
Abivax Announces Closing of $747.5 Million Public Offering
PARIS, France, July 28, 2025 – 10:15 p.m. (CEST) – Abivax SA (Euronext Paris: FR0012333284 – ABVX) ('Abivax' or the 'Company'), a clinical-stage biotechnology company focused on developing therapeutics that harness the body's natural regulatory mechanisms to modulate the immune response in patients with chronic inflammatory diseases, today announces the closing of its previously announced underwritten public offering of 11,679,400 American Depositary Shares ('ADSs'), each representing one ordinary share, €0.01 nominal value per share (each an 'Ordinary Share'), of the Company, in the United States (the 'Offering'), which includes the full exercise of the underwriters' option to purchase additional ADSs (the 'Underwriters' Option'). The aggregate gross proceeds, after exercise of the Underwriters' Option, amounted to approximately $747.5 million, equivalent to approximately €637.5 million1, before deduction of underwriting commissions and estimated expenses payable by the Company, and the estimated net proceeds, after deducting underwriting commissions and estimated offering expenses payable by the Company, will be approximately $700.3 million, equivalent to approximately €597.2 million1. All of the ADSs in the Offering were offered by Abivax.
The Company believes that the net proceeds from the Offering, together with its current cash and cash equivalents, will allow it to finance its operations into the fourth quarter of 2027, allowing it to reach 12 months of expected cash runway following the planned NDA submission for Ulcerative Colitis, assuming positive results from its Phase 3 maintenance trial.
Abivax's Ordinary Shares are listed on the regulated market of Euronext Paris under the symbol 'ABVX' and its ADSs are listed on the Nasdaq Global Market under the symbol 'ABVX'.
Leerink Partners, Piper Sandler & Co. and Guggenheim Securities acted as joint bookrunning managers for the Offering. LifeSci Capital acted as lead manager, with BTIG and Van Lanschot Kempen acting as co-managers for the Offering.
An automatic shelf registration statement on Form F-3 (including a prospectus) relating to the Company's securities was filed with the Securities and Exchange Commission (the 'SEC') on July 23, 2025 and became effective upon filing. The Company has also filed with the SEC a final prospectus supplement (and accompanying prospectus) relating to and describing the terms of the Offering (the 'Final Prospectus Supplement'). These documents may be obtained free of charge by visiting EDGAR on the SEC's website at www.sec.gov. Alternatively, a copy of the Final Prospectus Supplement (and accompanying prospectus) may be obtained from Leerink Partners LLC, Attention: Syndicate Department, 53 State Street, 40th Floor, Boston, MA 02109, by telephone at (800) 808-7525, ext. 6105, or by email at [email protected]; or from Piper Sandler & Co., 350 North 5th Street, Suite 1300, Minneapolis, MN 55402, Attention: Prospectus Department, by telephone at 800-747-3924 or by email at [email protected]; or from Guggenheim Securities, LLC, Attention: Equity Syndicate Department, 330 Madison Avenue, 8th Floor, New York, NY 10017, by telephone at (212) 518-9544 or by email at [email protected].
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About Abivax
Abivax is a clinical-stage biotechnology company focused on developing therapeutics that harness the body's natural regulatory mechanisms to stabilize the immune response in patients with chronic inflammatory diseases. Based in France and the United States, Abivax's lead drug candidate, obefazimod (ABX464), is in Phase 3 clinical trials for the treatment of moderately to severely active ulcerative colitis.
Contacts: Abivax Investor RelationsPatrick Malloy
[email protected]
+1 847 987 4878
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Forward-Looking Statements
This press release contains forward-looking statements, forecasts and estimates, including those relating to the Company's business and financial objectives. Words such as 'design,' 'intend,' 'expect,' 'forward,' 'future,' 'can,' 'could,' 'may,' 'might,' 'potential,' 'plan,' 'project,' 'should,' 'will' and variations of such words and similar expressions are intended to identify forward-looking statements. These forward-looking statements include statements regarding the anticipated use of net proceeds from the Offering, the period of time through which the Company anticipates its financial resources will be adequate to support its operations, timing of planned NDA submission, as well as statements concerning or implying the therapeutic potential of Abivax's drug candidates, clinical development plans, business and regulatory strategy, and anticipated future performance and other statements that are not historical fact. Although Abivax's management believes that the expectations reflected in such forward-looking statements are reasonable, investors are cautioned that forward-looking information and statements are subject to various risks, contingencies and uncertainties, many of which are difficult to predict and generally beyond the control of Abivax, that could cause actual results and developments to differ materially from those expressed in, or implied or projected by, the forward-looking information and statements. A description of these risks, contingencies and uncertainties can be found in the documents filed by the Company with the AMF pursuant to its legal obligations, including its universal registration document ( Document d'Enregistrement Universel ), and in the Company's Annual Report on Form 20-F filed with the U.S. Securities and Exchange Commission on March 24, 2025 under the caption 'Risk Factors.' These risks, contingencies and uncertainties include among other things, the uncertainties inherent in research and development, future clinical data and analysis, decisions by regulatory authorities, such as the FDA or the EMA, regarding whether and when to approve any drug candidate, as well as their decisions regarding labelling and other matters that could affect the availability or commercial potential of such product candidates and the availability of funding sufficient for the Company's foreseeable and unforeseeable operating expenses and capital expenditure requirements. Special consideration should be given to the potential hurdles of clinical and pharmaceutical development including further assessment by the Company and regulatory agencies and IRBs/ethics committees following the assessment of preclinical, pharmacokinetic, carcinogenicity, toxicity, CMC and clinical data. Furthermore, these forward-looking statements, forecasts and estimates are made only as of the date of this press release. Readers are cautioned not to place undue reliance on these forward-looking statements. Abivax disclaims any obligation to update these forward-looking statements, forecasts or estimates to reflect any subsequent changes that the Company becomes aware of, except as required by law. Information about pharmaceutical products (including products currently in development) that is included in this press release is not intended to constitute an advertisement. This press release does not give and should not be treated as giving investment advice. It has no connection with the investment objectives, financial situation or specific needs of any recipient. It should not be regarded by recipients as a substitute for exercise of their own judgment. All opinions expressed herein are subject to change without notice.
Disclaimers
This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities of the Company, nor shall there be any sale of such securities, in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
The distribution of this press release may be subject to legal or regulatory restrictions in certain jurisdictions. Any person who comes into possession of this press release must inform him or herself of and comply with any such restrictions.
This announcement is not a prospectus within the meaning of the Prospectus Regulation.
In relation to each member state of the European Economic Area (each, a 'Relevant Member State'), an offer of the securities referred to herein is not being made and will not be made to the public in that Relevant Member State, other than (i) to any legal entity which is a qualified investor as defined in the Prospectus Regulation, (ii) to fewer than 150 natural or legal persons per Relevant Member State; or (iii) in any other circumstances falling within Article 1(4) of the Prospectus Regulation; provided that no such offer of the securities referred to herein shall require the Company to publish a prospectus pursuant to Article 3 of the Prospectus Regulation. For the purposes of the above, the expression an 'offer to the public' in any Relevant Member State shall have the meaning ascribed to it in Article 2(d) of the Prospectus Regulation.
This communication is being distributed only to, and is directed only at (a) persons outside the United Kingdom, (b) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the 'Order'), and (c) high net worth entities, and other persons to whom it may otherwise lawfully be communicated, falling within Article 49(2) of the Order (all such persons together being referred to as 'relevant persons'). Any investment or investment activity to which this communication relates is available only to relevant persons and will be engaged in only with relevant persons. Any person who is not a relevant person should not act or rely on this communication or any of its contents.
Solely for the purposes of each manufacturer's product approval process, the target market assessment in respect of the securities offered in the Offering has led to the conclusion in relation to the type of clients criteria only that: (i) the type of clients to whom the securities are targeted is eligible counterparties and professional clients only, each as defined in Directive 2014/65/EU, as amended ('MiFID II'); and (ii) all channels for distribution of the securities offered in the Offering to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Ordinary Shares (a 'distributor') should take into consideration the manufacturers' type of clients assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Ordinary Shares offered in the Offering (by either adopting or refining the manufacturers' type of clients assessment) and determining appropriate distribution channels.
This press release has been prepared in both French and English. In the event of any discrepancies between the two versions of the press release, the French language version shall prevail.
