approximately $10.5 million and $9.6 million for the three months ended March 31, 2026 and 2025, respectively. Our customer acquisition costs were approximately $3,397 and $3,130 per customer in the three months ended March 31, 2026 and 2025, respectively. Selling expenses as a percentage of revenue may fluctuate from quarter to quarter based on the timing and scope of our initiatives and the related impact to our revenue.
Current wording
Selling expenses consist of advertising costs for social, digital and traditional marketing and sales and marketing personnel. Total selling expenses were approximately $11.7 million and $9.9 million for the three months ended June 30, 2026 and 2025, respectively. Our customer acquisition costs were approximately $3,467 and $2,905 per customer in the three months ended June 30, 2026 and 2025, respectively. Selling expenses as a percentage of revenue may fluctuate from quarter to quarter based on the timing and scope of our initiatives and the related impact to our revenue.
Previous wording
General and administrative expenses include employee-related expenses, including salaries and related costs (excluding physician and clinical cost included in cost of service), equity-based compensation, technology, operations, finance, legal, corporate office rent and human resources. General and administrative expenses were approximately $12.1 million and $12.2 million for the three months ended March 31, 2026 and 2025, respectively.
Current wording
General and administrative expenses include employee-related expenses, including salaries and related costs (excluding physician and clinical cost included in cost of service), equity-based compensation, technology, operations, finance, legal, corporate office rent and human resources. General and administrative expenses were approximately $11.7 million and $12.8 million for the three months ended June 30, 2026 and 2025, respectively.
Previous wording
Depreciation and Amortization—Depreciation and amortization decreased to approximately $3.0 million for the three months ended March 31, 2026 compared to $3.2 million for the same period in 2025. This decrease is driven primarily by the net reduction of one clinic location and one office location during the three months ended March 31, 2026 as compared to the 2025 period.
Current wording
Depreciation and Amortization—Depreciation and amortization decreased to approximately $2.9 million for the three months ended June 30, 2026 compared to $3.2 million for the same period in 2025. This decrease is driven primarily by the net reduction of one clinic location and one office location during the three months ended June 30, 2026 as compared to the 2025 period.
Previous wording
Interest Expense, net—Interest expense was $1.2 million and $1.6 million for the three months ended March 31, 2026 and 2025, respectively. The $0.4 million decrease was related to principal prepayments which reduced the outstanding balance.
Current wording
Interest Expense, net—Interest expense was $1.0 million and $1.6 million for the three months ended June 30, 2026 and 2025, respectively. The $0.6 million decrease was related to principal prepayments which reduced the outstanding balance.
Previous wording
Income Tax Expense— Our effective tax rate was 16.2% and 11.4% for the three months ended March 31, 2026 and 2025, respectively. The main driver of the difference between the effective and statutory rate is non-deductible executive compensation under Section 162(m) of the Internal Revenue Code.
Current wording
Income Tax Expense— Our effective tax rate was 8.3% and 23.8% for the three months ended June 30, 2026 and 2025, respectively. The main driver of the difference between the effective and statutory rate is non-deductible executive compensation under Section 162(m) of the Internal Revenue Code.
Previous wording
We principally rely on cash flows from operations as our primary source of liquidity and, if needed, up to $5.0 million in revolving loans under our revolving credit facility, subject to minimum liquidity draw requirements. In March 2025, we filed a Registration Statement on Form S-3 (File No. 333-285825) which covers the offer, issuance and sale, for an aggregate initial offering price not to exceed $100.0 million, of shares of common stock and preferred stock; debt securities; warrants to purchase common stock, preferred stock and/or debt securities; and units. We also commenced an at-the-market offering program, with Leerink Partners LLC (“Leerink”) acting as sales agent. This at-the-market offering program provides us with additional access to capital, as needed, subject to market conditions. During the quarter ended March 31, 2026, the Company sold approximately 5.9 million shares of common stock through its at-the-market offering program for total net proceeds of approximately $14.6 million. Additionally, during the quarter ended March 31, 2026, the Company voluntarily pre-paid $10.0 million of the principal balance of the term loans under the Credit Agreement using cash on hand.
Current wording
We principally rely on cash flows from operations as our primary source of liquidity and, if needed, up to $5.0 million in revolving loans under our revolving credit facility, subject to minimum liquidity draw requirements. In March 2025, we filed a Registration Statement on Form S-3 (File No. 333-285825) which covers the offer, issuance and sale, for an aggregate initial offering price not to exceed $100.0 million, of shares of common stock and preferred stock; debt securities; warrants to purchase common stock, preferred stock and/or debt securities; and units. We also commenced an at-the-market offering program, with Leerink Partners LLC (“Leerink”) acting as sales agent. This at-the-market offering program provides us with additional access to capital, as needed, subject to market conditions. During the quarter ended June 30, 2026, the Company sold approximately 973,000 shares of common stock through its at-the-market offering program for total net proceeds of approximately $5.0 million.
Previous wording
As of March 31, 2026, we had $16.7 million in cash and cash equivalents and an available amount of $5.0 million under our revolving credit facility. We did not have any letters of credit outstanding as of March 31, 2026.
