8-K
0001930313false0001930313sbc:RedeemableWarrantsEachWholeWarrantExercisableForOneShareOfCommonStockAtExercisePriceOf11.50PerShareMember2025-11-142025-11-140001930313sbc:CommonStock0.0001ParValuePerShareMember2025-11-142025-11-1400019303132025-11-142025-11-14

 

 

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): November 14, 2025

 

 

SBC Medical Group Holdings Incorporated

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

001-41462

88-1192288

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

200 Spectrum Center Dr. STE 300

 

Irvine, California

 

92618

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 949 593-0250

 

Not Applicable

(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 communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement 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 of each class

 

Trading
Symbol(s)

 


Name of each exchange on which registered

Common Stock, $0.0001 par value per share

 

SBC

 

The Nasdaq Stock Market LLC

Redeemable Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share

 

SBCWW

 

The 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 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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.

 

 


Item 2.02 Results of Operations and Financial Condition.

On November 14, 2025, SBC Medical Group Holdings Incorporated (the “Company”), issued a press release announcing its results for the quarter ended September 30, 2025. The press release is attached as Exhibit 99.1 and is incorporated herein by reference.

 

 

Additionally, on November 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 September 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.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit
No.

Description

99.1

Press Release, dated November 14, 2025, entitled “SBC Medical Group Holdings Announces Third Quarter 2025 Financial Results”

99.2

Investor Presentation

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

 


SIGNATURES

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

 

 

 

 

Date:

November 14, 2025

By:

/s/ Yuya Yoshida

 

 

 

Yuya Yoshida
Chief Financial Officer

 


 

Exhibit 99.1

SBC Medical Group Holdings Announces Third Quarter 2025 Financial Results

IRVINE, Calif. --SBC Medical Group Holdings Incorporated (Nasdaq: SBC) (“SBC Medical” or the “Company”), a global provider of comprehensive consulting and management services to the medical corporations and their clinics, today announced its financial results for the third quarter of fiscal year 2025 (three months ended September 30, 2025) and for the third quarter cumulative of fiscal year 2025 (Year-to-Date 2025, nine months ended September 30, 2025)

Third Quarter 2025 Highlights

Total revenues were $43 million, representing an 18% year-over-year decrease.
Income from operations was $16 million, representing a 15% year-over-year increase.
Net Income attributable to SBC Medical Group was $13 million , representing an 353% 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 $0.12 for the three months ended September 30, 2025, compared to $0.03 in the same period of 2024.
EBITDA1, which is calculated by adding depreciation and amortization expense and impairment loss to income from operations was $17 million, representing a 12% year-over-year increase. EBITDA margin1 was 38% for the third quarter of 2025, compared to 28% for third quarter of 2024.
Return on equity, which is defined as net income attributable to the Company divided by the average shareholder’s equity as of September 30, 2025, was 23% representing a year-over-year increase of 17 percentage points.
Number of Franchise Locations2 was 258 as of September 30, 2025, representing an increase of 34 locations from September 30, 2024.
Number of customers3 in the last twelve months ended September 30, 2025, was 6.5 million, representing a 14% year-over-year increase.
Repeat rate for customers4 who visited franchisee’s clinics twice or 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 customer count includes customers of SBC brand clinics, Rize Clinic, Gorilla Clinic, AHH Clinic, and JUN CLINIC. The applicable periods are from October 1, 2024, to September 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 or more.


 

Year-to-Date 2025 Highlights

Total revenues were $134 million, representing a 17% year-over-year decrease.
Income from operations was $55 million, representing a 17% year-over-year decrease.
Net Income attributable to SBC Medical Group was $37 million, representing a 8% year-over-year decrease.
Earnings per share, which is defined as net income attributable to the Company divided by the weighted average number of outstanding shares, was $0.36 for the nine months ended September 30, 2025, compared to $0.42 in the same period of 2024.
EBITDA1, which is calculated by adding depreciation and amortization expense and impairment loss to income from operations was $57 million, representing a 17% year-over-year decrease. EBITDA margin was 42% for the first nine months of 2025, compared to 43% for the same period in 2024.

Yoshiyuki Aikawa, Chairman and Chief Executive Officer of SBC Medical, said, "In Q3 2025, SBC Medical’s revenue decreased by 18% year over year. This decline primarily reflects the impact of our past business restructuring initiatives, including the revision of franchise fees and the deconsolidation of certain group entities. Meanwhile, rental revenue remained solid, supported by the renewal of medical equipment, and the consolidation of AHH contributed positively to overall performance.

Profitability improved significantly during the quarter. Income from operations increased by 15% year over year, net profit rose by 353%, and income from operations margin strengthened to 37%. These improvements were mainly driven by the absence of IPO-related and stock-based compensation expenses recorded in the prior year, indicating that our cost structure is normalizing toward a sustainable level.

Looking ahead, we will continue to pursue sustainable growth toward 2026 by focusing on delivering high-quality solutions, advancing multi-brand initiatives in the dermatology segment, and building a stronger business foundation in overseas markets.”


 

Third Quarter 2025 Financial Results

Total revenues were $43 million, representing a decrease of 18% year-over-year. The decrease was primarily driven by a revised fee structure for clinic services that reduced franchising revenue, combined with decreased procurement revenue due to reduced orders for medical materials and lower management services revenue due to the discontinuation of clinic operation staff supporting services.

