SBC Medical Group Holdings Inc
For the period ended Sep 30, 2025. Filed Nov 14, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Nov 14, 2025
SBC$5.04+0.4%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-06-30; filed 2025-08-13.
0001641172-25-023322
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-11-14.
0001193125-25-281466
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 123 previous paragraphs and 127 current paragraphs.
60 unchanged; 44 reworded; 22 added; 17 removed; 2 previous and 1 current paragraphs rearranged.
Tables are not compared: 11 previous and 11 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (22)
Current report
The operating expenses decreased to $14,730,247 for the three months ended September 30, 2025 by $14,674,240, or 49.90%, from $29,404,487 for the same period in 2024. The decrease was mainly due to the decrease in stock-based compensation, consulting and professional service fees, and office, utility and other expenses.
Current report
Stock-based compensation was recognized as an expense for the three months ended September 30, 2024 related to warrants issued to a service provider that supported SBC’s listing process. No such expense was recognized for the three months ended September 30, 2025.
Current report
Income tax expense for the three months ended September 30, 2025 was $5,673,538 compared to $10,273,384 for the same period in 2024. The decrease in income tax expense by $4,599,846 or 44.77% was mainly due to the prior-year recognition of $12,807,455 of non-deductible stock-based compensation recognized for the three months ended September 30, 2024, while no such expense was recorded in the three months ended September 30, 2025.
Current report
The effective tax rate was 30.66% and 78.38% for the three months ended September 30, 2025 and 2024, respectively. The decrease of 47.72 percentage points was mainly due to the prior-year recognition of $12,807,455 of non-deductible stock-based compensation recognized for the three months ended September 30, 2024, while no such expense was recorded in the three months ended September 30, 2025.
Current report
Net income attributable to non-controlling interests was $8,690 for the three months ended September 30, 2025, as compared to $1,573 for the three months ended September 30, 2024.
Current report
Operating expenses for the nine months ended September 30, 2025 and 2024 were as follows:
Current report
The operating expenses decreased to $43,717,642 for the nine months ended September 30, 2025 by $12,874,450, or 22.75%, from $56,592,092 for the same period in 2024. The decrease was mainly due to the decrease in stock-based compensation and salaries and welfare, partially offset by the increase in consulting and professional service fees.
Current report
Stock-based compensation was recognized as an expense for the nine months ended September 30, 2024 related to warrants issued to a service provider that supported SBC’s listing process. No such expense was recognized for the nine months ended September 30, 2025.
Current report
Other income (expenses) for the nine months ended September 30, 2025 and 2024, were as follows:
Current report
The effective tax rate was 42.10% and 40.44% for the nine months ended September 30, 2025 and 2024, respectively.
Current report
Cash Flows for the nine months ended September 30, 2025 and 2024
Current report
During the nine months ended September 30, 2024, net cash provided by financing activities of $11,584,038 was mainly due to the proceeds from reverse recapitalization, net of transaction costs of $11.7 million.
Current report
Recent Developments
Current report
Acquisition of Waqoo, Inc. (Tender Offer and Privately Negotiated Purchases)
Current report
On November 13, 2025, the Board of Directors of the Company approved the commencement of a tender offer (the “Tender Offer”) for shares of the common stock of Waqoo, Inc. (“Waqoo”), a Japanese corporation listed on the Tokyo Stock Exchange Growth Market.
Current report
As of the date of this report, the Company owns 353,600 shares of Waqoo, representing approximately 9.49% of Waqoo’s outstanding shares. In addition, the Company’s Chief Executive Officer, Dr. Yoshiyuki Aikawa, personally holds 989,802 shares of Waqoo, representing approximately 26.58% of Waqoo’s outstanding shares.
Current report
The following transactions have been structured:
Current report
Tender Offer: The Company will conduct the Tender Offer for up to 575,000 shares of Waqoo’s common stock, at a price per share to be determined, from November 14, 2025 through December 12, 2025 (20 business days). Settlement of the Tender Offer is expected to take place on December 19, 2025. The tender offer agent will be SBI Securities Co., Ltd.; and
Current report
Off-Market Transfer: Subject to the settlement of the Tender Offer, the Company will acquire from Dr. Aikawa all 989,802 shares of Waqoo held by him pursuant to a share transfer agreement dated November 13, 2025.
Current report
Following completion of the Tender Offer and the off-market transfer, the Company intends to make Waqoo its consolidated subsidiary and Waqoo will become part of the Company’s consolidated group.
Current report
Through this transaction, the Company aims to further accelerate Waqoo’s research and development initiatives and to integrate its advanced technologies and expertise within the SBC Group. By leveraging Waqoo’s capabilities, the Group intends to enhance its offerings in clinical areas such as AGA and orthopedics, develop new treatment methods and proprietary services, and strengthen overall competitiveness.
Current report
In addition, the Company and Waqoo will jointly promote the development and implementation of skincare products informed by clinical insights, establishing a seamless framework from research to commercialization. Waqoo’s processing and research know-how is also expected to serve as a technological foundation for the Company’s international operations, supporting joint efforts toward the practical realization of regenerative medicine.
Removed paragraphs (17)
Previous report
The operating expenses increased to $15,456,385 for the three months ended June 30, 2025 by $3,327,270, or 27.43%, from $12,129,115 for the same period in 2024. The increase was mainly due to the increase in office, utility and other expenses, and consulting and professional service fees, partially offset by the decrease in salaries and welfare.
