SBC 8-K
SBC Medical Group Holdings Inc (SBC)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 2.02 Results of Operations and Financial Condition.
On May 15, 2025, SBC Medical Group Holdings Incorporated, or the Company, issued a press release announcing its results for the quarter ended March 31, 2025. The press release is attached as Exhibit 99.1 and is incorporated herein by reference.
Attached hereto as Exhibit 99.2 and incorporated by reference herein is an investor presentation regarding results for the quarter ended March 31, 2025, or the Investor Presentation. The Investor Presentation will be posted to https://sbc-holdings.com/en/ir/ir-presentation immediately after the filing of this Current Report.
Item 7.01 Regulation FD Disclosure
On May 15, 2025, the Company issued a press release announcing that its Board of Directors has approved the following share repurchase program and will commence repurchasing its own shares as early as May 20, 2025.
Share Repurchase Program
| ● | Maximum aggregate amount: US$5 million | |
| ● | Implementation period: May 20, 2025 – May 20, 2026 | |
| ● | Funding source: Surplus cash and future free cash flow. |
Furthermore, the Company announced in the same press release that it has begun reviewing the acquisition of all shares of Risenet Co., Ltd., or Risenet, which provides management-support services to Rize Clinic and Gorilla Clinic. All Risenet shares are currently held by the Company’s CEO, Yoshiyuki Aikawa. Details—including acquisition price, closing schedule, and impact on consolidated financials of the Company—have not yet been determined. The Company will disclose material information promptly as decisions are made.
The press release is attached as Exhibit 99.3 and is incorporated herein by reference.
The information furnished under Item 2.02, including Exhibit 99.1 and 99.2, and Item 7.01, including Exhibit 99.3, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated by specific reference in any such filing.
Item 9.01 Financial Statement and Exhibits
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press Release, dated May 15, 2025, entitled “SBC Medical Group Holdings Announces First Quarter 2025 Financial Results” | |
| 99.2 | Investor Presentation | |
| 99.3 | SBC Medical Group Holdings Announces Approval of Share Repurchase Program and Commencement of Share Repurchases | |
| 104 | The cover page of this Current Report on Form 8-K, formatted in inline XBRL (included as Exhibit 101). |
SIGNATURE
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.
| SBC Medical Group Holdings Incorporated | ||
| Dated: May 15, 2025 | By: | /s/ Yuya Yoshida |
| Yuya Yoshida | ||
| Chief Financial Officer | ||
Exhibit 99.1
SBC Medical Group Holdings Announces First Quarter 2025 Financial Results
Irvine, Calif., May 15, 2025 (Business Wire) – SBC Medical Group Holdings Incorporated (NASDAQ: SBC, “SBC Medical” or the “Company”), a global owner, operator and provider of management services and products to cosmetic treatment centers, today announced its financial results for the three months ended March 31, 2025.
First Quarter 2025 Highlights
| ● | Total revenues were $47 million, representing a 14% year-over-year decrease. |
| ● | Income from operations was $24 million, representing a 1% year-over-year decrease. |
| ● | Net Income attributable to SBC Medical Group was $22 million, representing a 15% year-over-year increase. |
| ● | Earnings per share, which is defined as net income attributable to the Company divided by the weighted average number of outstanding shares, was $0.21 for the three months ended March 31, 2025, representing a year-over-year increase of 5%. |
| ● | EBITDA1, which is calculated by adding depreciation and amortization expense and impairment loss to income from operations was $25 million, representing a 3% year-over-year decrease. EBITDA margin1 was 52% for the first quarter of 2025, compared to 46% for first quarter of 2024. |
| ● | Return on equity, which is defined as net income attributable to the Company divided by the average of shareholder’s equity as of March 31, 2025, was 41% representing a year-over-year decrease of 10 percentage points. |
| ● | Number of partner clinics was 251 as of March 31, 2025, representing an increase of 36 clinics from March 31, 2024. |
| ● | Number of customers2 in the last twelve months ended March 31, 2025, was 6.1 million, representing a 14% year-over-year increase. |
| ● | Repeat rate for customers3 who visited franchisee’s clinics twice or more was 71%. |
Yoshiyuki Aikawa, Chairman and Chief Executive Officer of SBC Medical, said, “SBC is actively preparing for strategic expansion by enhancing its platform, optimizing its profitability structure, and stabilizing its business through revised pricing strategies and adapting to changing market dynamics. In the first quarter of 2025, we were pleased to see the expansion of Medical Corporations (MCs) gaining traction in our franchising, procurement and rental business segments as global demand for aesthetic medical services continued to rise; meanwhile, revenue decrease in the quarter primarily reflected the discontinuation of our staffing business and divestures of Sky Net Academy (“SNA”) and SBC Kijimadaira Resort (“Kijimadaira”). In the midst of this transition, operating margin improved from 45% in the first quarter 2024, to 51% in the first quarter 2025. Additionally, net income attributable to SBC Medical Group increased 15% year-over year, further demonstrating the strength of our business model transition and execution. As we move ahead, we remain confident in our ability to build a scalable franchise model while accelerating expansion across domestic and international markets, driving long-term value for shareholders and positioning the Company to capitalize on future opportunities.”