Net income attributable to SBC Medical Group for the three months ended September 30, 2025 was $13 million, compared to $3 million in the same period of 2024. The increase was primarily due to substantially lower operating expenses due to the absence of stock-based compensation costs related to the prior year's listing process and reduced income tax expense from the absence of non-deductible stock-based compensation.

EBITDA1 was $17 million, an increase of 12% , primarily due to the lower operating expenses offsetting the decrease in revenue from the termination of staffing services, deconsolidation of Kijimadairakanko Inc. and Skynet Academy Co., Ltd., and fee structure revision.

Conference Call

The Company will hold a conference call on Monday, November 17, 2025 at 5 pm Eastern Time (or Monday, November 18, 2025 at 7 am 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/e2znwqtx/

It will automatically direct you to the registration page of “Q3 2025 Financial Results”. 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 November 17, 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/


 

About SBC Medical

SBC Medical Group Holdings Incorporated is a comprehensive medical group operating a wide range of franchise businesses across diverse medical fields, including advanced aesthetic medicine, dermatology, orthopedics, fertility treatment, dentistry, AGA (hair restoration), and ophthalmology. The Company manages a diverse portfolio of clinic brands and is actively expanding its global presence, particularly in the United States and Asia, through both direct operations and medical tourism initiatives.

In September 2024, the Company was listed on Nasdaq, and in June 2025, it was selected for inclusion in the Russell 3000® Index, a broad benchmark of the U.S. equity market. Guided by its Group Purpose “Contributing to the well-being of people around the world through medical innovation,” SBC Medical Group Holdings Incorporated continues to provide safe, trusted, and high-quality medical services while steadily expanding its global network.

For more information, visit https://sbc-holdings.com/

Use of 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.”

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

 

 

 

September 30,
2025

 

 

December 31,
2024

 

ASSETS

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$

127,431,318

 

 

$

125,044,092

 

Accounts receivable

 

 

2,609,108

 

 

 

1,413,433

 

Accounts receivable – related parties

 

 

58,585,273

 

 

 

28,846,680

 

Inventories

 

 

1,677,668

 

 

 

1,494,891

 

Finance lease receivables, current – related parties

 

 

9,757,901

 

 

 

5,992,585

 

Income tax recoverable

 

 

841,677

 

 

 

 

Customer loans receivable, current

 

 

11,593,195

 

 

 

10,382,537

 

Prepaid expenses and other current assets

 

 

14,707,082

 

 

 

11,276,802

 

Total current assets

 

 

227,203,222

 

 

 

184,451,020

 

 

 

 

 

 

 

 

Non-current assets:

 

 

 

 

 

 

Property and equipment, net

 

 

6,995,263

 

 

 

8,771,902

 

Intangible assets, net

 

 

23,302,796

 

 

 

1,590,052

 

Long-term investments, net

 

 

4,608,439

 

 

 

3,049,972

 

Goodwill, net

 

 

4,924,699

 

 

 

4,613,784

 

Cryptocurrencies

 

 

570,286

 

 

 

 

Finance lease receivables, non-current – related parties

 

 

14,709,715

 

 

 

8,397,582

 

Operating lease right-of-use assets

 

 

4,886,486

 

 

 

5,267,056

 

Finance lease right-of-use assets

 

 

478,742

 

 

 

 

Deferred tax assets

 

 

607,731

 

 

 

9,798,071

 

Customer loans receivable, non-current

 

 

6,553,611

 

 

 

5,023,551

 

Long-term prepayments

 

 

396,242

 

 

 

1,745,801

 

Long-term investments in MCs – related parties

 

 

18,869,390

 

 

 

17,820,910

 

Other assets

 

 

7,256,463

 

 

 

15,553,453

 

Total non-current assets

 

 

94,159,863

 

 

 

81,632,134

 

Total assets

 

$

321,363,085

 

 

$

266,083,154

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Accounts payable

 

$

17,258,372

 

 

$

13,875,179

 

Accounts payable – related parties

 

 

2,842,877

 

 

 

659,044

 

Current portion of long-term loans

 

 

3,044,470

 

 

 

96,824

 

Notes and other payables, current – related parties

 

 

1,637,370

 

 

 

26,255

 

Advances from customers

 

 

1,030,416

 

 

 

820,898

 

Advances from customers – related parties

 

 

6,957,477

 

 

 

11,739,533

 

Income tax payable

 

 

766,796

 

 

 

18,705,851

 

Operating lease liabilities, current

 

 

3,545,667

 

 

 

4,341,522

 

Finance lease liabilities, current

 

 

147,603

 

 

 

 

Accrued liabilities and other current liabilities

 

 

4,561,978

 

 

 

8,103,194

 

Due to related party

 

 

2,791,808

 

 

 

2,823,590

 

Total current liabilities

 

 

44,584,834

 

 

 

61,191,890

 

 

 

 

 

 

 

 

Non-current liabilities:

 

 

 

 

 

 

Long-term loans

 

 

18,078,324

 

 

 

6,502,682

 

Notes and other payables, non-current – related parties

 

 

 

 

 

5,334

 

Deferred tax liabilities

 

 

7,769,090

 

 

 

926,023

 

Operating lease liabilities, non-current

 

 

1,564,370

 

 

 

1,241,526

 

Finance lease liabilities, non-current

 

 

136,677

 

 

 

 

Other liabilities

 

 

1,170,589

 

 

 

1,193,541

 

Total non-current liabilities

 

