8-K
SBC Medical Group Holdings Inc (SBC)
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 13, 2025
SBCMedical Group Holdings Incorporated
(Exact name of registrant as specified in its charter)
| Delaware | 001-41462 | 88-1192288 |
|---|---|---|
| (State<br> or other jurisdiction<br><br> <br>of<br> incorporation) | (Commission<br><br> <br>File<br> Number) | (IRS<br> Employer<br><br> <br>Identification<br> No.) |
| 200 Spectrum Center Dr. STE 300<br><br> <br>Irvine, CA | 92618 | |
| --- | --- | |
| (Address<br> of principal executive offices) | (Zip<br> Code) |
949-593-0250
(Registrant’s telephone number, including area code)
NotApplicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title<br> of each class | Trading<br> Symbol(s) | Name<br> of each exchange on which registered |
|---|---|---|
| Common<br> Stock, $0.0001 par value per share | SBC | The<br> Nasdaq Stock Market LLC |
| Redeemable<br> Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share | SBCWW | The<br> Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item2.02. Results of Operations and Financial Condition.
On August 13, 2025, SBC Medical Group Holdings Incorporated (the “Company”), issued a press release announcing its results for the quarter ended June 30, 2025. The press release is attached as Exhibit 99.1 and is incorporated herein by reference.
Additionally, on August 13, 2025, the Company posted an investor presentation to its website (https://sbc-holdings.com/en/ir/ir-presentation ), regarding results for the quarter ended June 30, 2025 which presentation is attached hereto as Exhibit 99.2 and incorporated by reference herein.
The information furnished under Item 2.02, including Exhibit 99.1 and 99.2, 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.
Item9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release, dated August 13, 2025, entitled “SBC Medical Group Holdings Announces Second Quarter 2025 Financial Results” |
| 99.2 | Investor Presentation |
| 101 | Pursuant<br> to Rule 406 of Regulation S-T, the cover page to this Current Report on Form 8-K is formatted<br> in Inline XBRL. |
| 104 | Cover Page Interactive Data File (Embedded within the Inline XBRL document<br>and included in 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:<br> August 13, 2025 | By: | /s/ Yuya Yoshida |
| Yuya<br> Yoshida | ||
| Chief<br> Financial Officer |
Exhibit99.1
SBCMedical Group Holdings Announces Second Quarter 2025 Financial Results
IRVINE, Calif. — Aug 13, 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 second quarter of fiscal year 2025 (three months ended June 30, 2025) and for the first half of fiscal year 2025 (six months ended June 30, 2025).
Second Quarter 2025 Highlights
| ● | Total revenues were $43 million, representing an 18% year-over-year decrease. |
|---|---|
| ● | Income from operations was $15 million, representing a 47% year-over-year decrease. |
| ● | Net Income attributable to SBC Medical Group was $2.5 million, representing an 87% year-over-year<br> decrease. |
| ● | Earnings per share, which is defined as net income attributable to the Company divided by the<br> weighted average number of outstanding shares, was $0.02 for the three months ended June<br> 30, 2025, compared to $0.20 in the same period of 2024. |
| ● | EBITDA^1^,<br> which is calculated by adding depreciation and amortization expense and impairment loss to<br> income from operations was $15 million, representing a 46% year-over-year decrease. EBITDA<br> margin^1^ was 35% for the second quarter of 2025, compared to 53% for second quarter<br> of 2024. |
| ● | Return on equity, which is defined as net income attributable to the Company divided by the<br> average of shareholder’s equity as of June 30, 2025, was 4% representing a year-over-year<br> decrease of 44 percentage points. |
| ● | Number of Franchise Locations^2^ was 259 as of June 30, 2025, representing an<br> increase of 36 locations from June 30, 2024. |
| ● | Number of customers^3^ in the last twelve months ended June 30, 2025, was 6.31<br> million, representing a 14% year-over-year increase. |
| ● | Repeat rate for customers^4^ who visited franchisee’s clinics twice or<br> more was 72%. |
^1^ EBITDA and EBITDA Margin are non-GAAP financial measures. For more information on non-GAAP financial measures, please see the section “Use of Non-GAAP Financial Measures” and the table captioned “Unaudited Reconciliations of GAAP and Non-GAAP Results.”