1EBITDA and EBITDA Margin are non-GAAP financial measures. For more information on non-GAAP financial measure, please see the section of “Use of Non-GAAP Financial Measures” and the table captioned “Unaudited Reconciliations of GAAP and Non-GAAP Results.”
2 The number of customers takes into account customers of SBC brand clinics, Rize Clinic and Gorilla Clinic, but does not take account customers of AHH Clinics
3 The number of customers takes into account customers of SBC brand clinics, Rize Clinic and Gorilla Clinic, but does not take account customers of AHH Clinics, but excluding free counseling
First Quarter 2025 Financial Results
Total revenues were $47 million, a decrease of 14% year-over-year reflecting the negative impact of the discontinuation of the staffing business and the disposal of subsidiaries partially offset by increased demand for medical materials and equipment from the expansion of Medical Corporations.
Net income for the three months ended March 31, 2025 was $22 million, compared to $19 million in the same period of 2024. The increase was largely attributed to the impact of a special gain associated with the maturity of a life insurance policy.
EBITDA was $25 million, a decrease of 3% year-over-year primarily driven by lower in revenue following the termination of the staffing services business and the deconsolidation of SNA and Kijimadaira.
About SBC Medical
SBC Medical, headquartered in Irvine, California and Tokyo, Japan, owns and provides management services and products to cosmetic treatment centers. The Company is primarily focused on providing comprehensive management services to franchise clinics, including but not limited to advertising and marketing needs across various platforms (such as social media networks), staff management (such as recruitment and training), booking reservations for franchise clinic customers, assistance with franchise employee housing rentals and facility rentals, construction and design of franchise clinics, medical equipment and medical consumables procurement (resale), the provision of cosmetic products to franchise clinics for resale to clinic customers, licensure of the use of patent-pending and non-patented medical technologies, trademark and brand use, IT software solutions (including but not limited to remote medical consultations), management of the franchise clinic’s customer rewards program (customer loyalty point program), and payment tools for the franchise clinics.
For more information, visit https://sbc-holdings.com/
Use of Non-GAAP Financial Measures
The Company uses non-GAAP measures, such as EBITDA, in evaluating its operating results and for financial and operational decision-making purposes. The Company believes that the non-GAAP financial measures help identify underlying trends in its business. The Company believes that the non-GAAP financial measures provide useful information about the Company’s results of operations, enhance the overall understanding of the Company’s past performance and future prospects and allow for greater visibility with respect to key metrics used by the Company’s management in its financial and operational decision-making.
The non-GAAP financial measures are not defined under U.S. GAAP and are not presented in accordance with U.S. GAAP. The non-GAAP financial measures have limitations as analytical tools, and when assessing the Company’s operating performance, cash flows or liquidity, investors should not consider them in isolation, or as a substitute for net loss, cash flows provided by operating activities or other consolidated statements of operations and cash flows data prepared in accordance with U.S. GAAP.
