v3.25.2
Description of Business and Basis of Presentation
 6 Months Ended
Jun. 30, 2025
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Description of Business and Basis of Presentation
1.
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

Description of Business—biote Corp. (inclusive of its consolidated subsidiaries, the “Company” or “Biote”) is a Delaware incorporated company headquartered in Irving, Texas. The Company was founded in 2012 and trains physicians and nurse practitioners in therapeutic wellness and hormone optimization using bioidentical hormone replacement pellet therapy in men and women experiencing hormonal imbalance.

On May 26, 2022 (the “Closing Date”), BioTE Holdings, LLC (“Holdings,” inclusive of its direct and indirect subsidiaries, the “BioTE Companies,” and as to its members, the “Members”) completed a series of transactions (the “Business Combination”) with Haymaker Acquisition Corp. III (“Haymaker”), Haymaker Sponsor III LLC (the “Sponsor”), BioTE Management, LLC, Dr. Gary S. Donovitz, in his individual capacity, and Teresa S. Weber, in her capacity as the Members’ representative (in such capacity, the “Members’ Representative”) pursuant to the business combination agreement (the “Business Combination Agreement”) dated December 13, 2021 (the “Closing”). As a result of the Business Combination, Haymaker was renamed “biote Corp.”

Basis of Presentation—The unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial reporting and therefore do not include all information and disclosures required by U.S. GAAP for annual consolidated financial statements. The unaudited condensed consolidated balance sheet as of December 31, 2024, was derived from audited annual financial statements but does not contain all of the footnote disclosures from the annual financial statements. In the opinion of the Company, the accompanying unaudited condensed consolidated financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair presentation of its financial position and its results of operations, changes in stockholders’ equity (deficit) and cash flows. The accompanying unaudited condensed consolidated financial statements and related financial information should be read in conjunction with the audited consolidated financial statements and the related notes thereto included in the 2024 Form 10-K.

The unaudited condensed consolidated financial statements include the accounts of Biote and its subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Certain amounts in selling, general and administrative expense related to Asteria Health have been reclassified to cost of products in the unaudited condensed consolidated statement of operations and comprehensive income (loss) for the three and six months ended June 30, 2024, for comparative purposes to conform with the current year presentation. This reclassification had no impact on net loss for the three and six months ended June 30, 2024.

Use of Estimates—The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The Company regularly evaluates estimates and assumptions used for determining the collectability of accounts receivable, inventory valuations, fair value of long-lived assets, goodwill valuations, contingent liability valuations and share-based compensation. The Company bases its estimates and assumptions on historical experience and on various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates.

The results of operations for the three and six months ended June 30, 2025, are not necessarily indicative of the results that may be expected for the entire year.

Revision of Previously Issued Condensed Consolidated Financial Statements

Subsequent to the issuance of its financial statements for the quarter ended June 30, 2024, the Company identified certain errors in the calculations used to record activity and balances related to noncontrolling interest. The impact of the errors was an overstatement of net loss attributable to noncontrolling interest of $0.9 million and $3.0 million for the three and six months ended June 30, 2024, respectively.

In accordance with Staff Accounting Bulletin (“SAB”) No. 99, Materiality and SAB No. 108, Considering the Effects of Prior Year Misstatements When Quantifying Misstatements in Current Year Financial Statements, the Company evaluated quantitative and qualitative factors and determined that impacts were not material, individually or in the aggregate, to the Company’s previously issued interim condensed consolidated financial statements. As a result, the Company has revised its prior period condensed consolidated financial statements and related disclosures for the second quarter of fiscal 2024 to correct the errors. A summary of the corrections to the impacted financial statement line items in the Company’s previously issued June 30, 2024 unaudited condensed consolidated balance sheet and its unaudited condensed consolidated statement of operations and comprehensive income (loss), its unaudited condensed consolidated statement of shareholders’ equity (deficit) and its unaudited statement of cash flows for the three and six months ended June 30, 2024 is provided below.