 

28,719,050

 

 

 

9,869,106

 

Total liabilities

 

 

73,303,884

 

 

 

71,060,996

 

 


SBC MEDICAL GROUP HOLDINGS INCORPORATED

UNAUDITED CONSOLIDATED BALANCE SHEETS — (Continued)

 

 

 

September 30,
2025

 

 

December 31,
2024

 

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

 

Preferred stock ($0.0001 par value, 20,000,000 shares authorized; no shares issued and outstanding as of September 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, 102,576,943 and 102,750,816 shares outstanding as of September 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, 1,304,308 and 270,000 shares as of September 30, 2025 and December 31, 2024, respectively)

 

 

(7,749,997

)

 

 

(2,700,000

)

Retained earnings

 

 

226,248,329

 

 

 

189,463,007

 

Accumulated other comprehensive loss

 

 

(42,716,542

)

 

 

(54,178,075

)

Total SBC Medical Group Holdings Incorporated stockholders’ equity

 

 

247,988,292

 

 

 

195,109,157

 

Non-controlling interests

 

 

70,909

 

 

 

(86,999

)

Total stockholders’ equity

 

 

248,059,201

 

 

 

195,022,158

 

Total liabilities and stockholders’ equity

 

$

321,363,085

 

 

$

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 September 30,

 

 

For the Nine Months
Ended September 30,

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Revenues, net – related parties

 

$

39,617,548

 

 

$

51,209,243

 

 

$

123,819,591

 

 

$

152,718,488

 

Revenues, net

 

 

3,735,687

 

 

 

1,875,640

 

 

 

10,221,192

 

 

 

8,276,517

 

Total revenues, net

 

 

43,353,235

 

 

 

53,084,883

 

 

 

134,040,783

 

 

 

160,995,005

 

Cost of revenues (including cost of revenues from related parties of $4,018,377 and $2,039,492 for the three months ended September 30, 2025 and 2024, and $12,144,907 and $7,452,954 for the nine months ended September 30, 2025 and 2024, respectively)

 

 

12,741,748

 

 

 

9,845,793

 

 

 

35,685,635

 

 

 

38,816,865

 

Gross profit

 

 

30,611,487

 

 

 

43,239,090

 

 

 

98,355,148

 

 

 

122,178,140

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Selling, general and administrative expenses (including selling, general and administrative expenses from related parties of $154,063 and nil for the three months ended September 30, 2025 and 2024, and $569,830 and nil for the nine months ended September 30, 2025 and 2024, respectively)

 

 

14,730,247

 

 

 

16,597,032

 

 

 

43,717,642

 

 

 

43,784,637

 

Stock-based compensation

 

 

 

 

 

12,807,455

 

 

 

 

 

 

12,807,455

 

Total operating expenses

 

 

14,730,247

 

 

 

29,404,487

 

 

 

43,717,642

 

 

 

56,592,092

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income from operations

 

 

15,881,240

 

 

 

13,834,603

 

 

 

54,637,506

 

 

 

65,586,048

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other income (expenses):

 

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

 

120,384

 

 

 

7,950

 

 

 

198,599

 

 

 

37,283

 

Interest expense

 

 

(48,635

)

 

 

(5,466

)

 

 

(104,493

)

 

 

(15,898

)

Other income (including other income from related party of $3,069 and nil for the three months ended September 30, 2025 and 2024, and $3,069 and nil for the nine months ended September 30, 2025 and 2024, respectively)

 

 

2,526,035

 

 

 

65,922

 

 

 

2,711,134

 

 

 

721,894

 

Other expenses

 

 

(6,564

)

 

 

(795,158

)

 

 

(2,836,288

)

 

 

(2,746,450

)

Gain on redemption of life insurance policies

 

 

 

 

 

 

 

 

8,746,138

 

 

 

 

Change in fair value of cryptocurrencies

 

 

34,404

 

 

 

 

 

 

146,036

 

 

 

 

Gain on disposal of subsidiary

 

 

 

 

 

 

 

 

 

 

 

3,813,609

 

Total other income (expenses)

 

 

2,625,624

 

 

 

(726,752

)

 

 

8,861,126

 

 

 

1,810,438

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income before income taxes

 

 

18,506,864

 

 

 

13,107,851

 

 

 

63,498,632

 

 

 

67,396,486

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income tax expense

 

 

5,673,538

 

 

 

10,273,384

 

 

 

26,733,504

 

 

 

27,254,478

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

12,833,326

 

 

 

2,834,467

 

 

 

36,765,128

 

 

 

40,142,008

 

Less: net income (loss) attributable to non-controlling interests

 

 

8,690

 

 

 

1,573

 

 

 

(20,194

)

 

 

66,954

 

Net income attributable to SBC Medical Group Holdings Incorporated

 

$

12,824,636

 

 

$

2,832,894

 

 

$

36,785,322

 

 

$

40,075,054

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive income (loss):

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation adjustment

 

$

(6,791,961

)

 

$

20,783,646

 

 

$

11,639,635

 

 

$

1,543,245

 

Total comprehensive income

 

 

6,041,365

 

 

 

23,618,113

 

 

 

48,404,763

 

 

 

41,685,253

 

Less: comprehensive income attributable to non-controlling interests

 

 

10,329

 

 

 

180,093

 

 

 

157,908

 

 

 

110,093

 

Comprehensive income attributable to SBC Medical Group Holdings Incorporated

 