1 Based on an exchange rate of €1.00 = $1.1726 as published by the European Central Bank on July 23, 2025.
Disclaimer: The above press release comes to you under an arrangement with GlobeNewswire. Business Upturn takes no editorial responsibility for the same.
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Madison Square Garden Entertainment Corp. Reports Fiscal 2025 Fourth Quarter and Full Year Results
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We see this momentum continuing in fiscal 2026, and believe we are well positioned to drive solid revenue and adjusted operating income growth in the year ahead.' Results for the Three and Twelve Months Ended June 30, 2025 and 2024: Note: Amounts may not foot due to rounding. NM — Absolute percentages greater than 200% and comparisons from positive to negative values or to zero values are considered not meaningful. (1) See page 4 of this earnings release for the definition of adjusted operating income (loss) included in the discussion of non-GAAP financial measures. Expand Entertainment Offerings, Arena License Fees and Other Leasing Fiscal 2025 fourth quarter revenues from entertainment offerings of $118.7 million decreased $24.1 million, or 17%, as compared to the prior year quarter, primarily due to lower event-related revenues and a decrease in revenues subject to the sharing of economics with Madison Square Garden Sports Corp. ("MSG Sports") pursuant to the Arena License Agreements. Event-related revenues decreased $21.6 million, primarily due to lower revenues from concerts, partially offset by higher revenues from other live entertainment and sporting events held at the Company's venues. The decrease in revenues from concerts primarily reflects a decrease in the number of concerts at the Madison Square Garden Arena ("The Garden") and lower per-concert revenues, primarily due to a shift in the mix of events at The Garden from promoted events to rentals, partially offset by an increase in the number of concerts at the Company's theaters, all as compared to the prior year quarter. The increase in revenues from other live entertainment and sporting events primarily reflects higher per-event revenues. 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This was partially offset by higher expenses for other live entertainment and sporting events as compared to the prior year quarter. Expenses associated with the sharing of economics with MSG Sports pursuant to the Arena License Agreements decreased $1.8 million, reflecting a proportional decrease in contractual revenue sharing as a result of the decrease in suite license fee revenues. Food, Beverage and Merchandise Fiscal 2025 fourth quarter food, beverage and merchandise revenues of $26.4 million decreased $8.3 million, or 24%, as compared to the prior year quarter. This decrease was primarily due to (i) lower food and beverage sales at Knicks and Rangers games, primarily due to fewer games played at The Garden as compared to the prior year quarter, partially offset by higher per-event revenues, and (ii) lower food and beverage sales at concerts, primarily due to a decrease in the number of concerts at The Garden, partially offset by an increase in the number of concerts at the Company's theaters, both as compared to the prior year quarter. Fiscal 2025 fourth quarter food, beverage and merchandise direct operating expenses of $16.5 million decreased $6.2 million, or 27%, as compared to the prior year quarter, primarily due to lower food and beverage costs at concerts at the Company's venues and lower food and beverage costs at Knicks and Rangers games at The Garden. Selling, General and Administrative Expenses Fiscal 2025 fourth quarter selling, general and administrative expenses of $59.9 million increased $4.1 million, or 7%, as compared with the prior year quarter. This increase was primarily due to higher employee compensation and related benefits, partially offset by lower rent expense and other net cost decreases. Operating Loss and Adjusted Operating (Loss) Income Fiscal 2025 fourth quarter operating loss of $25.8 million increased $16.9 million and adjusted operating income decreased $14.4 million to an adjusted operating loss of $1.3 million, both as compared to the prior year quarter, primarily due to the decrease in revenues and, to a lesser extent, higher selling, general and administrative expenses, partially offset by lower direct operating expenses. About Madison Square Garden Entertainment Corp. Madison Square Garden Entertainment Corp. (MSG Entertainment) is a leader in live entertainment, delivering unforgettable experiences while forging deep connections with diverse and passionate audiences. The Company's portfolio includes a collection of world-renowned venues – New York's Madison Square Garden, The Theater at Madison Square Garden, Radio City Music Hall, and Beacon Theatre; and The Chicago Theatre – that showcase a broad array of sporting events, concerts, family shows, and special events for millions of guests annually. In addition, the Company features the original production, the Christmas Spectacular Starring the Radio City Rockettes, which has been a holiday tradition for more than 90 years. 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Adjusted operating income (loss) and similar measures with similar titles are common performance measures used by investors and analysts to analyze our performance. Internally, we use revenues and adjusted operating income (loss) as the most important indicators of our business performance, and evaluate management's effectiveness with specific reference to these indicators. Adjusted operating income (loss) should be viewed as a supplement to and not a substitute for operating income (loss), net income (loss), cash flows from operating activities, and other measures of performance and/or liquidity presented in accordance with GAAP. Since adjusted operating income (loss) is not a measure of performance calculated in accordance with GAAP, this measure may not be comparable to similar measures with similar titles used by other companies. For a reconciliation of operating income (loss) to adjusted operating income (loss), please see page 5 of this release. Forward-Looking Statements This press release may contain statements that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Investors are cautioned that any such forward-looking statements are not guarantees of future performance or results and involve risks and uncertainties, and that actual results, developments or events may differ materially from those in the forward-looking statements as a result of various factors, including financial community perceptions of the Company and its business, operations, financial condition and the industries in which it operates and the factors described in the Company's filings with the Securities and Exchange Commission, including the sections titled 'Risk Factors' and 'Management's Discussion and Analysis of Financial Condition and Results of Operations' contained therein. The Company disclaims any obligation to update any forward-looking statements contained herein. Conference Call Information: ADJUSTMENTS TO RECONCILE OPERATING INCOME (LOSS) TO ADJUSTED OPERATING INCOME (LOSS) (in thousands) (Unaudited) The following is a description of the adjustments to operating (loss) income in arriving at adjusted operating (loss) income as described in this earnings release: Depreciation and amortization. This adjustment eliminates depreciation and amortization of property and equipment and intangible assets. Impairment of long-lived assets. This adjustment eliminates the impairment of long-lived assets, including right of use assets and related lease costs. Share-based compensation. This adjustment eliminates the compensation expense relating to restricted stock units, performance stock units and stock options granted to employees and non-employee directors. Restructuring charges. This adjustment eliminates costs related to termination benefits provided to certain corporate executives and employees. Merger, spin-off, and acquisition-related costs. This adjustment eliminates costs related to mergers, spin-offs and acquisitions, including merger-related litigation expenses. Amortization for capitalized cloud computing arrangement costs. This adjustment eliminates amortization of capitalized cloud computing arrangement costs. Remeasurement of deferred compensation plan liabilities. This adjustment eliminates the impact of gains and losses related to the remeasurement of liabilities under the executive deferred compensation plan. CONSOLIDATED BALANCE SHEETS (unaudited) (in thousands) June 30, 2025 2024 ASSETS Current Assets: Cash, cash equivalents and restricted cash $ 43,538 $ 33,555 Accounts receivable, net 66,781 77,259 Related party