The Company mitigates these limitations by reconciling the non-GAAP financial measures to the most comparable U.S. GAAP performance measures, all of which should be considered when evaluating the Company’s performance.
For more information on the non-GAAP financial measures, please see the table captioned “Unaudited Reconciliations of GAAP and Non-GAAP Results.”
Forward Looking Statements
This press release contains forward-looking statements. Forward-looking statements are not historical facts or statements of current conditions, but instead represent only the Company’s beliefs regarding future events and performance, many of which, by their nature, are inherently uncertain and outside of the Company’s control. These forward-looking statements reflect the Company’s current views with respect to, among other things, the Company’s financial performance; growth in revenue and earnings; business prospects and opportunities; and capital deployment plans and liquidity. In some cases, forward-looking statements can be identified by the use of words such as “may,” “should,” “expects,” “anticipates,” “contemplates,” “estimates,” “believes,” “plans,” “projected,” “predicts,” “potential,” or “hopes” or the negative of these or similar terms. The Company cautions readers not to place undue reliance upon any forward-looking statements, which are current only as of the date of this release and are subject to various risks, uncertainties, assumptions, or changes in circumstances that are difficult to predict or quantify. The forward-looking statements are based on management’s current expectations and are not guarantees of future performance. The Company does not undertake or accept any obligation to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions, or circumstances on which any such statement is based, except as required by law. Factors that may cause actual results to differ materially from current expectations may emerge from time to time, and it is not possible for the Company to predict all of them; such factors include, among other things, changes in global, regional, or local economic, business, competitive, market and regulatory conditions, and those listed under the heading “Risk Factors” and elsewhere in the Company’s filings with the U.S. Securities and Exchange Commission (the “SEC”), which are accessible on the SEC’s website at www.sec.gov.
SBC MEDICAL GROUP HOLDINGS INCORPORATED
UNAUDITED CONSOLIDATED BALANCE SHEETS
March 31, 2025 | December 31, 2024 | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | 132,055,823 | $ | 125,044,092 | ||||
| Accounts receivable | 1,633,456 | 1,413,433 | ||||||
| Accounts receivable – related parties | 30,557,912 | 28,846,680 | ||||||
| Inventories | 1,694,765 | 1,494,891 | ||||||
| Finance lease receivables, current – related parties | 7,281,088 | 5,992,585 | ||||||
| Customer loans receivable, current | 8,903,724 | 10,382,537 | ||||||
| Prepaid expenses and other current assets | 32,970,169 | 11,276,802 | ||||||
| Total current assets | 215,096,937 | 184,451,020 | ||||||
| Non-current assets: | ||||||||
| Property and equipment, net | 8,523,351 | 8,771,902 | ||||||
| Intangible assets, net | 1,543,779 | 1,590,052 | ||||||
| Long-term investments, net | 3,703,699 | 3,049,972 | ||||||
| Goodwill, net | 4,780,616 | 4,613,784 | ||||||
| Finance lease receivables, non-current – related parties | 10,648,402 | 8,397,582 | ||||||
| Operating lease right-of-use assets | 5,152,104 | 5,267,056 | ||||||
| Finance lease right-of-use assets | 522,055 | — | ||||||
| Deferred tax assets | 2,513,653 | 9,798,071 | ||||||
| Customer loans receivable, non-current | 4,525,883 | 5,023,551 | ||||||
| Long-term prepayments | 1,922,709 | 1,745,801 | ||||||