$

6,031,036

 

 

$

23,438,020

 

 

$

48,246,855

 

 

$

41,575,160

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income per share attributable to SBC Medical Group Holdings Incorporated

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted

 

$

0.12

 

 

$

0.03

 

 

$

0.36

 

 

$

0.42

 

Weighted average shares outstanding

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted

 

 

102,642,634

 

 

 

95,095,144

 

 

 

103,139,851

 

 

 

94,495,533

 

 

 

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 Nine Months
Ended September 30,

 

 

 

2025

 

 

2024

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

 

Net income

 

$

36,765,128

 

 

$

40,142,008

 

Adjustments to reconcile net income to net cash provided by (used in) operating activities:

 

 

 

 

 

 

Depreciation and amortization expense

 

 

2,010,616

 

 

 

2,867,781

 

Non-cash lease expense

 

 

3,436,789

 

 

 

2,908,990

 

Provision for (reversal of) credit losses

 

 

305,963

 

 

 

(127,196

)

Stock-based compensation

 

 

 

 

 

12,807,455

 

Fair value change of long-term investments

 

 

(724,476

)

 

 

1,682,282

 

Gain on disposal of subsidiary

 

 

 

 

 

(3,813,609

)

Gain on redemption of life insurance policies

 

 

(8,746,138

)

 

 

 

Loss (gain) on disposal of property and equipment and intangible assets

 

 

(414,167

)

 

 

185,284

 

Change in fair value of cryptocurrencies

 

 

(146,036

)

 

 

 

Deferred income taxes

 

 

9,104,235

 

 

 

(2,154,837

)

Changes in operating assets and liabilities:

 

 

 

 

 

 

Accounts receivable

 

 

(1,084,316

)

 

 

(804,000

)

Accounts receivable - related parties

 

 

(28,031,690

)

 

 

4,971,911

 

Inventories

 

 

265,052

 

 

 

763,075

 

Finance lease receivables - related parties

 

 

(9,227,612

)

 

 

(3,430,267

)

Customer loans receivable

 

 

12,153,263

 

 

 

12,860,220

 

Prepaid expenses and other current assets

 

 

(2,180,695

)

 

 

902,230

 

Long-term prepayments

 

 

281,666

 

 

 

432,380

 

Other assets

 

 

77,609

 

 

 

(348,178

)

Accounts payable

 

 

2,549,938

 

 

 

(10,511,619

)

Accounts payable - related parties

 

 

2,144,314

 

 

 

 

Notes and other payables - related parties

 

 

(12,759,536

)

 

 

(14,030,092

)

Advances from customers

 

 

161,165

 

 

 

(1,401,437

)

Advances from customers - related parties

 

 

(5,470,844

)

 

 

(3,565,778

)

Income tax payable

 

 

(19,936,155

)

 

 

(549,446

)

Operating lease liabilities

 

 

(3,639,887

)

 

 

(2,971,946

)

Accrued liabilities and other current liabilities

 

 

(4,096,471

)

 

 

(9,010,270

)

Other liabilities

 

 

(93,141

)

 

 

81,290

 

NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES

 

 

(27,295,426

)

 

 

27,886,231

 

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES

 

 

 

 

 

 

Purchase of property and equipment

 

 

(603,484

)

 

 

(1,974,285

)

Purchase of convertible note

 

 

 

 

 

(1,700,000

)

Prepayments for property and equipment

 

 

(838,568

)

 

 

(843,740

)

Advances to related parties

 

 

 

 

 

(617,804

)

Payments made on behalf of related parties

 

 

(1,840,801

)

 

 

(5,245,990

)

Purchase of long-term investments

 

 

(654,070

)

 

 

(331,496

)

Purchase of cryptocurrencies

 

 

(424,250

)

 

 

 

Cash paid for acquisition of subsidiary, net of cash acquired

 

 

(14,861,858

)

 

 

 

Long-term loans to others

 

 

(14,514

)

 

 

(80,793

)

Repayments from related parties

 

 

1,911,440

 

 

 

5,990,990

 

Repayments from others

 

 

73,928

 

 

 

62,927

 

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

 

 

2,755,983

 

 

 

1,971

 

NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES

 

 

3,239,523

 

 

 

(5,554,039

)

 

 

 

 

 

 

 

 


SBC MEDICAL GROUP HOLDINGS INCORPORATED

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS — (Continued)

 

 

 

For the Nine Months
Ended September 30,

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

 

Borrowings from long-term loans

 

 

14,851,980

 

 

 

 

Borrowings from related parties

 

 

15,000

 

 

 

 

Proceeds from reverse recapitalization, net of transaction costs

 

 

 

 

 

11,707,417

 

Proceeds from exercise of stock warrants

 

 

 

 

 

31,374

 

Repayments of long-term loans

 

 

(721,874

)

 

 

(89,448

)

Repayments of finance lease liabilities

 

 

(310,603

)

 

 

 

Repayments to related parties

 

 

(46,782

)

 

 

(65,305

)

Repurchase of common stock

 

 

(4,999,997

)

 

 

 

Deemed contribution in connection with price modification on disposal of property and equipment

 

 

9,682,277

 

 

 

 

NET CASH PROVIDED BY FINANCING ACTIVITIES

 

 

18,470,001

 

 

 

11,584,038

 

 

 

 

 

 

 

 

Effect of exchange rate changes

 

 

