[10-Q] Biote Corp. Quarterly Earnings Report
biote Corp. (BTMD) reported a return to profitability for the quarter ended June 30, 2025 while carrying meaningful leverage and ongoing contingent liabilities. Total revenue for the quarter was $48.9 million (product revenue $47.7M), roughly flat year-over-year, and operating income improved to $10.8 million from $6.2M a year earlier. Net income for the quarter was $3.9 million and net income attributable to Biote stockholders was $3.2 million (basic EPS $0.10), reversing prior-year losses. For the six months, net income was $19.8 million and revenue totaled $97.9 million.
On the balance sheet, cash declined to $19.6 million from $39.3M at year-end and total assets fell to $104.8 million. Total liabilities remained elevated at $183.6 million, leaving a stockholders' deficit attributable to Biote of $85.1 million. The company remains in compliance with its credit covenants on a Term Loan that matures in May 2027. Significant items in the period include a $8.9 million mark-to-market gain on earnout liabilities and settlement activity that reduced share repurchase liabilities following a $25.1M repurchase payment.
biote Corp. (BTMD) ha riconquistato la redditività nel trimestre chiuso il 30 giugno 2025, pur continuando a sostenere un significativo indebitamento e passività contingenti in corso. I ricavi totali del trimestre sono stati $48,9 milioni (ricavi da prodotti $47,7M), sostanzialmente invariati rispetto all'anno precedente, mentre il risultato operativo è migliorato a $10,8 milioni rispetto a $6,2M dell'anno precedente. L'utile netto del trimestre è stato $3,9 milioni e l'utile attribuibile agli azionisti di Biote è stato $3,2 milioni (utile base per azione $0,10), invertendo le perdite dell'anno precedente. Nei primi sei mesi, l'utile netto è stato di $19,8 milioni e i ricavi hanno raggiunto $97,9 milioni.
Sul bilancio, la liquidità è scesa a $19,6 milioni rispetto a $39,3M a fine esercizio e gli attivi totali sono diminuiti a $104,8 milioni. Le passività complessive sono rimaste elevate a $183,6 milioni, determinando un deficit di patrimonio netto attribuibile a Biote di $85,1 milioni. La società è ancora in conformità con i covenant sul Term Loan in scadenza a maggio 2027. Tra gli elementi rilevanti del periodo figura un guadagno di $8,9 milioni derivante dalla valutazione mark-to-market delle passività per earnout e operazioni di regolamento che hanno ridotto le passività per riacquisto azioni dopo un pagamento di riacquisto di $25,1M.
biote Corp. (BTMD) volvió a la rentabilidad en el trimestre cerrado el 30 de junio de 2025, aunque mantiene un apalancamiento significativo y pasivos contingentes pendientes. Los ingresos totales del trimestre fueron $48,9 millones (ingresos por productos $47,7M), prácticamente planos año tras año, y el resultado operativo mejoró a $10,8 millones desde $6,2M un año antes. El beneficio neto del trimestre fue de $3,9 millones y el beneficio atribuible a los accionistas de Biote fue de $3,2 millones (BPA básico $0,10), revirtiendo las pérdidas del año anterior. En los seis meses, el beneficio neto fue de $19,8 millones y los ingresos totalizaron $97,9 millones.
En el balance, el efectivo cayó a $19,6 millones desde $39,3M a cierre de año y los activos totales se redujeron a $104,8 millones. Las obligaciones totales se mantuvieron elevadas en $183,6 millones, dejando un déficit patrimonial atribuible a Biote de $85,1 millones. La compañía sigue cumpliendo los convenios de su Term Loan, que vence en mayo de 2027. Entre los elementos significativos del período figura una ganancia de $8,9 millones por valoración mark-to-market de pasivos por earnout y acciones de liquidación que redujeron las obligaciones por recompra tras un pago de recompra de $25,1M.
biote Corp. (BTMD)은 2025년 6월 30일로 마감된 분기에서 수익성으로 복귀했으나 여전히 유의한 레버리지와 지속적인 우발부채를 안고 있습니다. 분기 총수익은 $48.9 million(제품수익 $47.7M)으로 전년과 대체로 비슷했고, 영업이익은 전년의 $6.2M에서 $10.8 million으로 개선되었습니다. 분기 순이익은 $3.9 million이며, Biote 주주 귀속 순이익은 $3.2 million(기본 EPS $0.10)으로 전년의 손실을 반전시켰습니다. 상반기 기준으로는 순이익이 $19.8 million, 수익은 $97.9 million을 기록했습니다.
대차대조표상 현금은 연말의 $39.3M에서 $19.6 million으로 감소했고, 총자산은 $104.8 million로 줄었습니다. 총부채는 여전히 높은 수준인 $183.6 million에 머물러 Biote 귀속 주주지분은 $85.1 million의 결손을 보이고 있습니다. 회사는 2027년 5월 만기인 Term Loan의 신용 약정은 준수하고 있습니다. 해당 기간의 주요 항목으로는 $8.9 million의 이른바 마크투마켓 평가 이익(earnout 부채 관련)과 $25.1M의 자사주 재매입 지급 이후 재매입 관련 부채를 축소한 합의 활동이 포함됩니다.
biote Corp. (BTMD) est redevenue rentable au trimestre clos le 30 juin 2025, tout en conservant un effet de levier important et des passifs éventuels en cours. Le chiffre d'affaires total du trimestre s'est élevé à 48,9 M$ (chiffre d'affaires produits 47,7M$), stable d'une année sur l'autre, et le résultat d'exploitation s'est amélioré à 10,8 M$ contre 6,2M$ un an plus tôt. Le résultat net du trimestre était de 3,9 M$ et le résultat net attribuable aux actionnaires de Biote de 3,2 M$ (BPA de base 0,10$), inversant les pertes de l'année précédente. Sur six mois, le résultat net s'élève à 19,8 M$ et le chiffre d'affaires total à 97,9 M$.
Au bilan, la trésorerie est passée à 19,6 M$ contre 39,3M$ à la clôture de l'exercice et l'actif total a diminué à 104,8 M$. Les passifs totaux sont restés élevés à 183,6 M$, entraînant un déficit des capitaux propres attribuable à Biote de 85,1 M$. La société respecte toujours les covenants de son Term Loan arrivant à échéance en mai 2027. Parmi les éléments significatifs de la période figurent un gain de 8,9 M$ en valorisation mark-to-market sur les passifs d'earnout et des opérations de règlement ayant réduit les passifs liés au rachat d'actions après un paiement de rachat de 25,1M$.
biote Corp. (BTMD) kehrte im Quartal zum 30. Juni 2025 in die Gewinnzone zurück, trägt jedoch weiterhin eine erhebliche Verschuldung und laufende Eventualverbindlichkeiten. Die Gesamterlöse für das Quartal beliefen sich auf $48,9 Millionen (Produktumsatz $47,7M), nahezu unverändert gegenüber dem Vorjahr, und das Betriebsergebnis verbesserte sich von $6,2M auf $10,8 Millionen. Der Quartalsreingewinn lag bei $3,9 Millionen, der den Biote-Aktionären zurechenbare Gewinn betrug $3,2 Millionen (verwässertes Ergebnis je Aktie $0,10) und kehrte damit die Verluste des Vorjahres um. Für die ersten sechs Monate betrug der Reingewinn $19,8 Millionen bei Erlösen von $97,9 Millionen.
In der Bilanz sank der Kassenbestand von $39,3M zum Jahresende auf $19,6 Millionen und die Gesamtvermögenswerte fielen auf $104,8 Millionen. Die Gesamtverbindlichkeiten blieben hoch bei $183,6 Millionen, wodurch ein den Biote-Aktionären zurechenbares Eigenkapitaldefizit von $85,1 Millionen entstand. Das Unternehmen erfüllt weiterhin die Covenants seines Term Loans, der im Mai 2027 fällig wird. Wesentliche Posten im Berichtszeitraum sind ein $8,9 Millionen Mark-to-Market-Gewinn auf Earnout-Verbindlichkeiten und Vergleichsmaßnahmen, die Rückkaufverbindlichkeiten nach einer Rückkaufzahlung von $25,1M reduzierten.
- Return to profitability: Net income of $3.9M for Q2 2025 and six-month net income of $19.8M reversing prior-year losses
- Improved operating performance: Operating income rose to $10.8M for the quarter versus $6.2M a year earlier
- Revenue stability and modest growth: Six-month revenue increased to $97.9M from $96.0M a year earlier
- Reduction in earnout liability: Fair value of earnout liabilities declined to $8.3M from $17.2M, yielding an $8.9M gain recorded in the period
- Settlement reduced repurchase liability: Approximately $25.1M paid to repurchase Class V shares, reducing the share repurchase liability
- Liquidity decline: Cash and cash equivalents fell to $19.6M from $39.3M at year-end 2024
- Material leverage and deficit: Total liabilities of $183.6M exceed assets, leaving Biote with a stockholders' deficit attributable to the company of $85.1M
- Large term debt outstanding: Term loan balance of $106.25M (current portion $6.25M) with maturity in May 2027
- Concentration risk: 100% of outstanding debt and revolving loan availability was from one lender as of June 30, 2025
- Contingent and legal obligations: $5.0M Right Value settlement (with $1.5M remaining accrued) and ongoing litigation matters that could affect future cash flows
- Significant unrecognized share-based compensation: $21.2M of unrecognized expense related to unvested stock options as of June 30, 2025
Insights
TL;DR: Biote returned to quarterly profitability with stable revenue but weakened cash and persistent leverage—operational improvement is positive but balance sheet risks remain.
The company generated $48.9M of revenue for the quarter and converted improved operating performance into $10.8M of operating income and $3.9M of net income. The six-month results show similar improvement, signaling better underlying margins and lower fair-value losses on earnouts year-to-date. However, cash fell to $19.6M and total liabilities of $183.6M leave a material stockholders' deficit. The Term Loan balance of $106.3M (maturing May 2027) remains a near-term structural item. For investors, the quarter demonstrates operational traction, but liquidity and leverage metrics require monitoring.
TL;DR: Acquisition accounting and earnout volatility materially affected results; gain on earnout remeasurement helped quarterly net income but creates earnings variability.
The final purchase price allocation for Asteria Health and the Simpatra asset purchase are disclosed, with related goodwill and definite-lived intangibles recognized. Earnout liabilities were remeasured, producing an $8.9M favorable change in fair value for the six months that materially improved reported earnings. While this is an accretive accounting effect in the period, the Monte Carlo-based earnout valuations are sensitive to stock price and volatility inputs (stock price moved from $6.18 to $4.02 between periods), which can drive sizeable swings in reported income. M&A integration costs and contingent payments (including remaining settlement obligations) remain relevant for forward performance assessment.
biote Corp. (BTMD) ha riconquistato la redditività nel trimestre chiuso il 30 giugno 2025, pur continuando a sostenere un significativo indebitamento e passività contingenti in corso. I ricavi totali del trimestre sono stati $48,9 milioni (ricavi da prodotti $47,7M), sostanzialmente invariati rispetto all'anno precedente, mentre il risultato operativo è migliorato a $10,8 milioni rispetto a $6,2M dell'anno precedente. L'utile netto del trimestre è stato $3,9 milioni e l'utile attribuibile agli azionisti di Biote è stato $3,2 milioni (utile base per azione $0,10), invertendo le perdite dell'anno precedente. Nei primi sei mesi, l'utile netto è stato di $19,8 milioni e i ricavi hanno raggiunto $97,9 milioni.
Sul bilancio, la liquidità è scesa a $19,6 milioni rispetto a $39,3M a fine esercizio e gli attivi totali sono diminuiti a $104,8 milioni. Le passività complessive sono rimaste elevate a $183,6 milioni, determinando un deficit di patrimonio netto attribuibile a Biote di $85,1 milioni. La società è ancora in conformità con i covenant sul Term Loan in scadenza a maggio 2027. Tra gli elementi rilevanti del periodo figura un guadagno di $8,9 milioni derivante dalla valutazione mark-to-market delle passività per earnout e operazioni di regolamento che hanno ridotto le passività per riacquisto azioni dopo un pagamento di riacquisto di $25,1M.
biote Corp. (BTMD) volvió a la rentabilidad en el trimestre cerrado el 30 de junio de 2025, aunque mantiene un apalancamiento significativo y pasivos contingentes pendientes. Los ingresos totales del trimestre fueron $48,9 millones (ingresos por productos $47,7M), prácticamente planos año tras año, y el resultado operativo mejoró a $10,8 millones desde $6,2M un año antes. El beneficio neto del trimestre fue de $3,9 millones y el beneficio atribuible a los accionistas de Biote fue de $3,2 millones (BPA básico $0,10), revirtiendo las pérdidas del año anterior. En los seis meses, el beneficio neto fue de $19,8 millones y los ingresos totalizaron $97,9 millones.
En el balance, el efectivo cayó a $19,6 millones desde $39,3M a cierre de año y los activos totales se redujeron a $104,8 millones. Las obligaciones totales se mantuvieron elevadas en $183,6 millones, dejando un déficit patrimonial atribuible a Biote de $85,1 millones. La compañía sigue cumpliendo los convenios de su Term Loan, que vence en mayo de 2027. Entre los elementos significativos del período figura una ganancia de $8,9 millones por valoración mark-to-market de pasivos por earnout y acciones de liquidación que redujeron las obligaciones por recompra tras un pago de recompra de $25,1M.
biote Corp. (BTMD)은 2025년 6월 30일로 마감된 분기에서 수익성으로 복귀했으나 여전히 유의한 레버리지와 지속적인 우발부채를 안고 있습니다. 분기 총수익은 $48.9 million(제품수익 $47.7M)으로 전년과 대체로 비슷했고, 영업이익은 전년의 $6.2M에서 $10.8 million으로 개선되었습니다. 분기 순이익은 $3.9 million이며, Biote 주주 귀속 순이익은 $3.2 million(기본 EPS $0.10)으로 전년의 손실을 반전시켰습니다. 상반기 기준으로는 순이익이 $19.8 million, 수익은 $97.9 million을 기록했습니다.
대차대조표상 현금은 연말의 $39.3M에서 $19.6 million으로 감소했고, 총자산은 $104.8 million로 줄었습니다. 총부채는 여전히 높은 수준인 $183.6 million에 머물러 Biote 귀속 주주지분은 $85.1 million의 결손을 보이고 있습니다. 회사는 2027년 5월 만기인 Term Loan의 신용 약정은 준수하고 있습니다. 해당 기간의 주요 항목으로는 $8.9 million의 이른바 마크투마켓 평가 이익(earnout 부채 관련)과 $25.1M의 자사주 재매입 지급 이후 재매입 관련 부채를 축소한 합의 활동이 포함됩니다.
biote Corp. (BTMD) est redevenue rentable au trimestre clos le 30 juin 2025, tout en conservant un effet de levier important et des passifs éventuels en cours. Le chiffre d'affaires total du trimestre s'est élevé à 48,9 M$ (chiffre d'affaires produits 47,7M$), stable d'une année sur l'autre, et le résultat d'exploitation s'est amélioré à 10,8 M$ contre 6,2M$ un an plus tôt. Le résultat net du trimestre était de 3,9 M$ et le résultat net attribuable aux actionnaires de Biote de 3,2 M$ (BPA de base 0,10$), inversant les pertes de l'année précédente. Sur six mois, le résultat net s'élève à 19,8 M$ et le chiffre d'affaires total à 97,9 M$.
Au bilan, la trésorerie est passée à 19,6 M$ contre 39,3M$ à la clôture de l'exercice et l'actif total a diminué à 104,8 M$. Les passifs totaux sont restés élevés à 183,6 M$, entraînant un déficit des capitaux propres attribuable à Biote de 85,1 M$. La société respecte toujours les covenants de son Term Loan arrivant à échéance en mai 2027. Parmi les éléments significatifs de la période figurent un gain de 8,9 M$ en valorisation mark-to-market sur les passifs d'earnout et des opérations de règlement ayant réduit les passifs liés au rachat d'actions après un paiement de rachat de 25,1M$.
biote Corp. (BTMD) kehrte im Quartal zum 30. Juni 2025 in die Gewinnzone zurück, trägt jedoch weiterhin eine erhebliche Verschuldung und laufende Eventualverbindlichkeiten. Die Gesamterlöse für das Quartal beliefen sich auf $48,9 Millionen (Produktumsatz $47,7M), nahezu unverändert gegenüber dem Vorjahr, und das Betriebsergebnis verbesserte sich von $6,2M auf $10,8 Millionen. Der Quartalsreingewinn lag bei $3,9 Millionen, der den Biote-Aktionären zurechenbare Gewinn betrug $3,2 Millionen (verwässertes Ergebnis je Aktie $0,10) und kehrte damit die Verluste des Vorjahres um. Für die ersten sechs Monate betrug der Reingewinn $19,8 Millionen bei Erlösen von $97,9 Millionen.