receivables, current 22,487 17,469 Prepaid expenses and other current assets 104,326 90,801 Total current assets 237,132 219,084 Non-Current Assets: Property and equipment, net 621,075 633,533 Right-of-use lease assets 484,544 388,658 Goodwill 69,041 69,041 Indefinite-lived intangible assets 63,801 63,801 Deferred tax assets, net 54,072 68,307 Other non-current assets 140,177 110,283 Total assets $ 1,669,842 $ 1,552,707 LIABILITIES AND DEFICIT Current Liabilities: Accounts payable, accrued and other current liabilities $ 184,360 $ 203,750 Related party payables, current 23,830 42,506 Long-term debt, current 30,469 16,250 Operating lease liabilities, current 35,100 27,736 Deferred revenue 228,642 215,581 Total current liabilities 502,401 505,823 Non-Current Liabilities: Long-term debt, net of deferred financing costs 568,780 599,248 Operating lease liabilities, non-current 566,484 427,014 Other non-current liabilities 45,477 43,787 Total liabilities 1,683,142 1,575,872 Commitments and contingencies Deficit: Class A Common Stock (a) 461 456 Class B Common Stock (b) 69 69 Additional paid-in capital 44,843 33,481 Treasury stock at cost (5,483 and 4,365 shares as of June 30, 2025 and June 30, 2024, respectively) (180,204 ) (140,512 ) Retained earnings 153,034 115,603 Accumulated other comprehensive loss (31,503 ) (32,262 ) Total deficit (13,300 ) (23,165 ) Total liabilities and deficit $ 1,669,842 $ 1,552,707 Expand ______________________ (a) Class A Common Stock, $0.01 par value per share, 120,000 shares authorized; 46,076 and 45,556 shares issued as of June 30, 2025 and June 30, 2024, respectively. (b) Class B Common Stock, $0.01 par value per share, 30,000 shares authorized; 6,867 shares issued as of June 30, 2025 and June 30, 2024. Expand SELECTED CASH FLOW INFORMATION (in thousands) (Unaudited) Twelve Months Ended June 30, 2025 2024 Net cash provided by operating activities $ 115,297 $ 111,266 Net cash used in investing activities (23,693 ) (62,371 ) Net cash used in financing activities (81,621 ) (99,695 ) Net increase (decrease) in cash, cash equivalents and restricted cash 9,983 (50,800 ) Cash, cash equivalents and restricted cash, beginning of period 33,555 84,355 Cash, cash equivalents and restricted cash, end of period $ 43,538 $ 33,555 Expand


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Performance Food Group Company Reports Fourth-Quarter and Full-Year Fiscal 2025 Results
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In fiscal 2025, PFG delivered free cash flow of $704.1 millioncompared to free cash flow of $767.4 million in the prior year period. 1 Share Repurchase Program In November 2022, the Board of Directors of the Company authorized a share repurchase program for up to $300 million of the Company's outstanding common stock. During the three months ended June 28, 2025, the Company repurchased and subsequently retired 0.2 million shares of common stock, for a total of $13.4 million or an average cost of $75.39 per share. During the fiscal year ended June 28, 2025, the Company repurchased and subsequently retired 0.8 million shares of common stock, for a total of $57.6 million or an average cost of $75.53 per share. On May 27, 2025, the Board of Directors authorized a new share repurchase program for up to $500 million of the Company's outstanding common stock. This authorization replaces the previously authorized $300 million share repurchase program. The new share repurchase program has an expiration date of May 27, 2029 and may be amended, suspended, or discontinued at any time at the Board of Directors' discretion, subject to compliance with applicable laws. As of June 28, 2025, there remains $500 million available for additional share repurchases. Fourth-Quarter Fiscal 2025 Segment Results Foodservice Fourth-quarter fiscal 2025 net sales for Foodservice increased 20.0% to $9.2 billion compared to the prior year period. The increase in net sales was driven by recent acquisitions, including the acquisition of Cheney Brothers, case volume growth, including growth in our independent and Chain business, and an increase in selling price per case as a result of inflation. Total case growth for Foodservice was 17.4% in the fourth quarter of fiscal 2025 compared to the prior year period. New account growth and increased penetration coupled with recent acquisitions resulted in total independent case growth of 20.4% for the fourth quarter of fiscal 2025 compared to the prior year period. Organic independent case growth was 5.9% in the fourth quarter of fiscal 2025 compared to the prior year period. For the fourth quarter of fiscal 2025, independent sales as a percentage of total Foodservice sales were 41.3%. Fourth-quarter fiscal 2025 Adjusted EBITDA for Foodservice increased 26.3% to $386.9 million compared to the prior year period. The increase was the result of an increase in gross profit, partially offset by an increase in operating expenses for the fourth quarter of fiscal 2025 compared to the prior year period. Gross profit contributing to Foodservice's Adjusted EBITDA increased 24.9% driven by recent acquisitions, growth in cases sold, including more Performance Brands products sold to our independent customers, and a favorable shift in the mix of cases sold. Operating expenses impacting Foodservice's Adjusted EBITDA increased 24.4% primarily as a result of recent acquisitions, and an increase in personnel expenses compared to the prior year period. Convenience Fourth-quarter fiscal 2025 net sales for Convenience increased 2.8% to $6.4 billion compared to the prior year period. The increase in net sales for Convenience was driven by higher selling prices per case due to continued inflation, an acquisition completed in the fourth quarter of fiscal 2025, and organic case volume growth of 0.6% in the fourth quarter compared to the prior year period. Fourth-quarter fiscal 2025 Adjusted EBITDA for Convenience increased 4.8% to $120.0 million compared to the prior year period. This increase was a result of an increase in gross profit, partially offset by an increase in operating expenses. Gross profit contributing to Convenience's Adjusted EBITDA increased 3.4% for the fourth quarter of fiscal 2025 compared to the prior year period primarily driven by inventory holding gains, an acquisition completed in the fourth quarter of fiscal 2025, and a favorable shift in the mix of cases sold, partially offset by prior year releases of aged accruals. Operating expenses impacting Convenience's Adjusted EBITDA increased 2.4% in the fourth quarter of fiscal 2025 compared to the prior year period primarily as a result of an increase in personnel expenses and an acquisition completed in the fourth quarter of fiscal 2025, partially offset by a decrease in fuel expense primarily due to lower fuel prices compared to the prior year period. Specialty For the fourth quarter of fiscal 2025, net sales for Specialty increased 4.1% to $1.3 billion compared to the prior year period. This increase was primarily driven by growth in the vending, office coffee, value, and retail channels in the fourth quarter of fiscal 2025 compared to the prior year period. Total case volume growth for Specialty for the fourth quarter of fiscal 2025 was 4.2% compared to the prior year period. Fourth-quarter fiscal 2025 Adjusted EBITDA for Specialty increased 9.0% to $93.2 million compared to the prior year period. This increase was a result of an increase in gross profit, slightly offset by an increase in operating expenses. The 3.7% increase in gross profit contributing to Specialty's Adjusted EBITDA was primarily driven by sales growth and inventory holding gains, and a favorable shift in the mix of cases sold. Operating expenses impacting Specialty's Adjusted EBITDA increased 0.3% primarily due to an increase in variable expense growth in small parcel fulfillment, partially offset by a reduction in lease expense as the segment has transitioned to finance leases for fleet equipment, a decrease in fuel expense, and recovery of bad debt in the fourth quarter of fiscal 2025 compared to the prior year period. Fiscal 2026 Outlook For the first quarter of fiscal 2026, PFG expects net sales to be in a range of approximately $16.6 billion to $16.9 billion. For the first quarter of fiscal 2026, PFG expects Adjusted EBITDA to be in a range of approximately $465 million to $485 million. For the full fiscal year 2026, PFG expects net sales to be in a range of approximately $67 billion to $68 billion. For the full fiscal year 2026, PFG expects Adjusted EBITDA to be in a range of approximately $1.9 billion to $2.0 billion. PFG's Adjusted EBITDA outlook excludes the impact of certain income and expense items that management believes are not part of underlying operations. These items may include, but are not limited to, losses on early