Previous report
Office, utility and other expenses increased by $2,067,034, or 28,315.53%, to $2,074,334 for the three months ended June 30, 2025 from $7,300 for the same period in 2024, mainly due to the large-scale replacement of office supplies during the quarter.
Previous report
The effective tax rate was 81.98% and 31.49% for the three months ended June 30, 2025 and 2024, respectively. The increase of 50.49 percentage points was mainly due to the deemed contribution in connection with the price modification on disposal of an aircraft to General Incorporated Association SBC, an entity controlled by the CEO of the Company, who is also the controlling shareholder of the Company, which was treated as a taxable gain under the Japanese tax law for the three months ended June 30, 2025.
Previous report
Operating expenses for the six months ended June 30, 2025 and 2024 were as follows:
Previous report
The operating expenses increased to $28,987,395 for the six months ended June 30, 2025 by $1,799,790, or 6.62%, from $27,187,605 for the same period in 2024. The increase was mainly due to the increase in office, utility and other expenses, and consulting and professional service fees, partially offset by the decrease in salaries and welfare.
Previous report
Office, utility and other expenses increased by $892,548, or 33.07%, to $3,591,521 for the six months ended June 30, 2025 from $2,698,973 for the same period in 2024, mainly due to the large-scale replacement of office supplies during the quarter.
Previous report
Other income (expenses) for the six months ended June 30, 2025 and 2024, were as follows:
Previous report
Income tax expense for the six months ended June 30, 2025 was $21,059,966 compared to $16,981,094 for the same period in 2024. The increase in income tax expense by $4,078,872 or 24.02% was mainly due to the increase of deferred tax expenses recognized and the appreciation of JPY.
Previous report
The effective tax rate was 46.81% and 31.28% for the six months ended June 30, 2025 and 2024, respectively. The increase of 15.53 percentage points was mainly due to the deemed contribution in connection with the price modification on disposal of an aircraft to General Incorporated Association SBC, an entity controlled by the CEO of the Company, who is also the controlling shareholder of the Company, which was treated as a taxable gain under the Japanese tax law for the six months ended June 30, 2025.
Previous report
Net loss attributable to non-controlling interests was $28,884 for the six months ended June 30, 2025, as compared to net income attributable to non-controlling interests of $65,381 for the six months ended June 30, 2024.
Previous report
Cash Flows for the six months ended June 30, 2025 and 2024
Previous report
During the six months ended June 30, 2024, net cash used in financing activities of $109,341 was mainly due to the repayments of long-term loans of $0.06 million.
Previous report
RecentDevelopments
Previous report
One Big Beautiful Bill Act
Previous report
On July 4, 2025, President Trump signed into law the legislation commonly referred to as the One Big Beautiful Bill Act (“OBBBA”). The OBBBA includes various provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions. The OBBBA has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. We are currently assessing its impact on our consolidated financial statements and will recognize the income tax effects in the consolidated financial statements beginning in the period in which the OBBBA was signed into law.
Previous report
Share Repurchase Program
Previous report
See PART II — OTHER INFORMATION, ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS for information regarding the Company’s share repurchase program.
Reworded paragraphs (44)
Previous wording
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Current wording
ITEM 2. MANAGEMENT’S DISCUSSION AND ANAL YSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Previous wording
Our wholly owned subsidiary, SBC Medical Group Co., Ltd., a Japan corporation (“SBC Medical Sub”, or “SBC Japan”) is designated as a “medical service corporation” in Japan. In Japan, a medical service corporation is a legal entity that provides management service to “medical corporations”. The management services are conducted through franchisor-franchisee contracts and/or service contracts between SBC Medical Sub and the medical corporations that own all 252 of the treatment centers in Japan as of June 30, 2025. These clinics provide include but are not limited to breast augmentation, liposuction, rejuvenation treatments (including treatment of wrinkles, acne, scars, cellulite, excess fat, discoloration, and signs of aging), laser skin toning and spot removal, eyes double fold surgery, rhinoplasty, treatment of osmidrosis and hyperhidrosis, hair transplants, gynecological formation treatments, laser hair removal, face line surgeries, cosmetical dental procedures, tattoo removal, lasik eye surgery, lateral canthoplasty, brow lift procedures, androgenetic alopecia treatment, and cheek sagging prevention methods. In addition, similar management services are provided to five independently operated clinics.
Current wording
Our wholly owned subsidiary, SBC Medical Group Co., Ltd., a Japan corporation (“SBC Medical Sub”, or “SBC Japan”) is designated as a “medical service corporation” in Japan. In Japan, a medical service corporation is a legal entity that provides management service to “medical corporations”. The management services are conducted through franchisor-franchisee contracts and/or service contracts between SBC Medical Sub and the medical corporations that own all 258 of the treatment centers in Japan as of September 30, 2025. These clinics provide include but are not limited to breast augmentation, liposuction, rejuvenation treatments (including treatment of wrinkles, acne, scars, cellulite, excess fat, discoloration, and signs of aging), laser skin toning and spot removal, eyes double fold surgery, rhinoplasty, treatment of osmidrosis and hyperhidrosis, hair transplants, gynecological formation treatments, laser hair removal, face line surgeries, cosmetical dental procedures, tattoo removal, lasik eye surgery, lateral canthoplasty, brow lift procedures, androgenetic alopecia treatment, and cheek sagging prevention methods. In addition, similar management services are provided to four independently operated clinics.