In der Bilanz sank der Kassenbestand von $39,3M zum Jahresende auf $19,6 Millionen und die Gesamtvermögenswerte fielen auf $104,8 Millionen. Die Gesamtverbindlichkeiten blieben hoch bei $183,6 Millionen, wodurch ein den Biote-Aktionären zurechenbares Eigenkapitaldefizit von $85,1 Millionen entstand. Das Unternehmen erfüllt weiterhin die Covenants seines Term Loans, der im Mai 2027 fällig wird. Wesentliche Posten im Berichtszeitraum sind ein $8,9 Millionen Mark-to-Market-Gewinn auf Earnout-Verbindlichkeiten und Vergleichsmaßnahmen, die Rückkaufverbindlichkeiten nach einer Rückkaufzahlung von $25,1M reduzierten.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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As of August 6, 2025, the registrant had
Table of Contents
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Cautionary Note Regarding Forward Looking Statements |
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PART I. |
FINANCIAL INFORMATION |
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Item 1. |
Financial Statements (Unaudited) |
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Condensed Consolidated Balance Sheets |
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Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) |
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Condensed Consolidated Statements of Stockholders’ Equity (Deficit) |
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Condensed Consolidated Statements of Cash Flows |
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Notes to Condensed Consolidated Financial Statements |
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Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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Quantitative and Qualitative Disclosures About Market Risk |
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Controls and Procedures |
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PART II. |
OTHER INFORMATION |
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Item 1. |
Legal Proceedings |
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Item 1A. |
Risk Factors |
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Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds |
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Item 3. |
Defaults Upon Senior Securities |
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Mine Safety Disclosures |
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Other Information |
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Exhibits |
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Signatures |
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i
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q (this “Quarterly Report”) contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts contained in this Quarterly Report may be forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “anticipate,” “believe,” “can,” “continue,” “could,” “estimate,” “expect,” “forecast,” “hope,” “intend,” “may,” “might,” “ongoing,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “target,” “will,” “would” or the negative of these terms or other similar terms or expressions. Forward-looking statements contained in this Quarterly Report include, but are not limited to statements regarding biote Corp.’s future results of operations and financial position, industry and business trends, business strategy, plans, market growth and management’s expectations, hopes, beliefs, intentions, or strategies regarding the future.
These forward-looking statements are based on information available as of the date of this Quarterly Report, and our management’s current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing the Company’s views as of any subsequent date. The Company does not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
You should not place undue reliance on these forward-looking statements. As a result of a number of known and unknown risks and uncertainties, the Company’s actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include:
For the reasons described above, we caution you against relying on any forward-looking statements, which should also be read in conjunction with Part I, Item 1A. “Risk Factors” in the Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Form 10-K”), filed with the SEC on March 14, 2025 and Part II, Item 1A. “Risk Factors” in the Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, as supplemented by other cautionary statements that are included elsewhere in this Quarterly Report and in our public filings, including under “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Any forward-looking statement made by us speaks only as of the date on which we make it. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments, or otherwise, except as may be required by law.
PART I—FINANCIAL INFORMATION
Item 1. Financial Statements
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biote Corp.
CONDENSED CONSOLIDATED BALANCE SHEETS
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||
Other non-current assets |
|
|
|
|
|
|
||
Total assets |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Liabilities and Stockholders’ Deficit |
|
|
|
|
|
|
||
Current liabilities: |
|
|
|
|
|
|
||
Accounts payable |
|
$ |
|
|
$ |
|
||
Accrued expenses |
|
|
|
|
|
|
||
Term loan, current |
|
|
|
|
|
|
||
Deferred revenue, current |
|
|
|
|
|
|
||
Earnout liabilities, current |
|
|
— |
|
|
|
|
|
Operating lease liabilities, current |
|
|
|
|
|
|
||
Share repurchase liabilities, current |
|
|
|
|
|
|
||
Total current liabilities |
|
|
|
|
|
|
||
Term loan, net of current portion |
|
|
|
|
|
|
||
Deferred revenue, net of current portion |
|
|
|
|
|
|
||
Operating lease liabilities, net of current portion |
|
|
|
|
|
|
||
Share repurchase liabilities, net of current portion |
|
|
|
|
|
|
||
Other non-current liability |
|
|
— |
|
|
|
|
|
TRA liability |
|
|
|
|
|
|
||
Earnout liabilities, net of current portion |
|
|
|
|
|
|
||
Total liabilities |
|
|
|
|
|
|
||
|
|
|
|
|
|
|||
Stockholders’ Deficit |
|
|
|
|
|
|
||
Preferred stock, $ |
|
|
|
|
|
|
||
Class A common stock, $ |
|
|
|
|
|
|
||
Class V voting stock, $ |
|
|
|
|
|
|
||
Additional paid-in capital |
|
|
|
|
|
|
||
Accumulated deficit |
|
|
( |
) |
|
|
( |
) |
Accumulated other comprehensive loss |
|
|
( |
) |
|
|
( |
) |
Treasury stock, at cost |
|
|
( |
) |
|
|
( |
) |
biote Corp.’s stockholders’ deficit |
|
|
( |
) |
|
|
( |
) |
Noncontrolling interest |
|
|
|
|
|
|
||
Total stockholders’ deficit |
|
|
( |
) |
|
|
( |
) |
Total liabilities and stockholders’ deficit |
|
$ |
|
|
$ |
|
||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
1
biote Corp.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(in thousands, except share and per share amounts) (Unaudited)
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Product revenue |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Service revenue |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total revenue |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cost of revenue |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cost of products |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cost of services |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cost of revenue |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Selling, general and administrative |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Income from operations |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other income (expense), net: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest expense, net |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Gain (loss) from change in fair value of earnout liabilities |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Other expenses |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Total other income (expense), net |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Income (loss) before provision for income taxes |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Income tax expense |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income (loss) |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Less: Net income (loss) attributable to noncontrolling interest |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Net income (loss) attributable to biote Corp. stockholders |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other comprehensive income (loss): |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign currency translation adjustments |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Other comprehensive income (loss) |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Comprehensive income (loss) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income (loss) per common share |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
||
Diluted |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
||
Weighted average common shares outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Diluted |
|
|
|
|
|
|
|
|
|
|
|
|
||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
2
biote Corp.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)
(in thousands, except share amounts) (Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
|||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
Stockholders’ |
|
|
|
|
|
|||||||||||
|
|
|
Additional |
|
|
|
|
Other |
|
|
|
Deficit |
|
Non- |
|
Total |
|
|||||||||||||||||
|
Class A Common Stock |
|
Class V Voting Stock |
|
Paid-in |
|
Accumulated |
|
|
Comprehensive |
|
Treasury |
|
Attributable to |
|
controlling |
|
Stockholders’ |
|
|||||||||||||||
|
Shares |
|
Amount |
|
Shares |
|
Amount |
|
Capital |
|
Deficit |
|
|
Loss |
|
Stock |
|
biote Corp. |
|
Interest |
|
Deficit |
|
|||||||||||
Balance at December 31, 2024 |
|
|
$ |
|
|
|
$ |
|
$ |
— |
|
$ |
( |
) |
|
$ |
( |
) |
$ |
( |
) |
$ |
( |
) |
$ |
|
$ |
( |
) |
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Distributions |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
— |
|
|
( |
) |
|
( |
) |
Net income |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
— |
|
|
— |
|
|
|
|
|
|
|
||||
Other comprehensive income (loss) |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
( |
) |
|
— |
|
|
( |
) |
|
— |
|
|
( |
) |
Share-based compensation |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
|
|||
TRA liability |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance at March 31, 2025 |
|
|
$ |
|
|
|
$ |
|
$ |
— |
|
$ |
( |
) |
|
$ |
( |
) |
$ |
( |
) |
$ |
( |
) |
$ |
|
$ |
( |
) |
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Distributions |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
— |
|
|
( |
) |
|
( |
) |
Net income |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
— |
|
|
— |
|
|
|
|
|
|
|
||||
Other comprehensive income (loss) |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|||
Share-based compensation |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
|
|||
Vesting of RSUs |
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
( |
) |
|
|
— |
|
|
— |
|
|
( |
) |
|
|
|
— |
|
||
Issuance of stock under purchase plans |
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|||||
Exercise of stock options |
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
( |
) |
|
|
— |
|
|
— |
|
|
( |
) |
|
|
|
|
|||
Shares issued in connection with acquisition |
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
( |
) |
|
|
— |
|
|
— |
|
|
( |
) |
|
|
|
— |
|
||
TRA liability |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance at June 30, 2025 |
|
|
$ |
|
|
|
$ |
|
$ |
— |
|
$ |
( |
) |
|
$ |
( |
) |
$ |
( |
) |
$ |
( |
) |
$ |
|
$ |
( |
) |
|||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
3
biote Corp.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)
(in thousands, except share amounts) (Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
|||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
Stockholders’ |
|
|
|
|
|
|||||||||||
|
|
|
Additional |
|
|
|
|
Other |
|
|
|
Deficit |
|
Non- |
|
Total |
|
|||||||||||||||||
|
Class A Common Stock |
|
Class V Voting Stock |
|
Paid-in |
|
Accumulated |
|
|
Comprehensive |
|
Treasury |
|
Attributable to |
|
controlling |
|
Stockholders’ |
|
|||||||||||||||
|
Shares |
|
Amount |
|
Shares |
|
Amount |
|
Capital |
|
Deficit |
|
|
Loss |
|
Stock |
|
biote Corp. |
|
Interest |
|
Deficit |
|
|||||||||||
Balance at December 31, 2023 |
|
|
$ |
|
|
|
$ |
|
$ |
— |
|
$ |
( |
) |
|
$ |
( |
) |
$ |
— |
|
$ |
( |
) |
$ |
( |
) |
$ |
( |
) |
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Distributions |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
— |
|
|
( |
) |
|
( |
) |
Net loss |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
( |
) |
|
|
— |
|
|
— |
|
|
( |
) |
|
( |
) |
|
( |
) |
Other comprehensive income (loss) |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
( |
) |
|
— |
|
|
( |
) |
|
( |
) |
|
( |
) |
Share-based compensation |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
|
|||
Vesting of RSUs |
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
( |
) |
|
|
— |
|
|
— |
|
|
( |
) |
|
|
|
— |
|
||
Exercise of stock options |
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
( |
) |
|
|
— |
|
|
— |
|
|
( |
) |
|
|
|
|
|||
Class A common stock repurchased |
|
( |
) |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
( |
) |
|
( |
) |
|
— |
|
|
( |
) |
Shares issued in connection with acquisition |
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance at March 31, 2024 |
|
|
$ |
|
|
|
$ |
|
$ |
— |
|
$ |
( |
) |
|
$ |
( |
) |
$ |
( |
) |
$ |
( |
) |
$ |
( |
) |
$ |
( |
) |
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Distributions |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
— |
|
|
( |
) |
|
( |
) |
Net loss |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
( |
) |
|
|
— |
|
|
— |
|
|
( |
) |
|
( |
) |
|
( |
) |
Other comprehensive income (loss) |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
( |
) |
|
— |
|
|
( |
) |
|
— |
|
|
( |
) |
Share-based compensation |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
|
|||
Vesting of RSUs |
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
( |
) |
|
|
( |
) |
|
— |
|
|
( |
) |
|
|
|
— |
|
||
Issuance of stock under purchase plans |
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
( |
) |
|
|
— |
|
|
— |
|
|
( |
) |
|
|
|
|
|||
Exercise of stock options |
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
( |
) |
|
|
( |
) |
|
— |
|
|
( |
) |
|
|
|
|
|||
Class A common stock repurchased |
|
( |
) |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
( |
) |
|
( |
) |
|
— |
|
|
( |
) |
Shares issued in connection with acquisition |
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
|
||||
Exchanges of Class V voting stock |
|
|
|
— |
|
|
( |
) |
|
— |
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
|
( |
) |
|
— |
|
||||
Legal Settlement - Repurchase of Shares |
|
( |
) |
|
— |
|
|
( |
) |
|
( |
) |
|
— |
|
|
( |
) |
|
|
|
|
( |
) |
|
( |
) |
|
( |
) |
|
( |
) |
|
Legal Settlement - Liabilities |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
|
|||
TRA liability |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance at June 30, 2024 |
|
|
$ |
|
|
|
$ |
|
$ |
— |
|
$ |
( |
) |
|
$ |
( |
) |
$ |
( |
) |
$ |
( |
) |
$ |
|
$ |
( |
) |
|||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
4
biote Corp.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands) (Unaudited)
|
|
Six Months Ended June 30, |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
Operating Activities |
|
|
|
|
|
|
||
Net income (loss) |
|
$ |
|
|
$ |
( |
) |
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities: |
|
|
|
|
|
|
||
Depreciation and amortization |
|
|
|
|
|
|
||
Bad debt expense |
|
|
|
|
|
|
||
Amortization of debt issuance costs |
|
|
|
|
|
|
||
Provision for obsolete inventory |
|
|
|
|
|
|
||
Non-cash lease expense |
|
|
|
|
|
|
||
Non-cash interest on share repurchase liability |
|
|
|
|
|
|
||
Share-based compensation expense |
|
|
|
|
|
|
||
(Gain) loss from change in fair value of earnout liabilities |
|
|
( |
) |
|
|
|
|
Deferred income taxes |
|
|
|
|
|
— |
|
|
Changes in operating assets and liabilities: |
|
|
|
|
|
|
||
Accounts receivable |
|
|
( |
) |
|
|
( |
) |
Inventory |
|
|
|
|
|
( |
) |
|
Other assets |
|
|
( |
) |
|
|
|
|
Accounts payable |
|
|
( |
) |
|
|
|
|
Deferred revenue |
|
|
( |
) |
|
|
|
|
Accrued expenses |
|
|
( |
) |
|
|
( |
) |
Payments pursuant to TRA |
|
|
( |
) |
|
|
— |
|
Operating lease liabilities |
|
|
( |
) |
|
|
( |
) |
Net cash provided by operating activities |
|
|
|
|
|
|
||
Investing Activities |
|
|
|
|
|
|
||
Purchases of property and equipment |
|
|
( |
) |
|
|
( |
) |
Purchases of capitalized software |
|
|
( |
) |
|
|
( |
) |
Acquisitions, net of cash acquired |
|
|
— |
|
|
|
( |
) |
Net cash used in investing activities |
|
|
( |
) |
|
|
( |
) |
Financing Activities |
|
|
|
|
|
|
||
Repurchases of Class A common stock |
|
|
— |
|
|
|
( |
) |
Borrowings on revolving loans |
|
|
— |
|
|
|
|
|
Principal repayments on term loan |
|
|
( |
) |
|
|
( |
) |
Payments on repurchase liability |
|
|
( |
) |
|
|
( |
) |
Proceeds from exercise of stock options |
|
|
|
|
|
|
||
Issuance of stock under purchase plan |
|
|
|
|
|
|
||
Distributions |
|
|
( |
) |
|
|
( |
) |
Net cash used in financing activities |
|
|
( |
) |
|
|
( |
) |
Effect of exchange rate changes on cash and cash equivalents |
|
|
|
|
|
( |
) |
|
Net decrease in cash and cash equivalents |
|
|
( |
) |
|
|
( |
) |
Cash and cash equivalents at beginning of period |
|
|
|
|
|
|
||
Cash and cash equivalents at end of period |
|
$ |
|
|
$ |
|
||
Supplemental Disclosure of Cash Flow Information |
|
|
|
|
|
|
||
Cash paid for interest |
|
$ |
|
|
$ |
|
||
Cash paid for income taxes |
|
$ |
|
|
$ |
|
||
Non-cash investing and financing activities |
|
|
|
|
|
|
||
Capital expenditures and capitalized software included in accounts payable |
|
$ |
— |
|
|
$ |
|
|
Shares issued to acquire Simpatra |
|
$ |
— |
|
|
$ |
|
|
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
5
biote Corp.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
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 $
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.