extinguishments of debt, restructuring charges, certain tax items, and charges associated with non-recurring professional and legal fees associated with acquisitions. PFG's management cannot estimate on a forward-looking basis the impact of these income and expense items on its reported net income, which could be significant, are difficult to predict, and may be highly variable. As a result, PFG does not provide a reconciliation to the closest corresponding GAAP financial measure for its Adjusted EBITDA outlook. Please see the 'Forward-Looking Statements' section of this release for a discussion of certain risks to PFG's outlook. Conference Call As previously announced, a conference call with the investment community and news media will be webcast today, August 13, 2025, at 9:00 a.m. Eastern Time. Access to the webcast is available at About Performance Food Group Company Performance Food Group is an industry leader and one of the largest food and foodservice distribution companies in North America with more than 150 locations. Founded and headquartered in Richmond, Virginia, PFG and our family of companies market and deliver quality food and related products to over 300,000 locations including independent and chain restaurants; businesses, schools and healthcare facilities; vending and office coffee service distributors; and big box retailers, theaters and convenience stores. PFG's success as a Fortune 100 company is achieved through our approximately 43,000 dedicated associates committed to building strong relationships with the valued customers, suppliers and communities we serve. To learn more about PFG, visit Forward-Looking Statements This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements include, but are not limited to, statements related to our expectations regarding the performance of our business, our financial results, our liquidity and capital resources, and integration of our acquisition of Cheney Bros., Inc. (the 'Cheney Brothers Acquisition') and other nonhistorical statements. You can identify these forward-looking statements by the use of words such as 'outlook,' 'believes,' 'expects,' 'potential,' 'continues,' 'may,' 'will,' 'should,' 'could,' 'seeks,' 'projects,' 'predicts,' 'intends,' 'plans,' 'estimates,' 'anticipates' or the negative version of these words or other comparable words. Such forward-looking statements are subject to various risks and uncertainties. The following factors, in addition to those discussed under the section entitled Item 1A. Risk Factors in PFG's Annual Report on Form 10-K for the fiscal year ended June 29, 2024 filed with the Securities and Exchange Commission (the 'SEC') on August 14, 2024, as such factors may be updated from time to time in our periodic filings with the SEC, which are accessible on the SEC's website at could cause actual future results to differ materially from those expressed in any forward-looking statements: costs and risks associated with a potential cybersecurity incident or other technology disruption; our reliance on technology and risks associated with disruption or delay in implementation of new technology, including artificial intelligence; economic factors, including inflation or other adverse changes such as a downturn in economic conditions, geopolitical events, tariff increases, or a public health crisis, negatively affecting consumer confidence and discretionary spending; our reliance on third-party suppliers; labor relations and cost risks and availability of qualified labor; competition in our industry is intense, and we may not be able to compete successfully; we operate in a low margin industry, which could increase the volatility of our results of operations; we may not realize anticipated benefits from our operating cost reduction and productivity improvement efforts; our profitability is directly affected by cost inflation and deflation, commodity volatility, and other factors; we do not have long-term contracts with certain customers; group purchasing organizations may become more active in our industry and increase their efforts to add our customers as members of these organizations; changes in eating habits of consumers; extreme weather conditions, including hurricane, earthquake and natural disaster damage and extreme heat or cold; volatility of fuel and other transportation costs; our inability to adjust cost structure where one or more of our competitors successfully implement lower costs; our inability to increase our sales in the highest margin portion of our business; changes in pricing practices of our suppliers; our growth and innovation strategy may not achieve the anticipated results; risks relating to acquisitions, including the risk that we are not able to realize benefits of acquisitions or successfully integrate the businesses we acquire or that we incur significant integration costs; a portion of our sales volume is dependent upon the distribution of cigarettes and other tobacco products, sales of which are generally declining; negative media exposure and other events that damage our reputation; impact of uncollectibility of accounts receivable; the cost and adequacy of insurance coverage and increases in the number or severity of insurance and claims expenses; the potential impacts of shareholder activists or potential bidders; the integration of artificial intelligence into our processes; environmental, health, and safety costs, including compliance with current and future environmental laws and regulations relating to carbon emissions and climate change and related legal or market measures; our inability to comply with requirements imposed by applicable law or government regulations, including increased regulation of e-vapor products and other alternative nicotine products; increase in excise taxes or reduction in credit terms by taxing jurisdictions; the potential impact of product recalls and product liability claims relating to the products we distribute and other litigation; adverse judgments or settlements or unexpected outcomes in legal proceedings; risks relating to our outstanding indebtedness, including the impact of interest rate increases on our variable rate debt; our ability to raise additional capital on commercially reasonable terms or at all; and the possibility that the expected synergies and other benefits from the Cheney Brothers Acquisition will not be realized or will not be realized within the expected time period. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this release and in our filings with the SEC. Any forward-looking statement, including any contained herein, speaks only as of the time of this release or as of the date they were made and we do not undertake to update or revise them as more information becomes available or to disclose any facts, events, or circumstances after the date of this release or our statement, as applicable, that may affect the accuracy of any forward-looking statement, except as required by law. PERFORMANCE FOOD GROUP COMPANY CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (In millions) As of June 28, 2025 As of June 29, 2024 ASSETS Current assets: Cash $ 78.5 $ 20.0 Accounts receivable, less allowances of $69.0 and $55.2 2,833.0 2,478.9 Inventories, net 3,887.7 3,314.7 Income taxes receivable 96.2 71.6 Prepaid expenses and other current assets 239.7 268.1 Total current assets 7,135.1 6,153.3 Goodwill 3,480.1 2,418.3 Other intangible assets, net 1,688.5 971.1 Property, plant and equipment, net 4,458.7 2,788.5 Operating lease right-of-use assets 933.8 875.5 Other assets 185.0 186.2 Total assets $ 17,881.2 $ 13,392.9 LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Trade accounts payable and outstanding checks in excess of deposits $ 3,165.3 $ 2,594.4 Accrued expenses and other current liabilities 1,025.9 908.3 Finance lease obligations—current installments 221.9 147.2 Operating lease obligations—current installments 104.5 108.2 Total current liabilities 4,517.6 3,758.1 Long-term debt 5,388.8 3,198.5 Deferred income tax liability, net 887.1 497.9 Finance lease obligations, excluding current installments 1,379.9 703.2 Operating lease obligations, excluding current installments 900.7 819.3 Other long-term liabilities 334.7 289.0 Total liabilities 13,408.8 9,266.0 Total shareholders' equity 4,472.4 4,126.9 Total liabilities and shareholders' equity $ 17,881.2 $ 13,392.9 Expand PERFORMANCE FOOD GROUP COMPANY CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (In millions) Fiscal Year Ended June 28, 2025 Fiscal Year Ended June 29, 2024 Cash flows from operating activities: Net income $ 340.2 $ 435.9 Adjustments to reconcile net income to net cash provided by operating activities Depreciation and intangible asset amortization 717.9 556.7 Provision for losses on accounts receivables 22.7 19.8 Change in LIFO Reserve 88.1 62.3 