SEC Comment Letter 0000000000-23-005254 to Airsculpt Technologies, Inc. (AIRS)
Airsculpt Technologies, Inc.
Date: May 17, 2023 · CIK: 0001870940 · Accession: 0000000000-23-005254
AI Filing Summary & Sentiment
File numbers found in text: 001-40973
Letter
United States securities and exchange commission logo May 17, 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 Response dated May 8, 2023 File No. 001-40973 Dear Dennis Dean: We have reviewed your May 8, 2023 response to our comment letter 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. Unless we note otherwise, our references to prior comments are to comments in our April 13, 2023 letter. Form 10-K for the fiscal year ended December 31, 2022 Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations Non-GAAP Financial Measures, page 49 1.We have reviewed your response to prior comment one and it appears that pre-opening de novo costs represent costs incurred as part of the company’s growth strategy and such costs are normal, recurring expenses. Consistent with the guidance in Question 100.01 of the CD&I related to Non-GAAP Financial Measures, updated December 13, 2022, please revise future filings to remove the adjustment for pre-opening de novo costs from your non-GAAP measures. 2.We note you use tax-adjusted amounts to reconcile Adjusted Net Income to Net loss. Please tell us how your presentation is consistent with Question 102.11 of the CD&I
FirstName LastNameDennis Dean Comapany NameAirSculpt Technologies, Inc. May 17, 2023 Page 2 FirstName LastName Dennis Dean AirSculpt Technologies, Inc. May 17, 2023 Page 2 related to Non-GAAP Financial Measures, or revise your presentation to conform to the guidance. 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
May 17, 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
Response dated May 8, 2023
File No. 001-40973
Dear Dennis Dean:
We have reviewed your May 8, 2023 response to our comment letter 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. Unless we note otherwise, our references to prior comments are to comments in our
April 13, 2023 letter.
Form 10-K for the fiscal year ended December 31, 2022
Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
Non-GAAP Financial Measures, page 49
1.We have reviewed your response to prior comment one and it appears that pre-opening de
novo costs represent costs incurred as part of the company’s growth strategy and such
costs are normal, recurring expenses. Consistent with the guidance in Question 100.01 of
the CD&I related to Non-GAAP Financial Measures, updated December 13, 2022, please
revise future filings to remove the adjustment for pre-opening de novo costs from your
non-GAAP measures.
2.We note you use tax-adjusted amounts to reconcile Adjusted Net Income to Net loss.
Please tell us how your presentation is consistent with Question 102.11 of the CD&I
FirstName LastNameDennis Dean
Comapany NameAirSculpt Technologies, Inc.
May 17, 2023 Page 2
FirstName LastName
Dennis Dean
AirSculpt Technologies, Inc.
May 17, 2023
Page 2
related to Non-GAAP Financial Measures, or revise your presentation to conform to the
guidance.
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