7,973,128

 

 

 

453,908

 

 

 

 

 

 

 

 

NET CHANGE IN CASH AND CASH EQUIVALENTS

 

 

2,387,226

 

 

 

34,370,138

 

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

 

$

127,431,318

 

 

$

137,393,070

 

 

 

 

 

 

 

 

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

 

 

 

 

 

 

Cash paid for interest expense

 

$

104,493

 

 

$

15,898

 

Cash paid for income taxes, net

 

$

37,555,740

 

 

$

31,332,123

 

 

 

 

 

 

 

 

NON-CASH INVESTING AND FINANCING ACTIVITIES

 

 

 

 

 

 

Property and equipment transferred from long-term prepayments

 

$

1,428,254

 

 

$

164,781

 

Operating lease right-of-use assets obtained in exchange for operating lease liabilities

 

$

105,556

 

 

$

 

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

 

$

2,646,028

 

 

$

2,408,752

 

Payables to related parties in connection with loan services provided

 

$

14,362,902

 

 

$

20,398,301

 

Issuance of common stock as incentive shares

 

$

86

 

 

$

 

Issuance of common stock from conversion of convertible note

 

$

 

 

$

2,700,000

 

 

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
September 30,

 

 

 

 

For the Nine Months Ended
September 30,

 

 

 

 

2025

 

 

 

 

2024

 

 

 

 

2025

 

 

 

2024

 

Total Revenues, net

 

 

$

43,353,235

 

 

 

 

$

53,084,883

 

 

 

 

$

134,040,783

 

 

 

$

160,995,005

 

 Income form operations

 

 

 

15,881,240

 

 

 

 

 

13,834,603

 

 

 

 

 

54,637,506

 

 

 

 

65,586,048

 

 Depreciation and amortization expense

 

 

 

746,211

 

 

 

 

 

1,018,359

 

 

 

 

 

2,010,616

 

 

 

 

2,867,781

 

EBITDA

 

 

 

16,627,451

 

 

 

 

 

14,852,962

 

 

 

 

 

56,648,122

 

 

 

 

68,453,829

 

 EBITDA margin

 

 

 

38

%

 

 

 

 

28

%

 

 

 

 

42

%

 

 

 

43

%

 

The accompanying notes are an integral part of these unaudited consolidated financial statements.

 


 

Contacts

SBC Medical Group Holdings Incorporated (Asia)

Hikaru Fukui / Head of IR Department E-mail: [email protected]

ICR LLC (In the US)

Bill Zima / Managing Partner E-mail: [email protected]

 


Slide 1

Investor Presentation November 2025 3Q2025 Exhibit 99.2


Slide 2

Disclaimer This presentation 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 presentation 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.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 “Reconciliation Table on Non-GAAP Financials” on the slide titled “Non-GAAP Financial Measure.”


Slide 3

Table of Contents Ⅰ. Franchise Clinic Performance Highlights P4 Ⅱ. Financial Performance P8 Ⅲ. Business Strategies Update P11 Ⅳ. Use of Assets and Capital Strategies P14 Appendix. P17


Slide 4

Ⅰ. Franchise Clinic Performance Highlights


Slide 5

Franchise Clinics Key Figures The number of customers continued to grow, with the Aesthetic Dermatology Category remaining the main driver Repeat Rate 4 6 7 Number of Customers 1 4 5 / Unique Customers (LTM-YoY) 258 locations +34 locations / +15% 6.51 MM +14% Number of Franchise Locations 1 (as of Sep 30, 2025-YoY) Revenue Distribution 1 2 3 (YTD-YoY) Total Revenue 1 2 3 (YTD-YoY) 2.06 MM +10% / Average Revenue per Visit 1 2 3 4 (3Q-YoY) $298 (5)% 1 The figures take into account the franchising of SBC brand clinics, Rize Clinic, Gorilla Clinic, AHH, JUN CLINIC 2 Calculated at JPY 148.1 / USD, JPY 113.0 / SGD 3 After Point/Ticket Discount 4 Excluding Free Counseling $857 MM (0)% Same-Clinic Sales:$823MM (3)% 72 % 62% 24% 13% 1% Medical +1pt Aesthetic Surgery (4)pt Aesthetic Dermatology +3pt Overseas +0pt 5 The unique user count (AHH, JUN CLINIC) is estimated based on the ratio to the annual number of customers of the SBC brand clinics, RIZE Clinic, Gorilla Clinic 6 The figures take into accounts franchising of SBC brand clinics, Rize Clinic and Gorilla Clinic 7 The percentage of customers who visited our franchisee’s clinics twice or more 3Q25 Franchise Clinics Performance Highlights


Slide 6

Continued Growth Trend of Locations and Customer Base 1 The figures take into accounts franchising of SBC brand clinics, Rize Clinic, Gorilla Clinic, AHH, JUN CLINC 2 Excluding Free Counseling (Locations) (K People) 215 251 253 249 224 218 258 CAGR: +13% CAGR: +15% Our network of locations and customer base are continually growing, and we aim for further expansion, domestic and overseas Number of Locations 1 Number of Customers 1 2