Previous wording
The Company’s subsidiaries have entered into franchisor-franchisee contracts and service contracts with six medical corporations, consisting of Medical Corporation Shobikai, Medical Corporation Kowakai, Medical Corporation Nasukai, Medical Corporation Aikeikai, Medical Corporation Jukeikai and Medical Corporation Ritz Cosmetic Surgery. In addition, the Company has entered into service contracts since September 2023 with two additional medical corporations, Medical Corporation Association Furinkai and Medical Corporation Association Junikai (collectively with the six franchisee medical corporations, the “Medical Corporations” or “MCs”). All of the Medical Corporations are deemed to be related parties of the Company since relatives of the CEO of the Company are the members* of general meetings of members** of the Medical Corporations. The CEO of the Company was previously a member* of the six franchisee Medical Corporations until he ceased being a member* in July 2023. The Company, through SBC Medical Sub, owns equity interests*** of the Medical Corporations (except Medical Corporation Association Furinkai and Medical Corporation Association Junikai). Although the Company, through SBC Medical Sub, has an equity interest*** to the rights to receive a distribution of residual assets in proportion to the amount of contribution in certain circumstances as provided in the Japanese Medical Care Act and in the articles of incorporation (except Medical Corporation Association Furinkai and Medical Corporation Association Junikai), the Company or SBC Medical Sub does not have voting control over the corporate actions at general meetings of members** of the Medical Corporations per the requirements of the Japanese Medical Care Act.
Current wording
The Company’s subsidiaries have entered into franchisor-franchisee contracts and service contracts with six medical corporations, consisting of Medical Corporation Shobikai, Medical Corporation Kowakai, Medical Corporation Nasukai, Medical Corporation Aikeikai, Medical Corporation Jukeikai and Medical Corporation Ritz Cosmetic Surgery. In addition, the Company has entered into service contracts since September 2023 with Medical Corporation Association Furinkai and Medical Corporation Association Junikai; and in July 2025 with Medical Corporation Misakikai and General Incorporated Association Miotokai, following the acquisition of MB Career Lounge Co., Ltd. (collectively with the six franchisee medical corporations, the “Medical Corporations and/or General Incorporated Associations” or “MCs”). All of the Medical Corporations and General Incorporated Associations are deemed to be related parties of the Company since relatives of the CEO of the Company are the members* of general meetings of members** of the Medical Corporations or General Incorporated Associations. The CEO of the Company was previously a member* of the six franchisee Medical Corporations until he ceased being a member* in July 2023. The Company, through SBC Medical Sub, owns equity interests*** of the six franchisee medical corporations. Although the Company, through SBC Medical Sub, has an equity interest*** to the rights to receive a distribution of residual assets in proportion to the amount of contribution in certain circumstances as provided in the Japanese Medical Care Act and in the articles of incorporation (except Medical Corporation Association Furinkai, Medical Corporation Association Junikai, Medical Corporation Misakikai and General Incorporated Association Miotokai), the Company or SBC Medical Sub does not have voting control over the corporate actions at general meetings of members** of the Medical Corporations or General Incorporated Associations per the requirements of the Japanese Medical Care Act.
Previous wording
For the three months ended June 30, 2025 and 2024, we generated revenues of $43,358,847 and $53,102,080, respectively, we reported net income attributable to SBC Medical Group Holdings Incorporated of $2,458,240 and $18,484,408, respectively. For the six months ended June 30, 2025 and 2024, we generated revenues of $90,687,548 and $107,910,122, respectively, we reported net income attributable to SBC Medical Group Holdings Incorporated of $23,960,686 and $37,242,160, respectively, and cash flows provided by (used in) operating activities of $(6,411,168) and $22,874,760, respectively. As of June 30, 2025, we had retained earnings of $213,423,693.
Current wording
For the three months ended September 30, 2025 and 2024, we generated revenues of $43,353,235 and $53,084,883, respectively, we reported net income attributable to SBC Medical Group Holdings Incorporated of $12,824,636 and $2,832,894, respectively. For the nine months ended September 30, 2025 and 2024, we generated revenues of $134,040,783 and $160,995,005, respectively, we reported net income attributable to SBC Medical Group Holdings Incorporated of $36,785,322 and $40,075,054, respectively, and cash flows provided by (used in) operating activities of $(27,295,426) and $27,886,231, respectively. As of September 30, 2025, we had retained earnings of $226,248,329.
Previous wording
Our primary mission is to provide quality comprehensive management services to the Medical Corporations and expand our “Shonan Beauty Clinic” brand. We plan to achieve the mission by maintaining and strengthening our market position and brand in the cosmetic medical treatment management market in Japan, Vietnam and Singapore, and by growing our presence globally.
Current wording
Our primary mission is to provide quality comprehensive management services to the MCs and expand our “Shonan Beauty Clinic” brand. We plan to achieve the mission by maintaining and strengthening our market position and brand in the cosmetic medical treatment management market in Japan, Vietnam and Singapore, and by growing our presence globally.
Previous wording
Revenues, net, decreased by 18.35% from $53,102,080 for the three months ended June 30, 2024 to $43,358,847 for the three months ended June 30, 2025.
Current wording
Revenues, net, decreased by 18.33% from $53,084,883 for the three months ended September 30, 2024 to $43,353,235 for the three months ended September 30, 2025.
Previous wording
Japanese Yen (“JPY”) against the U.S. dollar appreciated during the three months ended June 30, 2025, compared to the three months June 30, 2024. The spot rate against the dollar was 144.1650 yen on June 30, 2025 compared to 160.8680 yen on June 30, 2024 and the average rate against the dollar was 144.0297 yen for the three months ended June 30, 2025 compared to 156.0476 yen for the same period in 2024. For the three months ended June 30, 2025 and 2024, we generated net revenues of $43,358,847 (JPY6,245 million) and $53,102,080 (JPY8,286 million), respectively, we reported net income of $2,439,852 (JPY310 million) and $18,557,325 (JPY2,894 million), respectively. Overall, the favorable impacts of the period-to-period foreign exchange rate changes on net revenues and net income were $1,058,367 and $59,556, respectively, for the three months ended June 30, 2025.