^2^ The figures take into accounts of the franchising of SBC brand clinics, Rize Clinic, Gorilla Clinic, AHH, JUN CLINIC
^3^ The number of customers takes into account customers of SBC brand clinics, Rize Clinic and Gorilla Clinic, AHH Clinic but does not take account of customers of JUN CLINIC, but excluding free counseling. The applicable periods are from July1, 2024, to June 30, 2025
^4^ The figures include franchising of SBC brand clinics, Rize Clinic, and Gorilla Clinic, but does not take account of customers of AHH clinics and JUN CLINIC excluding free counseling. The percentage of customers who visited our franchisee’s clinics twice ormore.
First Half 2025 Highlights
| ● | Total revenues were $91 million, representing a 16% year-over-year decrease. |
|---|---|
| ● | Income from operations was $39 million, representing a 25% year-over-year decrease. |
| ● | Net Income attributable to SBC Medical Group was $24 million, representing a 36% year-over-year<br> decrease. |
| ● | Earnings per share, which is defined as net income attributable to the Company divided by the<br> weighted average number of outstanding shares, was $0.23 for the six months ended June 30,<br> 2025, compared to $0.40 in the same period of 2024. |
| ● | EBITDA^1^,<br> which is calculated by adding depreciation and amortization expense and impairment loss to<br> income from operations was $40 million, representing a 25% year-over-year decrease. EBITDA<br> margin^1^ was 44% for the first half of 2025, compared to 50% for first half of<br> 2024. |
Yoshiyuki Aikawa, Chairman and Chief Executive Officer of SBC Medical, said, “ As anticipated and signaled in our prior guidance, Q2 2025 reflected strategic shifts aimed to position SBC Medical for long-term competitiveness and scalability. Total revenue declined 18% year-over-year to $43 million, primarily due to the completed discontinuation of our staffing business, targeted divestitures to streamline our operations, and revision of fee structure. We are executing our strategic plan with precision, as evidenced by our network of 259 Franchise Locations as of June 30, 2025 and 6.31 million visits over the last twelve months, demonstrating a scale that is unmatched in Japan. Our high repeat rate underscores the strength of our Shonan Beauty Clinic brand. Japan’s consumer discretionary market faces challenges, including restrained growth due to trade restrictions and cautious consumer spending. Despite these headwinds, we are successfully advancing key initiatives, including the acquisition of MB career lounge to enhance our management support services and the joining of JUN CLINIC to our network, which boasts a high average spend per customer. Looking ahead, we remain confident in our strategic roadmap, focused on optimizing our franchise model, capturing growth opportunities, transitioning to higher-margin models, and delivering lasting value to our shareholders.”
SecondQuarter 2025 Financial Results
Total revenues were $43 million, a decrease of 18% year-over-year, primarily due to a revised fee structure for franchising services implemented starting from April 2025, the discontinuation of staffing services business, and divestiture of SNA and Kijimadaira, partially offset by growth in procurement, rental services, and other revenue streams.
Net income attributable to SBC Medical Group for the three months ended June 30, 2025 was $2.5 million, compared to $18.5 million in the same period of 2024. The decrease was largely attributed to unfavorable changes in other income and expenses, primarily due to higher foreign exchange losses.
EBITDA^1^ was $15 million, a decrease of 46% year-over-year, primarily due to lower revenue following the termination of the staffing services business, the deconsolidation of SNA and Kijimadaira, and revision of fee structure.
ConferenceCall
The Company will hold a conference call on Wednesday, August 13, 2025 at 8:30 am Eastern Time (or Wednesday, August 13, 2025 at 9:30 pm Japan Time) to discuss the financial results and take questions live.
Please register in advance of the conference using the link provided below.
https://edge.media-server.com/mmc/p/ukc9sp9j/lan/en/
It will automatically direct you to the registration page of “SBC Q2 2025 Financial Results Presentation.”. Please follow the steps to enter your registration details, then click “Submit.”. Upon registration, you will be able to access the dedicated Conference Call viewing site. In addition to viewing the conference call, this site provides access to information about the speakers as well as past investor relations materials.
Starting 10 minutes before the conference call begins, you will be able to view the earnings presentation materials on the site. The materials will also be available for download.
A replay of the conference call will be accessible until August 13, 2026.