6
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 |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||
Accumulated deficit |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
biote Corp.’s stockholders’ deficit |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Noncontrolling interest |
|
$ |
|
|
$ |
|
|
$ |
|
|||
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 |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||
Net loss |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Less: Net loss attributable to noncontrolling interest |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Net loss attributable to biote Corp. |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
|
|
|
|
|
|
|
|
|
|||
Basic |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Diluted |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
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 |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||
Net loss |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Less: Net loss attributable to noncontrolling interest |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Net loss attributable to biote Corp. |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
|
|
|
|
|
|
|
|
|
|||
Basic |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Diluted |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
7
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 |
$ |
( |
) |
$ |
— |
|
|
( |
) |
$ |
( |
) |
$ |
— |
|
$ |
( |
) |
$ |
( |
) |
$ |
— |
|
$ |
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Distributions |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
( |
) |
|
— |
|
|
( |
) |
Net loss |
|
( |
) |
|
( |
) |
|
( |
) |
|
( |
) |
|
( |
) |
|
( |
) |
|
( |
) |
|
|
|
( |
) |
|
Other comprehensive income (loss) |
|
— |
|
|
— |
|
|
— |
|
|
( |
) |
|
— |
|
|
( |
) |
|
( |
) |
|
— |
|
|
( |
) |
Share-based compensation |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
— |
|
|
— |
|
|
— |
|
||||
Vesting of RSUs |
|
( |
) |
|
|
|
( |
) |
|
( |
) |
|
|
|
( |
) |
|
|
|
( |
) |
|
|
||||
Exercise of stock options |
|
( |
) |
|
|
|
( |
) |
|
( |
) |
|
|
|
( |
) |
|
|
|
( |
) |
|
|
||||
Class A common stock repurchased |
|
— |
|
|
— |
|
|
— |
|
|
( |
) |
|
— |
|
|
( |
) |
|
— |
|
|
— |
|
|
— |
|
Shares issued in connection with acquisition |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Balance at March 31, 2024 |
$ |
( |
) |
$ |
( |
) |
$ |
( |
) |
$ |
( |
) |
$ |
( |
) |
$ |
( |
) |
$ |
( |
) |
$ |
|
$ |
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Distributions |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
( |
) |
|
— |
|
|
( |
) |
Net loss |
|
( |
) |
|
( |
) |
|
( |
) |
|
( |
) |
|
( |
) |
|
( |
) |
|
( |
) |
|
|
|
( |
) |
|
Other comprehensive income (loss) |
|
— |
|
|
— |
|
|
— |
|
|
( |
) |
|
— |
|
|
( |
) |
|
— |
|
|
— |
|
|
— |
|
Share-based compensation |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
— |
|
|
— |
|
|
— |
|
||||
Vesting of RSUs |
|
( |
) |
|
|
|
( |
) |
|
( |
) |
|
|
|
( |
) |
|
|
|
( |
) |
|
|
||||
Issuance of stock under purchase plans |
|
( |
) |
|
|
|
( |
) |
|
( |
) |
|
|
|
( |
) |
|
|
|
( |
) |
|
|
||||
Exercise of stock options |
|
( |
) |
|
|
|
( |
) |
|
( |
) |
|
|
|
( |
) |
|
|
|
( |
) |
|
|
||||
Class A common stock repurchased |
|
— |
|
|
— |
|
|
|
|
( |
) |
|
— |
|
|
( |
) |
|
— |
|
|
— |
|
|
— |
|
|
Shares issued in connection with acquisition |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
— |
|
|
— |
|
|
— |
|
||||
Exchanges of Class V voting stock |
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
( |
) |
|
|
|
( |
) |
|||||
Legal Settlement - Repurchase of Shares |
|
( |
) |
|
( |
) |
|
( |
) |
|
( |
) |
|
( |
) |
|
( |
) |
|
( |
) |
|
|
|
( |
) |
|
Legal Settlement - Liabilities |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
— |
|
|
— |
|
|
— |
|
||||
TRA liability |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
— |
|
|
— |
|
|
— |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Balance at June 30, 2024 |
$ |
( |
) |
$ |
|
$ |
( |
) |
$ |
( |
) |
$ |
|
$ |
( |
) |
$ |
|
$ |
— |
|
$ |
|
||||
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) |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
Accrued expenses |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Net cash provided by operating activities |
|
$ |
|
|
$ |
|
|
$ |
|
|||
The accounting policies of the Company are set forth in Note 2 Summary of Significant Accounting Policies of Notes to Consolidated Financial Statements in the Company’s 2024 Form 10-K.
There have been no changes to our significant accounting policies described in the in the 2024 Form 10-K that have had a material impact on our unaudited condensed consolidated financial statements and related notes, other than the selected information below.
8
Other Current Assets—
|
|
June 30, |
|
|
December 31, |
|
||
(in thousands) |
|
2025 |
|
|
2024 |
|
||
Prepaid expenses |
|
$ |
|
|
$ |
|
||
Advances |
|
|
|
|
|
|
||
Income tax receivable |
|
|
|
|
|
|
||
Other assets |
|
|
|
|
|
|
||
Total other current assets |
|
$ |
|
|
$ |
|
||
Prepaid expenses include software and technology licensing agreements, insurance premiums and other advance payments for services to be received over the next 12 months. Advances are comprised of deposit payments to vendors for inventory purchase orders to be received in the next 12 months. Other assets consist of interest earned, but not received on the Company’s money market account.
Share Repurchase Liabilities—Share repurchase liabilities were the result of settlements with former shareholders. These liabilities were accounted for as forward share repurchase contracts. The forward share repurchase liabilities were initially measured at the present value of the settlement amounts discounted at the rate implicit at inception and subsequently remeasured using the effective interest rate method. Changes in the carrying amounts of the forward share repurchase liabilities are recorded in interest expense in the condensed consolidated statement of operations and comprehensive income (loss). The reduction of Class A common stock outstanding was recorded at the inception of the forward share repurchase contracts and factored into the calculation of weighted average shares outstanding at that time.
During the second quarter of 2025, the Company repurchased approximately
Defined Contribution Retirement Plan—Effective January 1, 2021, the Company offers participation in the BioTE Medical, LLC (“BioTE Medical”) 401(k) Plan (the “401(k) Plan”), a defined contribution plan providing retirement benefits to eligible employees. Eligible employees may contribute a portion of their annual compensation to the 401(k) Plan, subject to the maximum annual amounts as set periodically by the Internal Revenue Service. The Company makes a safe harbor, non-elective contribution to the 401(k) Plan equal to
The Company made safe harbor contributions under the 401(k) Plan of $
Concentrations—Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash, accounts receivable, credit agreements, and inventory purchases. The Company’s cash balances exceed those that are federally insured. To date, the Company has not recognized any losses caused by uninsured balances.
As of June 30, 2025 and December 31, 2024,
Inventory purchases from
Significant customers are those which represent more than 10% of the Company’s total revenue or gross accounts receivable balance. The Company did
Recently Adopted Accounting Pronouncements—In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which expands public entities’ segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment’s profit or loss and assets. The ASU is effective for annual periods beginning after
9
Recent Accounting Pronouncements Not Yet Adopted—In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”), which improves financial reporting by requiring disclosure of additional information about certain costs and expenses in the notes to the interim and annual financial statements. The amendments in this ASU are applied either prospectively to financial statements issued after the effective date or retrospectively to any or all prior periods presented in the financial statements. ASU 2024-03 is effective for annual periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is evaluating the impact of this new guidance on its consolidated financial statements.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which expands annual disclosures in an entity’s income tax rate reconciliation table and requires annual disclosures regarding cash taxes paid both in the U.S. (federal and state) and foreign jurisdictions. The amendments to this ASU are effective for annual periods beginning after December 15, 2024. Early adoption is permitted. The Company is evaluating the impact this guidance will have on its disclosures.
The Company considers the applicability and impact of all ASUs issued by the FASB. The Company determined at this time that all other ASUs issued but not yet adopted are either not applicable or are expected to have a minimal impact on its financial position and results of operations.
F.H. Investments
On March 18, 2024, the Company acquired F.H. Investments Inc. (“Asteria Health”) a privately held 503B manufacturer of compounded bioidentical hormones. The total consideration of $
The Company accounted for this transaction as a business combination. On March 18, 2025, the Company finalized its purchase price allocation.
(in thousands) |
|
Preliminary Purchase Price Allocation |
|
|
Measurement Period Adjustments |
|
|
Final Purchase Price Allocation |
|
|||
Accounts receivable |
|
$ |
|
|
$ |
— |
|
|
$ |
|
||
Inventory |
|
|
|
|
|
— |
|
|
|
|
||
Other current assets |
|
|
|
|
|
|
|
|
|
|||
Customer relationships |
|
|
|
|
|
|
|
|
|
|||
Non-compete |
|
|
|
|
|
|
|
|
|
|||
Trade name |
|
|
|
|
|
— |
|
|
|
|
||
Property and equipment |
|
|
|
|
|
( |
) |
|
|
|
||
Operating lease right-of-use assets |
|
|
|
|
|
— |
|
|
|
|
||
Accounts payable |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Accrued expenses |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Operating lease liabilities, current |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Operating lease liabilities, net of current portion |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Total identifiable net assets |
|
|
|
|
|
( |
) |
|
|
|
||
Total cash consideration |
|
|
|
|
|
|
|
|
|
|||
Earnout liability, current |
|
|
|
|
|
— |
|
|
|
|
||
Goodwill |
|
$ |
|
|
$ |
|
|
$ |
|
|||
The excess of the total consideration over the identifiable net assets acquired was allocated to goodwill. None of the goodwill is deductible for tax purposes. Goodwill is not amortized but is subject to an annual impairment test using a fair-value approach. The Company has elected to test goodwill for impairment on October 1 each year.
The identifiable intangible assets included customer relationships, a non-compete agreement and a trade name. The customer relationships were valued using the multi-period excess earnings method (“MPEEM”). The MPEEM isolates the cash flows that can be associated with the existing customer relationships and measures fair value by discounting the cash flows to present value. The non-competition agreement was valued using the with-and-without method. Under this method, the debt-free net cash flow of Asteria Health under a scenario in which the covenantor does not compete with Asteria Health was compared with the debt-free net cash flow of Asteria Health under a scenario in which the covenantor competes with Asteria Health. The difference in debt-free net cash flow
10
between the two scenarios was then adjusted to account for the probability that the covenantor would successfully compete with Asteria Health absent the non-competition agreement. The relief-from-royalty method was utilized to value the trade name. The relief-from-royalty method is a form of discounted cash flow analysis that is predicated upon the economic benefits provided to the owner of the intangible asset. The theoretical underpinning of the methodology is that if the intangible asset being valued were not owned by its user, then the user would have to pay the owner a royalty for the right to use the asset. The royalty is generally based upon a percentage of revenue and is a function of the right being granted and a variety of economic factors. The fair value measurements were primarily based on significant inputs that are not observable in the market and, thus, are classified in Level 3 of the fair value hierarchy.
The Company determined that the carrying value of the cash earnout payment is a reasonable estimate of its fair value, due to the short-term period over which the cash earnout is expected to be earned. In determining the estimated fair value of the cash earnout payment, the Company made certain judgments, estimates and assumptions, the most significant of which was the expected period over which the specified metric would be achieved. Contingent payments are classified in Level 3 of the fair value hierarchy.
Costs incurred to purchase Asteria Health were recognized as expenses in the period in which the costs were incurred. During the six months ended June 30, 2024, the Company incurred $
Simpatra, LLC
On
The identifiable intangible assets included developed technology, customer relationships, and a trade name. The developed technology was valued using the MPEEM. The MPEEM isolates the cash flows that can be associated with the existing technology and measures fair value by discounting the cash flows to present value. The customer relationships were valued using the distributor method, a variant of the MPEEM that relies upon market-based distributor data or other appropriate market inputs to value existing customer relationships. The distributor method may also be viewed as a profit-split method, in which function-specific profit is allocated to the identified assets. The underlying theory is that a business is comprised of various functional components (such as manufacturing, distribution, and intellectual property) and that, if available, market-based data may be used to reasonably isolate the revenue, earnings, and cash flow related to these functional areas. Using distributor inputs assists with isolating cash flow attributable to the customer-related assets. The distributor method uses market-based data to support the selection of profitability and other inputs related to customer-related activities. The relief-from-royalty method was utilized to value the trade name. The relief-from-royalty method is a form of discounted cash flow analysis that is predicated upon the economic benefits provided to the owner of the intangible asset. The theoretical underpinning of the methodology is that if the intangible asset being valued were not owned by its user, then the user would have to pay the owner a royalty for the right to use the asset. The royalty is generally based upon a percentage of revenue and is a function of the right being granted and a variety of economic factors. The fair value measurements were primarily based on significant inputs that are not observable in the market and, thus, are classified in Level 3 of the fair value hierarchy.
The future earnout payment was valued using a Monte Carlo simulation in order to project the future path of Simpatra’s revenue and the Company’s stock price over the earnout period. In determining the estimated fair value of the future earnout payment, the Company made certain judgments, estimates and assumptions, the most significant of which were the revenue volatility, the revenue discount rate, the correlation factor of Simpatra’s revenue to the Company’s equity, the Company’s stock price, the equity volatility and the risk free rate of return. The future earnout payment is classified in Level 3 of the fair value hierarchy.
BioSana ID LLC
On
11
Revenue recognized for each revenue stream was as follows:
|
|
Three Months Ended |
|
|
Six Months Ended June 30, |
|
||||||||||
(in thousands) |
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Pellet procedures |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Dietary supplements |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Disposable trocars |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Shipping fees and other |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Product revenue |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Training |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Contract-term services |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Service revenue |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total revenue |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Revenue recognized by geographic region was as follows:
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
(in thousands) |
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
United States |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
All other |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Product revenue |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
United States |
|
|
|
|
|
|
|
|
|
|
|
|
||||
All other |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total revenue |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Significant changes in contract liability balances were as follows:
|
|
Six Months Ended June 30, |
|
|||||||||||||
|
|
2025 |
|
|
2024 |
|
||||||||||
Description of change |
|
Deferred Revenue |
|
|
Deferred Revenue, |
|
|
Deferred Revenue |
|
|
Deferred Revenue, |
|
||||
Revenue recognized that was included in the contract liability balance at the beginning of the period |
|
$ |
( |
) |
|
$ |
— |
|
|
$ |
( |
) |
|
$ |
— |
|
Increases due to cash received, excluding amounts recognized as revenue during the period |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Transfers between current and non-current liabilities due to the expected revenue recognition period |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Total increase (decrease) in contract liabilities |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|||
Consideration allocated to initial training due to deposits paid upfront is presented within deferred revenue in the unaudited condensed consolidated balance sheets and is expected to be recognized as revenue within one year as the training is performed. Consideration allocated to contract-term services is presented within deferred revenue and deferred revenue, net of current portion for the amounts expected to be recognized within one year and longer than one year, respectively.
Consideration allocated to the premiums within the management fee for pellet procedures is presented within deferred revenue current and deferred revenue, net of current portion for amounts expected to be recognized within one year and longer than one year, respectively.
