SEC Comment Letter 0000000000-23-003686 to Airsculpt Technologies, Inc. (AIRS)
Airsculpt Technologies, Inc.
Date: April 13, 2023 · CIK: 0001870940 · Accession: 0000000000-23-003686
AI Filing Summary & Sentiment
File numbers found in text: 001-40973
Letter
United States securities and exchange commission logo April 13, 2023 Dennis Dean Chief Financial Officer AirSculpt Technologies, Inc. 1111 Lincoln Road, Suite 802 Miami Beach, FL 33139 Re:AirSculpt Technologies, Inc. Form 10-K for the fiscal year ended December 31, 2022 Filed March 10, 2023 File No. 001-40973 Dear Dennis Dean: We have limited our review of your filing to the financial statements and related disclosures and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to these comments within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response. After reviewing your response to these comments, we may have additional comments. Form 10-K for the fiscal year ended December 31, 2022 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations Non-GAAP Financial Measures, page 49 1.In tabular form, please provide us a detailed list of the actual costs included in pre- opening de novo and relocation costs for each of the years presented, sorted by center. For each of the centers, also tell us the date the center was opened, and the ranges of dates these costs were incurred. Also tell us where the costs are presented in your statements of operations. In addition, please tell us how you considered Question 100.01 of the Non- GAAP Financial Measures Compliance & Disclosure Interpretations, as updated December 13, 2022, in determining it was appropriate to include these costs as part of your non-GAAP adjustment. 2.We note instances where you make references to normalized amounts and base year-over- year changes or other metrics on these normalized amounts. Normalized amounts
FirstName LastNameDennis Dean Comapany NameAirSculpt Technologies, Inc. April 13, 2023 Page 2 FirstName LastName Dennis Dean AirSculpt Technologies, Inc. April 13, 2023 Page 2 appear to be based on an individually tailored accounting principle as described in Question 100.04 of the Non-GAAP Financial Measures Compliance & Disclosure Interpretations. Please tell us how you considered this interpretation in determining your adjustments to normalize amounts are appropriate. In closing, we remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. You may contact Christie Wong at 202-551-3684 or Michael Fay, Senior Staff Accountant, at 202-551-3812 with any questions. Sincerely, Division of Corporation Finance Office of Industrial Applications and Services
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United States securities and exchange commission logo
April 13, 2023
Dennis Dean
Chief Financial Officer
AirSculpt Technologies, Inc.
1111 Lincoln Road, Suite 802
Miami Beach, FL 33139
Re:AirSculpt Technologies, Inc.
Form 10-K for the fiscal year ended December 31, 2022
Filed March 10, 2023
File No. 001-40973
Dear Dennis Dean:
We have limited our review of your filing to the financial statements and related
disclosures and have the following comments. In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
Form 10-K for the fiscal year ended December 31, 2022
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Non-GAAP Financial Measures, page 49
1.In tabular form, please provide us a detailed list of the actual costs included in pre-
opening de novo and relocation costs for each of the years presented, sorted by center.
For each of the centers, also tell us the date the center was opened, and the ranges of dates
these costs were incurred. Also tell us where the costs are presented in your statements of
operations. In addition, please tell us how you considered Question 100.01 of the Non-
GAAP Financial Measures Compliance & Disclosure Interpretations, as updated
December 13, 2022, in determining it was appropriate to include these costs as part of
your non-GAAP adjustment.
2.We note instances where you make references to normalized amounts and base year-over-
year changes or other metrics on these normalized amounts. Normalized amounts
FirstName LastNameDennis Dean
Comapany NameAirSculpt Technologies, Inc.
April 13, 2023 Page 2
FirstName LastName
Dennis Dean
AirSculpt Technologies, Inc.
April 13, 2023
Page 2
appear to be based on an individually tailored accounting principle as described in
Question 100.04 of the Non-GAAP Financial Measures Compliance & Disclosure
Interpretations. Please tell us how you considered this interpretation in determining your
adjustments to normalize amounts are appropriate.
In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
You may contact Christie Wong at 202-551-3684 or Michael Fay, Senior Staff
Accountant, at 202-551-3812 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services