| Long-term investments in MCs – related parties | 18,691,785 | 17,820,910 | ||||||
| Other assets | 6,980,816 | 15,553,453 | ||||||
| Total non-current assets | 69,508,852 | 81,632,134 | ||||||
| Total assets | $ | 284,605,789 | $ | 266,083,154 | ||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | 17,854,422 | $ | 13,875,179 | ||||
| Accounts payable – related parties | 1,141,762 | 659,044 | ||||||
| Current portion of long-term loans | 66,950 | 96,824 | ||||||
| Notes and other payables, current – related parties | 1,422,976 | 26,255 | ||||||
| Advances from customers | 525,497 | 820,898 | ||||||
| Advances from customers – related parties | 10,155,134 | 11,739,533 | ||||||
| Income tax payable | 1,624,002 | 18,705,851 | ||||||
| Operating lease liabilities, current | 4,131,154 | 4,341,522 | ||||||
| Finance lease liabilities, current | 157,532 | — | ||||||
| Accrued liabilities and other current liabilities | 8,564,250 | 8,103,194 | ||||||
| Due to related party | 2,822,537 | 2,823,590 | ||||||
| Total current liabilities | 48,466,216 | 61,191,890 | ||||||
SBC MEDICAL GROUP HOLDINGS INCORPORATED
UNAUDITED CONSOLIDATED BALANCE SHEETS — (Continued)
March 31, 2025 | December 31, 2024 | |||||||
| Non-current liabilities: | ||||||||
| Long-term loans | 6,798,045 | 6,502,682 | ||||||
| Notes and other payables, non-current – related parties | 12,413 | 5,334 | ||||||
| Deferred tax liabilities | 346,432 | 926,023 | ||||||
| Operating lease liabilities, non-current | 1,312,819 | 1,241,526 | ||||||
| Finance lease liabilities, non-current | 195,572 | — | ||||||
| Other liabilities | 1,151,857 | 1,193,541 | ||||||
| Total non-current liabilities | 9,817,138 | 9,869,106 | ||||||
| Total liabilities | 58,283,354 | 71,060,996 | ||||||
| Stockholders’ equity: | ||||||||
| Preferred stock ($0.0001 par value, 20,000,000 shares authorized; no shares issued and outstanding as of March 31, 2025 and December 31, 2024) | — | — | ||||||
| Common stock ($0.0001 par value, 400,000,000 shares authorized, 103,881,251 and 103,020,816 shares issued, 103,611,251 and 102,750,816 shares outstanding as of March 31, 2025 and December 31, 2024, respectively) | 10,388 | 10,302 | ||||||
| Additional paid-in capital | 62,513,837 | 62,513,923 | ||||||
| Treasury stock (at cost, 270,000 shares as of March 31, 2025 and December 31, 2024) | (2,700,000 | ) | (2,700,000 | ) | ||||
| Retained earnings | 210,965,453 | 189,463,007 | ||||||
| Accumulated other comprehensive loss | (44,343,412 | ) | (54,178,075 | ) | ||||
| Total SBC Medical Group Holdings Incorporated stockholders’ equity | 226,446,266 | 195,109,157 | ||||||
| Non-controlling interests | (123,831 | ) | (86,999 | ) | ||||
| Total stockholders’ equity | 226,322,435 | 195,022,158 | ||||||
| Total liabilities and stockholders’ equity | $ | 284,605,789 | $ | 266,083,154 | ||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
SBC MEDICAL GROUP HOLDINGS INCORPORATED
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS AND
COMPREHENSIVE INCOME
| For the Three Months Ended March 31, | ||||||||
| 2025 | 2024 | |||||||
| Revenues, net – related parties | $ | 45,257,145 | $ | 50,470,207 | ||||
| Revenues, net | 2,071,556 | 4,337,835 | ||||||
| Total revenues, net | 47,328,701 | 54,808,042 | ||||||
| Cost of revenues (including cost of revenues from related parties of $3,456,928 and $1,797,359 for the three months ended March 31, 2025 and 2024, respectively) | 9,595,617 | 15,288,667 | ||||||
| Gross profit | 37,733,084 | 39,519,375 | ||||||
| Operating expenses: | ||||||||
| Selling, general and administrative expenses | 13,531,010 | 15,058,490 | ||||||
| Total operating expenses | 13,531,010 | 15,058,490 | ||||||
| Income from operations | 24,202,074 | 24,460,885 | ||||||