12
Consideration allocated to performance obligations was as follows:
|
|
June 30, |
|
|
December 31, |
|
||
(in thousands) |
|
2025 |
|
|
2024 |
|
||
Unsatisfied training obligations – Current |
|
$ |
|
|
$ |
|
||
Unsatisfied contract-term services – Current |
|
|
|
|
|
|
||
Unsatisfied contract-term services – Long-term |
|
|
|
|
|
|
||
Total allocated to unsatisfied contract-term services |
|
|
|
|
|
|
||
Unsatisfied pellet procedures – Current |
|
|
|
|
|
|
||
Unsatisfied pellet procedures – Long-term |
|
|
|
|
|
|
||
Total allocated to unsatisfied pellet procedures |
|
|
|
|
|
|
||
Total deferred revenue – Current |
|
$ |
|
|
$ |
|
||
Total deferred revenue – Long-term |
|
$ |
|
|
$ |
|
||
The Company does not have a history of material returns or refunds and generally does not offer warranties or guarantees for any products or services. There were
The components of inventory, net were as follows:
|
|
June 30, |
|
|
December 31, |
|
||
(in thousands) |
|
2025 |
|
|
2024 |
|
||
Product inventory – Pellets |
|
$ |
|
|
$ |
|
||
Pellets in process |
|
|
|
|
|
|
||
Raw materials |
|
|
|
|
|
|
||
Less: Obsolete and expired pellet allowance |
|
|
( |
) |
|
|
( |
) |
Pellet inventory, net |
|
|
|
|
|
|
||
Product inventory – Dietary supplements |
|
|
|
|
|
|
||
Less: Obsolete and expired dietary supplement allowance |
|
|
( |
) |
|
|
( |
) |
Dietary supplement inventory, net |
|
|
|
|
|
|
||
Inventory, net |
|
$ |
|
|
$ |
|
||
Property and equipment, net consisted of the following:
|
|
June 30, |
|
|
December 31, |
|
||
(in thousands) |
|
2025 |
|
|
2024 |
|
||
Trocars |
|
$ |
|
|
$ |
|
||
Leasehold improvements |
|
|
|
|
|
|
||
Office equipment |
|
|
|
|
|
|
||
Compounding equipment |
|
|
|
|
|
|
||
Computer software |
|
|
|
|
|
|
||
Furniture and fixtures |
|
|
|
|
|
|
||
Computer equipment |
|
|
|
|
|
|
||
Construction in process |
|
|
|
|
|
|
||
Property and equipment |
|
|
|
|
|
|
||
Less: Accumulated depreciation |
|
|
( |
) |
|
|
( |
) |
Property and equipment, net |
|
$ |
|
|
$ |
|
||
Depreciation expense reflected in selling, general and administrative expense in the unaudited condensed consolidated statements of operations and comprehensive income (loss) was $
The Company’s property and equipment are all held within the United States.
13
Capitalized software, net consisted of the following:
|
|
June 30, |
|
|
December 31, |
|
||
(in thousands) |
|
2025 |
|
|
2024 |
|
||
Website costs |
|
$ |
|
|
$ |
|
||
Development in process |
|
|
|
|
|
|
||
Less: Accumulated amortization |
|
|
( |
) |
|
|
( |
) |
Capitalized software, net |
|
$ |
|
|
$ |
|
||
Total amortization expense for capitalized software was $
Intangible assets, net consisted of the following:
|
|
June 30, 2025 |
|
|
December 31, 2024 |
|
||||||||||||||||||
(in thousands) |
|
Fair Value at Acquisition |
|
|
Accumulated Amortization |
|
|
Net Carrying Value |
|
|
Fair Value at Acquisition |
|
|
Accumulated Amortization |
|
|
Net Carrying Value |
|
||||||
Customer relationships |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||||
Developed technology |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
Non-compete agreement |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
Trade names |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
Total intangible assets |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||||
Definite Lived Intangible Asset Amortization
Total amortization expense related to acquired definite lived intangible assets was $
As of June 30, |
|
(in thousands) |
|
|
2025 (remaining six months) |
|
$ |
|
|
2026 |
|
|
|
|
2027 |
|
|
|
|
2028 |
|
|
|
|
2029 |
|
|
|
|
Thereafter |
|
|
|
|
Total |
|
$ |
|
|
Accrued expenses consisted of the following:
|
|
June 30, |
|
|
December 31, |
|
||
(in thousands) |
|
2025 |
|
|
2024 |
|
||
Accrued professional fees |
|
$ |
|
|
$ |
|
||
Accrued employee-related costs |
|
|
|
|
|
|
||
Legal settlement accrual |
|
|
|
|
|
|
||
Other |
|
|
|
|
|
|
||
Accrued expenses |
|
$ |
|
|
$ |
|
||
Truist Term Loan
On May 22, 2022, the Company entered into a loan agreement with Truist Bank (the “Credit Agreement”) for $
14
million senior secured term loan A credit facility (the “Term Loan”), which was borrowed in full on May 22, 2022. The Company used the proceeds to refinance and replace an existing credit facility pursuant to a credit agreement, dated as of May 17, 2019, with Bank of America, N.A. and for general corporate purposes. Interest on borrowings under the Credit Agreement is based on either, at the Company’s election, the Standard Overnight Financing Rate plus an applicable margin of
Pursuant to the Credit Agreement, the Company may borrow under the Revolving Loans from time to time up to the total commitment of $
The Credit Agreement is secured by substantially all of the assets of the Company and is subject to, among other provisions, customary covenants regarding indebtedness, liens, negative pledges, restricted payments, certain prepayments of indebtedness, investments, fundamental changes, disposition of assets, sale and lease-back transactions, transactions with affiliates, amendments of or waivers with respect to restricted debt and permitted activities of the Company.
In connection with obtaining the Credit Agreement in May of 2022, the Company incurred lender’s fees and related attorney’s fees of $
Long-term debt was as follows:
|
|
June 30, |
|
|
December 31, |
|
||
(in thousands) |
|
2025 |
|
|
2024 |
|
||
Term loan |
|
$ |
|
|
$ |
|
||
Less: Current portion |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
||
Less: Unamortized debt issuance costs |
|
|
( |
) |
|
|
( |
) |
Term loan, net of current portion |
|
$ |
|
|
$ |
|
||
Future maturities of long-term debt, excluding debt issuance costs, are as follows:
As of June 30, |
|
(in thousands) |
|
|
2025 (remaining six months) |
|
|
|
|
2026 |
|
|
|
|
2027 |
|
|
|
|
|
|
$ |
|
|
Certain of the Company’s equity holders received earnout securities that will vest if certain share price targets (the “Triggering Events”) are achieved by
15
The earnout securities are classified as a liability in the Company’s unaudited condensed consolidated balance sheets because they do not qualify as being indexed to the Company’s own stock. The earnout liability was initially measured at fair value and is subsequently remeasured at the end of each reporting period. The change in fair value of the earnout liability is recorded in the unaudited condensed consolidated statements of operations and comprehensive income (loss). Please refer to Note 12 for additional information on the fair value of the earnout liability.
In connection with the acquisitions completed during the first quarter of 2024, the Company recorded additional earnout liabilities. Please refer to Note 3 for additional information on the acquisitions.
The Company has established a fair value hierarchy which prioritizes the inputs to the valuation techniques used to measure fair value into three levels. These levels are determined based on the lowest level input that is significant to the fair value measurement. Levels within the hierarchy are defined in Note 2 to the consolidated financial statements in the 2024 Form 10-K.
The Company’s financial instruments consist of accounts receivable, accounts payable, accrued expenses, and short- and long-term debt. The carrying value of accounts receivable, accounts payable, accrued expenses and short-term debt are considered a reasonable estimate of their fair value, due to the short-term maturity of these instruments.
The Company’s debt instruments are carried at amortized cost in its unaudited condensed consolidated balance sheets, which may differ from their respective fair values. The fair values of the Company’s Term Loan and Revolving Loans generally approximate their carrying values.
The following table presents information regarding the Company’s financial liabilities that were measured at fair value on a recurring basis:
|
|
June 30, 2025 |
|
|||||||||||||
(in thousands) |
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
||||
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Earnout liability |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
|
$ |
|
||
|
|
December 31, 2024 |
|
|||||||||||||
(in thousands) |
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
||||
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Earnout liability |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
|
$ |
|
||
There were no movements between levels during the three and six months ended June 30, 2025.
Level 3 Disclosures
Earnout Liabilities
The earnout liability related to the Business Combination Agreement was valued using a Monte Carlo simulation in order to project the future path of the Company’s stock price over the earnout period. The earnout liability related to the acquisition of Simpatra was valued using a Monte Carlo simulation in order to project the future path of Simpatra’s revenue and the Company’s stock price over the earnout period. The carrying amount of these liabilities may fluctuate significantly, and actual amounts paid may be materially different from the liability’s estimated fair value.
The following table provides the significant inputs used to measure the fair value of the level 3 earnout liability related to the Business Combination Agreement:
|
|
As of |
|
|||||
|
|
June 30, 2025 |
|
|
December 31, 2024 |
|
||
Stock price |
|
$ |
|
|
$ |
|
||
Risk-free rate |
|
|
% |
|
|
% |
||
Volatility |
|
|
% |
|
|
% |
||
Term (in years) |
|
|
|
|
|
|
||
16
The following table provides the significant inputs used to measure the fair value of the level 3 earnout liability related to the acquisition of Simpatra:
|
|
As of |
|
|||||
|
|
June 30, 2025 |
|
|
December 31, 2024 |
|
||
Stock price |
|
$ |
|
|
$ |
|
||
Risk-free rate |
|
|
% |
|
|
% |
||
Equity volatility |
|
|
% |
|
|
% |
||
Revenue volatility |
|
|
% |
|
|
% |
||
Revenue discount rate |
|
|
% |
|
|
% |
||
Correlation factor |
|
|
% |
|
|
% |
||
Term (in years) |
|
|
|
|
|
|
||
Changes in the fair value of the Company’s Level 3 financial instruments were as follows:
(in thousands) |
|
Earnout Liability |
|
|
Fair value as of December 31, 2024 |
|
$ |
|
|
Settlement |
|
|
( |
) |
Gain on asset acquisition |
|
|
( |
) |
Gain from change in fair value |
|
|
( |
) |
Fair value as of June 30, 2025 |
|
$ |
|
|
The Company is organized in an umbrella partnership-C corporation (“Up-C”) structure in which the business of the Company is operated by Holdings and Biote’s only material direct asset consists of equity interests in Holdings. As of June 30, 2025, Biote’s ownership of Holdings was approximately
The non-controlling interest holders may redeem their units in Holdings for an equal number of shares of Biote’s Class A common stock or, at the election of Biote, cash. As a result, Biote’s ownership interest in Holdings will continue to increase. Because redemptions for cash are solely within the control of Biote, non-controlling interest is presented in permanent equity.
The Company grants restricted stock units (“RSUs”) to certain employees under the 2022 Equity Incentive Plan and are valued based on the closing price of the Company’s Class A common stock on the date of grant.
|
|
Shares |
|
|
Weighted-Average |
|
||
RSUs outstanding at December 31, 2023 |
|
|
|
|
$ |
|
||
Granted |
|
|
|
|
$ |
|
||
Vested |
|
|
( |
) |
|
$ |
|
|
RSUs outstanding at December 31, 2024 |
|
|
|
|
$ |
|
||
Granted |
|
|
|
|
$ |
|
||
Forfeited |
|
|
( |
) |
|
$ |
|
|
Vested |
|
|
( |
) |
|
$ |
|
|
RSUs outstanding at June 30, 2025 |
|
|
|
|
$ |
|
||
The Company recognized share-based compensation expense of $
17
Stock Options
The Company grants stock options to certain employees, directors, and consultants under the 2022 Equity Incentive Plan.
|
|
Shares |
|
|
Weighted-Average |
|
|
Weighted-Average |
|
|||
Options outstanding at December 31, 2023 |
|
|
|
|
$ |
|
|
|
|
|||
Granted |
|
|
|
|
$ |
|
|
|
|
|||
Exercised |
|
|
( |
) |
|
$ |
|
|
|
|
||
Forfeited |
|
|
( |
) |
|
$ |
|
|
|
|
||
Options outstanding at December 31, 2024 |
|
|
|
|
$ |
|
|
|
|
|||
Granted |
|
|
|
|
$ |
|
|
|
|
|||
Exercised |
|
|
( |
) |
|
$ |
|
|
|
|
||
Forfeited |
|
|
( |
) |
|
$ |
|
|
|
|
||
Options outstanding at June 30, 2025 |
|
|
|
|
$ |
|
|
|
|
|||
Options exercisable at June 30, 2025 |
|
|
|
|
$ |
|
|
|
|
|||
The Company recognized share-based compensation expense of $
The weighted-average assumptions used to estimate the fair value of stock options granted during the six months ended June 30, 2025 were as follows:
|
|
June 30, |
|
|
|
|
2025 |
|
|
Expected term (in years) |
|
|
|
|
Volatility |
|
|
% |
|
Risk-free rate |
|
|
% |
|
Dividend yield |
|
|
% |
|
Stock Purchase Plan
On May 26, 2022, the Company’s Board of Directors approved the 2022 Employee Stock Purchase Plan (the “ESPP”). The maximum number of shares of the Company’s Class A common stock that may be issued under the ESPP is equal to the sum of
The Company recognized share-based compensation expense of $
On July 1, 2014, the Company entered into a contract to lease office space in the Las Colinas Business Center in Irving, TX. Subsequent to execution of the contract, the Company revised the lease to include additional space and extend the lease term through
On September 11, 2024, the Company entered into a
18
The Company recognizes operating lease costs on a straight-line basis over the lease term within selling, general and administrative expense in the unaudited condensed consolidated statements of operations and comprehensive income (loss).
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Fixed lease expense |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Total lease cost |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other information: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash paid for amounts included in the measurement of lease liabilities |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Right-of-use assets obtained in exchange for new operating lease liabilities |
|
$ |
— |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||
The following table summarizes the balance sheet classification of the Company’s operating leases, amounts of ROU assets and lease liabilities, the weighted average remaining lease term, and the weighted average discount rate for the Company’s operating leases:
|
|
June 30, |
|
|
December 31, |
|
||
(in thousands) |
|
2025 |
|
|
2024 |
|
||
Lease assets |
|
|
|
|
|
|
||
Operating lease right-of-use assets |
|
$ |
|
|
$ |
|
||
Total lease assets |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Lease liabilities |
|
|
|
|
|
|
||
Current: |
|
|
|
|
|
|
||
Operating lease liabilities |
|
$ |
|
|
$ |
|
||
Non-current: |
|
|
|
|
|
|
||
Operating lease liabilities |
|
|
|
|
|
|
||
Total lease liabilities |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Weighted-average remaining lease term — operating leases (years) |
|
|
|
|
|
|
||
Weighted-average discount rate — operating leases |
|
|
% |
|
|
% |
||
The following table summarizes the payments by date for the Company’s operating lease, which is then reconciled to the total lease obligation:
As of June 30, |
|
(in thousands) |
|
|
2025 (remaining six months) |
|
$ |
|
|
2026 |
|
|
|
|
2027 |
|
|
|
|
2028 |
|
|
|
|
2029 |
|
|
|
|
Thereafter |
|
|
|
|
Total lease payments |
|
|
|
|
Less: Interest |
|
|
( |
) |
Present value of lease liabilities |
|
$ |
|
|
The Company is subject to U.S. federal and state taxes with respect to its allocable share of any taxable income or loss of Holdings as well as any stand-alone income or loss it generates. Holdings is treated as a partnership for U.S. federal and most applicable state and local income tax purposes and generally does not pay income taxes in most jurisdictions. Instead, Holdings’ taxable income or loss is passed through to and included in the taxable income or loss of its members, including the Company. Despite its status as a partnership in the U.S., Holdings’ foreign subsidiaries are taxable entities operating in foreign jurisdictions. As such, these foreign subsidiaries may record a tax expense or benefit in jurisdictions where a valuation allowance has not been recorded.
On December 13, 2021, the Company entered into a tax receivable agreement with the then-existing non-controlling interest holders (the “TRA”) that provides payments to be made to non-controlling interest holders of approximately
19
of units occurred during the three and six months ended June 30, 2025. During the year ended December 31, 2024,
On a quarterly basis, the Company estimates the effective tax rate expected to be applicable for the full year and makes changes, if necessary, based on new information or events. The estimated annual effective tax rate is forecasted based on actual historical information and forward-looking estimates and is used to provide for income taxes in interim reporting periods. The Company also recognizes the tax impact of certain unusual or infrequently occurring items, such as the effects of changes in tax laws or rates and impacts from settlements with tax authorities, discretely in the quarter in which they occur. The Company recorded income tax expense of $
The Company continues to evaluate its deferred tax assets each period to determine if a valuation allowance is required based on whether it is more likely than not that some portion of these deferred tax assets will not be realized. As part of the Company’s analysis, it considered both positive and negative factors that impact profitability and whether those factors would lead to a change in the estimate of its deferred tax assets that may be realized in the future. Based on the Company’s analysis, it has recorded a valuation allowance on its foreign deferred tax assets as of June 30, 2025. The Company will continue to assess the likelihood of the realization of its deferred tax assets and the valuation allowance will be adjusted accordingly.