Slide 7

Driven by pricing and promotion strategy optimization and acquiring a higher-priced customer base through multi-branding, the average revenue per visit has begun to grow Recent Uptick in Average Revenue per Visit Pricing and Promotion Strategy Optimization Shonan Beauty Clinic: Optimized treatment and service offerings, and promotion strategies Gorilla Clinic: Revised hair removal treatment menus,       resulting in a higher unit price        (3Q25: $334 vs. 3Q24: $247) 2 3 4 5 Higher Revenue per Customer Visit via Multi-Branding Neo Skin Clinic: Opened a new clinic specializing      in advanced laser treatments (April 2025) JUN CLINIC: Joined the group through an M&A, bringing expertise in customized laser procedures   (July 2025) 1 The figures take into account of the franchising of SBC brand clinics, Rize Clinic, Gorilla Clinic, AHH, JUN CLINIC 2 Calculated at JPY 148.1 / USD, JPY 113.0 / SGD 3 After Point/Ticket Discount 4 Excluding Free Counseling 5 Average Revenue per Visit (US$) Average Revenue per Visit1 2 3 4 Drivers and Strategy Behind the Growth


Slide 8

Ⅱ. Financial Performance


Slide 9

Total Revenues YoY Franchise fee revisions resulted in USD (8.7) mm,   negatively impacting franchise revenue and management revenue Business restructuring resulted in USD (2.0) mm Termination of staffing services (Management revenue USD (1.2) mm) Exclusion from consolidation (Other revenue USD (0.8) mm) The acquisition of AHH contributed to other revenue increase QoQ Point revenue drove higher management revenue, offsetting other segment declines, holding total revenue flat Operating Expenses YoY The absence of the prior year’s stock-based compensation related to the listing (Operating expenses USD (12.8) mm) Consolidated Income Statement (Quarterly) 1 Calculated at JPY 148.1 / USD (MM US$) 3Q25 2Q25 3Q24 % QoQ % YoY Total revenues 43 (0)% (18)% 43 53 Franchising revenue 10 (1)% (37)% 10 16 Procurement revenue 13 (15)% (24)% 16 18 Management services revenue 9 +84% (22)% 5 12 Rental services revenue 6 (9)% +51% 7 4 Other revenues 4 (23)% +21% 6 4 Cost of revenues 13 (5)% +29% 13 10 Gross profit 31 +2% (29)% 30 43 Operating expenses 15 (5)% (50)% 15 29 Income from operations 16 +9% +15% 15 14 Net income attributable to SBC Medical Group Holdings Incorporated 13 +422% +353% 2 3 YoY : Revenue declined due to the franchise fee revision, but profit rose as listing costs declined QoQ : Revenue stabilized due to various factors, and operating income increased 9


Slide 10

Total Revenues YoY Franchise fee revisions resulted in USD (16.1) mm,   negatively impacting franchise revenue and management revenue Business restructuring resulted in USD (16.3) mm Termination of staffing services (Management revenue USD (12.0) mm) Exclusion from consolidation (Other revenue USD (4.3) mm) The acquisition of AHH contributed to other revenue increase Operating Expenses YoY The absence of the prior year’s stock-based compensation related to the listing (Operating expenses USD (12.8) mm) Consolidated Income Statement (YTD) Revenue declined due to business restructuring, while profit rose as listing costs declined (MM US$) 3Q25 3Q24 % YoY Total revenues 134 (17)% 161 Franchising revenue 36 (22)% 45 Procurement revenue 43 (2)% 44 Management services revenue 23 (48)% 44 Rental services revenue 19 +67% 11 Other revenues 13 (18)% 16 Cost of revenues 36 (8)% 39 Gross profit 98 (19)% 122 Operating expenses 44 (23)% 57 Income from operations 55 (17)% 66 Net income attributable to SBC Medical Group Holdings Incorporated 37 (8)% 40 1 Calculated at JPY 148.1 / USD


Slide 11

Ⅲ. Business Strategies Update


Slide 12

New Business Development in Thailand The largest ASEAN market with high growth potential Major medical tourism hub with government support Fragmented small-scale clinics, inconsistent service quality Approx. 60,000 Japanese expatriate families, strong trust in Japanese brands Expand dynamic market growth and revenue diversification Gather insights into diverse customer segments from the medical tourism hub Leverage access to a strong Japanese community for a smooth launch 1 3 2 Operates over 20 pharmacies primarily in Thailand, along with clinics and other related businesses Pharmacy business Operation of internal medicine clinics Operation of dental clinics Medical hair removal clinic operations Online counseling services Pharmacy POS system development business Pharmacist job search site operation business, etc. Partnered with BLEZ ASIA to enter Thailand's rapidly growing aesthetic medical market Starting with services for Japanese residents, we plan to expand into aesthetic clinics and product distribution Thai Aesthetic Medical Market About BLEZ ASIA Co., Ltd. Strategic Rationale


Slide 13

Medical Support Business Promoting the blood-derived processing service, PDF-FD D2C (Direct-to-Consumer) Business Planning and sales of skincare & cosmetic brands Tender Offer (TOB) for Waqoo,Inc. Enhance Clinical Services (AGA, Orthopedics, etc.) Leverage Waqoo group’s R&D for new treatments & unique services Joint Development of Skincare Products Establish a seamless system from research to clinical practice by integrating on-site expertise Secure Technology Pillar for Global Expansion Utilize Waqoo group’s R&D foundation for overseas strategy Offeror SBC Medical Group Co., Ltd. Number of Shares to be Purchased 575,000 shares Offer Period Nov 14, 2025 – Dec 12, 2025 (20 business days) Commencement Date of Settlement Dec19, 2025 Offer Price JPY 1,900 per share Tender Offer Agent SBI SECURITIES Co., Ltd. Decided to launch a tender offer (TOB) to acquire a majority stake in Waqoo,Inc. 1 3 2 Strategic Rationale Overview of Tender Offer (TOB) About Waqoo,Inc. (TSE Growth:4937)