Additionally, the earnings release, accompanying slides, and an archived webcast of this conference call will be available at the Company’s Investor Relations website at https://ir.sbc-holdings.com/
AboutSBC 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/
Useof Non-GAAP Financial Measures
The Company uses non-GAAP measures, such as EBITDA and EBITDA margin, 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.”
ForwardLooking 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.
SBCMEDICAL GROUP HOLDINGS INCORPORATED
UNAUDITEDCONSOLIDATED BALANCE SHEETS
| June 30,<br> <br>2025 | December 31,<br> <br>2024 | |||
|---|---|---|---|---|
| ASSETS | ||||
| Current assets: | ||||
| Cash and cash equivalents | $ | 152,740,882 | $ | 125,044,092 |
| Accounts receivable | 2,350,368 | 1,413,433 | ||
| Accounts receivable – related parties | 48,920,843 | 28,846,680 | ||
| Accounts receivable | 48,920,843 | 28,846,680 | ||
| Inventories | 1,705,237 | 1,494,891 | ||
| Finance lease receivables, current – related parties | 9,128,931 | 5,992,585 | ||
| Customer loans receivable, current | 10,552,623 | 10,382,537 | ||
| Prepaid expenses and other current assets | 14,051,746 | 11,276,802 | ||
| Other receivables – related parties | 1,891,408 | — | ||
| Total current assets | 241,342,038 | 184,451,020 | ||
| Non-current assets: | ||||
| Property and equipment, net | 8,058,016 | 8,771,902 | ||
| Intangible assets, net | 1,584,543 | 1,590,052 | ||
| Long-term investments, net | 3,593,087 | 3,049,972 | ||
| Goodwill, net | 5,011,511 | 4,613,784 | ||
| Cryptocurrencies | 535,882 | — | ||
| Finance lease receivables, non-current – related parties | 13,197,979 | 8,397,582 | ||
| Operating lease right-of-use assets | 4,583,393 | 5,267,056 | ||
| Finance lease right-of-use assets | 516,932 | — | ||
| Deferred tax assets | 2,343,302 | 9,798,071 | ||
| Customer loans receivable, non-current | 5,934,636 | 5,023,551 | ||
| Long-term prepayments | 1,755,292 | 1,745,801 | ||
| Long-term investments in MCs – related parties | 19,381,422 | 17,820,910 | ||
| Long-term investments | 19,381,422 | 17,820,910 | ||
| Other assets | 7,461,224 | 15,553,453 | ||
| Total non-current assets | 73,957,219 | 81,632,134 | ||
| Total assets | $ | 315,299,257 | $ | 266,083,154 |
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||
| Current liabilities: | ||||
| Accounts payable | $ | 16,290,206 | $ | 13,875,179 |
| Accounts payable – related parties | 3,245,989 | 659,044 | ||
| Accounts payable | 3,245,989 | 659,044 | ||
| Current portion of long-term loans | 69,420 | 96,824 | ||
| Notes and other payables, current – related parties | 3,272,048 | 26,255 | ||
| Advances from customers | 512,123 | 820,898 | ||
| Advances from customers – related parties | 10,333,007 | 11,739,533 | ||
| Advances from customers | 10,333,007 | 11,739,533 | ||
| Income tax payable | 14,133,163 | 18,705,851 | ||
| Operating lease liabilities, current | 3,623,871 | 4,341,522 | ||
| Finance lease liabilities, current | 161,340 | — | ||
| Accrued liabilities and other current liabilities | 6,229,797 | 8,103,194 | ||
| Due to related party | 2,810,647 | 2,823,590 | ||
| Total current liabilities | 60,681,611 | 61,191,890 |
SBCMEDICAL GROUP HOLDINGS INCORPORATED
UNAUDITEDCONSOLIDATED BALANCE SHEETS — (Continued)
| December 31,<br> <br>2024 | |||||
|---|---|---|---|---|---|
| Non-current liabilities: | |||||
| Long-term loans | 7,031,506 | 6,502,682 | |||
| Notes and other payables, non-current – related parties | — | 5,334 | |||
| Deferred tax liabilities | 353,517 | 926,023 | |||
| Operating lease liabilities, non-current | 1,208,516 | 1,241,526 | |||
| Finance lease liabilities, non-current | 164,721 | — | |||
| Other liabilities | 1,206,815 | 1,193,541 | |||
| Total non-current liabilities | 9,965,075 | 9,869,106 | |||
| Total liabilities | 70,646,686 | 71,060,996 | |||
| Stockholders’ equity: | |||||
| Preferred stock (0.0001 par value, 20,000,000 shares authorized; no shares issued and outstanding as of June 30, 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, 103,098,442 and 102,750,816 shares outstanding as of June 30, 2025 and December 31, 2024, respectively) | 10,388 | 10,302 | |||
| Additional paid-in capital | 72,196,114 | 62,513,923 | |||
| Treasury stock (at cost, 782,809<br> and 270,000 shares as of June 30, 2025 and December 31, 2024, respectively) | (5,115,262 | ) | (2,700,000 | ) | |
| Retained earnings | 213,423,693 | 189,463,007 | |||
| Accumulated other comprehensive loss | (35,922,942 | ) | (54,178,075 | ) | |
| Total SBC Medical Group Holdings Incorporated stockholders’ equity | 244,591,991 | 195,109,157 | |||
| Non-controlling interests | 60,580 | (86,999 | ) | ||
| Total stockholders’ equity | 244,652,571 | 195,022,158 | |||
| Total liabilities and stockholders’ equity | 315,299,257 | $ | 266,083,154 |
All values are in US Dollars.