On July 4, 2025, the One Big Beautiful Bill Act (the "Act") was signed into law in the United States, which contains a broad range of tax reform provisions affecting businesses, including the temporary and permanent extension of expiring provisions of the Tax Cuts and Jobs Act of 2017. ASC 740, Income Taxes, requires the effects of changes in tax rates and laws on deferred tax balances to be recognized in the period in which the legislation is enacted. Accordingly, the Company is currently evaluating the provisions of the Act including the potential implications for its deferred tax assets, valuation allowance assessments, and effective tax rate. At this time, the financial impact of the new legislation cannot be reasonably estimated.
On January 24, 2024, the Company’s Board of Directors approved a share repurchase program authorizing the repurchase of up to $
As of June 30, 2025, the remaining balance of the repurchase program was $
The computation of basic and diluted net income (loss) per common share is based on net income (loss) attributable to Biote stockholders divided by the basic and diluted weighted average number of shares of Class A common stock outstanding.
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
(in thousands, except share and per share data) |
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Net income (loss) per common share |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Numerator: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income (loss) attributable to biote Corp. stockholders (basic and diluted) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
||
Denominator: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted average shares outstanding - basic |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Effect of dilutive securities |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
||
Weighted average shares outstanding - diluted |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income (loss) per common share |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
||
Diluted |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
||
Net income (loss) per common share information for the three and six months ended June 30, 2025 and 2024 reflects only the net income (loss) attributable to holders of Biote’s Class A common stock, as well as both basic and diluted weighted average Class A common stock outstanding. Net income (loss) per common share is not separately presented for Class V voting stock because it has no economic rights to the income or loss of the Company. Class V voting stock is considered in the calculation of dilutive net income (loss) per common share on an if-converted basis as these shares, together with the related non-controlling interests, have redemption
20
rights into Class A common stock that could result in additional Class A common stock being issued. All other potentially dilutive securities are determined based on the treasury stock method.
The Company excluded the following potential shares, presented based on amounts outstanding at each period end, from the computation of diluted weighted average shares outstanding for the periods indicated because including them would have had an antidilutive effect:
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
RSUs |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
Stock Options |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Class V Voting Stock |
|
|
|
|
|
|
|
|
— |
|
|
|
|
|||
Member Earnout Units |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Sponsor Earnout Shares |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Litigation Risk
From time to time, the Company may become involved in various legal actions arising in the ordinary course of business. Management is of the opinion that the ultimate liability, if any, from these actions will not have a material effect on its financial condition or results of operations.
Right Value Litigation
On January 30, 2024, a lawsuit was filed in the 162nd Judicial District Court of Dallas County, Texas (the “District Court of Dallas County”) against the Company by Right Value Drug Stores, LLC d/b/a Carie Boyd’s Prescription Shop n/k/a Carie Boyd Pharmaceuticals (“Right Value”). The lawsuit generally alleges breach of contract, fraud, and declaratory judgment (“Right Value Litigation”). The Company has brought counterclaims against Right Value generally for fraud, breach of contract, and quantum meruit.
On September 26, 2024, Right Value amended its petition to seek injunctive relief, asking the District Court of Dallas County to impose a mandatory injunction that would require the Company to pay at least $
On February 26, 2025, BioTE Medical entered into a Settlement Agreement (the “Settlement Agreement”) with Right Value. Pursuant to the Settlement Agreement, BioTE Medical agreed to pay Right Value an aggregate amount of $
Yosaki and Mioko Trusts
On July 12, 2024, a lawsuit was filed in the Delaware Court of Chancery against Haymaker Sponsor III, LLC, the Company's outside legal counsel, and certain Company executive officers and directors (collectively, “Defendants”) by two trusts (“Plaintiffs”) that allegedly owned shares representing approximately
On July 22, 2024, the Plaintiffs amended their complaint to withdraw their allegation of current equity ownership. The Defendants moved to dismiss the lawsuit, and it was dismissed on
21
The Company believes the claims asserted in the July 12, 2024 Litigation are without merit and intends to vigorously defend against them. However, given the preliminary stage of the proceedings, the Company is currently unable to predict the outcome of this matter or estimate the range of potential loss, if any, that may result.
Cindy Latch
On November 15, 2024, Cindy Latch, an actress / model who formerly appeared in one BioTE marketing video, filed suit against BioTE alleging misappropriation of her name, image and likeness by both BioTE and various of its approved practitioners (the “November 15, 2024 Litigation”) and seeking a temporary restraining order and temporary injunction. The November 15, 2024 Litigation is pending in the 101st Judicial District Court of Dallas County, Texas. On November 25, 2024, a hearing was held on Latch’s request for a temporary restraining order. That same day, the court signed an order granting a temporary restraining order purporting to restrain BioTE and “all Biote affiliates and practitioners from further utilizing Plaintiff’s image or likeness for the furtherance of any Biote business” until a temporary injunction hearing can be held. A temporary injunction hearing was held on December 9, 2024, and on that same day, the 101st Judicial District Court judge signed a temporary injunction granting essentially the same relief as in the temporary restraining order. Believing there to be numerous deficiencies in the temporary injunction, on December 17, 2024, BioTE filed a Motion for Expedited Temporary Relief Staying the Temporary Injunction Pending Appeal seeking to stay the enforcement of the temporary injunction while BioTE pursued an appeal of that order. On February 12, 2025, the 5th District Court of Appeals denied that requested relief. In the interim, on January 16, 2025, BioTE filed its appellate brief seeking to overturn the December 9 temporary injunction order. Briefing on the appeal was completed on February 25, 2025. On April 15, 2025, the Dallas 5th District Court of Appeals reversed the temporary injunction, and it is no longer in place. On May 23, 2025, Latch filed a motion for partial summary judgment as to liability on the breach of contract claim. Briefing was completed on that motion, and a hearing was held, but no ruling has yet been issued. Trial on the November 15 2024 Litigation is currently on the 101st Judicial District Court’s two-week docket beginning on April 27, 2026.
Gary S. Donovitz / NIL Litigation
On December 13, 2024, Dr. Gary S. Donovitz (“Donovitz”) filed suit against BioTE Medical alleging misappropriation of his name, image and likeness by BioTE and various of its approved practitioners (the “December 13, 2024 Litigation”) and seeking a temporary restraining order and temporary injunction. The December 13, 2024 Litigation is pending in the 101st Judicial District Court of Dallas County, Texas. Because BioTE contends that, pursuant to a settlement agreement executed on April 23, 2024, Donovitz’s claims were required to be brought before former Delaware Chancery Court Chancellor Chandler, on December 17, 2024, BioTE filed an action against Donovitz in Delaware Chancery Court (the “December 17, 2024 Litigation”) seeking a preliminary and permanent injunction enjoining Donovitz from pursuing the December 13, 2024 Litigation in Texas. On December 18, 2024, following a hearing on Donovitz’s request for a temporary restraining order, the 101st Judicial District Court judge entered a temporary restraining order purporting to enjoin Biote and “all its affiliates, partnered-clinics and practitioners” from further utilizing Donovitz’s name, image or likeness for furtherance of any Biote business until a hearing could be held on Donovitz’s request for a temporary injunction. The temporary injunction hearing was set for December 27, 2024. Also on December 18, 2024, the Delaware Chancery Court issued a temporary restraining order precluding Donovitz from prosecuting the December 13, 2024 Litigation in Texas. On December 23, 2024, a hearing was held before Vice Chancellor Laster of the Delaware Chancery Court to determine if the Delaware temporary restraining order should be renewed.
Following the hearing, Vice Chancellor Laster entered an order renewing the Delaware temporary restraining order as a preliminary injunction which, again, precluded Donovitz from prosecuting the December 13, 2024 Litigation in Texas. Subsequently, on December 27, 2024, a hearing was held before the 101st Judicial District Court of Dallas County on Donovitz’s application for a temporary injunction. Following the hearing, the 101st Judicial District Court entered a temporary injunction continuing to enjoin BioTE and “all its affiliates, partnered-clinics and practitioners” from further utilizing Donovitz’s name, image or likeness for furtherance of any Biote business. BioTE appealed the entry of the temporary injunction entered by the 101st Judicial District Court. Briefing on the appeal in the December 13, 2024 Litigation was completed on April 14, 2025, and the appeal was scheduled to be submitted to the Dallas 5th District Court of Appeals without oral argument on May 13, 2025. On January 20, 2025, Vice Chancellor Laster converted the Delaware preliminary injunction back to a temporary restraining order.
Donovitz filed a request to appeal regarding the Delaware temporary restraining order. The Delaware Supreme Court accepted that interlocutory appeal, and the opening brief was filed April 2, 2025. The briefing was completed on May 19, 2025.
On July 11, 2025, Vice Chancellor Laster entered another temporary restraining order which, again, precluded Donovitz from prosecuting the December 13, 2024 Litigation in Texas. Subsequently, on July 18, 2025, Donovitz removed the action to the United States District Court for the District of Delaware. BioTE has sought to remand the case back to the Delaware Chancery Court, but briefing on that motion has not yet been completed. The parties have agreed that the Delaware temporary restraining order will remain in force until the motion to remand is resolved and hearing is held on whether to extend the Delaware temporary restraining order or convert it to a preliminary injunction.
Inventory Purchase Commitments
Purchase obligations, which include legally binding contracts such as firm minimum commitments for inventory purchases are defined
22
as agreements that are enforceable and legally binding and that specify all significant terms, including: fixed or minimum quantities to be purchased; fixed, minimum or variable price provisions; and the approximate timing of the transaction. As of June 30, 2025, the Company had inventory purchase commitments of $
The Company issues inventory purchase orders in the ordinary course of business, which represent authorizations to purchase inventory from a vendor rather than a binding agreement. Accordingly, purchase orders for inventory are excluded from the obligation above. The Company’s purchase orders are based on its current inventory needs and are filled by the Company’s suppliers within a short period of time.
Tax Distributions
To the extent the Company has funds legally available, the board of directors generally will cause Holdings to make distributions to each holder of Holdings Units (including Biote) on a quarterly basis, in an amount per Holdings Unit that, when added to all other distributions made to such holder with respect to the previous calendar year, equals the estimated federal and state income tax liabilities (calculated at certain assumed rates) applicable to such holder as the result of its, his or her ownership of the Holdings Units and the associated net taxable income allocated with respect to such units for the previous calendar year.
On January 30, 2025, the Company entered into a consulting agreement with Ms. Teresa S. Weber, which provides that Ms. Weber will serve as a strategic advisor to the Company and its Board of Directors for up to one year, to assist with the chief executive officer transition and to work on special projects. Under the terms of the consulting agreement, the Company paid Ms. Weber $
The Company purchases dietary supplements inventories from a vendor in which the Company’s founder holds a minority interest. The Company did
On May 18, 2022, BioTE Medical and Dr. Gary S. Donovitz entered into a founder advisory agreement and, as of May 26, 2022, transitioned from an officer and manager of BioTE Medical into the role of Founder Advisor and Senior Advisor (as defined in the founder advisory agreement). Pursuant to the founder advisory agreement, Dr. Gary S. Donovitz was obligated to provide strategic advisory services to BioTE Medical for a period of
The Company engaged the services of the brother-in-law of its former Chief Executive Officer through a consulting firm that is wholly owned by Mr. Andy Thacker. Mr. Thacker had been engaged for various projects such as information technology projects and project management. The Company did
Segment Information—Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company operates as
23
The following table presents selected financial information with respect to the Company’s operating segment:
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
(in thousands) |
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Total Revenue |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Costs and Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cost of revenue |
|
|
|
|
|
|
|
|
|
|
|
|
||||
General and administrative |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Marketing expense |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Employee-related costs |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other income expense, net |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
Income tax expense |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other segment items(1) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income (loss) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
||
(1)
See the consolidated financial statements for other financial information regarding the Company’s operating segment.
Total U.S. revenues were $
The Company's long-lived tangible assets, as well as its operating lease right-of-use assets recognized on the consolidated balance sheets were located in the U.S.
On
As a result of the Plan, the Company recorded a one-time expense of $
The Company evaluated subsequent events from June 30, 2025, the date of these unaudited condensed consolidated financial statements, through August 8, 2025, which represents the date the unaudited condensed consolidated financial statements were issued, for events requiring adjustment to or disclosure in these unaudited condensed consolidated financial statements.
24
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion and analysis provides information that management believes is relevant to an assessment and understanding of our consolidated results of operations and financial condition. You should read this discussion and analysis in conjunction with the accompanying unaudited condensed consolidated financial statements and notes thereto included elsewhere in this Quarterly Report. Certain amounts may not foot due to rounding. This discussion and analysis contains forward-looking statements and involves numerous risks and uncertainties, including, but not limited to, those discussed in Part I, Item 1A. “Risk Factors” in the 2024 Form 10-K, as supplemented by the risks and uncertainties discussed in Part II. Item 1A. “Risk Factors” in the Quarterly Report on Form 10-Q for the three months ended March 31, 2025. You should carefully read the information under “Cautionary Note Regarding Forward-Looking Statements” in this Quarterly Report. We assume no obligation to update any of these forward-looking statements except as required by law. Actual results may differ materially from those contained in any forward-looking statements.
Overview
Biote trains physicians and nurse practitioners in hormone optimization using bioidentical hormone replacement pellet therapy in men and women experiencing hormonal imbalance. The “Biote Method” is a comprehensive, end-to-end practice building platform that provides Biote-certified practitioners with the following components specifically developed for practitioners in the hormone optimization space: Biote Method education, training and certification, practice management software, inventory management software, and information regarding available HRT products, as well as digital and point-of-care marketing support. We also sell a complementary Biote-branded line of dietary supplements. By virtue of our historical performance over the past 13 years, we believe that our business model has been successful, remains differentiated, and is well positioned for future growth.
Our go-to-market strategy focuses on:
A portion of the bioidentical hormone pellets used by Biote-certified practitioners are manufactured by our 503B compounding pharmacy, Asteria Health; therefore, in order to meet demand we have agreements with AnazaoHealth and Carie Boyd each of which are FDA registered 503B outsourcing facilities. Bioidentical hormone pellets are shipped directly to Biote-certified practitioners. Custody of the pellets is with Biote-certified practitioners. However, the bioidentical hormone pellets are recorded as inventory on our unaudited condensed consolidated balance sheets from the date of shipment until the point in time they are dispensed by a Biote-certified practitioner. Biote-certified practitioners record the dispensation of bioidentical hormone pellets and monitor inventory levels in the inventory management system that is offered as part of the Biote Method.
Bioidentical hormone pellets have a finite life ranging from six to twelve months. We assume the risk of loss due to expiration, damage or otherwise. Additionally, the products offered in our Biote-branded dietary supplement portfolio are produced by third-party
25
manufacturers located in the United States. We contract with a third party to provide warehousing, co-packing and logistics services for our Biote-branded dietary supplements.
To strengthen control over our supply chain, enhance operational efficiency and reduce production costs, we are focused on vertical integration through strategic transactions. For example, in March 2024, we acquired Asteria Health, a 503B manufacturer of compounded bioidentical hormones. Although Asteria Health has been integrated into our processes, we continue to utilize our current vendor network to manage our supply chain to meet the demands of our Biote-certified clinics. On November 1, 2024, AnazaoHealth provided notice that it was exercising its right to terminate the Pharmacy Services Agreement (the “AnazaoHealth Pharmacy Services Agreement”), which we previously entered into on October 30, 2020, with such termination to be effective as of May 1, 2025. Contract negotiations with AnazaoHealth commenced during the second quarter of 2025 and we executed a second amendment to the AnazaoHealth Pharmacy Services Agreement effective July, 19, 2025 (the “Second Amendment”), which extends the AnazaoHealth Pharmacy Services Agreement through December 31, 2027 and provides for a one-year extension at our discretion. With the Second Amendment in place and through our existing direct manufacturing capabilities, we believe we are well-positioned to continue meeting the product demands of our current Biote-practitioners while focusing on expanding our Biote-certified clinic network.