CONDENSED CONSOLIDATED BALANCE SHEET (unaudited)

 

 

June 30, 2024

 

 

 

 

 

 

Adjustment

 

 

 

 

(in thousands)

 

As Previously Reported

 

 

Noncontrolling Interest Re-allocation

 

 

As Revised

 

Liabilities and Stockholders’ Deficit

 

 

 

 

 

 

 

Accrued expenses

 

$

6,899

 

 

$

(191

)

 

$

6,708

 

Accumulated deficit

 

 

(137,723

)

 

 

191

 

 

 

(137,532

)

biote Corp.’s stockholders’ deficit

 

 

(143,341

)

 

 

191

 

 

 

(143,150

)

Noncontrolling interest

 

$

1,690

 

 

$

—

 

 

$

1,690

 

 

 

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (unaudited)

 

 

 

Three Months Ended June 30, 2024

 

 

 

 

 

 

Adjustment

 

 

 

 

(in thousands)

 

As Previously Reported

 

 

Noncontrolling Interest Re-allocation

 

 

As Revised

 

Income tax expense

 

$

180

 

 

$

(107

)

 

$

73

 

Net loss

 

 

(10,475

)

 

 

107

 

 

 

(10,368

)

Less: Net loss attributable to noncontrolling interest

 

 

(4,153

)

 

 

872

 

 

 

(3,281

)

Net loss attributable to biote Corp.

 

$

(6,322

)

 

$

(765

)

 

$

(7,087

)

 

 

 

 

 

 

 

 

 

Basic

 

$

(0.19

)

 

$

(0.02

)

 

$

(0.21

)

Diluted

 

$

(0.19

)

 

$

(0.02

)

 

$

(0.21

)

 

 

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (unaudited)

 

 

Six Months Ended June 30, 2024

 

 

 

 

 

 

Adjustment

 

 

 

 

(in thousands)

 

As Previously Reported

 

 

Noncontrolling Interest Re-allocation

 

 

As Revised

 

Income tax expense

 

$

2,666

 

 

$

(191

)

 

$

2,475

 

Net loss

 

 

(16,285

)

 

 

191

 

 

 

(16,094

)

Less: Net loss attributable to noncontrolling interest

 

 

(7,893

)

 

 

3,047

 

 

 

(4,846

)

Net loss attributable to biote Corp.

 

$

(8,392

)

 

$

(2,856

)

 

$

(11,248

)

 

 

 

 

 

 

 

 

 

Basic

 

$

(0.25

)

 

$

(0.08

)

 

$

(0.33

)

Diluted

 

$

(0.25

)

 

$

(0.08

)

 

$

(0.33

)

 

 

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT) (unaudited)

 

 

 

 

 

 

 

 

Total

 

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stockholders’

 

 

 

Stockholders’

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deficit

 

 

 

Deficit

 

Non-

 

 

 

Non-

 

 

Accumulated

 

Adjustment

 

Accumulated

 

Attributable to

 

Adjustment

 

Attributable to

 

controlling

 

Adjustment

 

controlling

 

 

Deficit

 

Noncontrolling Interest

 

Deficit

 

biote Corp.

 

Noncontrolling Interest

 

biote Corp.

 

Interest

 

Noncontrolling Interest

 

Interest

 

(in thousands)

As Previously Reported

 

Re-allocation

 

As Revised

 

As Previously Reported

 

Re-allocation

 

As Revised

 

As Previously Reported

 

Re-allocation

 

As Revised

 

Balance at December 31, 2023

$

(29,391

)

$

—

 

 

(29,391

)

$

(29,397

)

$

—

 

$

(29,397

)

$

(7,149

)

$

—

 

$

(7,149

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Distributions

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

(2,112

)

 

—

 

 

(2,112

)

Net loss

 

(2,070

)

 

(2,091

)

 

(4,161

)

 

(2,070

)

 

(2,091

)

 

(4,161

)

 

(3,740

)

 

2,175

 

 

(1,565

)

Other comprehensive income (loss)

 

—

 

 

—

 

 

—

 

 

(2

)

 

—

 

 

(2

)

 

(3

)

 

—

 

 

(3

)

Share-based compensation

 

1,763

 

 

—

 

 

1,763

 

 

1,763

 

 