Current wording
Japanese Yen (“JPY”) against the U.S. dollar appreciated during the three months ended September 30, 2025, compared to the three months ended September 30, 2024. The average rate against the dollar was 147.4096 yen for the three months ended September 30, 2025 compared to 148.9730 yen for the same period in 2024. For the three months ended September 30, 2025 and 2024, we generated net revenues of $43,353,235 (JPY6,391 million) and $53,084,883 (JPY7,908 million), respectively, we reported net income of $12,833,326 (JPY1,896 million) and $2,834,467 (JPY379 million), respectively. Overall, the favorable impacts of the period-to-period foreign exchange rate changes on net revenues and net income were $454,958 and $107,787, respectively, for the three months ended September 30, 2025.
Previous wording
The main reasons for the variance of $9,743,233 in revenues, net per revenue stream are as follows:
Current wording
The main reasons for the variance of $9,731,648 in revenues, net per revenue stream are as follows:
Previous wording
Franchising revenue for the three months ended June 30, 2025, decreased to $10,007,581 by $4,618,675, or 31.58%, from $14,626,256 for the same period in 2024. This decrease was mainly due to the revision of the fee structure for determining service fees for each clinic of MCs based on the size, scale and performance of each clinic effective as of April 1, 2025, partially offset by the appreciation of JPY.
Current wording
Franchising revenue for the three months ended September 30, 2025, decreased to $9,929,387 by $5,759,141, or 36.71%, from $15,688,528 for the same period in 2024. This decrease was mainly due to the revision of the fee structure for determining service fees for each clinic of MCs based on the size, scale and performance of each clinic effective as of April 1, 2025, partially offset by the appreciation of JPY.
Previous wording
The procurement revenue for the three months ended June 30, 2025 increased to $15,756,519 by $2,219,911, or 16.40%, from $13,536,608 for the same period in 2024. This increase was mainly due to the orders from MCs for the new types of medical materials, as well as the appreciation of JPY.
Current wording
The procurement revenue for the three months ended September 30, 2025 decreased to $13,406,905 by $4,164,394, or 23.70%, from $17,571,299 for the same period in 2024. This decrease was mainly due to a reduction in orders from MCs for the new types of medical materials, partially offset by the appreciation of JPY.
Previous wording
The management services revenue for the three months ended June 30, 2025 decreased to $5,138,578 by $11,567,019, or 69.24%, from $16,705,597 for the same period in 2024. This decrease was mainly due to (i) the discontinuation of clinic operation staff supporting services that had been provided by Shobikai Sub to MCs since the third quarter of 2024, because the Company completed the merger of Shobikai Sub with and into Lange Sub and the related business license, held by Shobikai Sub, became invalid upon the merger in January 2025, (ii) the decrease in the revenue in connection with customer rewards program offered to customers of the franchisee clinics and (iii) the revision of the fee structure for determining service fees for each clinic of MCs based on the size, scale and performance of each clinic effective as of April 1, 2025, partially offset by the appreciation of JPY.
Current wording
The management services revenue for the three months ended September 30, 2025 decreased to $9,462,183 by $2,648,581, or 21.87%, from $12,110,764 for the same period in 2024. This decrease was mainly due to (i) the discontinuation of clinic operation staff supporting services that had been provided by Shobikai Sub to MCs since the third quarter of 2024, because the Company completed the merger of Shobikai Sub with and into Lange Sub and the related business license, held by Shobikai Sub, became invalid upon the merger in January 2025, (ii) the decrease in the revenue in connection with customer rewards program offered to customers of the franchisee clinics and (iii) the revision of the fee structure for determining service fees for each clinic of MCs based on the size, scale and performance of each clinic effective as of April 1, 2025, partially offset by revenues from MB Career Lounge Co., Ltd., which was acquired in July 2025 and by the appreciation of JPY.
Previous wording
The rental services revenue for the three months ended June 30, 2025 increased to $6,851,176 by $3,398,003, or 98.40%, from $3,453,173 for the same period in 2024. This increase was mainly due to the opening of new clinics resulting in the increased demand for medical equipment from new clinics andreplacing laser hair removal equipment from existing clinics as well as the appreciation of JPY.
Current wording
The rental services revenue for the three months ended September 30, 2025 increased to $6,219,645 by $2,094,871, or 50.79%, from $4,124,774 for the same period in 2024. This increase was mainly due to the opening of new clinics resulting in the increased demand for medical equipment from new clinics and replacing laser hair removal equipment from existing clinics as well as the appreciation of JPY.
Previous wording
The other revenues for the three months ended June 30, 2025 increased to $5,604,993 by $824,547, or 17.25%, from $4,780,446 for the same period in 2024. This increase was mainly due to revenues from Aesthetic Healthcare Holdings Pte. Ltd. and its subsidiaries, which were acquired in November 2024, offset by the disposal of its subsidiaries, Kijimadairakanko Inc. and Skynet Academy Co., Ltd. in December 2024.