The following table presents a summary of our key financial results:
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
(in thousands) |
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Total revenue |
|
$ |
48,863 |
|
|
$ |
49,169 |
|
|
$ |
97,855 |
|
|
$ |
95,973 |
|
Net income (loss) |
|
|
3,925 |
|
|
|
(10,368 |
) |
|
|
19,764 |
|
|
|
(16,094 |
) |
Adjusted EBITDA* |
|
|
15,174 |
|
|
|
12,742 |
|
|
|
28,926 |
|
|
|
26,900 |
|
*Please refer to “Non-GAAP Measures” below for reconciliations of Adjusted EBITDA to the most directly comparable U.S. GAAP measure, net loss, and for additional information about Adjusted EBITDA.
Impact of Global Economic Trends
Global economic conditions have been challenging, with disruptions to, and volatility in, the credit and financial markets in the U.S. and worldwide resulting from the effects of public health crises, uncertainties associated with the changes to and by the U.S. federal government and otherwise. If these conditions persist and deepen, we could experience an inability to access additional capital or our liquidity could otherwise be impacted. If we are unable to raise capital when needed or on attractive terms, we would be forced to delay, reduce or eliminate our research and development programs and/or other efforts. A recession or additional market corrections resulting from the impact of the effects of global health crises or geopolitical turmoil, could materially affect our business and the value of our securities. The impact of global health crises and the related disruptions caused to the global economy did not have a material impact on our business during the three and six months ended June 30, 2025 and 2024. Additionally, we continue to monitor ongoing changes to global trade policies, including the imposition of tariffs. Although the impact of these policies have not had a material impact on our business in the first half of 2025, the broader economic impact is uncertain, and while we may experience additional operational expenses related to the costs of obtaining materials, we do not expect to be materially impacted in future periods.
Additionally, inflationary factors, such as increases in the cost of our materials and supplies, interest rates and overhead costs may adversely affect our business and operating results. Inflation and relatively high interest rates also present a recent challenge impacting the U.S. economy and could make it more difficult for us to obtain traditional financing on acceptable terms, if at all, in the future. Although we do not believe that inflation has had a material impact on our financial position or results of operations to date, we may experience increases in the near future (especially if inflation rates continue to rise) on our operating costs, including our labor costs and research and development costs, due to supply chain constraints, international tariffs, consequences associated with global health crises and ongoing international conflicts such as the conflict between Russia and Ukraine and conflicts in the Middle East, and employee availability and wage increases, which may result in additional stress on our working capital resources.
Chief Executive Officer Transition
On February 1, 2025, we appointed Bret Christensen as Chief Executive Officer. In connection with his appointment, we entered into an employment agreement with Mr. Christensen, dated as of January 29, 2025 which provides for Mr. Christensen’s at-will employment as the Chief Executive Officer for a term commencing on February 1, 2025 and continuing until terminated by either us or Mr. Christensen. Teresa S. Weber, our prior Chief Executive Officer, transitioned out of her role, effective February 1, 2025. On January 30, 2025, Ms. Weber entered into a consulting agreement with us, which provides that Ms. Weber serves as a strategic advisor to us and our Board of Directors for up to one year, to assist with the transition and to work on special projects.
Recent U.S. Tax Developments
On July 4, 2025, the One Big Beautiful Bill Act (the "Act") was signed into law in the United States, which contains a broad range of tax reform provisions affecting businesses, including the temporary and permanent extension of expiring provisions of the Tax Cuts and Jobs Act of 2017. ASC 740, Income Taxes, requires the effects of changes in tax rates and laws on deferred tax balances to be recognized in the period in which the legislation is enacted. Accordingly, the Company is currently evaluating the provisions of
26
the Act including the potential implications for its deferred tax assets, valuation allowance assessments, and effective tax rate. At this time, the financial impact of the new legislation cannot be reasonably estimated.
Components of Results of Operations
Revenue
We generate revenue by charging the Biote-partnered clinics fees associated with the Biote Method and from the sale of Biote-branded dietary supplements. Generally, under our master service agreements (“MSAs”) we provide a bundle of goods and services to customers, including initial training to medical practitioners, bioidentical hormone pellets, access to software tools used for inventory and practice management, access to our enhanced proprietary clinical decision support software, and ongoing practice development and marketing support services, which includes a license to use our trademarks and trade names in the customer’s marketing materials.
Substantially all of our revenue originates from sales to clinics located in the United States.
Revenue generated from individual Biote-partnered clinics varies significantly due to many factors, including but not limited to, the tenure of practitioners as Biote-certified practitioners; the number of certified practitioners in an individual clinic; the number of patients served by a clinic; the clinic’s patient demographics; and the clinic’s geographic location and population density. The MSAs we enter into with Biote-partnered clinics contain tiered pricing provisions for the management fees. These provisions provide for decreasing management fees owed to us based on the number of new patients treated. This can result in declines in revenue we realize from management fees from existing Biote-partnered clinics unless these are offset by revenue generated from new Biote-partnered clinics which begin at higher fee levels under the MSA.
Our revenue fluctuates in response to a combination of factors, including the following:
Product Revenue
Product revenue includes both bioidentical hormone pellets, in connection with the service described above, and the related inventory and practice management services provided to clinics. Product revenue is recognized at the point in time when the Biote-partnered clinic obtains ownership of the bioidentical hormone pellet, which we determined to be when the Biote-certified practitioner performs the procedure to implant the bioidentical hormone pellet into their patient. The consideration allocated to this performance obligation is a procedure-based service fee which we refer to as procedure revenue. Our product revenue also includes revenue earned from sales of pellet insertion kits and Biote-branded dietary supplements. Revenue from the sale of pellet insertion kits and Biote-branded dietary supplements is recognized when the clinic or clinic’s patient (supplements only) obtains control of the product, which generally occurs at the time of shipment from our third-party distribution facility or supplier. Any shipping or handling fees paid by clinics are also recorded within product revenue.
Service Revenue
Service revenue is revenue earned from fees paid by Biote-partnered clinics for Biote Method education, training and certification services and other contract term services pursuant to our MSAs. While the option to receive and right to use the reusable trocars through the term of the contract represents an embedded lease, we have adopted the practical expedient within ASC 842 to combine the lease and non-lease components and account for the combined component under ASC 606.
27
For Biote Method arrangements, we recognize revenue for training and for management services over time. For initial training, progress is measured by the number of training sessions completed, and for contract-term services, progress is measured on a time-elapsed basis.
The training completion and time-elapsed bases represent the most reliable measure of transfer of control to the clinic for training and contract-term services, respectively. Revenue is deferred for amounts billed or received prior to delivery of the services.
Cost of Revenue
Cost of product revenues include the pass-through cost of bioidentical hormone pellets purchased from outsourcing facilities, the cost of pellet insertion kits and Biote-branded dietary supplements purchased from manufacturing facilities, and the shipping and handling costs incurred to deliver these products to Biote-partnered clinics. Cost of service revenue consists primarily of costs incurred to deliver trainings to Biote-partnered clinics.
Selling, General and Administrative Expense
Selling, general and administrative expense consists primarily of software licensing and maintenance, the cost of our sales force and the cost of employees who engage in corporate functions, such as finance and accounting, information technology, marketing, human resources, legal, and executive management. Also included are rent occupancy costs, office expenses, recruiting expenses, entertainment allocations, depreciation and amortization, share-based compensation, transaction related expenses, other general overhead costs, insurance premiums, professional service fees, research and development and costs related to regulatory and legal matters and marketing expenses.
Interest Expense, Net
Interest expense, net consists primarily of cash and non-cash interest under our Term Loan, commitment fees for our unused Revolving Loans, accreted interest related to our share repurchase liability, net of interest income earned on our money market account.
Gain (Loss) from Change in Fair Value of Earnout Liabilities
Gain (loss) from change in fair value of earnout liabilities consists of the change in fair value during the period of the Member and Sponsor earnouts and the earnout related to the acquisition of Simpatra.
Other Expense
Other expense consists of the foreign currency exchange losses for sales denominated in foreign currencies and other expenses not appropriately classified as operating expenses.
Income Tax Expense
We are subject to federal and state income taxes in the United States and taxes in foreign jurisdictions in which we operate. We recognize deferred tax assets and liabilities based on temporary differences between the financial reporting and income tax bases of assets and liabilities using statutory rates. We regularly assess the need to record a valuation allowance against net deferred tax assets if, based upon the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.
28
Results of Operations
The table and discussion below present our results for the three months ended June 30, 2025 and 2024:
|
|
Three Months Ended June 30, |
|
|||||
(in thousands) |
|
2025 |
|
|
2024 |
|
||
Revenue: |
|
|
|
|
|
|
||
Product revenue |
|
$ |
47,657 |
|
|
$ |
48,111 |
|
Service revenue |
|
|
1,206 |
|
|
|
1,058 |
|
Total revenue |
|
|
48,863 |
|
|
|
49,169 |
|
Cost of revenue |
|
|
|
|
|
|
||
Cost of products |
|
|
12,811 |
|
|
|
14,500 |
|
Cost of services |
|
|
1,064 |
|
|
|
861 |
|
Cost of revenue |
|
|
13,875 |
|
|
|
15,361 |
|
Selling, general and administrative |
|
|
24,223 |
|
|
|
27,575 |
|
Income from operations |
|
|
10,765 |
|
|
|
6,233 |
|
Other income (expense), net: |
|
|
|
|
|
|
||
Interest expense, net |
|
|
(2,852 |
) |
|
|
(2,577 |
) |
Loss from change in fair value of earnout liabilities |
|
|
(1,832 |
) |
|
|
(13,949 |
) |
Other expenses |
|
|
(6 |
) |
|
|
(2 |
) |
Total other income (expense), net |
|
|
(4,690 |
) |
|
|
(16,528 |
) |
Income (loss) before provision for income taxes |
|
|
6,075 |
|
|
|
(10,295 |
) |
Income tax expense |
|
|
2,150 |
|
|
|
73 |
|
Net income (loss) |
|
$ |
3,925 |
|
|
$ |
(10,368 |
) |
Revenue
Revenue for the three months ended June 30, 2025 decreased $0.3 million to $48.9 million, or 0.6%, compared to the three months ended June 30, 2024. The decrease was driven primarily by a $3.2 million decrease in revenue from pellet procedures that resulted from a reduction in new clinic additions coupled with clinic attrition and lower procedure volumes from our existing clinics, compared to the three months ended June 30, 2024. This decrease in revenue was partially offset by a $2.5 million increase in revenue from Biote-branded dietary supplements and a $0.1 million increase in service revenue for the three months ended June 30, 2025 compared to the three months ended June 30, 2024. The increase in Biote-branded dietary supplements resulted from the shift of a portion of this business to our e-commerce site with Amazon for the three months ended June 30, 2025, compared to the three months ended June 30, 2024 when a portion of this business was managed by a third-party distributor. The increase in our service revenue for the three months ended June 30, 2025, was primarily related to a rise in technology fees earned from physician orders placed through our BioteRx platform and a reduction in deferred revenue associated with our MSAs compared to the three months ended June 30, 2024.
Cost of revenue
Cost of revenue for the three months ended June 30, 2025 decreased $1.5 million to $13.9 million, or 9.7%, compared to the three months ended June 30, 2024. Cost of pellet procedures decreased 21.0% while revenue from pellet procedures decreased 8.4%, reflecting continued cost savings from the vertical integration of Asteria Health compared to the three months ended June 30, 2024. Cost of Biote branded dietary supplements increased $0.5 million for the three months ended June 30, 2025, primarily as a result of the increase in Biote-branded dietary supplement revenue, compared to the three months ended June 30, 2024.
Selling, General and Administrative
Selling, general and administrative expense for the three months ended June 30, 2025 decreased $3.4 million to $24.2 million, or 12.2%, compared to the three months ended June 30, 2024. This decrease was partially due to a $0.9 million decrease in employee-related expenses, which was attributed to a decrease in sales commission expense due to the overall decline in revenues and a decrease in stock compensation expense that resulted from a reduction in the weighted fair value of options granted during the three months ended June 30, 2025, compared to the three months ended June 30, 2024. Consulting expenses decreased $0.8 million for the three months ended June 30, 2025, primarily due to a reduction in expenses related to business combinations and other asset acquisitions compared to the three months ended June 30, 2024. Additionally, expenses related to our annual marketing event decreased for the three months ended June 30, 2025 due to a shift in the timing of the event to the third quarter of 2025. In 2024, the Company hosted this annual marketing event and incurred the related expenses during the three months ended June 30, 2024. For the three months ended June 30, 2025, our bad debt expense decreased $0.5 million due to a significant portion of our aged and/or uncollectible receivables being reserved for during the three months ended June 30, 2024. Additionally, legal fees decreased $0.5 million during the three months ended June 30, 2025, primarily due to the resolution of litigation with former shareholders during the three months ended June 30, 2024. These decreases were partially offset by a restructuring charge of $0.6 million for employee severance payments and
29
related legal fees and a $0.4 million increase in marketing expenses due to increased activity on our e-commerce site with Amazon and other strategic marketing activities, compared to the three months ended June 30, 2024.
Interest Expense, Net
Interest expense, net for the three months ended June 30, 2025, increased $0.3 million to $2.9 million compared to the three months ended June 30, 2024. The increase was primarily a result of a $0.4 million increase in accreted interest related to our share repurchase liability and a $0.2 million decrease in interest income earned on our money market account as a result of lower cash balances during the three months ended June 30, 2025, compared to the three months ended June 30, 2024. These increases were partially offset by a decrease in interest expense on our Term Loan due to a lower principal balance and lower monthly interest rates during the three months ended June 30, 2025, compared to the three months ended June 30, 2024.
Loss from Change in Fair Value of Earnout Liabilities,
The change in fair value of the earnout liabilities was due to a 20.7% increase in the closing price of our Class A common stock during the three months ended June 30, 2025, compared with an increase of 28.8% for the three months ended June 30, 2024.The increase in the closing price of our Class A common stock for the three months ended June 30, 2024 outpaced the increase in the closing price of our Class A common stock for the three months ended June 30, 2025, resulting in a decrease in the loss from change in the fair value of the earnout liability during 2025. In addition to the changes in the closing price of our Class A common stock during the three months ended June 30, 2025 and 2024, other assumptions used to calculate the fair value of the earnout liability, such as stock price volatility, estimated timing of satisfying the Triggering Events and the risk free rate varied from period to period, each of which impacted the fair value of the earnout liability and the associated loss recorded for the periods presented.
Other Expenses
The change in other expenses for the three months ended June 30, 2025, compared to the three months ended June 30, 2024, primarily resulted from foreign currency fluctuations during the period.
Income Tax Expense
Income tax expense for the three months ended June 30, 2025 increased $2.1 million, compared to the three months ended June 30, 2024. This increase in expense was primarily driven by a larger decrease in the year to date and forecasted profit before tax as of June 30, 2024 as compared to June 30, 2025 combined with an increase in the forecasted annual effective tax rate as of June 30, 2025.
