8-K
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): March 28, 2023

 

 

biote Corp.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-40128   85-1791125

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

1875 W. Walnut Hill Ln #100

Irving, Texas 75038

(Address of principal executive offices, including zip code)

(844) 604-1246

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading
Symbols

 

Name of each exchange

on which registered

Class A common stock, par value $0.0001 per share   BTMD   The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share   BTMDW   The Nasdaq Stock Market LLC

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

 

Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

Pre-commencements communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

 

 


Item 2.02

Results of Operations and Financial Condition.

On March 28, 2023, biote Corp. (the “Company”) issued a press release to report the Company’s financial results for the fiscal year and quarter ended December 31, 2022. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Item 2.02 and the attached Exhibit 99.1 are being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall they be deemed to be incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

 

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit

No.

   Description
99.1    Press Release, dated March 28, 2023
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).

 


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

biote Corp.
By:  

/s/ Teresa S. Weber

Name:   Teresa S. Weber
Title:   Chief Executive Officer

Date: March 28, 2023

EX-99.1

Exhibit 99.1

 

LOGO

Biote Reports Fourth Quarter and Full Year 2022 Financial Results

Achieved Full Year 2022 Record Revenue and Adjusted EBITDA for Full Year 2022

Expect 2023 Revenue of $190-200 million and Adjusted EBITDA of $56-60 million

Significantly Increased Trading Liquidity with Recent Successful Secondary Offering

IRVING, TX – March 28, 2023—Biote (NASDAQ: BTMD), a leading solutions provider in preventive health care through the delivery of personalized hormone therapy, today announced financial results for the fourth quarter and full year ended December 31, 2022.

Fourth Quarter Highlights, year over year:

 

   

Revenue of $44.5 million, an 18.5% increase.

 

   

Net income of $12.8 million and fully diluted GAAP earnings per share of $0.18.

 

   

Adjusted EBITDA of $13.1 million, a 40% increase.1

Full Year 2022 Highlights, year over year:

 

   

Revenue of $165.0 million, an 18.3% increase.

 

   

Net income of $1.3 million and fully diluted GAAP loss per share of $(0.12).

 

   

Adjusted EBITDA of $50.1 million, up 24.6%.2

 

   

Continued to execute growth strategy to capture large market opportunity for both providers and patients

“Biote achieved record financial results in the fourth quarter and for the full 2022 year, driven by strong growth in revenue and Adjusted EBITDA, which were at the high end of our guidance,” said Biote Chief Executive Officer Terry Weber. “Our financial performance reflected successful execution of our growth strategy, as we further built our sales team and practitioner network in both existing and new geographic markets. Consumers increasingly seek treatment for many age-related symptoms often caused by hormonal imbalances, and the effectiveness of the Biote method continues to spur patient demand for the customized therapies offered by Biote-certified providers. As we strive to make the Biote brand synonymous with hormone replacement therapy, we remain dedicated to broadening public awareness by advancing the science and research supporting hormone optimization.”

 

1,2 

Please see the “Reconciliations of Adjusted EBITDA” table below for a reconciliation of Adjusted EBITDA to the most directly comparable GAAP measure, net income, and additional information about Adjusted EBITDA.


Ms. Weber continued, “In early January, we successfully completed a secondary offering of Biote Class A common stock, representing an important milestone in our journey as a public company. This transaction not only significantly increased the liquidity of our publicly traded shares, but also broadened institutional ownership of our shares. As a management team, we remain focused on building long-term shareholder value through profitable growth.”

2022 Fourth Quarter Financial Review

Revenue for the fourth quarter of 2022 was $44.5 million, an increase of 18.5% from $37.5 million for the fourth quarter of 2021. The increase was driven by continued growth in both procedures and dietary supplements revenue, despite lingering weather-related impacts in Florida and Puerto Rico.

Gross profit margin for the fourth quarter of 2022 was 65.3% compared to 64.0% for the fourth quarter of 2021. The increase in gross profit margin was primarily due to effective cost management.

Operating income for the fourth quarter of 2022 was $7.3 million, an increase of 23.3% from $5.9 million in the fourth quarter of 2021. The increase in operating income reflected increased profitability on higher sales, partially offset by higher SG&A expense.

Net income for the fourth quarter of 2022 was $12.8 million, or $0.18 per diluted share, compared to net income of $5.5 million for the fourth quarter of 2021. Net income increased due to the improvement in operating income and a favorable impact from transaction-related items, partially offset by increased interest expense. The net change in the fair value adjustments to warrant and earnout liabilities was $7.5 million in the fourth quarter, as compared to no such impact in the fourth quarter of 2021.

Adjusted EBITDA for the fourth quarter of 2022 was $13.1 million compared to $9.4 million for the fourth quarter of 2021. The 40% increase in Adjusted EBITDA was driven by the growth in revenue as well as the positive leverage in our business model that enables profit to grow faster than revenue.3

2022 Full Year Financial Review

Revenue for 2022 was $165.0 million, an increase of 18.3% from $139.4 million in 2021. The increase was driven by continued growth in both procedures and dietary supplements revenue.

Gross profit margin for 2022 was 66.9% compared to 65.0% for 2021. The increase in gross profit margin was primarily due to a more favorable product mix.

Operating loss for 2022 was $(60.7) million, compared to operating income of $34.6 million for 2021. Operating loss in 2022 reflected the impact of $21.6 million in transaction-related costs and $82.2 million in stock compensation expense. Excluding these costs, operating income would have been $43.1 million in 2022.

Net income for 2022 was $1.3 million, or a loss of $0.12 per diluted share, compared to net income of $32.6 million in the fourth quarter of 2021.

 

 

3 

Please see the “Reconciliations of Adjusted EBITDA” table for a reconciliation of Adjusted EBITDA to the most directly comparable GAAP measure, net income, and additional information about Adjusted EBITDA.