Current wording
The other revenues for the three months ended September 30, 2025 increased to $4,335,115 by $745,597, or 20.77%, from $3,589,518 for the same period in 2024. This increase was mainly due to revenues from Aesthetic Healthcare Holdings Pte. Ltd. and its subsidiaries, which were acquired in November 2024, offset by the disposal of its subsidiaries, Kijimadairakanko Inc. and Skynet Academy Co., Ltd. in December 2024.
Previous wording
Cost of revenues for the three months ended June 30, 2025 was $13,348,270 compared to $13,682,405 for the same period in 2024. The decrease was mainly due to the Company’s effort of the cost reduction, as well as the discontinuation of clinic operation supporting services provided by Shobikai Sub to MCs since the third quarter of 2024, and the Company then terminated the employment of the related staff. The decrease was partially offset by higher purchase costs resulting from replacing laser hair removal equipment from MCs.
Current wording
Cost of revenues for the three months ended September 30, 2025 was $12,741,748 compared to $9,845,793 for the same period in 2024. The increase was mainly due to higher purchase costs resulting from replacing laser hair removal equipment from MCs. The increase was partially offset by the discontinuation of clinic operation supporting services provided by Shobikai Sub to MCs since the third quarter of 2024, and the Company then terminated the employment of the related staff.
Previous wording
Gross profit for the three months ended June 30, 2025 was $30,010,577 compared to $39,419,675 for the same period in 2024. The decrease in gross profit by $9,409,098 or 23.87% was mainly due to the decrease in franchising revenue and management services revenue with relatively high gross margin as a result of the factors described above.
Current wording
Gross profit for the three months ended September 30, 2025 was $30,611,487 compared to $43,239,090 for the same period in 2024. The decrease in gross profit by $12,627,603 or 29.20% was mainly due to the decrease in franchising revenue, procurement revenue and management services revenue with relatively high gross margin as a result of the factors described above.
Previous wording
Consulting and professional service fees increased by $1,967,242, or 37.77%, to $7,176,118 for the six months ended June 30, 2025 from $5,208,876 for the same period in 2024, mainly due to the increase in legal, tax, and market research expenses associated with the Company’s listing.
Current wording
Consulting and professional service fees decreased by $657,027, or 12.96%, to $4,413,204 for the three months ended September 30, 2025 from $5,070,231 for the same period in 2024, mainly due to the decrease in legal, tax, and market research expenses associated with the Company’s listing.
Previous wording
In particular, the other income was $33,771 for the three months ended June 30, 2025, as compared to $306,291 for the three months ended June 30, 2024, mainly due to the decrease in the foreign exchange gain. The other expense was $1,132,465 for the three months ended June 30, 2025, as compared to $514,636 for the three months ended June 30, 2024, mainly due to the increase in the foreign exchange losses arising from intercompany loan balances between the Company and its subsidiary. Change in fair value of cryptocurrencies was $111,632 for the three months ended June 30, 2025, as compared to nil for the three months ended June 30, 2024, due to the Company purchased cryptocurrencies in the three months ended June 30, 2025 resulting in the fair value change of the cryptocurrencies during the current period.
Current wording
In particular, the other income was $2,526,035 for the three months ended September 30, 2025, as compared to $65,922 for the three months ended September 30, 2024, mainly due to the increase in an unrealized gain recognized on investment in a public entity with a readily determinable fair value - related party. The other expense was $6,564 for the three months ended September 30, 2025, as compared to $795,158 for the three months ended September 30, 2024, mainly due to a reduction of the foreign exchange losses recognized during the three months ended September 30, 2025. Change in fair value of cryptocurrencies was $34,404 for the three months ended September 30, 2025, as compared to nil for the three months ended September 30, 2024, reflecting from the fair value change of the cryptocurrencies purchased in April 2025 during the current period.
Previous wording
As a result of the foregoing, we reported a net income of $2,439,852 for the three months ended June 30, 2025, representing a decrease of $16,117,473 or 86.85% from $18,557,325 for the three months ended June 30, 2024.
Current wording
As a result of the foregoing, we reported a net income of $12,833,326 for the three months ended September 30, 2025, representing an increase of $9,998,859 or 352.76% from $2,834,467 for the three months ended September 30, 2024.
Previous wording
Comparison of Results of Operations for the Six Months Ended June 30, 2025 and 2024
Current wording
Comparison of Results of Operations for the Nine Months Ended September 30, 2025 and 2024
Previous wording
The following table summarizes our operating income as reflected in our unaudited consolidated statements of operations and comprehensive income for the six months ended June 30, 2025 and 2024, and presents information regarding amounts and percentage changes during those periods.
Current wording
The following table summarizes our operating income as reflected in our unaudited consolidated statements of operations and comprehensive income for the nine months ended September 30, 2025 and 2024, and presents information regarding amounts and percentage changes during those periods.
Previous wording
Revenues, net, decreased by 15.96% from $107,910,122 for the six months ended June 30, 2024 to $90,687,548 for the six months ended June 30, 2025.
Current wording
Revenues, net, decreased by 16.74% from $160,995,005 for the nine months ended September 30, 2024 to $134,040,783 for the nine months ended September 30, 2025.
Previous wording
Japanese Yen (“JPY”) against the U.S. dollar appreciated during the six months ended June 30, 2025, compared to the six months June 30, 2024. The spot rate against the dollar was 144.1650 yen on June 30, 2025 compared to 160.8680 yen on June 30, 2024 and the average rate against the dollar was 148.4720 yen for the six months ended June 30, 2025 compared to 152.1868 yen for the same period in 2024. For the six months ended June 30, 2025 and 2024, we generated net revenues of $90,687,548 (JPY13,465 million) and $107,910,122 (JPY16,422 million), respectively, we reported net income of $23,931,802 (JPY3,562 million) and $37,307,541 (JPY5,678 million), respectively. Overall, the favorable impacts of the period-to-period foreign exchange rate changes on net revenues and net income were $2,213,636 and $526,004, respectively, for the six months ended June 30, 2025.