Current wording
As of June 30, 2026, we had $18.8 million in cash and cash equivalents and an available amount of $5.0 million under our revolving credit facility. We did not have any letters of credit outstanding as of June 30, 2026.
Previous wording
As of March 31, 2025, we had $5.6 million in cash and cash equivalents and no availability under our revolving credit facility. We did not have any letters of credit outstanding as of March 31, 2025.
Current wording
As of June 30, 2025, we had $8.2 million in cash and cash equivalents and an available amount of $5.0 million under our revolving credit facility. We did not have any letters of credit outstanding as of June 30, 2025.
Previous wording
The primary source of our operating cash flow is the collection of patient payments received prior to performing surgical procedures. For the three months ended March 31, 2026, our operating cash flow increased by $4.4 million compared to the same period in 2025. This improvement was primarily driven by favorable working capital changes and the benefits realized from cost savings initiatives implemented during the prior year. At March 31, 2026, we had a working capital deficit of $(8.2) million compared to $(12.4) million at December 31, 2025.
Current wording
The primary source of our operating cash flow is the collection of patient payments received prior to performing surgical procedures. For the six months ended June 30, 2026, our operating cash flow decreased by $1.8 million compared to the same period in 2025.
Previous wording
Net cash used in investing activities for the three months ended March 31, 2026 and 2025 was $0.1 million and $1.9 million, respectively. Investing activities in the three months ended March 31, 2026 relate primarily to maintenance capital expenditures. Investing activities during the three months ended March 31, 2025 relate primarily to final payments on our White Plains, NY location that opened in December 2024.
Current wording
Net cash used in investing activities for the six months ended June 30, 2026 and 2025 was $0.3 million and $2.2 million, respectively. Investing activities in the six months ended June 30, 2026 relate primarily to maintenance capital expenditures. Investing activities during the six months ended June 30, 2025 relate primarily to final payments on our White Plains, NY location that opened in December 2024.
Previous wording
Net cash used in financing activities during the three months ended March 31, 2026 was $3.0 million. During the three months ended March 31, 2026, we received net proceeds of $14.6 million from the at-the-market offering, made principal payments on our debt of $11.4 million and made payments of taxes withheld through vested equity-based compensation of $0.2 million.
Current wording
Net cash used in financing activities during the six months ended June 30, 2026 was $6.6 million. During the six months ended June 30, 2026, we received net proceeds of $19.6 million from the at-the-market offering, made principal payments on our debt of $12.7 million and made payments of taxes withheld through vested equity-based compensation of $0.2 million.
Previous wording
Net cash used in financing activities for the three months ended March 31, 2025 was $1.6 million. For the three months ended March 31, 2025, we made principal payments on our debt of $1.1 million and made payments of taxes withheld through vested equity-based compensation of $0.1 million.
Current wording
Net cash used in financing activities for the six months ended June 30, 2025 was $3.7 million. For the six months ended June 30, 2025, we received net proceeds of $14.0 million from an underwritten public offering and made principal payments on our debt of $12.0 million, payments for debt modification of $0.2 million and payments of taxes withheld through vested equity-based compensation of $0.1 million.
Previous wording
On March 14, 2025, we entered into a sales agreement (the “ATM Agreement”) with Leerink, as sales agent, in connection with an at-the-market offering program under which we may offer and sell, from time to time in our sole discretion, shares of our common stock having an aggregate offering price of up to $50.0 million at prices and on terms to be determined by market conditions at the time of offering. The $50.0 million of common stock that may be offered, issued and sold under the ATM Agreement is included in the $100.0 million of securities that may be offered, issued and sold by us under our Registration Statement on Form S-3 (File No. 333-285825). We and Leerink each have the right to suspend or terminate the ATM Agreement in each party’s sole discretion at any time.
Current wording
On March 14, 2025, the Company entered into a sales agreement (the “ATM Agreement”) with Leerink, as sales agent, in connection with an at-the-market offering program under which the Company may offer and sell, from time to time in our sole discretion, shares of our common stock having an aggregate offering price of up to $50.0 million at prices and on terms to be determined by market conditions at the time of offering. The $50.0 million of common stock that may be offered, issued and sold under the ATM Agreement is included in the $100.0 million of securities that may be offered, issued and sold by us under our Registration Statement on Form S-3 (File No. 333-285825). The Company and Leerink each have the right to suspend or terminate the ATM Agreement in each party’s sole discretion at any time.
Previous wording
For the quarter ended, March 31, 2026, we sold the following quantities of our common stock pursuant to the ATM Agreement for total net proceeds of approximately $14.6 million:
Current wording
In the three and six months ended June 30, 2026, the Company sold the following quantities of our common stock pursuant to the ATM Agreement for total net proceeds of approximately $5.0 million and $19.6 million:
Previous wording
The carrying value of our total indebtedness was $44.8 million and $56.0 million, which includes unamortized deferred financing costs and issuance discount of $0.8 million and $0.9 million as of March 31, 2026 and December 31, 2025, respectively.