The accompanying notes are an integral part of these unaudited consolidated financial statements.
SBCMEDICAL GROUP HOLDINGS INCORPORATED
UNAUDITEDCONSOLIDATED STATEMENTS OF OPERATIONS AND
COMPREHENSIVEINCOME
| 2024 | 2025 | 2024 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Forthe Six Months Ended June 30, | |||||||||||
| 2024 | 2025 | 2024 | |||||||||
| Revenues, net – related parties | 38,944,898 | $ | 51,039,038 | $ | 84,202,043 | $ | 101,509,245 | ||||
| Revenues, net | 4,413,949 | 2,063,042 | 6,485,505 | 6,400,877 | |||||||
| Total revenues, net | 43,358,847 | 53,102,080 | 90,687,548 | 107,910,122 | |||||||
| Cost of revenues (including cost of revenues from related<br> parties of 4,669,602<br> and 3,616,103<br> for the three months ended June 30, 2025 and 2024, and 8,126,530<br> and 5,413,462<br> for the six months ended June 30, 2025 and 2024, respectively) | 13,348,270 | 13,682,405 | 22,943,887 | 28,971,072 | |||||||
| Gross profit | 30,010,577 | 39,419,675 | 67,743,661 | 78,939,050 | |||||||
| Operating expenses: | |||||||||||
| Selling, general and administrative expenses (including<br> selling, general and administrative expenses from related parties of 415,767<br> and nil<br> for the three months ended June 30, 2025 and 2024, and 415,767<br> and nil<br> for the six months ended June 30, 2025 and 2024, respectively) | 15,456,385 | 12,129,115 | 28,987,395 | 27,187,605 | |||||||
| Total operating expenses | 15,456,385 | 12,129,115 | 28,987,395 | 27,187,605 | |||||||
| Income from operations | 14,554,192 | 27,290,560 | 38,756,266 | 51,751,445 | |||||||
| Other income (expenses): | |||||||||||
| Interest income | 22,882 | 11,644 | 78,215 | 29,333 | |||||||
| Interest expense | (49,651 | ) | (7,424 | ) | (55,858 | ) | (10,432 | ) | |||
| Other income | 33,771 | 306,291 | 185,099 | 655,972 | |||||||
| Other expenses | (1,132,465 | ) | (514,636 | ) | (2,829,724 | ) | (1,951,292 | ) | |||
| Gain on redemption of life insurance policies | — | — | 8,746,138 | — | |||||||
| Change in fair value of cryptocurrencies | 111,632 | — | 111,632 | — | |||||||
| Gain on disposal of subsidiary | — | — | — | 3,813,609 | |||||||
| Total other income (expenses) | (1,013,831 | ) | (204,125 | ) | 6,235,502 | 2,537,190 | |||||
| Income before income taxes | 13,540,361 | 27,086,435 | 44,991,768 | 54,288,635 | |||||||
| Income tax expense | 11,100,509 | 8,529,110 | 21,059,966 | 16,981,094 | |||||||
| Net income | 2,439,852 | 18,557,325 | 23,931,802 | 37,307,541 | |||||||
| Less: net income (loss) attributable to non-controlling<br> interests | (18,388 | ) | 72,917 | (28,884 | ) | 65,381 | |||||
| Net income attributable to SBC Medical Group Holdings Incorporated | 2,458,240 | $ | 18,484,408 | $ | 23,960,686 | $ | 37,242,160 | ||||
| Other comprehensive income (loss): | |||||||||||
| Foreign currency translation adjustment | 8,623,269 | $ | (9,046,549 | ) | $ | 18,431,596 | $ | (19,240,401 | ) | ||
| Total comprehensive income | 11,063,121 | 9,510,776 | 42,363,398 | 18,067,140 | |||||||
| Less: comprehensive income (loss) attributable to non-controlling interests | 184,411 | 22,000 | 147,579 | (70,000 | ) | ||||||
| Comprehensive income attributable to SBC Medical Group Holdings Incorporated | 10,878,710 | $ | 9,488,776 | $ | 42,215,819 | $ | 18,137,140 | ||||
| Net income per share attributable to SBC Medical Group Holdings Incorporated* | |||||||||||