Slide 14

14 Ⅳ. Use of Assets and Capital Strategies


Slide 15

Robust Balance Sheet Positioned for Growth Cash and cash equivalents Key Balance Sheet Figures (as of Sep 30, 2025) 510% Current ratio 2 77% Capital ratio 3 0.11x D/E ratio 1 US$127MM 1 D/E ratio = Total debt / Total stockholders’ equity 2 Current ratio = Total current assets / Total current liabilities 3 Capital ratio = SBC Medical Group Holdings Incorporated stockholders’ equity / Total assets (MM US$) Sep 30, 2025 Dec 31, 2024 Change Total assets 321 +55 266 Total current assets 227 +43 184 Cash and cash equivalents 127 +2 125 Accounts receivable–related parties 59 +30 29 Property and equipment, net 7 (2) 9 Intangible assets, net 23 +21 2 Total liabilities 73 +2 71 Current liabilities 45 (16) 61  Current portion of long-term loans 3 +3 0 Long-term loans 18 +11 7 Total stockholders’ equity 248 +53 195 Total SBC Medical Group Holdings Incorporated stockholders’ equity 248 +53 195 Sound financial foundation with ample cash and debt capacity Loans were executed for working capital purposes Selected Items from Balance Sheet


Slide 16

Current Challenges of SBC’s Shares The low liquidity of our shares makes it difficult for many institutional investors to trade We are discussing optimal measures to (1) improve the supply-demand dynamics and (2) provide additional liquidity in parallel (1) Improve the Supply-Demand Dynamics Improving Liquidity Investor’s Attention Share Price Appreciation (2) Provide Additional liquidity Ideal Cycle Limited Liquidity Lack of Investors Share Price Remains Sluggish Current Cycle Current Challenge on SBC’s Shares Ideal Progression for our Capital Situation


Slide 17

17 Appendix.


Slide 18

SBC Medical Group Holdings Key Financials 3Q25 Financial Performance Highlights (YTD) 42 % (YoY (0) pt) ROE 3 (Annualized) Basic EPS 4 $0.36 (YoY (14) %) $134 MM (YoY (17) %) $57 MM (YoY (17) %) Net Income attributable to SBC Medical Group Holdings Incorporated $37 MM (YoY (8) %) Revenue and EBITDA decreased due to business restructuring, and the fee revision (in April,2025) EBITDA margin remained at a high level, reflecting strong profitability driven by cost optimization and efficient operations 1 EBITDA = Income from operations + Depreciation and amortization expense (Non-GAAP Financials: see p.26) 2 EBITDA margin (%) = EBITDA / Total revenues 3 ROE = Net income attributable to SBC Medical Group Holdings Incorporated / Average of SBC Medical Group Holdings Incorporated's stockholder's equity (beginning of the period and end of the period) 4 EPS (basic) = Net income attributable to SBC Medical Group Holdings Incorporated / Weighted average shares outstanding 22 % (YoY (9) pt) Total Revenues EBITDA 1 EBITDA Margin 2


Slide 19

(MM US$) 3Q25 3Q24 3Q25 YTD 3Q24 YTD % YoY % YoY Total revenues 43 (18)% 53 134 (17)% 161 Franchising revenue 10 (37)% 16 36 (22)% 45 Procurement services 13 (24)% 18 43 (2)% 44 Management services 9 (22)% 12 23 (48)% 44 Rental services 6 +51% 4 19 +67% 11 Other 4 +21% 4 13 (18)% 16 Cost of revenues 13 +29% 10 36 (8)% 39 Gross profit 31 (29)% 43 98 (19)% 122 Operating expenses 15 (50)% 29 44 (23)% 57 Income from operations 16 +15% 14 55 (17)% 66 Net income attributable to SBC Medical Group Holdings Incorporated 13 +353% 3 37 (8)% 40 Income Statement Income Statement (Consolidated) Operating Expenses (MM US$) 3Q25 3Q24 3Q25 YTD 3Q24 YTD % YoY % YoY Total operating expenses 15 (50)% 29 44 (23)% 57 Salaries and welfare 7 (4)% 7 20 (7)% 21 Depreciation and amortization expense 1 +4% 1 2 (14)% 2 Consulting and professional service fees 4 (13)% 5 12 +13% 10 Office, utility and other expenses 2 (23)% 2 5 +7% 5 Other 1 (92)% 15 6 (71)% 18


Slide 20

Balance Sheet (Consolidated) (MM US$) Sep 30, 2025 Dec 31, 2024 Change Total liabilities 73 +2 71 Total current liabilities 45 (16) 61 Accounts payable 17 +3 14 Notes and other payables, current – related parties 2 +2 0 Advances from customers – related parties 7 (5) 12 Income tax payable 1 (18) 19 Current portion of long-term loans 3 +3 0 Other current liabilities 15 (2) 17 Total non-current liabilities 29 +19 10 Long-term loans 18 +11 7 Notes and other payables, non-current – related parties 0 (0) 0 Other non-current liabilities 11 +8 3 Stockholders’ equity 248 +53 195 SBC Medical Group Holdings Incorporated stockholders’ equity 248 +53 195 (MM US$) Sep 30, 2025 Dec 31, 2024 Change Total assets 321 +55 266 Total current assets 227 +43 184 Cash and cash equivalents 127 +2 125 Accounts receivable – related parties 59 +30 29 Customer loans receivable 12 +2 10 Other assets - current 30 +10 20 Total non-current assets 94 +12 82 Property and equipment, net 7 (2) 9 Intangible assets, net 23 +21 2 Customer loans receivable, non-current 7 +2 5 Long-term investments in MCs – related parties 19 +1 18 Other assets 38 (10) 48