Current wording
Japanese Yen (“JPY”) against the U.S. dollar appreciated during the nine months ended September 30, 2025, compared to the nine months September 30, 2024. The average rate against the dollar was 148.1284 yen for the nine months ended September 30, 2025 compared to 151.1271 yen for the same period in 2024. For the nine months ended September 30, 2025 and 2024, we generated net revenues of $134,040,783 (JPY19,855 million) and $160,995,005 (JPY24,331 million), respectively, we reported net income of $36,765,128 (JPY5,458 million) and $40,142,008 (JPY6,067 million), respectively. Overall, the favorable impacts of the period-to-period foreign exchange rate changes on net revenues and net income were $2,659,670 and $651,055, respectively, for the nine months ended September 30, 2025.
Previous wording
The main reasons for the variance of $17,222,574 in revenues, net per revenue stream are as follows:
Current wording
The main reasons for the variance of $26,954,222 in revenues, net per revenue stream are as follows:
Previous wording
Franchising revenue for the six months ended June 30, 2025 decreased to $25,726,863 by $4,009,661, or 13.48%, from $29,736,524 for the same period in 2024. This decrease was mainly due to the revision of the fee structure for determining service fees for each clinic of MCs based on the size, scale and performance of each clinic effective as of April 1, 2025, partially offset by the appreciation of JPY.
Current wording
Franchising revenue for the nine months ended September 30, 2025 decreased to $35,656,250 by $9,768,802, or 21.51%, from $45,425,052 for the same period in 2024. This decrease was mainly due to the revision of the fee structure for determining service fees for each clinic of MCs based on the size, scale and performance of each clinic effective as of April 1, 2025, partially offset by the appreciation of JPY.
Previous wording
The procurement revenue for the six months ended June 30, 2025 increased to $30,089,302 by $3,356,710, or 12.56%, from $26,732,592 for the same period in 2024. This increase was mainly due to the orders from MCs for the new types of medical materials, as well as the appreciation of JPY.
Current wording
The procurement revenue for the nine months ended September 30, 2025 decreased to $43,496,207 by $807,684, or 1.82%, from $44,303,891 for the same period in 2024. This decrease was mainly due to the decrease in the orders from MCs for the medical materials which reflected a temporary increase in procurement activities associated with the opening of multiple new clinics in the same period of the prior year.
Previous wording
The management services revenue for the six months ended June 30, 2025 decreased to $13,866,681 by $18,493,586, or 57.15%, from $32,360,267 for the same period in 2024. This decrease was mainly due to (i) the discontinuation of clinic operation staff supporting services that had been provided by Shobikai Sub to MCs since the third quarter of 2024, because the Company completed the merger of Shobikai Sub with and into Lange Sub and the related business license that was held by Shobikai Sub became invalid upon the completion of the merger in January 2025, (ii) the decrease in the revenue in connection with customer rewards program offered to customers of the franchisee clinics and (iii) the revision of the fee structure for determining service fees for each clinic of MCs based on the size, scale and performance of each clinic effective as of April 1, 2025, partially offset by the appreciation of JPY.
Current wording
The management services revenue for the nine months ended September 30, 2025 decreased to $23,328,864 by $21,142,167, or 47.54%, from $44,471,031 for the same period in 2024. This decrease was mainly due to (i) the discontinuation of clinic operation staff supporting services that had been provided by Shobikai Sub to MCs since the third quarter of 2024, because the Company completed the merger of Shobikai Sub with and into Lange Sub and the related business license that was held by Shobikai Sub became invalid upon the completion of the merger in January 2025, (ii) the decrease in the revenue in connection with customer rewards program offered to customers of the franchisee clinics and (iii) the revision of the fee structure for determining service fees for each clinic of MCs based on the size, scale and performance of each clinic effective as of April 1, 2025, partially offset by revenues from MB Career Lounge Co., Ltd., which was acquired in July 2025 and by the appreciation of JPY.
Previous wording
The rental services revenue for the six months ended June 30, 2025 increased to $12,491,690 by $5,420,576, or 76.66%, from $7,071,114 for the same period in 2024. This increase was mainly due to opening of new clinics resulting in the increased demand for medical equipment fromnew clinics and replacing laser hair removal equipment from existing clinics as well as the appreciation of JPY.
Current wording
The rental services revenue for the nine months ended September 30, 2025 increased to $18,711,335 by $7,515,447, or 67.13%, from $11,195,888 for the same period in 2024. This increase was mainly due to the opening of new clinics resulting in the increased demand for medical equipment from new clinics and replacing laser hair removal equipment from existing clinics as well as the appreciation of JPY.
Previous wording
The other revenues for the six months ended June 30, 2025 decreased to $8,513,012 by $3,496,613, or 29.12%, from $12,009,625 for the same period in 2024. This decrease was mainly due to the disposal of its subsidiaries, Kijimadairakanko Inc. and Skynet Academy Co., Ltd., in December 2024, offset by revenues from Aesthetic Healthcare Holdings Pte. Ltd. and its subsidiaries, which were acquired in November 2024.