—

 

 

1,763

 

 

—

 

 

—

 

 

—

 

Vesting of RSUs

 

(155

)

 

65

 

 

(90

)

 

(155

)

 

65

 

 

(90

)

 

155

 

 

(65

)

 

90

 

Exercise of stock options

 

(1,831

)

 

900

 

 

(931

)

 

(1,831

)

 

900

 

 

(931

)

 

2,155

 

 

(900

)

 

1,255

 

Class A common stock repurchased

 

—

 

 

—

 

 

—

 

 

(4,088

)

 

—

 

 

(4,088

)

 

—

 

 

—

 

 

—

 

Shares issued in connection with acquisition

 

381

 

 

498

 

 

879

 

 

381

 

 

498

 

 

879

 

 

1,193

 

 

(498

)

 

695

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at March 31, 2024

$

(31,303

)

$

(628

)

$

(31,931

)

$

(35,399

)

$

(628

)

$

(36,027

)

$

(9,501

)

$

712

 

$

(8,789

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Distributions

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

(2,091

)

 

—

 

 

(2,091

)

Net loss

 

(6,322

)

 

(765

)

 

(7,087

)

 

(6,322

)

 

(765

)

 

(7,087

)

 

(4,153

)

 

872

 

 

(3,281

)

Other comprehensive income (loss)

 

—

 

 

—

 

 

—

 

 

(3

)

 

—

 

 

(3

)

 

—

 

 

—

 

 

—

 

Share-based compensation

 

2,841

 

 

—

 

 

2,841

 

 

2,841

 

 

—

 

 

2,841

 

 

—

 

 

—

 

 

—

 

Vesting of RSUs

 

(19,536

)

 

1,777

 

 

(17,759

)

 

(19,543

)

 

1,777

 

 

(17,766

)

 

19,543

 

 

(1,777

)

 

17,766

 

Issuance of stock under purchase plans

 

(812

)

 

87

 

 

(725

)

 

(812

)

 

87

 

 

(725

)

 

958

 

 

(87

)

 

871

 

Exercise of stock options

 

(2,827

)

 

278

 

 

(2,549

)

 

(2,828

)

 

278

 

 

(2,550

)

 

3,066

 

 

(278

)

 

2,788

 

Class A common stock repurchased

 

—

 

 

—

 

 

 

 

(1,511

)

 

—

 

 

(1,511

)

 

—

 

 

—

 

 

—

 

Shares issued in connection with acquisition

 

267

 

 

—

 

 

267

 

 

267

 

 

—

 

 

267

 

 

—

 

 

—

 

 

—

 

Exchanges of Class V voting stock

 

4,022

 

 

(366

)

 

3,656

 

 

4,024

 

 

(366

)

 

3,658

 

 

(4,024

)

 

366

 

 

(3,658

)

Legal Settlement - Repurchase of Shares

 

(126,306

)

 

(192

)

 

(126,498

)

 

(126,308

)

 

(192

)

 

(126,500

)

 

(2,108

)

 

192

 

 

(1,916

)

Legal Settlement - Liabilities

 

41,424

 

 

—

 

 

41,424

 

 

41,424

 

 

—

 

 

41,424

 

 

—

 

 

—

 

 

—

 

TRA liability

 

829

 

 

—

 

 

829

 

 

829

 

 

—

 

 

829

 

 

—

 

 

—

 

 

—

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at June 30, 2024

$

(137,723

)

$

191

 

$

(137,532

)

$

(143,341

)

$

191

 

$

(143,150

)

$

1,690

 

$

—

 

$

1,690

 

 

 

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (unaudited)

 

 

 

Six Months Ended June 30, 2024

 

 

 

 

 

 

Adjustment

 

 

 

 

 

 

As previously Reported

 

 

Noncontrolling Interest Re-allocation

 

 

As Revised

 

Operating Activities

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

(16,285

)

 

$

191

 

 

$

(16,094

)

Accrued expenses

 

 

(1,262

)

 

 

(191

)

 

 

(1,453

)

Net cash provided by operating activities

 

$

17,319

 

 

$

—

 

 

$

17,319