| Other income (expenses): | ||||||||
| Interest income | 55,333 | 17,689 | ||||||
| Interest expense | (6,207 | ) | (3,008 | ) | ||||
| Other income | 151,328 | 349,681 | ||||||
| Other expenses | (1,697,259 | ) | (1,436,656 | ) | ||||
| Gain on redemption of life insurance policies | 8,746,138 | — | ||||||
| Gain on disposal of subsidiary | — | 3,813,609 | ||||||
| Total other income | 7,249,333 | 2,741,315 | ||||||
| Income before income taxes | 31,451,407 | 27,202,200 | ||||||
| Income tax expense | 9,959,457 | 8,451,984 | ||||||
| Net income | 21,491,950 | 18,750,216 | ||||||
| Less: net loss attributable to non-controlling interests | (10,496 | ) | (7,536 | ) | ||||
| Net income attributable to SBC Medical Group Holdings Incorporated | $ | 21,502,446 | $ | 18,757,752 | ||||
| Other comprehensive income (loss): | ||||||||
| Foreign currency translation adjustment | $ | 9,808,327 | $ | (10,193,852 | ) | |||
| Total comprehensive income | 31,300,277 | 8,556,364 | ||||||
| Less: comprehensive loss attributable to non-controlling interests | (36,832 | ) | (92,000 | ) | ||||
| Comprehensive income attributable to SBC Medical Group Holdings Incorporated | $ | 31,337,109 | $ | 8,648,364 | ||||
| Net income per share attributable to SBC Medical Group Holdings Incorporated* | ||||||||
| Basic and diluted | $ | 0.21 | $ | 0.20 | ||||
| Weighted average shares outstanding* | ||||||||
| Basic and diluted | 103,276,637 | 94,192,433 | ||||||
| * | Retrospectively restated for effect of reverse recapitalization on September 17, 2024. |
The accompanying notes are an integral part of these unaudited consolidated financial statements.
SBC MEDICAL GROUP HOLDINGS INCORPORATED
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Three Months Ended March 31, | ||||||||
| 2025 | 2024 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
| Net income | $ | 21,491,950 | $ | 18,750,216 | ||||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||
| Depreciation and amortization expense | 628,304 | 1,018,477 | ||||||
| Non-cash lease expense | 985,184 | 1,052,123 | ||||||
| Provision for credit losses | 25,102 | 152,579 | ||||||
| Fair value change of long-term investments | 140,581 | 938,511 | ||||||
| Gain on disposal of subsidiary | — | (3,813,609 | ) | |||||
| Gain on redemption of life insurance policies | (8,746,138 | ) | — | |||||
| Gain on disposal of property and equipment | (12,375 | ) | — | |||||
| Deferred income taxes | 7,016,227 | (360,582 | ) | |||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | (147,925 | ) | (383,254 | ) | ||||
| Accounts receivable – related parties | (295,505 | ) | 4,775,935 | |||||
| Inventories | (124,279 | ) | (34,802 | ) | ||||
| Finance lease receivables – related parties | (2,779,253 | ) | (814,608 | ) | ||||
| Customer loans receivable | 4,501,760 | 2,858,633 | ||||||
| Prepaid expenses and other current assets | (3,150,243 | ) | 610,059 | |||||
| Long-term prepayments | 98,164 | 138,212 | ||||||
| Other assets | 318,351 | (328,818 | ) | |||||
| Accounts payable | 3,235,017 | (8,937,435 | ) | |||||
| Accounts payable – related parties | 441,481 | — | ||||||
| Notes and other payables – related parties | (548,077 | ) | (1,104,968 | ) | ||||
| Advances from customers | (328,791 | ) | (1,451,008 | ) | ||||
| Advances from customers – related parties | (2,114,829 | ) | (161,936 | ) | ||||
| Income tax payable | (17,635,239 | ) | (6,552,783 | ) | ||||
| Operating lease liabilities | (1,036,605 | ) | (1,067,196 | ) | ||||
| Accrued liabilities and other current liabilities | 63,764 | (1,604,603 | ) | |||||
| Other liabilities | (98,005 | ) | 3,032 | |||||
| NET CASH PROVIDED BY OPERATING ACTIVITIES | 1,928,621 | 3,682,175 | ||||||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||