Current wording
The other revenues for the nine months ended September 30, 2025 decreased to $12,848,127 by $2,751,016, or 17.64%, from $15,599,143 for the same period in 2024. This decrease was mainly due to the disposal of its subsidiaries, Kijimadairakanko Inc. and Skynet Academy Co., Ltd., in December 2024, offset by revenues from Aesthetic Healthcare Holdings Pte. Ltd. and its subsidiaries, which were acquired in November 2024.
Previous wording
Cost of revenues for the six months ended June 30, 2025 was $22,943,887 compared to $28,971,072 for the same period in 2024. The decrease was mainly due to the Company’s effort of the cost reduction, as well as the discontinuation of clinic operation supporting services provided by Shobikai Sub to MCs since the third quarter of 2024, and the Company then terminated the employment of the related staff. As a result, cost of revenues decreased overall, despite a partial offset from higher purchase costs resulting from replacing laser hair removal equipment from MCs.
Current wording
Cost of revenues for the nine months ended September 30, 2025 was $35,685,635 compared to $38,816,865 for the same period in 2024. The decrease was mainly due to the Company’s effort of the cost reduction, as well as the discontinuation of clinic operation supporting services provided by Shobikai Sub to MCs since the third quarter of 2024, and the Company then terminated the employment of the related staff. As a result, cost of revenues decreased overall, despite a partial offset from higher purchase costs resulting from the demand for replacing laser hair removal equipment from the MCs.
Previous wording
Gross profit for the six months ended June 30, 2025 was $67,743,661 compared to $78,939,050 for the same period in 2024. The decrease in gross profit by $11,195,389 or 14.18% was mainly due to the decrease in franchising revenue and management services revenue with relatively high gross margin as a result of the factors described above.
Current wording
Gross profit for the nine months ended September 30, 2025 was $98,355,148 compared to $122,178,140 for the same period in 2024. The decrease in gross profit by $23,822,992 or 19.50% was mainly due to the decrease in franchising revenue and management services revenue with relatively high gross margin as a result of the factors described above.
Previous wording
Salaries and welfare decreased by $1,106,930, or 14.06%, to $6,765,517 for the three months ended June 30, 2025 from $7,872,447 for the same period in 2024, mainly due to the disposal a subsidiary, Kijimadairakanko Inc. in December 2024 and the decrease for the compensation to the director and CEO of the Company.
Current wording
Salaries and welfare decreased by $1,423,159 or 6.70%, to $19,805,407 for the nine months ended September 30, 2025 from $21,228,566 for the same period in 2024, mainly due to the disposal of a subsidiary, Kijimadairakanko Inc. in December 2024 and the decrease in the compensation to the director and CEO of the Company.
Previous wording
Consulting and professional service fees increased by $1,299,921, or 50.42%, to $3,878,036 for the three months ended June 30, 2025 from $2,578,115 for the same period in 2024, mainly due to the increase in legal, tax, and market research expenses associated with the Company’s listing.
Current wording
Consulting and professional service fees increased by $1,310,215, or 12.75%, to $11,589,322 for the nine months ended September 30, 2025 from $10,279,107 for the same period in 2024, mainly due to the increase in legal, tax, and market research expenses associated with the Company’s listing.
Previous wording
Other income (expenses), net was $6,235,502 for the six months ended June 30, 2025 compared to $2,537,190 for the same period in 2024. The increase in other income (expense) by $3,698,312 or 145.76% was mainly due to a gain on redemption of life insurance policies of $8,746,138 in 2025, and the absence in 2025 of a gain on disposal of subsidiary of $3,813,609 recognized in 2024. In addition, the other income was $185,099 for the six months ended June 30, 2025, as compared to $655,972 for the six months ended June 30, 2024, mainly due to the decrease in the foreign exchange gains. The other expense was $2,829,724 for the six months ended June 30, 2025, as compared to $1,951,292 for the six months ended June 30, 2024, mainly due to the increase in the foreign exchange losses arising from intercompany loan balances between the Company and its subsidiary. Change in fair value of cryptocurrencies was $111,632 for the six months ended June 30, 2025, as compared to nil for the six months ended June 30, 2024, due to the Company purchased cryptocurrencies in the six months ended June 30, 2025, which resulted in the fair value change of the cryptocurrencies during the current period.
Current wording
Other income (expenses), net was $8,861,126 for the nine months ended September 30, 2025 compared to $1,810,438 for the same period in 2024. The increase in other income (expense) by $7,050,688 or 389.45% was mainly due to a gain on redemption of life insurance policies of $8,746,138 in 2025, offset by the gain on disposal of subsidiary of $3,813,609 recognized in the nine months ended September 30, 2024 while no such event recognized in the same period in 2025. In addition, the other income was $2,711,134 for the nine months ended September 30, 2025, as compared to $721,894 for the nine months ended September 30, 2024, mainly due to an unrealized gain recognized on investment in a public entity with a readily determinable fair value - related party. The other expense was $2,836,288 for the nine months ended September 30, 2025, as compared to $2,746,450 for the nine months ended September 30, 2024. Change in fair value of cryptocurrencies was $146,036 for the nine months ended September 30, 2025, as compared to nil for the nine months ended September 30, 2024, due to the Company purchased cryptocurrencies in the nine months ended September 30, 2025, which resulted in the fair value change of the cryptocurrencies during the current period.
Previous wording
Income tax expense for the three months ended June 30, 2025 was $11,100,509 compared to $8,529,110 for the same period in 2024. The increase in income tax expense by $2,571,399 or 30.15% was mainly due to the increase of deferred tax expenses recognized and the appreciation of JPY.
