STOCKHOLDERS' EQUITY AND EQUITY-BASED COMPENSATION

9 Months Ended

Sep. 30, 2022

Share-based Payment Arrangement [Abstract]

STOCKHOLDERS' EQUITY AND EQUITY-BASED COMPENSATION

NOTE 6 – STOCKHOLDERS' EQUITY AND EQUITY-BASED COMPENSATION

Subsequent to the IPO and Reorganization, AirSculpt established the 2021 Equity Incentive Plan. During the nine months ended September 30, 2022, the Company granted 285,423 restricted stock units to executive officers and employees and 73,708 restricted stock units to directors. These RSUs are not considered outstanding until vested. Certain restricted stock units are subject to time-based vesting conditions while other restricted stock units are subject to performance-based vesting conditions. Of the total restricted stock units granted 103,936 had market-based performance vesting conditions. The market vesting criteria is based on the Company’s actual performance and/or market condition results as compared to the targets. 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 time-based vesting units fair values were determined based on the closing price of the Company’s common stock on the trading date immediately prior to the grant date. The fair values of restricted stock units with a market-based vesting condition were estimated using a Monte Carlo simulation model.

The Company recorded equity-based compensation expense of $7.4 million and $0.1 million for the three months ended September 30, 2022 and 2021, respectively, and $22.0 million and $0.3 million for the nine months ended September 30, 2022 and 2021, respectively, in selling, general and administrative expenses on the condensed consolidated statements of operations. Forfeitures are recognized as incurred.

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 shareholders of record at the close of business on August 26, 2022. Cash dividends paid totaled $22.8 million for the three and nine months ended September 30, 2022. The Company's unvested stock units participate in dividends and as such, the Company accrued $2.1 million in dividends payable, of which $0.5 million is current.

The Company recognized distributions to the Parent of approximately $0.2 million and $2.8 million for the three months ended September 30, 2022 and 2021, respectively, and approximately $1.2 million and $66.6 million for the nine months ended September 30, 2022 and 2021, respectively.