Other non-cash activities 61.9 57.5 Changes in operating assets and liabilities, net: Accounts receivable (151.9 ) (81.1 ) Inventories (337.9 ) 37.7 Income taxes receivable (17.5 ) (29.9 ) Prepaid expenses and other assets 56.6 (95.8 ) Trade accounts payable and outstanding checks in excess of deposits 372.7 124.0 Accrued expenses and other liabilities 57.3 75.9 Net cash provided by operating activities 1,210.1 1,163.0 Cash flows from investing activities: Purchases of property, plant and equipment (506.0 ) (395.6 ) Net cash paid for acquisitions (2,596.4 ) (307.7 ) Proceeds from sale of property, plant and equipment and other 13.4 20.6 Net cash used in investing activities (3,089.0 ) (682.7 ) Cash flows from financing activities: Net borrowings under ABL Facility 1,194.2 6.8 Repayment of Notes due 2025 (275.0 ) Borrowing of Notes due 2032 1,000.0 — Cash paid for debt issuance, extinguishment and modifications (34.2 ) — Payments under finance lease obligations (188.0 ) (122.2 ) Net cash paid for acquisitions (1.5 ) — Proceeds from exercise of stock options and employee stock purchase plan 43.8 17.7 Cash paid for shares withheld to cover taxes (18.8 ) (21.5 ) Repurchases of common stock (57.6 ) (78.1 ) Other financing activities — (0.3 ) Net cash provided by (used in) financing activities 1,937.9 (472.6 ) Net increase in cash and restricted cash 59.0 7.7 Cash and restricted cash, beginning of period 27.7 20.0 Cash and restricted cash, end of period $ 86.7 $ 27.7 Expand The following table provides a reconciliation of cash and restricted cash reported within the condensed consolidated balance sheets that sum to the total of the same such amounts shown in the condensed consolidated statements of cash flows: (In millions) As of June 28, 2025 As of June 29, 2024 Cash $ 78.5 $ 20.0 Restricted cash (1) 8.2 7.7 Total cash and restricted cash $ 86.7 $ 27.7 Expand (1) Restricted cash is reported within other assets and represents the amounts required by insurers to collateralize a part of the deductibles for the Company's workers' compensation and liability claims. Expand Supplemental disclosures of cash flow information are as follows: Statement Regarding Non-GAAP Financial Measures This earnings release and the accompanying financial statement tables include several financial measures that are not calculated in accordance with GAAP, including Adjusted EBITDA, Adjusted Diluted EPS, and Free Cash Flow. Such measures are not recognized terms under GAAP, should not be considered in isolation or as a substitute for measures prepared in accordance with GAAP, and are not indicative of net income as determined under GAAP. Adjusted EBITDA, Adjusted Diluted EPS, Free Cash Flow, and other non-GAAP financial measures have limitations that should be considered before using these measures to evaluate PFG's liquidity or financial performance. Adjusted EBITDA, Adjusted Diluted EPS, and Free Cash Flow, as presented, may not be comparable to similarly titled measures of other companies because of varying methods of calculation. PFG uses Adjusted EBITDA to evaluate the performance of its business on a consistent basis over time and for business planning purposes. In addition, targets based on Adjusted EBITDA are among the measures we use to evaluate our management's performance for purposes of determining their compensation under our incentive plans. PFG believes that the presentation of Adjusted EBITDA enhances an investor's understanding of PFG's performance. PFG believes this measure is a useful metric to assess PFG's operating performance from period to period by excluding certain items that PFG believes are not representative of PFG's core business. Management measures operating performance based on our Adjusted EBITDA, defined as net income before interest expense, interest income, income and franchise taxes, and depreciation and amortization, further adjusted to exclude certain items we do not consider part of our core operating results. Such adjustments include certain unusual, non-cash, non-recurring, cost reduction and other adjustment items outside of the ordinary course of the Company's operations and not indicative of ongoing performance as permitted in calculating covenant compliance under PFG's $5.0 billion secured credit facility (the 'ABL Facility') and indentures governing its outstanding notes (other than certain pro forma adjustments permitted under our ABL Facility and indentures relating to the Adjusted EBITDA contribution of acquired entities or businesses prior to the acquisition date). Under our ABL Facility and indentures, PFG's ability to engage in certain activities such as incurring certain additional indebtedness, making certain investments, and making restricted payments is tied to ratios based on Adjusted EBITDA (as defined in the ABL Facility and indentures). Management also uses Adjusted Diluted EPS, which is calculated by adjusting the most directly comparable GAAP financial measure by excluding the same items excluded in PFG's calculation of Adjusted EBITDA, as well as amortization of intangible assets, to the extent that each such item was included in the applicable GAAP financial measure. For business combinations, the Company generally allocates a portion of the purchase price to intangible assets and such intangible assets contribute to revenue generation. The amount of the allocation is based on estimates and assumptions made by management and is subject to amortization over the useful lives of the intangible assets. The amount of the purchase price from an acquisition allocated to intangible assets and the term of its related amortization can vary significantly and are unique to each acquisition, and thus the Company does not believe it is reflective of ongoing operations. Intangible asset amortization excluded from Adjusted Diluted EPS represents the entire amount recorded within the Company's GAAP financial statements; whereas, the revenue generated by the associated intangible assets has not been excluded from Adjusted Diluted EPS. Intangible asset amortization is excluded from Adjusted Diluted EPS because the amortization, unlike the related revenue, is not affected by operations of any particular period unless an intangible asset becomes impaired, or the estimated useful life of an intangible asset is revised. Management also uses Free Cash Flow, which is defined as net cash provided by operating activities less capital expenditures (purchases of property, plant, and equipment). PFG also believes that the presentation of Free Cash Flow enhances an investor's understanding of PFG's ability to make strategic investments and manage debt levels. PFG believes that the presentation of Adjusted EBITDA, Adjusted Diluted EPS, and Free Cash Flow is useful to investors because these metrics provide insight into underlying business trends and year-over-year results and are frequently used by securities analysts, investors, and other interested parties in their evaluation of the operating performance of companies in PFG's industry. The following tables include a reconciliation of non-GAAP financial measures to the applicable most comparable GAAP financial measures. Three Months Ended (In millions, except per share data) June 28, 2025 June 29, 2024 Change % Net income (GAAP) $ 131.5 $ 166.5 $ (35.0 ) (21.0 ) Interest expense, net 94.5 57.6 36.9 64.1 Income tax expense 45.2 58.5 (13.3 ) (22.7 ) Depreciation 126.2 94.4 31.8 33.7 Amortization of intangible assets 69.4 50.4 19.0 37.7 Change in LIFO reserve (A) 49.2 11.8 37.4 316.9 Stock-based compensation expense 12.2 10.2 2.0 19.6 (Gain) loss on fuel derivatives (0.2 ) 0.5 (0.7 ) (140.0 ) Acquisition, integration & reorganization expenses (B) 11.6 4.6 7.0 152.2 Other adjustments (C) 7.3 1.7 5.6 329.4 Adjusted EBITDA (Non-GAAP) $ 546.9 $ 456.2 $ 90.7 19.9 Diluted earnings per share (GAAP) $ 0.84 $ 1.07 $ (0.23 ) (21.5 ) Impact of amortization of intangible assets 0.44 0.32 0.12 37.5 Impact of change in LIFO reserve 0.31 0.08 0.23 287.5 Impact of stock-based compensation expense 0.08 0.07 0.01 14.3 Impact of (gain) loss on fuel derivatives — — — — Impact of acquisition, integration & reorganization charges 0.07 0.03 0.04 133.3 Impact of other adjustment items 0.05 0.01 0.04 400.0 Tax impact of above adjustments (0.24 ) (0.13 ) (0.11 ) (84.6 ) Adjusted Diluted Earnings per Share (Non-GAAP) $ 1.55 $ 1.45 $ 0.10 6.9 Expand A. Includes increases in the LIFO inventory reserve of $5.6 million for Foodservice and $43.6 million for Convenience for the fourth quarter of fiscal 2025 compared to an increase of $4.4 million for Foodservice and an increase of $7.4 million for Convenience for the fourth quarter of fiscal 2024. B. Includes professional fees and other costs related to in-progress, completed, and abandoned acquisitions, costs of integrating certain