| Purchase of property and equipment | (253,725 | ) | (702,281 | ) | ||||
| Purchase of convertible note | — | (1,700,000 | ) | |||||
| Prepayments for property and equipment | (501,253 | ) | — | |||||
| Advances to related parties | — | (367,579 | ) | |||||
| Purchase of long-term investments | (635,145 | ) | — | |||||
| Long-term loans to others | (12,783 | ) | (44,865 | ) | ||||
| Repayments from related parties | 70,000 | 215,000 | ||||||
| Repayments from others | 30,680 | 21,422 | ||||||
| Disposal of subsidiary, net of cash disposed of | — | (815,819 | ) | |||||
| Proceeds from disposal of property and equipment | 323,419 | — | ||||||
| NET CASH USED IN INVESTING ACTIVITIES | (978,807 | ) | (3,394,122 | ) | ||||
SBC MEDICAL GROUP HOLDINGS INCORPORATED
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS — (Continued)
| For the Three Months Ended March 31, | ||||||||
| 2025 | 2024 | |||||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
| Borrowings from related parties | 15,000 | — | ||||||
| Repayments of long-term loans | (55,873 | ) | (30,354 | ) | ||||
| Repayments of finance lease liabilities | (223,454 | ) | — | |||||
| Repayments to related parties | (16,053 | ) | (9,873 | ) | ||||
| NET CASH USED IN FINANCING ACTIVITIES | (280,380 | ) | (40,227 | ) | ||||
| Effect of exchange rate changes | 6,342,297 | (7,089,208 | ) | |||||
| NET CHANGE IN CASH AND CASH EQUIVALENTS | 7,011,731 | (6,841,382 | ) | |||||
| CASH AND CASH EQUIVALENTS AS OF THE BEGINNING OF THE PERIOD | 125,044,092 | 103,022,932 | ||||||
| CASH AND CASH EQUIVALENTS AS OF THE END OF THE PERIOD | $ | 132,055,823 | $ | 96,181,550 | ||||
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||||||||
| Cash paid for interest expense | $ | 6,207 | $ | 3,008 | ||||
| Cash paid for income taxes | $ | 20,577,290 | $ | 16,172,526 | ||||
| NON-CASH INVESTING AND FINANCING ACTIVITIES | ||||||||
| Property and equipment transferred from long-term prepayments | $ | 125,287 | $ | — | ||||
| Operating lease right-of-use assets obtained in exchange for operating lease liabilities | $ | 102,599 | $ | — | ||||
| Finance lease right-of-use assets obtained in exchange for finance lease liabilities | $ | 581,129 | $ | — | ||||
| Remeasurement of operating lease liabilities and right-of-use assets due to lease modifications | $ | 358,358 | $ | 1,078,611 | ||||
| Payables to related parties in connection with loan services provided | $ | 1,922,224 | $ | 10,951,451 | ||||
| Issuance of common stock as incentive shares | $ | 86 | $ | — | ||||
| Redemption proceeds receivable on life insurance policies | $ | 17,735,717 | $ | — | ||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
SBC MEDICAL GROUP HOLDINGS INCORPORATED
Unaudited Reconciliations of GAAP and Non-GAAP Results
| For the Three Months Ended March 31, | ||||||||
| 2025 | 2024 | |||||||
| Total revenues, net | $ | 47,328,701 | $ | 54,808,042 | ||||
| Income from operations | 24,202,074 | 24,460,885 | ||||||
| Depreciation and amortization expense | 628,304 | 1,018,477 | ||||||
| EBITDA | 24,830,378 | 25,479,362 | ||||||
| EBITDA margin | 52 | % | 46 | % | ||||
Contact:
In
Asia:
SBC Medical Group Holdings Incorporated
Hikaru Fukui / Head of Investor Relations
E-mail: [email protected]
In
the US:
ICR LLC
Bill Zima / Managing Partner
Email: [email protected]
Exhibit 99.2
Exhibit 99.3
SBC Medical Group Holdings Announces Approval of Share Repurchase Program and Commencement of Share Repurchases
Irvine, Calif. – May 15, 2025 – SBC Medical Group Holdings (Nasdaq: SBC, “the Company”) today announces that its Board of Directors has approved the following share repurchase program and will commence repurchasing its own shares as early as May 20, 2025.