The table and discussion below present our results for the six months ended June 30, 2025 and 2024:
|
|
Six Months Ended June 30, |
|
|||||
(in thousands) |
|
2025 |
|
|
2024 |
|
||
Revenue: |
|
|
|
|
|
|
||
Product revenue |
|
$ |
94,682 |
|
|
$ |
94,146 |
|
Service revenue |
|
|
3,173 |
|
|
|
1,827 |
|
Total revenue |
|
|
97,855 |
|
|
|
95,973 |
|
Cost of revenue |
|
|
|
|
|
|
||
Cost of products |
|
|
24,465 |
|
|
|
27,387 |
|
Cost of services |
|
|
2,020 |
|
|
|
1,426 |
|
Cost of revenue |
|
|
26,485 |
|
|
|
28,813 |
|
Selling, general and administrative |
|
|
50,915 |
|
|
|
50,500 |
|
Income from operations |
|
|
20,455 |
|
|
|
16,660 |
|
Other income (expense), net: |
|
|
|
|
|
|
||
Interest expense, net |
|
|
(5,757 |
) |
|
|
(4,237 |
) |
Gain (loss) from change in fair value of earnout liabilities |
|
|
8,856 |
|
|
|
(26,038 |
) |
Other expenses |
|
|
(24 |
) |
|
|
(4 |
) |
Total other income (expense), net |
|
|
3,075 |
|
|
|
(30,279 |
) |
Income (loss) before provision for income taxes |
|
|
23,530 |
|
|
|
(13,619 |
) |
Income tax expense |
|
|
3,766 |
|
|
|
2,475 |
|
Net income (loss) |
|
$ |
19,764 |
|
|
$ |
(16,094 |
) |
Revenue
Revenue for the six months ended June 30, 2025 increased $1.9 million to $97.9 million, or 2.0%, compared to the six months ended June 30, 2024. The increase was driven by a $4.4 million increase in revenue from Biote-branded dietary supplements and a $1.3 million increase in service revenue for the six months ended June 30, 2025 compared to the six months ended June 30, 2024. The increase in Biote-branded dietary supplements resulted from the shift of a portion of this business to our e-commerce site with
30
Amazon for the six months ended June 30, 2025, compared to the six months ended June 30, 2024 when a portion of this business was managed by a third-party distributor. The increase in our service revenue for the six months ended June 30, 2025, was related to a rise in technology fees earned from physician orders placed through our BioteRx platform compared to the six months ended June 30, 2024. These increases in revenues for the six months ended June 30, 2025 were partially offset by a $4.6 million decrease in revenue from pellet procedures that resulted from a slowdown in new clinic additions, compared to the six months ended June 30, 2024.
Cost of revenue
Cost of revenue for the six months ended June 30, 2025 decreased $2.3 million to $26.5 million, or 8.1%, compared to the six months ended June 30, 2024. Cost of pellet procedures decreased 22.6% while revenue from pellet procedures decreased 6.0%, reflecting continued cost savings from the vertical integration of Asteria Health compared to the six months ended June 30, 2024. Cost of Biote branded dietary supplements increased $1.2 million for the six months ended June 30, 2025 primarily as a result of the increase in Biote-branded dietary supplement revenue, compared to the six months ended June 30, 2024.
Selling, General and Administrative
Selling, general and administrative expense for the six months ended June 30, 2025 increased $0.4 million to $50.9 million, or 0.8%, compared to the six months ended June 30, 2024. This increase was due to a $1.1 million increase in marketing expenses and was primarily driven by increased activity on our e-commerce site with Amazon as well as other strategic marketing activities, compared to the six months ended June 30, 2024. Audit and tax services fees increased $0.5 million due to an increase in the scope of services related to business combinations, asset acquisitions and the complexity of tax matters that arose from legal settlements with two of our former owners. These increases were partially offset by a $0.7 million decrease in consulting service expenses incurred in connection with the 2024 acquisitions of Asteria Health and Simpatra. Additionally, employee-related expenses decreased $0.3 million, primarily due to attrition within our commercial operations group.
Interest Expense, Net
Interest expense, net for the six months ended June 30, 2025 increased $1.5 million, or 35.9%, to $5.8 million compared to the six months ended June 30, 2024. The increase was primarily a result of a $1.5 million increase in accreted interest related to our share repurchase liability and a $0.7 million decrease in interest income earned on our money market account as a result of lower cash balances during the six months ended June 30, 2025, compared to the six months ended June 30, 2024. These increases were partially offset by a decrease in interest expense on our Term Loan due to a lower principal balance and lower monthly interest rates during the six months ended June 30, 2025, compared to the six months ended June 30, 2024.
Gain (Loss) from Change in Fair Value of Earnout Liabilities
The change in fair value of the earnout liabilities was primarily due to a 35.6% decrease in the closing price of our Class A common stock during the six months ended June 30, 2025, compared with an increase of 51.2% for the six months ended June 30, 2024.
Other Expense
The change in other expense for the six months ended June 30, 2025, compared to the six months ended June 30, 2024, primarily resulted from foreign currency fluctuations during the period.
Income Tax Expense
Income tax expense for the six months ended June 30, 2025 increased $1.3 million compared to the six months ended June 30, 2024. This increase in expense was primarily driven by the increase in Biote's ownership of Holdings as of June 30, 2025 compared to June 30, 2024 and an increase in the forecasted annual effective tax rate.
Non-GAAP Measures
Adjusted EBITDA is a non-GAAP performance measure that provides supplemental information that we believe is useful to analysts and investors to evaluate the Company’s ongoing results of operations when considered alongside net income (the most directly comparable U.S. GAAP measure).
We use Adjusted EBITDA as alternative measures to evaluate our operational performance. We calculate Adjusted EBITDA by excluding from net income: interest expense; depreciation and amortization expenses; and income taxes. Additionally, we exclude certain expenses we believe are not indicative of our ongoing operations or operational performance. We present Adjusted EBITDA because it is a key measure used by our management to evaluate our operating performance, generate future operating plans and determine payments under compensation programs. Accordingly, we believe that Adjusted EBITDA provides useful information to investors and others in understanding and evaluating our operating results in the same manner as our management. However, non-GAAP financial information is presented for supplemental informational purposes only, has limitations as an analytical tool and
31
should not be considered in isolation or as a substitute for financial information presented in accordance with U.S. GAAP. Some of these limitations are as follows:
In addition, Adjusted EBITDA is subject to inherent limitations as it reflects the exercise of judgment by Biote’s management about which expenses are excluded or included. Other companies, including companies in our industry, may calculate Adjusted EBITDA or similarly titled non-GAAP measures differently or may use other measures to evaluate their performance, all of which could reduce the usefulness of our Adjusted EBITDA as a tool for comparison. Investors are encouraged to review the reconciliation, and not to rely on any single financial measure to evaluate our business.
The following table presents a reconciliation of net income (loss) to Adjusted EBITDA for the three and six months ended June 30, 2025 and 2024:
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
(in thousands) |
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Net income (loss) |
|
$ |
3,925 |
|
|
$ |
(10,368 |
) |
|
$ |
19,764 |
|
|
$ |
(16,094 |
) |
Interest expense, net(1) |
|
|
2,852 |
|
|
|
2,577 |
|
|
|
5,757 |
|
|
|
4,237 |
|
Income tax expense |
|
|
2,150 |
|
|
|
73 |
|
|
|
3,766 |
|
|
|
2,475 |
|
Depreciation and amortization(2) |
|
|
910 |
|
|
|
876 |
|
|
|
1,767 |
|
|
|
1,626 |
|
Share-based compensation expense(3) |
|
|
2,186 |
|
|
|
2,841 |
|
` |
|
4,313 |
|
|
|
4,604 |
|
Litigation expenses-former owner(4) |
|
|
82 |
|
|
|
(12 |
) |
|
|
232 |
|
|
|
589 |
|
Litigation-other(5) |
|
|
427 |
|
|
|
22 |
|
|
|
892 |
|
|
|
92 |
|
Legal settlement and related expenses(6) |
|
|
(262 |
) |
|
|
— |
|
|
|
(226 |
) |
|
|
— |
|
Inventory fair value write-up(7) |
|
|
— |
|
|
|
1,206 |
|
|
|
— |
|
|
|
1,206 |
|
Transaction-related expenses(8) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
45 |
|
Restructuring-related expenses(9) |
|
|
555 |
|
|
|
— |
|
|
|
555 |
|
|
|
— |
|
Other expenses(10) |
|
|
517 |
|
|
|
1,202 |
|
|
|
852 |
|
|
|
1,287 |
|
Merger and acquisition expenses(11) |
|
|
— |
|
|
|
376 |
|
|
|
110 |
|
|
|
795 |
|
(Gain) loss from change in fair value of earnout liabilities |
|
|
1,832 |
|
|
|
13,949 |
|
|
|
(8,856 |
) |
|
|
26,038 |
|
Adjusted EBITDA |
|
$ |
15,174 |
|
|
$ |
12,742 |
|
|
$ |
28,926 |
|
|
$ |
26,900 |
|
32
Liquidity and Capital Resources
Our liquidity is derived primarily from available cash and cash equivalents, cash generated from operations, capacity under our Revolving Loans and, when necessary, debt and equity financing activities. We believe that for at least the next 12 months, our current cash position, coupled with anticipated cash generated from operations and the capacity under our revolving loans, is sufficient to fund our operations and our debt service obligations. As of June 30, 2025 and December 31, 2024, we had cash and cash equivalents of $19.6 million and $39.3 million, respectively. Additionally, as of each June 30, 2025 and December 31, 2024, we had $50.0 million of Revolving Loans available under our Truist Credit Agreement.
Since our inception, we have financed our operations and capital expenditures primarily through capital investment from our founder and other members, debt financing in the form of short-term lines of credit and long-term notes payable, and net cash inflows from operations.
We expect our operating and capital expenditures to increase as we continue to execute our corporate growth plans designed to elevate our growth, achieve our strategic objectives and further advance patient health and wellness. If additional funds are required to support our working capital requirements, acquisitions or other purposes, we may seek to raise funds through additional debt or equity financings or from other sources. If we raise additional funds through the issuance of equity or convertible debt securities, the percentage ownership of our equity holders could be significantly diluted, and these newly issued securities may have rights, preferences or privileges senior to those of existing equity holders. If we raise additional funds by obtaining loans from third parties, the terms of those financing arrangements may include negative covenants or other restrictions on our business that could impair our operating flexibility and also require us to incur additional interest expense. We can provide no assurance that additional financing will be available at all or, if available, that we would be able to obtain additional financing on terms favorable to us.
Cash Flows
The following table summarizes our unaudited condensed consolidated cash flows:
|
|
Six Months Ended June 30, |
|
|||||
(in thousands) |
|
2025 |
|
|
2024 |
|
||
Consolidated Statements of Cash Flows Data: |
|
|
|
|
|
|
||
Net cash provided by operating activities |
|
$ |
13,553 |
|
|
$ |
17,319 |
|
Net cash used in investing activities |
|
$ |
(3,810 |
) |
|
$ |
(15,513 |
) |
Net cash used in financing activities |
|
$ |
(29,489 |
) |
|
$ |
(64,381 |
) |
Operating Activities
Cash flows from operating activities result primarily from fees associated with the Biote Method and from the sale of Biote branded dietary supplements. Cash flows from operating activities are affected by earnings levels and changes in working capital related to our business. Working capital varies from period to period and can be affected by changes in our inventory levels due to varying demand for our products.
Net cash provided by operating activities for the six months ended June 30, 2025 decreased $3.8 million to $13.6 million compared to cash provided by operating activities of $17.3 million for the six months ended June 30, 2024. Our cash flow from working capital for the six months ended June 30, 2025, was impacted by a $3.2 million increase in cash used for other assets related to the addition of information technology services and the renewal of insurance and other services that will be utilized over the next 12 months, deposits on activities for our upcoming annual marketing event and fluctuations in advance deposits on future inventory purchases. Working capital for the six months ended June 30, 2025 was also impacted by a $3.4 million increase in cash used to fund accounts payable, which was attributed to the timing of the receipt of invoices for inventory and other expenses and the subsequent payment of those invoices. Additionally, cash used for accrued liabilities increased $2.5 million, which was driven by a $3.5 million legal settlement payment to one of our vendors during the six months ended June 30, 2025. The increase in cash used for accrued liabilities for the six months ended June 30, 2025 was partially offset by an increase in accrued professional fees for legal services,
33
audit and tax services, and other general corporate expenses compared with the six months ended June 30, 2024. The decrease in net cash provided by operating activities during the six months ended June 30, 2025 was partially offset by a $1.5 million increase in cash provided by Biote-branded dietary supplement inventory due to a 28.1% increase in dietary supplement revenue over the prior year period. This compares with a $0.3 million increase in Biote-branded supplement inventory during the six months ended June 30, 2024, resulting in a $1.8 million incremental increase in cash for the 2025 period.
Investing Activities
Net cash used in investing activities decreased $11.7 million to $3.8 million for the six months ended June 30, 2025, compared to $15.5 million for the six months ended June 30, 2024. This decrease was principally driven by the acquisition of Asteria Health, Simpatra and BioSana during the six months ended June 30, 2024.
Financing Activities
Net cash used in financing activities decreased $34.9 million to $29.5 million for the six months ended June 30, 2025, compared to $64.4 million for the six months ended June 30, 2024. Cash payments required under our repurchase liabilities decreased $37.1 million in 2025 to $25.1 million compared to $62.2 million in 2024. As of June 30, 2025, we have repaid approximately 64% of the liabilities. Additionally, we used cash of $5.6 million to repurchase Class A common stock during the six months ended June 30, 2024, that did not reoccur during the six months ended June 30, 2025. These decreases were partially offset by a $10.0 million repayment on borrowings under our revolving loans during 2024.
Critical Accounting Policies and Estimates
The discussion and analysis of our financial condition and results of operations are based upon our unaudited condensed consolidated financial statements, which have been prepared in accordance with U.S. GAAP. In preparing the unaudited condensed consolidated financial statements, we make estimates and judgments that affect the reported amounts of assets, liabilities, revenue, expenses, and related contingent liabilities. The methods, estimates, and judgments that we use in applying our accounting policies have a significant impact on the results that we report in our unaudited condensed consolidated financial statements. Some of our accounting policies require us to make difficult and subjective judgments, often as a result of the need to make estimates regarding matters that are inherently uncertain. Our estimates are based on historical experience, current economic and industry conditions and on various other assumptions that we believe to be reasonable under the circumstances. Because of the uncertainty inherent in these matters, actual results may differ from these estimates and could differ based upon other assumptions or conditions.
See Note 2, Significant Accounting Policies, to the audited consolidated financial statements included in our 2024 Form 10-K for more information about our significant accounting policies, including our critical accounting policies. The critical accounting estimates that reflect our most significant judgments and estimates used in the preparation of our consolidated financial statements are described in Part II, Item 7 “Management's Discussion and Analysis of Financial Condition and Results of Operations,” included in our 2024 Form 10-K. During the three and six months ended June 30, 2025, there were no material changes to our critical accounting policies and estimates from those discussed in our 2024 Form 10-K.
Recently Issued and Adopted Accounting Pronouncements
For a description of recent accounting pronouncements, see “Recently Adopted Accounting Pronouncements” and “Recent Accounting Pronouncements Not Yet Adopted” in Note 2 to the unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report.
JOBS Act Accounting Election
We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Section 107 of the JOBS Act provides that an emerging growth company can take advantage of an extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards applicable to public companies, allowing them to delay the adoption of those standards until those standards would otherwise apply to private companies. We have elected to use this extended transition period under the JOBS Act. As a result, our consolidated financial statements may not be comparable to the financial statements of companies that are required to comply with the effective dates for new or revised accounting standards that are applicable to public companies, which may make our common stock less attractive to investors.
We will remain an emerging growth company under the JOBS Act until the earliest of (i) December 31, 2026, (ii) the last date of our fiscal year in which we have total annual gross revenue of at least $1.235 billion, (iii) the date on which we are deemed to be a “large accelerated filer” under the rules of the SEC with at least $700.0 million of outstanding securities held by non-affiliates or (iv) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the previous three years.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
We are a smaller reporting company as defined by Item 10 of Regulation S-K and are not required to provide the information otherwise required under this item.
34
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
We maintain “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act and based upon the criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO framework”), that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is (1) recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and (2) accumulated and communicated to our management, including our principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2025 based upon the COSO framework. Based upon the evaluation under these criteria, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were not effective at a reasonable assurance level based on the prior material weakness that existed in our internal control over financial reporting as described below. Notwithstanding the identified material weakness, management, including our Chief Executive Officer and Chief Financial Officer, believes the unaudited condensed consolidated financial statements included in this Quarterly Report fairly present, in all material respects, our financial condition, results of operations and cash flows at and for the periods presented in accordance with U.S. GAAP.
Remediation Efforts to Address Previously Reported Material Weaknesses in Internal Control Over Financial Reporting
In the course of preparing financial statements for the fiscal years ended December 31, 2020 and 2019, we identified a material weakness in the aggregate in our internal control over financial reporting. Specifically, we determined that we did not maintain an effective control environment as we did not maintain a sufficient complement of qualified technical accounting and financial reporting personnel to perform control activities, including those involving complex and/or non-routine transactions particularly related to revenue recognition, financial instruments, and equity. Additionally, we determined that we did not maintain appropriate control and monitoring activities as we identified control issues related to information technology general controls in connection with change management, user access controls, segregation of duties as it relates to user access controls and a lack of segregation of duties within our enterprise resource planning system. This resulted in incorrect accounting entries that were identified and corrected through the audit of our fiscal years ended December 31, 2020 and 2019. In addition, this material weakness resulted in errors in the financial statements and related disclosures in our Quarterly Reports on Form 10-Q for the quarters ended June 30, 2022 and September 30, 2022. This material weakness has not been remediated as of June 30, 2025.