of our facilities, and facility closing costs. C. Includes amounts related to favorable and unfavorable leases, litigation-related accruals, severance, franchise tax expense, insurance proceeds due to hurricane and other weather related events, foreign currency transaction gains and losses, gains and losses on disposals of fixed assets, and other adjustments permitted by our ABL Facility. Expand PERFORMANCE FOOD GROUP COMPANY Non-GAAP Reconciliation (Unaudited) Fiscal Year Ended (In millions, except per share data) June 28, 2025 June 29, 2024 Change % Net income (GAAP) $ 340.2 $ 435.9 $ (95.7 ) (22.0 ) Interest expense, net 358.4 232.2 126.2 54.3 Income tax expense 118.6 160.9 (42.3 ) (26.3 ) Depreciation 455.3 355.2 100.1 28.2 Amortization of intangible assets 262.6 201.5 61.1 30.3 Change in LIFO reserve (A) 88.1 62.3 25.8 41.4 Stock-based compensation expense 47.8 41.9 5.9 14.1 Loss (gain) on fuel derivatives 0.2 (1.8 ) 2.0 111.1 Acquisition, integration & reorganization expenses (B) 87.8 23.7 64.1 270.5 Other adjustments (C) 7.9 (5.7 ) 13.6 238.6 Adjusted EBITDA (Non-GAAP) $ 1,766.9 $ 1,506.1 $ 260.8 17.3 Diluted earnings per share (GAAP) $ 2.18 $ 2.79 $ (0.61 ) (21.9 ) Impact of amortization of intangible assets 1.68 1.29 0.39 30.2 Impact of change in LIFO reserve 0.56 0.40 0.16 40.0 Impact of stock-based compensation 0.31 0.27 0.04 14.8 Impact of loss (gain) on fuel derivatives — (0.01 ) 0.01 100.0 Impact of acquisition, integration & reorganization charges 0.56 0.15 0.41 273.3 Impact of other adjustment items 0.05 (0.03 ) 0.08 266.7 Tax impact of above adjustments (0.86 ) (0.56 ) (0.30 ) (53.6 ) Adjusted Diluted Earnings per Share (Non-GAAP) $ 4.48 $ 4.30 $ 0.18 4.2 Expand A. Includes increases in the LIFO inventory reserve of $6.6 million for Foodservice and $81.5 million for Convenience for fiscal 2025 compared to increases of $3.8 million for Foodservice and $58.5 million for Convenience for fiscal 2024. B. Includes professional fees and other costs related to in-progress, completed, and abandoned acquisitions, costs of integrating certain of our facilities, and facility closing costs. C. Includes a $3.8 million gain on the sale of a Foodservice warehouse facility for fiscal year 2025 and an $8.1 million gain on the sale of a Foodservice warehouse facility for fiscal year 2024, as well as amounts related to favorable and unfavorable leases, litigation-related accruals, severance, franchise tax expense, insurance proceeds due to hurricane and other weather related events, foreign currency transaction gains and losses, gains and losses on disposals of other fixed assets, and other adjustments permitted by our ABL Facility. Expand (In millions) Fiscal Year Ended June 28, 2025 Fiscal Year Ended June 29, 2024 Net cash provided by operating activities (GAAP) $ 1,210.1 $ 1,163.0 Purchases of property, plant and equipment (506.0 ) (395.6 ) Free cash flow (Non-GAAP) $ 704.1 $ 767.4 Expand PERFORMANCE FOOD GROUP COMPANY Non-GAAP Reconciliation (Unaudited) Fiscal Year Ended June 28, 2025 (In millions, except per share data) Q1 Q2 Q3 Q4 Net income (GAAP) $ 108.0 $ 42.4 $ 58.3 $ 131.5 Interest expense, net 66.8 100.2 96.9 94.5 Income tax expense 38.9 14.3 20.2 45.2 Depreciation 97.4 114.1 117.6 126.2 Amortization of intangible assets 55.5 68.4 69.3 69.4 Change in LIFO reserve (A) 12.7 17.8 8.4 49.2 Stock-based compensation expense 11.3 11.7 12.6 12.2 Loss (gain) on fuel derivatives 1.4 (0.8 ) (0.2 ) (0.2 ) Acquisition, integration & reorganization expenses (B) 19.1 51.3 5.8 11.6 Other adjustments (C) 0.8 3.6 (3.8 ) 7.3 Adjusted EBITDA (Non-GAAP) $ 411.9 $ 423.0 $ 385.1 $ 546.9 Diluted earnings per share (GAAP) $ 0.69 $ 0.27 $ 0.37 $ 0.84 Impact of amortization of intangible assets 0.36 0.44 0.44 0.44 Impact of change in LIFO reserve 0.08 0.11 0.05 0.31 Impact of stock-based compensation 0.07 0.08 0.08 0.08 Impact of loss (gain) on fuel derivatives 0.01 — — — Impact of acquisition, integration & reorganization charges 0.12 0.33 0.04 0.07 Impact of other adjustment items 0.01 0.02 (0.02 ) 0.05 Tax impact of above adjustments (0.18 ) (0.27 ) (0.17 ) (0.24 ) Adjusted Diluted Earnings per Share (Non-GAAP) $ 1.16 $ 0.98 $ 0.79 $ 1.55 Expand A. Includes increases (decreases) in the LIFO inventory reserve of $0.9 million, ($0.1) million, $0.2 million, and $5.6 million for Foodservice and $11.8 million, $17.9 million, $8.2 million, and $43.6 million for Convenience for the first quarter, second quarter, third quarter, and fourth quarter of fiscal 2025, respectively. B. Includes professional fees and other costs related to in-progress, completed, and abandoned acquisitions, costs of integrating certain of our facilities, and facility closing costs. C. Includes an $3.8 million gain on the sale of a Foodservice warehouse facility in the third quarter of fiscal 2025, as well as amounts related to favorable and unfavorable leases, litigation-related accruals, severance, franchise tax expense, insurance proceeds due to hurricane and other weather related events, foreign currency transaction gains and losses, gains and losses on disposals of other fixed assets, and other adjustments permitted by our ABL Facility. Expand PERFORMANCE FOOD GROUP COMPANY Non-GAAP Reconciliation (Unaudited) Fiscal Year Ended June 29, 2024 (In millions, except per share data) Q1 Q2 Q3 Q4 Net income (GAAP) $ 120.7 $ 78.3 $ 70.4 $ 166.5 Interest expense, net 56.1 61.4 57.1 57.6 Income tax expense 42.6 33.4 26.4 58.5 Depreciation 83.8 86.3 90.7 94.4 Amortization of intangible assets 45.5 57.0 48.6 50.4 Change in LIFO reserve (A) 19.2 21.8 9.5 11.8 Stock-based compensation expense 10.7 11.0 10.0 10.2 (Gain) loss on fuel derivatives (3.5 ) 1.8 (0.6 ) 0.5 Acquisition, integration & reorganization expenses (B) 9.8 3.9 5.4 4.6 Other adjustments (C) (1.1 ) (9.5 ) 3.2 1.7 Adjusted EBITDA (Non-GAAP) $ 383.8 $ 345.4 $ 320.7 $ 456.2 Diluted earnings per share (GAAP) $ 0.77 $ 0.50 $ 0.45 $ 1.07 Impact of amortization of intangible assets 0.29 0.36 0.31 0.32 Impact of change in LIFO reserve 0.12 0.14 0.06 0.08 Impact of stock-based compensation 0.07 0.07 0.06 0.07 Impact of (gain) loss on fuel derivatives (0.02 ) 0.01 — — Impact of acquisition, integration & reorganization charges 0.06 0.03 0.04 0.03 Impact of other adjustment items — (0.06 ) 0.02 0.01 Tax impact of above adjustments (0.14 ) (0.15 ) (0.14 ) (0.13 ) Adjusted Diluted Earnings per Share (Non-GAAP) $ 1.15 $ 0.90 $ 0.80 $ 1.45 Expand A. Includes increases (decreases) in the LIFO inventory reserve of $1.7 million, ($1.1) million, ($1.2) million, and $4.4 million for Foodservice and $17.5 million, $22.9 million, $10.7 million, and $7.4 million for Convenience for the first quarter, second quarter, third quarter, and fourth quarter of fiscal 2024, respectively. B. Includes professional fees and other costs related to in-progress, completed, and abandoned acquisitions, costs of integrating certain of our facilities, and facility closing costs. C. Includes an $8.1 million gain on the sale of a Foodservice warehouse facility in second quarter of fiscal 2024, as well as asset impairments, insurance proceeds due to hurricane and other weather related events, amounts related to favorable and unfavorable leases, foreign currency transaction gains and losses, franchise tax expense, and other adjustments permitted by our ABL Facility. Expand Segment Results In the third quarter of fiscal 2025, the Company updated its operating segments to reflect the manner in which the business is managed. The Company continues to have three reportable segments: Foodservice, Convenience, and Specialty (formerly Vistar). Management evaluates the performance of these segments based on various operating and financial metrics, including their respective sales growth and Segment Adjusted EBITDA, which is the Company's GAAP measure of segment profit. Segment Adjusted EBITDA is defined as net income before interest expense, interest income, income taxes, depreciation, and amortization and excludes certain items that the Company does not consider part of its segments' core operating results, including stock-based compensation expense, changes in the LIFO reserve, acquisition, integration and reorganization expenses, and gains and losses related to fuel derivatives. Corporate & All Other is comprised of corporate overhead and certain operations that are not considered separate reportable segments based on their size. The presentation and amounts for the three months and fiscal year ended June 29, 2024 have been recast to reflect the updated segments. The following tables set forth net sales and Segment Adjusted EBITDA by segment and the reconciling items for Corporate & All Other and eliminations for the periods indicated (dollars in millions): Net Sales Three Months Ended June 28, 2025 June 29, 2024 Change % Foodservice $ 9,191.5 $ 7,661.1 $ 1,530.4 20.0 Convenience 6,436.3 6,258.5 177.8 2.8 Specialty 1,253.5 1,203.7 49.8 4.1 Total Segments $ 16,881.3 $ 15,123.3 $ 1,758.0 11.6 Corporate & All Other 256.9 238.1 18.8 7.9 Intersegment Eliminations (199.3 ) (172.2 ) (27.1 ) (15.7 ) Total net sales $ 16,938.9 $ 15,189.2 $ 1,749.7 11.5 Expand Fiscal Year Ended June 28, 2025 June 29, 2024 Change % Foodservice $ 33,646.1 $ 29,061.5 $ 4,584.6 15.8 Convenience 24,507.5 24,177.0 330.5 1.4 Specialty 4,905.0 4,789.8 115.2 2.4 Total Segments $ 63,058.6 $ 58,028.3 $ 5,030.3 8.7 Corporate & All Other 955.0 909.2 45.8 5.0 Intersegment Eliminations (714.7 ) (656.3 ) (58.4 ) (8.9 ) Total net sales $ 63,298.9 $ 58,281.2 $ 5,017.7 8.6 Expand Segment Adjusted EBITDA Three Months Ended June 28, 2025 June 29, 2024 Change % Foodservice $ 386.9 $ 306.3 $ 80.6 26.3 Convenience 120.0 114.5 5.5 4.8 Specialty 93.2 85.5 7.7 9.0 Total Segments $ 600.1 $ 506.3 $ 93.8 18.5 Corporate & All Other (53.2 ) (50.1 ) (3.1 ) (6.2 ) Total Adjusted EBITDA $ 546.9 $ 456.2 $ 90.7 19.9 Expand Fiscal Year Ended June 28, 2025 June 29, 2024 Change % Foodservice $ 1,221.6 $ 982.2 $ 239.4 24.4 Convenience 407.3 363.6 43.7 12.0 Specialty 348.2 340.6 7.6 2.2 Total Segments $ 1,977.1 $ 1,686.4 $ 290.7 17.2 Corporate & All Other (210.2 ) (180.3 ) (29.9 ) (16.6 ) Total Adjusted EBITDA $ 1,766.9 $ 1,506.1 $ 260.8 17.3 Expand


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SBC Medical Group Holdings Announces Second Quarter 2025 Financial Results
IRVINE, Calif.--(BUSINESS WIRE)--SBC Medical Group Holdings Incorporated (NASDAQ: SBC, 'SBC Medical' or the 'Company'), a global owner, operator and provider of management services and products to cosmetic treatment centers, today announced its financial results for the second quarter of fiscal year 2025 (three months ended June 30, 2025) and for the first half of fiscal year 2025 (six months ended June 30, 2025). Second Quarter 2025 Highlights Total revenues were $43 million, representing an 18% year-over-year decrease. Income from operations was $15 million, representing a 47% year-over-year decrease. Net Income attributable to SBC Medical Group was $2.5 million, representing an 87% year-over-year decrease. Earnings per share, which is defined as net income attributable to the Company divided by the weighted average number of outstanding shares, was $0.02 for the three months ended June 30, 2025, compared to $0.20 in the same period of 2024. EBITDA 1, which is calculated by adding depreciation and amortization expense and impairment loss to income from operations was $15 million, representing a 46% year-over-year decrease. EBITDA margin 1 was 35% for the second quarter of 2025, compared to 53% for second quarter of 2024. Return on equity, which is defined as net income attributable to the Company divided by the average of shareholder's equity as of June 30, 2025, was 4% representing a year-over-year decrease of 44 percentage points. Number of Franchise Locations 2 was 259 as of June 30, 2025, representing an increase of 36 locations from June 30, 2024. Number of customers 3 in the last twelve months ended June 30, 2025, was 6.31 million, representing a 14% year-over-year increase. Repeat rate for customers 4 who visited franchisee's clinics twice or more was 72%. Total revenues were $91 million, representing a 16% year-over-year decrease. Income from operations was $39 million, representing a 25% year-over-year decrease. Net Income attributable to SBC Medical Group was $24 million, representing a 36% year-over-year decrease. Earnings per share, which is defined as net income attributable to the Company divided by the weighted average number of outstanding shares, was $0.23 for the six months ended June 30, 2025, compared to $0.40 in the same period of 2024. EBITDA 1, which is calculated by adding depreciation and amortization expense and impairment loss to income from operations was $40 million, representing a 25% year-over-year decrease. EBITDA margin 1 was 44% for the first half of 2025, compared to 50% for first half of 2024. Yoshiyuki Aikawa, Chairman and Chief Executive Officer of SBC Medical, said, ' As anticipated and signaled in our prior guidance, Q2 2025 reflected strategic shifts aimed to position SBC Medical for long-term competitiveness and scalability. Total revenue declined 18% year-over-year to $43 million, primarily due to the completed discontinuation of our staffing business, targeted divestitures to streamline our operations, and revision of fee structure. We are executing our strategic plan with precision, as evidenced by our network of 259 Franchise Locations as of June 30, 2025 and 6.31 million visits over the last twelve months, demonstrating a scale that is unmatched in Japan. Our high repeat rate underscores the strength of our Shonan Beauty Clinic brand. Japan's consumer discretionary market faces challenges, including restrained growth due to trade restrictions and cautious consumer spending. Despite these headwinds, we are successfully advancing key initiatives, including the acquisition of MB career lounge to enhance our management support services and the joining of JUN CLINIC to our network, which boasts a high average spend per customer. Looking ahead, we remain confident in our strategic roadmap, focused on optimizing our franchise model, capturing growth opportunities, transitioning to higher-margin models, and delivering lasting value to our shareholders.' Second Quarter 2025 Financial Results Total revenues were $43 million, a decrease of 18% year-over-year, primarily due to a revised fee structure for franchising services implemented starting from April 2025, the discontinuation staffing services business, and divestiture of SNA and Kijimadaira, partially offset by growth in procurement, rental services, and other revenue streams. Net income attributable to SBC Medical Group for the three months ended June 30, 2025 was $2.5 million, compared to $18.5 million in the same period of 2024. The decrease was largely attributed to unfavorable changes in other income and expenses, primarily due to higher foreign exchange losses. EBITDA 1 was $15 million, a decrease of 46% year-over-year, primarily due to lower revenue following the termination of the staffing services business, the deconsolidation of SNA and Kijimadaira, and revision of fee structure. Conference Call The Company will hold a conference call on Wednesday, August 13, 2025 at 8:30 am Eastern Time (or Wednesday, August 13, 2025 at 9:30 pm Japan Time) to discuss the financial results and take questions live. Please register in advance of the conference using the link provided below. It will automatically direct you to the registration page of 'SBC Q2 2025 Financial Results Presentation.'. Please follow the steps to enter your registration details, then click 'Submit.'. Upon registration, you will be able to access the dedicated Conference Call viewing site. In addition to viewing the conference call, this site provides access to information about the speakers as well as past investor relations materials. Starting 10 minutes before the conference call begins, you will be able to view the earnings presentation materials on the site. The materials will also be available for download. A replay of the conference call will be accessible until August 13, 2026. Additionally, the earnings release, accompanying slides, and an archived webcast of this conference call will be available at the Company's Investor Relations website at About SBC Medical SBC Medical, headquartered in Irvine, California and Tokyo, Japan, owns and provides management services and products to cosmetic treatment centers. The Company is primarily focused on providing comprehensive management services to franchise clinics, including but not limited to advertising and marketing needs across various platforms (such as social media networks), staff management (such as recruitment and training), booking reservations for franchise clinic customers, assistance with franchise employee housing rentals and facility rentals, construction and design of franchise clinics, medical equipment and medical consumables procurement (resale), the provision of cosmetic products to franchise clinics for resale to clinic customers, licensure of the use of patent-pending and non-patented medical technologies, trademark and brand use, IT software solutions (including but not limited to remote medical consultations), management of the franchise clinic's customer rewards program (customer loyalty point program), and payment tools for the franchise clinics. For more information, visit 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 SBC MEDICAL GROUP HOLDINGS INCORPORATED UNAUDITED CONSOLIDATED BALANCE SHEETS June 30, 2025 December 31, 2024 ASSETS Current assets: Cash and cash equivalents $ 152,740,882 $ 125,044,092 Accounts receivable 2,350,368 1,413,433 Accounts receivable – related parties 48,920,843 28,846,680 Inventories 1,705,237 1,494,891 Finance lease receivables, current – related parties 9,128,931 5,992,585 Customer loans receivable, current 10,552,623 10,382,537 Prepaid expenses and other current assets 14,051,746 11,276,802 Other receivables – related parties 1,891,408 — Total current assets 241,342,038 184,451,020 Non-current assets: Property and equipment, net 8,058,016 8,771,902 Intangible assets, net 1,584,543 1,590,052 Long-term investments, net 3,593,087 3,049,972 Goodwill, net 5,011,511 4,613,784 Cryptocurrencies 535,882 — Finance lease receivables, non-current – related parties 13,197,979 8,397,582 Operating lease right-of-use assets 4,583,393 5,267,056 Finance lease right-of-use assets 516,932 — Deferred tax assets 2,343,302 9,798,071 Customer loans receivable, non-current 5,934,636 5,023,551 Long-term prepayments 1,755,292 1,745,801 Long-term investments in MCs – related parties 19,381,422 17,820,910 Other assets 7,461,224 15,553,453 Total non-current assets 73,957,219 81,632,134 Total assets $ 315,299,257 $ 266,083,154 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 16,290,206 $ 13,875,179 Accounts payable – related parties 3,245,989 659,044 Current portion of long-term loans 69,420 96,824 Notes and other payables, current – related parties 3,272,048 26,255 Advances from customers 512,123 820,898 Advances from customers – related parties 10,333,007 11,739,533 Income tax payable 14,133,163 18,705,851 Operating lease liabilities, current 3,623,871 4,341,522 Finance lease liabilities, current 161,340 — Accrued liabilities and other current liabilities 6,229,797 8,103,194 Due to related party 2,810,647 2,823,590 Total current liabilities 60,681,611 61,191,890 Expand June 30, 2025 December 31, 2024 Non-current liabilities: Long-term loans 7,031,506 6,502,682 Notes and other payables, non-current – related parties — 5,334 Deferred tax liabilities 353,517 926,023 Operating lease liabilities, non-current 1,208,516 1,241,526 Finance lease liabilities, non-current 164,721 — Other liabilities 1,206,815 1,193,541 Total non-current liabilities 9,965,075 9,869,106 Total liabilities 70,646,686 71,060,996 Stockholders' equity: Preferred stock ($0.0001 par value, 20,000,000 shares authorized; no shares issued and outstanding as of June 30, 2025 and December 31, 2024) — — Common stock ($0.0001 par value, 400,000,000 shares authorized, 103,881,251 and 103,020,816 shares issued, 103,098,442 and 102,750,816 shares outstanding as of June 30, 2025 and December 31, 2024, respectively) 10,388 10,302 Additional paid-in capital 72,196,114 62,513,923 Treasury stock (at cost, 782,809 and 270,000 shares as of June 30, 2025 and December 31, 2024, respectively) (5,115,262 ) (2,700,000 ) Retained earnings 213,423,693 189,463,007 Accumulated other comprehensive loss (35,922,942 ) (54,178,075 ) Total SBC Medical Group Holdings Incorporated stockholders' equity 244,591,991 195,109,157 Non-controlling interests 60,580 (86,999 ) Total stockholders' equity 244,652,571 195,022,158 Total liabilities and stockholders' equity $ 315,299,257 $ 266,083,154 Expand The accompanying notes are an integral part of these unaudited consolidated financial statements. COMPREHENSIVE INCOME For the Three Months Ended June 30, For the Six Months Ended June 30, 2025 2024 2025 2024 Revenues, net – related parties $ 38,944,898 $ 51,039,038 $ 84,202,043 $ 101,509,245 Revenues, net 4,413,949 2,063,042 6,485,505 6,400,877 Total revenues, net 43,358,847 53,102,080 90,687,548 107,910,122 Cost of revenues (including cost of revenues from related parties of $4,669,602 and $3,616,103 for the three months ended June 30, 2025 and 2024, and $8,126,530 and $5,413,462 for the six months ended June 30, 2025 and 2024, respectively) 13,348,270 13,682,405 22,943,887 28,971,072 Gross profit 30,010,577 39,419,675 67,743,661 78,939,050 Operating expenses: Selling, general and administrative expenses (including selling, general and administrative expenses from related parties of $415,767 and nil for the three months ended June 30, 2025 and 2024, and $415,767 and nil for the six months ended June 30, 2025 and 2024, respectively) 15,456,385 12,129,115 28,987,395 27,187,605 Total operating expenses 15,456,385 12,129,115 28,987,395 27,187,605 Income from operations 14,554,192 27,290,560 38,756,266 51,751,445 Other income (expenses): Interest income 22,882 11,644 78,215 29,333 Interest expense (49,651 ) (7,424 ) (55,858 ) (10,432 ) Other income 33,771 306,291 185,099 655,972 Other expenses (1,132,465 ) (514,636 ) (2,829,724 ) (1,951,292 ) Gain on redemption of life insurance policies — — 8,746,138 — Change in fair value of cryptocurrencies 111,632 — 111,632 — Gain on disposal of subsidiary — — — 3,813,609 Total other income (expenses) (1,013,831 ) (204,125 ) 6,235,502 2,537,190 Income before income taxes 13,540,361 27,086,435 44,991,768 54,288,635 Income tax expense 11,100,509 8,529,110 21,059,966 16,981,094 Net income 2,439,852 18,557,325 23,931,802 37,307,541 Less: net income (loss) attributable to non-controlling interests (18,388 ) 72,917 (28,884 ) 65,381 Net income attributable to SBC Medical Group Holdings Incorporated $ 2,458,240 $ 18,484,408 $ 23,960,686 $ 37,242,160 Other comprehensive income (loss): Foreign currency translation adjustment $ 8,623,269 $ (9,046,549 ) $ 18,431,596 $ (19,240,401 ) Total comprehensive income 11,063,121 9,510,776 42,363,398 18,067,140 Less: comprehensive income (loss) attributable to non-controlling interests 184,411 22,000 147,579 (70,000 ) Comprehensive income attributable to SBC Medical Group Holdings Incorporated $ 10,878,710 $ 9,488,776 $ 42,215,819 $ 18,137,140 Net income per share attributable to SBC Medical Group Holdings Incorporated* Basic and diluted $ 0.02 $ 0.20 $ 0.23 $ 0.40 Weighted average shares outstanding* Basic and diluted 103,507,249 94,192,433 103,392,580 94,192,433 Expand * Retrospectively restated for effect of reverse recapitalization on September 17, 2024. Expand 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 Six Months Ended June 30, 2025 2024 CASH FLOWS FROM OPERATING ACTIVITIES Net income $ 23,931,802 $ 37,307,541 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation and amortization expense 1,264,405 1,849,422 Non-cash lease expense 2,185,744 1,923,890 Provision for credit losses 283,752 62,804 Fair value change of long-term investments 384,523 1,045,557 Gain on disposal of subsidiary — (3,813,609 ) Gain on redemption of life insurance policies (8,746,138 ) — Gain on disposal of property and equipment (10,804 ) (902 ) Change in fair value of cryptocurrencies (111,632 ) — Deferred income taxes 7,452,983 (3,322,728 ) Changes in operating assets and liabilities: Accounts receivable (789,577 ) (1,423,412 ) Accounts receivable – related parties (17,039,113 ) 5,843,499 Inventories (717,972 ) 561,921 Finance lease receivables – related parties (6,482,967 ) (1,759,556 ) Customer loans receivable 8,081,703 7,521,267 Prepaid expenses and other current assets (1,349,225 ) (1,488,347 ) Long-term prepayments 211,988 (41,412 ) Other assets 85,907 (1,007,431 ) Accounts payable 1,165,217 (8,960,556 ) Accounts payable – related parties 2,455,865 — Notes and other payables – related parties (5,031,570 ) (5,101,368 ) Advances from customers (369,616 ) (755,977 ) Advances from customers – related parties (2,363,891 ) (4,663,233 ) Income tax payable (6,030,526 ) 5,462,133 Operating lease liabilities (2,275,398 ) (1,998,196 ) Accrued liabilities and other current liabilities (2,508,035 ) (4,444,172 ) Other liabilities (88,593 ) 77,625 (6,411,168 ) 22,874,760 CASH FLOWS FROM INVESTING ACTIVITIES Purchase of property and equipment (560,431 ) (1,565,333 ) Purchase of convertible note — (1,700,000 ) Prepayments for property and equipment (705,351 ) — Advances to related parties — (617,804 ) Payments made on behalf of related parties (1,836,541 ) (5,245,990 ) Purchase of long-term investments (652,555 ) — Purchase of cryptocurrencies (424,250 ) — Long-term loans to others (13,134 ) (62,489 ) Repayments from related parties 70,000 555,000 Repayments from others 56,307 44,748 Proceeds from redemption of life insurance policies 17,735,717 — Disposal of subsidiary, net of cash disposed of — (815,819 ) Proceeds from disposal of property and equipment 1,728,236 1,971 NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES 15,397,998 (9,405,716 ) Expand SBC MEDICAL GROUP HOLDINGS INCORPORATED UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS — (Continued) The accompanying notes are an integral part of these unaudited consolidated financial statements. Unaudited Reconciliations of GAAP and Non-GAAP Results The accompanying notes are an integral part of these unaudited consolidated financial statements.