| Basic and diluted | 0.02 | $ | 0.20 | $ | 0.23 | $ | 0.40 | ||||
| Weighted average shares outstanding* | |||||||||||
| Basic and diluted | 103,507,249 | 94,192,433 | 103,392,580 | 94,192,433 |
All values are in US Dollars.
| * | Retrospectively<br> restated for effect of reverse recapitalization on September 17, 2024. |
|---|
The accompanying notes are an integral part of these unaudited consolidated financial statements.
SBCMEDICAL GROUP HOLDINGS INCORPORATED
UNAUDITEDCONSOLIDATED STATEMENTS OF CASH FLOWS
| 2025 | 2024 | |||||
|---|---|---|---|---|---|---|
| For the Six Months Ended<br> <br>June 30, | ||||||
| 2025 | 2024 | |||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||
| Net income | $ | 23,931,802 | $ | 37,307,541 | ||
| Adjustments to reconcile net income to net cash provided by (used in) operating activities: | ||||||
| Depreciation and amortization expense | 1,264,405 | 1,849,422 | ||||
| Non-cash lease expense | 2,185,744 | 1,923,890 | ||||
| Provision for credit losses | 283,752 | 62,804 | ||||
| Fair value change of long-term investments | 384,523 | 1,045,557 | ||||
| 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 | (10,804 | ) | (902 | ) | ||
| Change in fair value of cryptocurrencies | (111,632 | ) | — | |||
| Deferred income taxes | 7,452,983 | (3,322,728 | ) | |||
| Changes in operating assets and liabilities: | ||||||
| Accounts receivable | (789,577 | ) | (1,423,412 | ) | ||
| Accounts receivable – related parties | (17,039,113 | ) | 5,843,499 | |||
| Accounts receivable | (17,039,113 | ) | 5,843,499 | |||
| Inventories | (717,972 | ) | 561,921 | |||
| Finance lease receivables – related parties | (6,482,967 | ) | (1,759,556 | ) | ||
| Customer loans receivable | 8,081,703 | 7,521,267 | ||||
| Prepaid expenses and other current assets | (1,349,225 | ) | (1,488,347 | ) | ||
| Long-term prepayments | 211,988 | (41,412 | ) | |||
| Other assets | 85,907 | (1,007,431 | ) | |||
| Accounts payable | 1,165,217 | (8,960,556 | ) | |||
| Accounts payable – related parties | 2,455,865 | — | ||||
| Notes and other payables – related parties | (5,031,570 | ) | (5,101,368 | ) | ||
| Advances from customers | (369,616 | ) | (755,977 | ) | ||
| Advances from customers – related parties | (2,363,891 | ) | (4,663,233 | ) | ||
| Advances from customers | (2,363,891 | ) | (4,663,233 | ) | ||
| Income tax payable | (6,030,526 | ) | 5,462,133 | |||
| Operating lease liabilities | (2,275,398 | ) | (1,998,196 | ) | ||
| Accrued liabilities and other current liabilities | (2,508,035 | ) | (4,444,172 | ) | ||
| Other liabilities | (88,593 | ) | 77,625 | |||
| NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES | (6,411,168 | ) | 22,874,760 | |||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||||
| Purchase of property and equipment | (560,431 | ) | (1,565,333 | ) | ||
| Purchase of convertible note | — | (1,700,000 | ) | |||
| Prepayments for property and equipment | (705,351 | ) | — | |||
| Advances to related parties | — | (617,804 | ) | |||
| Payments made on behalf of related parties | (1,836,541 | ) | (5,245,990 | ) | ||
| Purchase of long-term investments | (652,555 | ) | — | |||
| Purchase of cryptocurrencies | (424,250 | ) | — | |||
| Long-term loans to others | (13,134 | ) | (62,489 | ) | ||
| Repayments from related parties | 70,000 | 555,000 | ||||