In order to address this previously reported material weakness, we hired additional accounting and finance personnel with technical accounting and financial reporting experience as well as implemented procedures and controls in the financial statement close process, which include enhanced system capabilities in most areas, enhanced reconciliation controls, enhanced review controls and financial close checklists which ensure all necessary reviews and reconciliations are occurring as designed. Additionally, we also have access to accounting training, literature, research materials and increased communication among our personnel and outsourced third-party professionals with whom we may consult regarding the application of complex accounting transactions. We are reviewing and assessing access within our information systems in light of our limited staff and will implement mitigating controls where proper segregation may not be feasible. Additionally, we plan to implement user access reviews for key systems.
Our remediation plan can only be accomplished over time and will be continually reviewed to determine that we are achieving our objectives. There is no assurance that these initiatives will ultimately have the intended effects. The material weakness will not be considered remediated until our management designs and implements effective controls that operate for a sufficient period of time and our management has concluded through testing that these controls are effective. Although we are working to remediate the identified material weakness, we can provide no assurance that the material weakness will be remediated during fiscal year 2025.
Changes in Internal Control over Financial Reporting
Other than the material weakness remediation activities described above, there were no changes in our internal control over financial reporting, as identified in connection with evaluation required by Rules 13a-15(d) and 15d-15(d) under the Exchange Act, that occurred during the three months ended June 30, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
35
PART II—OTHER INFORMATION
Unless the context otherwise requires, all references in Part II of this Quarterly Report to the “Company,” “Biote,” “we,” “us, or “our” refer to biote Corp, inclusive of its consolidated subsidiaries, and, unless otherwise noted, “Holdings” refers to BioTE Holdings, LLC, together with its direct and indirect subsidiaries.
Item 1. Legal Proceedings.
From time to time, we may be involved in various legal proceedings and subject to claims that arise in the ordinary course of business. Although the results of litigation and claims are inherently unpredictable and uncertain, we are not currently a party to any legal proceedings the outcome of which, if determined adversely to us, are believed to, either individually or taken together, have a material adverse effect on our business, operating results, cash flows or financial condition. Regardless of the outcome, litigation has the potential to have an adverse impact on us due to defense costs and possible settlement expenses, diversion of management resources and other factors.
Right Value Litigation
On January 30, 2024, a lawsuit was filed in the 162nd Judicial District Court of Dallas County, Texas (the “District Court of Dallas County”) against the Company by Right Value Drug Stores, LLC d/b/a Carie Boyd’s Prescription Shop n/k/a Carie Boyd Pharmaceuticals (“Right Value”). The lawsuit generally alleges breach of contract, fraud, and declaratory judgment (“Right Value Litigation”). The Company has brought counterclaims against Right Value generally for fraud, breach of contract, and quantum meruit.
On September 26, 2024, Right Value amended its petition to seek injunctive relief, asking the District Court of Dallas County to impose a mandatory injunction that would require the Company to pay at least $1.2 million per month to Right Value through the conclusion of the trial. On September 27, 2024, the District Court of Dallas County conducted a hearing on Right Value’s application, and, at the conclusion of that hearing, the District Court of Dallas County denied Right Value’s application for temporary restraining order and set the hearing on Right Value’s application for temporary injunction on November 11, 2024 (the “November 11th Hearing”). The parties engaged in expedited discovery and briefing in advance of the November 11th Hearing. At the conclusion of the November 11th Hearing, the District Court of Dallas County denied Right Value’s request for a temporary injunction.
On February 26, 2025, BioTE Medical entered into a Settlement Agreement (the “Settlement Agreement”) with Right Value. Pursuant to the Settlement Agreement, BioTE Medical agreed to pay Right Value an aggregate amount of $5.0 million according to the following schedule: (i) $3.5 million within three (3) business days upon execution of the Settlement Agreement and (ii) $1.5 million within one (1) business day following February 17, 2026. Additionally, the parties identified therein have agreed to, among other things, a customary mutual release of all claims arising out of or relating to the Right Value Litigation, except as expressly provided in the Settlement Agreement. The Settlement Agreement also contains customary representations, warranties and agreements by the parties in addition to the terms described above. The Company recorded a charge related to the settlement for the year ended December 31, 2024. In accordance with the terms of the settlement agreement, on February 28, 2025, the Company paid $3.5 million to Right Value. The remaining $1.5 million liability was included in accrued liabilities on the Company’s June 30, 2025 condensed consolidated balance sheet.
Yosaki and Mioko Trusts
On July 12, 2024, a lawsuit was filed in the Delaware Court of Chancery against Haymaker Sponsor III, LLC, the Company's outside legal counsel, and certain Company executive officers and directors (collectively, “Defendants”) by two trusts (“Plaintiffs”) that allegedly owned shares representing approximately 4.2% of the Company's outstanding stock immediately following the May 26, 2022 transaction with Haymaker Acquisition Corp III. The lawsuit alleges breaches of fiduciary duties, aiding and abetting those alleged breaches, and unjust enrichment (“July 12, 2024 Litigation”).
On July 22, 2024, the Plaintiffs amended their complaint to withdraw their allegation of current equity ownership. The Defendants moved to dismiss the lawsuit, and it was dismissed on March 15, 2025. The Plaintiffs appealed to the Delaware Supreme Court on April 15, 2025, and the parties have completed their briefing.
The Company believes the claims asserted in the July 12, 2024 Litigation are without merit and intends to vigorously defend against them. However, given the preliminary stage of the proceedings, the Company is currently unable to predict the outcome of this matter or estimate the range of potential loss, if any, that may result.
Cindy Latch
On November 15, 2024, Cindy Latch, an actress / model who formerly appeared in one BioTE marketing video, filed suit against BioTE alleging misappropriation of her name, image and likeness by both BioTE and various of its approved practitioners (the “November 15 2024 Litigation”) and seeking a temporary restraining order and temporary injunction. The November 15 2024 Litigation is pending in the 101st Judicial District Court of Dallas County, Texas. On November 25, 2024, a hearing was held on
36
Latch’s request for a temporary restraining order. That same day, the court signed an order granting a temporary restraining order purporting to restrain BioTE and “all Biote affiliates and practitioners from further utilizing Plaintiff’s image or likeness for the furtherance of any Biote business” until a temporary injunction hearing can be held. A temporary injunction hearing was held on December 9, 2024, and on that same day, the 101st Judicial District Court judge signed a temporary injunction granting essentially the same relief as in the temporary restraining order. Believing there to be numerous deficiencies in the temporary injunction, on December 17, 2024, BioTE filed a Motion for Expedited Temporary Relief Staying the Temporary Injunction Pending Appeal seeking to stay the enforcement of the temporary injunction while BioTE pursued an appeal of that order. On February 12, 2025, the 5th District Court of Appeals denied that requested relief. In the interim, on January 16, 2025, BioTE filed its appellate brief seeking to overturn the December 9 temporary injunction order. Briefing on the appeal was completed on February 25, 2025. On April 15, 2025, the Dallas 5th District Court of Appeals reversed the temporary injunction, and it is no longer in place. On May 23, 2025, Latch filed a motion for partial summary judgment as to liability on her breach of contract claim. The briefing was completed on that motion, and a hearing was held, but no ruling has yet been issued.Trial on the November 15 2024 Litigation is currently on the 101st Judicial District Court’s two-week docket beginning on April 27, 2026.
Gary S. Donovitz / NIL Litigation
On December 13, 2024, Dr. Gary S. Donovitz (“Donovitz”) filed suit against BioTE Medical alleging misappropriation of his name, image and likeness by BioTE and various of its approved practitioners (the “December 13, 2024 Litigation”) and seeking a temporary restraining order and temporary injunction. The December 13, 2024 Litigation is pending in the 101st Judicial District Court of Dallas County, Texas. Because BioTE contends that, pursuant to a settlement agreement executed on April 23, 2024, Donovitz’s claims were required to be brought before former Delaware Chancery Court Chancellor Chandler, on December 17, 2024, BioTE filed an action against Donovitz in Delaware Chancery Court (the “December 17, 2024 Litigation”) seeking a preliminary and permanent injunction enjoining Donovitz from pursuing the December 13, 2024 Litigation in Texas. On December 18, 2024, following a hearing on Donovitz’s request for a temporary restraining order, the 101st Judicial District Court judge entered a temporary restraining order purporting to enjoin Biote and “all its affiliates, partnered-clinics and practitioners” from further utilizing Donovitz’s name, image or likeness for furtherance of any Biote business until a hearing could be held on Donovitz’s request for a temporary injunction. The temporary injunction hearing was set for December 27, 2024. Also on December 18, 2024, the Delaware Chancery Court issued a temporary restraining order precluding Donovitz from prosecuting the December 13, 2024 Litigation in Texas. On December 23, 2024, a hearing was held before Vice Chancellor Laster of the Delaware Chancery Court to determine if the Delaware temporary restraining order should be renewed.
Following the hearing, Vice Chancellor Laster entered an order renewing the Delaware temporary restraining order as a preliminary injunction which, again, precluded Donovitz from prosecuting the December 13, 2024 Litigation in Texas. Subsequently, on December 27, 2024, a hearing was held before the 101st Judicial District Court of Dallas County on Donovitz’s application for a temporary injunction. Following the hearing, the 101st Judicial District Court entered a temporary injunction continuing to enjoin BioTE and “all its affiliates, partnered-clinics and practitioners” from further utilizing Donovitz’s name, image or likeness for furtherance of any Biote business. BioTE appealed the entry of the temporary injunction entered by the 101st Judicial District Court. Briefing on the appeal in the December 13, 2024 Litigation was completed on April 14, 2025, and the appeal was scheduled to be submitted to the Dallas 5th District Court of Appeals without oral argument on May 13, 2025. On January 20, 2025, Vice Chancellor Laster converted the Delaware preliminary injunction back to a temporary restraining order.
Donovitz filed a request to appeal regarding the Delaware temporary restraining order. The Delaware Supreme Court accepted that interlocutory appeal, and the opening brief was filed April 2, 2025. The briefing was completed on May 19, 2025.
On July 11, 2025, Vice Chancellor Laster entered another temporary restraining order which, again, precluded Donovitz from prosecuting the December 13, 2024 Litigation in Texas. Subsequently, on July 18, 2025, Donovitz removed the action to the United States District Court for the District of Delaware. BioTE has sought to remand the case back to the Delaware Chancery Court, but briefing on that motion has not yet been completed. The parties have agreed that the Delaware temporary restraining order will remain in force until the motion to remand is resolved and hearing is held on whether to extend the Delaware temporary restraining order or convert it to a preliminary injunction.
Item 1A. Risk Factors.
Below we are providing, in supplemental form, updates to our risk factors from those previously disclosed in Part I, Item 1A of our 2024 Form 10-K. Our risk factors disclosed in Part I, Item 1A of our 2024 Form 10-K provide additional discussion regarding
37
these supplemental risks and we encourage you to read and carefully consider all of the risk factors disclosed in Part I, Item 1A of our 2024 Form 10-K, together with the below, for a more complete understanding of the risks and uncertainties material to our business.
International trade policies, including tariffs, sanctions and trade barriers may adversely affect our business, financial condition, results of operations and prospects.
The recent announcements of substantial new tariffs and other restrictive trade policies have created a dynamic and unpredictable trade landscape, which may adversely impact our business.
Current or future tariffs or other restrictive trade measures may raise the costs of raw materials, components or finished goods, which may adversely impact our operational expenses. Such cost increases may reduce our margins and require us to increase prices, which could harm our competitive position, reduce customer demand and damage customer relationships. Our manufacturers, suppliers and distribution channels are also affected by the current trade environment, and we may experience supply chain disruptions as a result of increased costs and uncertainty, as well as risks to the long-term viability of key vendors, which may impact our ability to meet customer demand or manage inventory efficiently. In particular, we source estradiol from China and trocars from Pakistan, and the tariffs may increase the costs of obtaining such materials. Tariff and other trade-related cost pressures and supply chain disruptions may lead to reputational harm if we are unable to deliver products or services on expected timelines or if any price increases are poorly received by customers or business partners. In addition, many of our customers operate businesses that may be impacted by trade policies, which may result in decreased demand for our products or extended sales cycles as customers assess the impact of evolving trade policies on their operations and face increased costs or decreased revenue due to tariffs and trade restrictions.
Trade disputes, trade restrictions, tariffs and other political tensions between the U.S. and other countries may also exacerbate unfavorable macroeconomic conditions including inflationary pressures, foreign exchange volatility, financial market instability, and economic recessions or downturns, which may also negatively impact customer demand for our products or services, delay purchases or renewals, limit expansion opportunities with customers, limit our access to capital, or otherwise negatively impact our business and operations. Ongoing tariff, trade restrictions and macroeconomic uncertainty has and may continue to contribute to volatility in the price of our common stock.
The complexity of announced or future tariffs may also increase the risk that we or our customers or suppliers may be subject to civil or criminal enforcement actions in the U.S. or foreign jurisdictions related to compliance with trade regulations. In addition, retaliatory trade policies or anti-U.S. sentiment in certain regions whether driven by trade tensions, political disagreements, or regulatory concerns may make customers, governments and investors more hesitant to engage with, purchase from or invest in U.S. firms. This may lead to increased preference for local competitors, changes to government procurement policies, heightened regulatory scrutiny, decreased intellectual property protections, delays in regulatory approvals or other retaliatory regulatory non-tariff policies, which may result in heightened international legal and operational risks and difficulties in attracting and retaining non-U.S. customers, suppliers, employees, partners and investors.
Ongoing uncertainty regarding trade policies may also complicate our short- and long-term strategic planning, and that of our partners and customers, including decisions regarding hiring, product strategy, capital investment, supply chain design and geographic expansion.
While we continue to monitor trade developments, the ultimate impact of these risks remains uncertain and any prolonged economic downturn, escalation in trade tensions, or deterioration in international perception of U.S.-based companies could materially and adversely affect our business, results of operations, financial condition and prospects. In addition, tariffs and other trade developments have and may continue to heighten the risks related to the other risk factors described elsewhere in this Quarterly Report and in our 2024 Form 10-K.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
38
Item 6. Exhibits.
Exhibit Number |
|
Description |
2.1† |
|
Business Combination Agreement, dated as of December 13, 2021, by and among the Company, Haymaker Sponsor III LLC, Dr. Gary Donovitz, in his capacity, and Teresa S. Weber, in her capacity as the Members’ Representative (Incorporated by reference to Exhibit 2.1 of Haymaker Acquisition Corp. III’s Current Report on Form 8-K (File No. 001-40128) filed with the SEC on December 14, 2021). |
3.1 |
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Second Amended and Restated Certificate of Incorporation of biote Corp. (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-40128) filed with the SEC on June 2, 2022). |
3.2 |
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Amended and Restated Bylaws of biote Corp. (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-40128) filed with the SEC on February 22, 2023). |
31.1* |
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Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
31.2* |
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Certification of Principal Financial Officer and Principal Accounting Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
32.1** |
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Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
32.2** |
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Certification of Principal Financial Officer and Principal Accounting Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
101.INS |
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Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document. |
101.SCH |
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Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents |
104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Filed herewith.
** Furnished herewith and not deemed to be “filed” for purposes of Section 18 of the Exchange Act and shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act (whether made before or after the date of this Quarterly Report on Form 10-Q), irrespective of any general incorporation language contained in such filing.
† Certain schedules and exhibits to this exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request.
39
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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BIOTE CORP. |
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Date: August 8, 2025 |
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By: |
/s/ Robert C. Peterson |
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Name: Robert C. Peterson |
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Title: Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
40
FAQ
What were Biote Corp. (BTMD) revenues for Q2 2025?
Did BTMD report net income in the quarter ended June 30, 2025?
How much cash did BTMD have on hand as of June 30, 2025?
What is the status of BTMD's term loan and covenant compliance?
How did earnout liabilities affect BTMD's results?