Current wording
Income tax expense for the nine months ended September 30, 2025 was $26,733,504 compared to $27,254,478 for the same period in 2024. The decrease in income tax expense by $520,974 or 1.91% was mainly due to the increase of deferred tax expenses recognized and the appreciation of JPY.
Previous wording
As a result of the foregoing, we reported a net income of $23,931,802 for the six months ended June 30, 2025, representing a decrease of $13,375,739 or 35.85% from $37,307,541 for the six months ended June 30, 2024.
Current wording
As a result of the foregoing, we reported a net income of $36,765,128 for the nine months ended September 30, 2025, representing a decrease of $3,376,880 or 8.41% from $40,142,008 for the nine months ended September 30, 2024.
Previous wording
Net loss attributable to non-controlling interests was $18,388 for the three months ended June 30, 2025, as compared to net income attributable to non-controlling interests of $72,917 for the three months ended June 30, 2024.
Current wording
Net loss attributable to non-controlling interests was $20,194 for the nine months ended September 30, 2025, as compared to net income attributable to non-controlling interests of $66,954 for the nine months ended September 30, 2024.
Previous wording
As of June 30, 2025, the Company had $152,740,882 in cash and cash equivalents compared to $125,044,092 as of December 31, 2024. In addition, the Company had $51,271,211 in accounts receivable as of June 30, 2025 compared to $30,260,113 as of December 31, 2024. The Company’s accounts receivable includes balances due from customers for the services and goods provided by the Company and accepted by customers.
Current wording
As of September 30, 2025, the Company had $127,431,318 in cash and cash equivalents compared to $125,044,092 as of December 31, 2024. In addition, the Company had $61,194,381 in accounts receivable as of September 30, 2025 compared to $30,260,113 as of December 31, 2024. The Company’s accounts receivable includes balances due from customers for the services and goods provided by the Company and accepted by customers.
Previous wording
As of June 30, 2025, the Company’s working capital balance was $180,660,427. In assessing liquidity, management monitors and analyzes the Company’s cash and cash equivalents, ability to generate sufficient future earnings, and operating and capital investment commitments. The Company believes that its current cash and cash equivalents from operations and borrowings from banks will be sufficient to meet its working capital needs for the next 12 months from the date of issuance of the unaudited financial statements included in this Quarterly Report.
Current wording
As of September 30, 2025, the Company’s working capital balance was $182,618,388. In assessing liquidity, management monitors and analyzes the Company’s cash and cash equivalents, ability to generate sufficient future earnings, and operating and capital investment commitments. The Company believes that its current cash and cash equivalents from operations and borrowings from banks will be sufficient to meet its working capital needs for the next 12 months from the date of issuance of the unaudited financial statements included in this Quarterly Report.
Previous wording
The Company evaluates its capital allocation practices with the objective of enhancing shareholder value, while considering performance, the business environment, macroeconomic conditions and other relevant factors. The Company expects to deploy capital for investment opportunities that align with its growth strategy, selectively pursuing prospects in the expanding global medical aesthetics market.
Current wording
The Company evaluates its capital allocation practices with the objective of enhancing shareholder value, while considering performance, the business environment, macroeconomic conditions and other relevant factors. The Company expects to deploy capital for investment opportunities that align with its growth strategy, selectively pursuing prospects in the expanding global medical aesthetics market. Additionally, the Company continues to evaluate alternative methods for deployment of capital, including in the form of dividends to stockholders and repurchases of shares of common stock. The actual timing, manner and value of any such options will depend on several factors, including the market price of our stock, general market and economic conditions, our liquidity requirements, applicable legal requirement and other business considerations.
Previous wording
Net cash used in operating activities was $6,411,168 for the six months ended June 30, 2025, mainly derived from net income of $23,931,802 for the period, reconciled by a gain on redemption of life insurance policies of $8,746,138 and deferred income tax expense of $7,452,983, and net changes in operating assets and liabilities, which mainly included an increase in accounts receivable - related parties of $17,039,113, an increase in finance lease receivables – related parties of $6,482,967, a decrease in customer loans receivable of $8,081,703, an increase accounts payable to related parties - current of $2,455,865, a decrease in notes and other payables - related parties of $5,031,570, a decrease in advances from customers – related parties of $2,363,891, a decrease in income tax payable of $6,030,526, and a decrease in accrued liabilities and other current liabilities of $2,508,035.
Current wording
Net cash used in operating activities was $27,295,426 for the nine months ended September 30, 2025, mainly derived from net income of $36,765,128 for the period, reconciled by a gain on redemption of life insurance policies of $8,746,138 and deferred income tax expense of $9,104,235, and net changes in operating assets and liabilities, which mainly included an increase in accounts receivable - related parties of $28,031,690, an increase in finance lease receivables – related parties of $9,227,612, a decrease in customer loans receivable of $12,153,263, a decrease in notes and other payables - related parties of $12,759,536, a decrease in advances from customers – related parties of $5,470,844, and a decrease in income tax payable of $19,936,155.
Showing the first 40 of 44 pairs. Open the source sections for the rest.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
Net Income Attributable to Non-controlling Interests
Rearranged previous paragraphs (2)
Previous report — wording carried elsewhere
Net Loss Attributable to Non-controlling Interests
Previous report — wording carried elsewhere
Salaries and welfare decreased by $1,179,029, or 8.20%, to $13,207,259 for the six months ended June 30, 2025 from $14,386,288 for the same period in 2024, mainly due to the disposal a subsidiary, Kijimadairakanko Inc. in December 2024 and the decrease for the compensation to the director and CEO of the Company.