Current wording
The carrying value of our total indebtedness was $43.6 million and $56.0 million, which includes unamortized deferred financing costs and issuance discount of $0.6 million and $0.9 million as of June 30, 2026 and December 31, 2025, respectively.
Previous wording
On November 7, 2022, the Company entered into the Term Loan and Revolving Credit Facility pursuant to the 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. Additionally, during the quarter-ended March 31, 2026, the Company voluntarily pre-paid $10.0 million of the principal balance of the term loans under the Credit Agreement using cash on hand.
Current wording
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 with 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. During the quarter-ended March 31, 2026, the Company voluntarily pre-paid $10.0 million of the principal balance of the term loans under the Credit Agreement using cash on hand.
Previous wording
On March 12, 2025, the Company entered into the Third Amendment. Under the terms of the Third Amendment, the parties thereto agreed to modify certain financial condition covenants made by the Company under the Term Loan and Revolving Credit Facility, 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) $3.0 million as of the last day of the month ending March 31, 2025, (B) $5.0 million as of the last day of the month ending April 30, 2025, and (C) $7.5 million 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.
Current wording
On March 12, 2025, the Company entered into an 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) $3.0 million as of the last day of the month ending March 31, 2025, (B) $5.0 million as of the last day of the month ending April 30, 2025, and (C) $7.5 million as of the last day of the month 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.
Previous wording
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 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 our 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 thousand arrangement fee to Silicon Valley Bank. On March 12, 2025, in connection with the Third Amendment, the Company, SVB and our Sponsor (through certain affiliated entities) entered into 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 was callable on June 15, 2025 (or upon the earlier occurrence of certain defaults described therein) in the Company had not prepaid the Term Loan (excluding regularly scheduled amortization) by $10.0 million as of such date. On June 13, 2025, the Company made a $10.0 million principal payment on the term loan in accordance with the Third Amendment using proceeds from its underwritten public offering completed on June 11, 2025. The Limited Guarantee automatically terminated on March 12, 2026 following the prepayment of the Term Loan in an aggregate amount of $20.0 million since the date of the Limited Guarantee.
Current wording
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 would be increased to 3.75% or 4.75% for base rate or SOFR (as defined in the Credit Agreement), respectively, if the Company's total leverage ratio was 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 was 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 was below 2.00x, (ii) the 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 Silicon Valley Bank ("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 the following carve-outs (A) the first $3.0 million of equity proceeds (B) any equity proceeds received from Vesey Street Capital Partners, L.L.C., our private equity sponsor ("Sponsor"). In consideration for the Third Amendment, the Company paid a fee equal to 0.15% of the outstanding loans to consenting Lenders (as defined in the Credit Agreement) and a $0.125 million arrangement fee to Silicon Valley Bank. On March 12, 2025, in 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., 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 was callable on June 15, 2025 (or upon the earlier occurrence of certain defaults described therein) in the Company had not prepaid the term loans (excluding regularly scheduled amortization) by $10.0 million as of such date. On June 13, 2025, the Company made a $10.0 million principal payment on the term loans in accordance with the Third Amendment using proceeds from its underwritten public offering completed on June 11, 2025. The Limited Guarantee automatically terminated on March 12, 2026 following the prepayment of the term loans in an aggregate amount of $20.0 million since the date of the Limited Guarantee.
Previous wording
As of March 31, 2026, the interest rate under the Credit Agreement was 8.42%.
Current wording
As of June 30, 2026, the interest rate under the Credit Agreement was 8.39%.
Rearranged current paragraphs (5)
Current report — wording carried from elsewhere
For the six months ended June 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 six months ended June 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 six months ended June 30, 2026 in which such facilities were owned and operated during the six months ended June 30, 2025. We define same-center facilities and procedure rooms based on if a facility was owned or operated as of June 30, 2025.
Current report — wording carried from elsewhere
The following table and notes summarize certain results from the statements of operations for each of the periods indicated and the changes between periods. The table also shows the percentage relationship to revenue for the periods indicated:
Current report — wording carried from elsewhere
Selling expenses consist of advertising costs for social, digital and traditional marketing and for sales and marketing personnel. Total selling expenses were approximately $22.2 million and $19.5 million for the six months ended June 30, 2026 and 2025, respectively. Our customer acquisition costs were approximately $3,433 and $3,010 per customer in the six months ended June 30, 2026 and 2025, respectively. Additionally, selling expenses as a percentage of revenue may fluctuate from quarter to quarter based on the timing and scope of our initiatives and the related impact to our revenue.
Current report — wording carried from elsewhere
Depreciation and Amortization—Depreciation and amortization decreased to approximately $6.0 million for the six months ended June 30, 2026 compared to $6.5 million for the same period in 2025.
Current report — wording carried from elsewhere
Income Tax Expense—Our effective tax rate was 13.9% and 13.8% for the six months ended June 30, 2026 and 2025, respectively. The main drivers of the difference between the effective and statutory rate are non-deductible executive compensation under Section 162(m) of the Internal Revenue Code and also state taxes.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
Selling, general and administrative expenses as a percent of revenue was 57.3% and 55.3% for the three months ended March 31, 2026 and 2025, respectively.