Slide 21

Cash Flows (Consolidated) (MM US$) 3Q25 YTD 3Q24 YTD % YoY Net cash provided by (used in) operating activities (27) n.m. 28 Net cash provided by (used in) investing activities 3 n.m. (6) Net cash provided by financing activities 18 +59% 12 Effect of exchange rate changes 8 n.m. 0 Net change in cash and cash equivalents 2 (93)% 34 Cash and cash equivalents as of the beginning of the period 125 +21% 103 Cash and cash equivalents as of the end of the period 127 (7)% 137


Slide 22

53.1 13,094 51.1 43.4 42.5 Revision of Fee Structure (Excluding revisions to fee structure) 3Q25 Others
Revenues FX Rental
services Revenue Management Services Revenue Procurement
Revenue Franchising
Revenue 3Q24 adjusted Termination of Temporary
Staffing Business Deconsolidation of SNA and Kijimadaira 3Q24 (Excluding revisions to fee structure) 3Q25 Adjusted FX (Based on 3Q24) 1 Exchange Rate(Year-To-Date Ave.) 3Q2024 151.1 JPY/USD 3Q2025  148.1 JPY/USD Impact of Structural Changes (8.6) Revenue 1 decreased year-over-year due to business restructuring and franchise fee revision (MM US$) 3Q25 Revenue Trend (vs 3Q24 / Quarterly)


Slide 23

14.9 27.2 16.6 16.3 3Q24 Impact of Structural Changes on Gross Profit³ Adjusted CGS (excluding depreciation) 3Q25 FX 3Q24 adjusted Others
Revenues Salaries and Welfare Consulting and professional service fees others 3Q25 adjusted FX (Based on 3Q24) 1 EBITDA = Income from operations + Depreciation and amortization expense (Non-GAAP Financials: see p.26) 2 Exchange Rate(Year-To-Date Ave.) 3Q2024 151.1 JPY/USD 3Q2025  148.1 JPY/USD 3 Cost impact from the termination of the staffing business is estimated based on contract terms Revision of Fee Structure Adjusted Revenue Operating Expenses Stock-based compensation (10.9) EBITDA 1 declined due to the impact of franchise fee revision and increased cost of sales (MM US$) 23 3Q25 EBITDA Trend (vs 3Q24 / Quarterly)


Slide 24

13,094 Revision of Fee Structure (Excluding revisions to fee structure) 3Q25 YTD Others
Revenues FX Rental
services Revenue Management Services Revenue Procurement
Revenue Franchising
Revenue 3Q24 YTD adjusted Termination of Temporary
Staffing Business Deconsolidation of SNA and Kijimadaira 3Q24 YTD (Excluding revisions to fee structure) 3Q25 YTD Adjusted FX (Based on 3Q24) Impact of Structural Changes 161.0 144.7 134.0 131.4 (13.3) Revenue 1 decreased year-over-year (MM US$) 3Q25 Revenue Trend (vs 3Q24 / YTD) 1 Exchange Rate(Year-To-Date Ave.) 3Q2024 151.1 JPY/USD 3Q2025  148.1 JPY/USD


Slide 25

27.3 3Q24 YTD Impact of Structural Changes on Gross Profit³ Adjusted CGS (excluding depreciation) 3Q25 YTD FX 3Q24 YTD adjusted Others
Revenues Salaries and Welfare Consulting and professional service fees others 3Q25 YTD Adjusted FX (Based on 3Q24) Revision of Fee Structure (23.0) (MM US$) Adjusted Revenue Operating Expenses 68.5 78.5 56.6 55.5 Stock-based compensation EBITDA1 declined due to the impact of franchise fee revision and increased cost of sales 1 EBITDA = Income from operations + Depreciation and amortization expense (Non-GAAP Financials: see p.26) 25 3Q25 EBITDA Trend (vs 3Q24 / YTD) 2 Exchange Rate(Year-To-Date Ave.) 3Q2024 151.1 JPY/USD 3Q2025  148.1 JPY/USD 3 Cost impact from the termination of the staffing business is estimated based on contract terms


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Non-GAAP Financial Measures (MM US$) 3Q25 2Q25 3Q24 3Q25 YTD 3Q24 YTD (A) Total revenues 43 43 53 134 161 (B) Income from operations 16 15 14 55 66 (C) Depreciation and amortization expense 1 1 1 2 3 (D) =(B)+(C) EBITDA 17 15 15 57 68 (E) =(D)/(A) EBITDA Margin 38% 35% 28% 43% 43% This presentation may reference certain non-GAAP financial measures. Reconciliations of such measures to the most directly comparable GAAP measures are shown below. Reconciliation Table on Non-GAAP Financials


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Thank you SBC Medical Group Holdings Incorporated / [email protected] ICR, LLC / US Investor Contact / +1 (646) 277 1200 /[email protected]