Share Repurchase Program
| ● | Maximum aggregate amount: US $5 million |
| ● | Implementation period: May 20, 2025 – May 20, 2026 |
| ● | Funding source: Surplus cash and future free cash flow |
The Company believes its current share price undervalues its business performance, the growth potential of the aesthetic-medical market, and its position as an industry leader. Based on this view, it has decided to purchase shares on the open market at prevailing market prices (including through Rule 10b5-1 plans) and the Company will continue to explore additional measures to enhance liquidity of its shares. The Company expects to issue shares as future stock-based compensation in proportion to the number of repurchased shares.
To maximize shareholder value, the Company will pursue a balanced approach between growth investment and shareholder returns. In addition to the repurchase program, it will continue to consider dividend distributions with the goal of improving its total shareholder return.
To allocate funds to this repurchase, the Company has decided to defer further purchases under the Bitcoin purchase plan (targeting JPY 1 billion) announced on February 12, 2025.
Furthermore, to maximize group synergies, the Company has begun reviewing the acquisition of all shares of Risenet Co., Ltd.(“Risenet”) which provides management-support services to Rize Clinic and Gorilla Clinic. All Risenet shares are currently held by the Company’s CEO, Yoshiyuki Aikawa. Details—including acquisition price, closing schedule, and impact on consolidated financials of the Company—have not yet been determined. The Company will disclose material information promptly as decisions are made.
About SBC Medical
SBC Medical, headquartered in Irvine, California and Tokyo, Japan, owns and provides management services and products to cosmetic treatment centers. The Company is primarily focused on providing comprehensive management services to franchise clinics, including but not limited to advertising and marketing needs across various platforms (such as social media networks), staff management (such as recruitment and training), booking reservations for franchise clinic customers, assistance with franchise employee housing rentals and facility rentals, construction and design of franchise clinics, medical equipment and medical consumables procurement (resale), the provision of cosmetic products to franchise clinics for resale to clinic customers, licensure of the use of patent-pending and non-patented medical technologies, trademark and brand use, IT software solutions (including but not limited to remote medical consultations), management of the franchise clinic’s customer rewards program (customer loyalty point program), and payment tools for the franchise clinics.
For more information, visit https://sbc-holdings.com/
Forward Looking Statements
This press release contains forward-looking statements. Forward-looking statements are not historical facts or statements of current conditions, but instead represent only the Company’s beliefs regarding future events and performance, many of which, by their nature, are inherently uncertain and outside of the Company’s control. These forward-looking statements reflect the Company’s current views with respect to, among other things, the Company’s financial performance; growth in revenue and earnings; business prospects and opportunities; and capital deployment plans and liquidity. In some cases, forward-looking statements can be identified by the use of words such as “may,” “should,” “expects,” “anticipates,” “contemplates,” “estimates,” “believes,” “plans,” “projected,” “predicts,” “potential,” or “hopes” or the negative of these or similar terms. The Company cautions readers not to place undue reliance upon any forward-looking statements, which are current only as of the date of this release and are subject to various risks, uncertainties, assumptions, or changes in circumstances that are difficult to predict or quantify. The forward-looking statements are based on management’s current expectations and are not guarantees of future performance. The Company does not undertake or accept any obligation to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions, or circumstances on which any such statement is based, except as required by law. Factors that may cause actual results to differ materially from current expectations may emerge from time to time, and it is not possible for the Company to predict all of them; such factors include, among other things, changes in global, regional, or local economic, business, competitive, market and regulatory conditions, and those listed under the heading “Risk Factors” and elsewhere in the Company’s filings with the U.S. Securities and Exchange Commission (the “SEC”), which are accessible on the SEC’s website at www.sec.gov.
Contact:
In Asia:
SBC Medical Group Holdings Incorporated
Hikaru Fukui / Head of Investor Relations
E-mail: [email protected]
In
the US:
ICR LLC
Bill Zima / Managing Partner
Email: [email protected]