| Repayments from others | 56,307 | 44,748 | ||||
| Proceeds from redemption of life insurance policies | 17,735,717 | — | ||||
| Disposal of subsidiary, net of cash disposed of | — | (815,819 | ) | |||
| Proceeds from disposal of property and equipment | 1,728,236 | 1,971 | ||||
| NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES | 15,397,998 | (9,405,716 | ) |
SBCMEDICAL GROUP HOLDINGS INCORPORATED
UNAUDITEDCONSOLIDATED STATEMENTS OF CASH FLOWS — (Continued)
| For the Six Months Ended <br> June 30, | ||||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||
| Borrowings from related parties | 15,000 | — | ||||
| Repayments of long-term loans | (74,256 | ) | (59,217 | ) | ||
| Repayments of finance lease liabilities | (278,097 | ) | — | |||
| Repayments to related parties | (27,943 | ) | (50,124 | ) | ||
| Repurchase of common stock | (2,415,262 | ) | — | |||
| Deemed contribution in connection with price<br> modification on disposal of property and equipment | 9,682,277 | — | ||||
| NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES | 6,901,719 | (109,341 | ) | |||
| Effect of exchange rate changes | 11,808,241 | (12,679,865 | ) | |||
| NET CHANGE IN CASH AND CASH EQUIVALENTS | 27,696,790 | 679,838 | ||||
| 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 | $ | 152,740,882 | $ | 103,702,770 | ||
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||||||
| Cash paid for interest expense | $ | 55,858 | $ | 10,432 | ||
| Cash paid for income taxes, net | $ | 19,637,454 | $ | 16,191,178 | ||
| NON-CASH INVESTING AND FINANCING ACTIVITIES | ||||||
| Property and equipment transferred from long-term prepayments | $ | 246,188 | $ | — | ||
| Operating lease right-of-use assets obtained in exchange for operating lease liabilities | $ | 104,437 | $ | — | ||
| Finance lease right-of-use assets obtained in exchange for finance lease liabilities | $ | 612,466 | $ | — | ||
| Remeasurement of operating lease liabilities and right-of-use assets due to lease modifications | $ | 1,160,680 | $ | 1,376,034 | ||
| Payables to related parties in connection with loan services provided | $ | 8,175,342 | $ | 16,085,387 | ||
| Issuance of common stock as incentive shares | $ | 86 | $ | — |
The accompanying notes are an integral part of these unaudited consolidated financial statements.
RECONCILIATIONOF GAAP TO NON-GAAP FINANCIAL MEASURES
SBCMEDICAL GROUP HOLDINGS INCORPORATED
UnauditedReconciliations of GAAP and Non-GAAP Results
| For the Three Months Ended<br><br> June<br> 30, | For the Six Months Ended<br> <br>June 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||||||
| Total revenues, net | $ | 43,358,847 | $ | 53,102,080 | $ | 90,687,548 | 107,910,122 | |||||
| Income from operations | 14,554,192 | 27,290,560 | 38,756,266 | 51,751,445 | ||||||||
| Depreciation and amortization expense | 636,101 | 830,945 | 1,264,405 | 1,849,422 | ||||||||
| EBITDA | 15,190,293 | 28,121,505 | 40,020,671 | 53,600,867 | ||||||||
| EBITDA margin | 35 | % | 53 | % | 44 | % | 50 | % |
The accompanying notes are an integral part of these unaudited consolidated financial statements.
Contacts
In Asia:
SBC Medical Group Holdings Incorporated
Hikaru Fukui / Head of Investor Relations
E-mail: ir@sbc-holdings.com
In the US:
ICR LLC
Bill Zima / Managing Partner
Email: bill.zima@icrinc.com
Exhibit99.2