Adjusted EBITDA for 2022 was $50.1 million compared to $40.2 million for 2021. The 24.6% increase in Adjusted EBITDA was primarily driven by the growth in revenue and the positive operating leverage in our business model.4

2023 Financial Outlook

“Biote’s annuity-like business model provides good visibility into our projected financial performance. In 2023 we anticipate continued growth in both revenue and Adjusted EBITDA, as we further build our market presence and practitioner network. We are investing to strengthen our infrastructure and capabilities while continuing to expand our sales team,” said Ms. Weber.

“Our 2023 financial forecast assumes stronger revenue growth and Adjusted EBITDA performance in the second half of the year as we begin to benefit from the contributions of sales personnel added at the end of last year,” concluded Ms. Weber.

 

($in millions)    2023 Guidance Range  

Revenue

   $ 190-$200  

Adjusted EBITDA

   $ 56-$60  

Conference Call:

Terry Weber, Chief Executive Officer, and the Company’s management will host a conference call to review these results and provide a business update beginning at 8:30 a.m. ET on Wednesday, March 29, 2023. To access the conference call by telephone, please dial (866) 524-3160 (U.S toll-free) or (412) 317-6760 (International). To access a live webcast of the call, interested parties may use the following link: Biote Q4 and Full Year 2022 Earnings Webcast. A replay of the webcast will be available on the Events page of the Biote Investor Relations website, at ir.biote.com, shortly after the event concludes.

Discussion of Non-GAAP Financial Measures

To provide investors with additional information regarding our financial results, Biote has disclosed Adjusted EBITDA, a non-GAAP financial measure that it calculates as net income before interest, taxes and depreciation and amortization, further adjusted to exclude stock-based compensation, transaction-related expenses, fair value adjustments to certain equity instruments classified as liabilities and other non-operating costs. Below we have provided a reconciliation of net income (the most directly comparable GAAP financial measure) to Adjusted EBITDA.

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.

 

 

4 

Please see the “Reconciliations of Adjusted EBITDA” table for a reconciliation of Adjusted EBITDA to the most directly comparable GAAP measure, net income, and additional information about Adjusted EBITDA.


Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are as follows:

 

   

Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and Adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements or for assets;

 

   

Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs; and

 

   

Adjusted EBITDA does not reflect tax payments that may represent a reduction in cash available to us.

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. A reconciliation is provided in the financial statement tables included below in this press release for each non-GAAP financial measure to the most directly comparable financial measure stated in accordance with GAAP. Because of these limitations, you should consider Adjusted EBITDA alongside other financial performance measures, including net income and our other GAAP results.

About Biote

Biote is transforming healthy aging through innovative, personalized hormone optimization therapies delivered by Biote-certified medical providers. Biote trains practitioners how to identify and treat early indicators of hormone-related aging conditions, an underserved $7 billion global market, providing affordable symptom relief for patients and driving clinic success for practitioners.

Forward-Looking Statements

Except for historical information contained herein, this press release contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Some of the forward-looking statements can be identified by the use of forward-looking words. Statements that are not historical in nature, including the words “may,” “can,” “should,” “will,” “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “hope,” “anticipate,” “believe,” “seek,” “target,” “continue,” “could,” “might,” “ongoing,” “potential,” “predict,” “would” and other similar expressions, are intended to identify forward-looking statements. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual results or developments to differ materially from those expressed or implied by such forward-looking statements, including but not limited to: the success of our dietary supplements to attain significant market acceptance among clinics, practitioners and their patients; our customers’ reliance on certain third parties to support the manufacturing of bio-identical hormones for prescribers; our and our customers’ sensitive to regulatory, economic, environmental and competitive conditions in certain geographic regions; our ability to increase the use by practitioners and clinics of the Biote Method at the rate that we anticipate or at all; our ability to grow our business; the significant competition we face in our industry; our limited operating history; our ability to protect our


intellectual property; the unpredictability of the effects of the COVID-19 pandemic; the heavy regulatory oversight in our industry; changes in applicable laws or regulations; the inability to profitably expand in existing markets and into new markets; the possibility that we may be adversely impacted by other economic, business and/or competitive factors, including recent bank failures; and future exchange and interest rates. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of Biote’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022 and other documents filed by Biote from time to time with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the year ended December 31, 2022. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Biote assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Biote does not give any assurance that it will achieve its expectations.


Financial Tables

Biote Corp.

Consolidated Balance Sheets

(In Thousands)

(Unaudited)

 

     December 31,     December 31,  
     2022     2021  

Assets

    

Current assets:

    

Cash

   $ 79,231     $ 26,766  

Accounts receivable, net

     6,948       5,231  

Inventory, net

     11,183       9,615  

Other current assets

     3,816       5,473  
  

 

 

   

 

 

 

Total current assets

     101,178       47,085  

Property and equipment, net

     1,504       2,335  

Capitalized software, net

     5,073       4,554  

Operating lease right-of-use assets

     2,052       356  

Deferred tax asset

     1,838       —    
  

 

 

   

 

 

 

Total assets

   $ 111,645     $ 54,330  
  

 

 

   

 

 

 

Liabilities and Stockholders’ Equity (Deficit)

    

Current liabilities:

    

Accounts payable

   $ 4,112     $ 4,349  

Accrued expenses

     6,274       6,011  

Term loan, current

     6,250       5,000  

Deferred revenue, current

     1,965       1,705  

Operating lease liabilities, current

     165       248  
  

 

 

   

 

 

 

Total current liabilities

     18,766       17,313  

Term loan, net of current portion

     112,086       31,963  

Deferred revenue, net of current portion

     926       802  

Operating lease liabilities, net of current portion

     1,927       127  

Warrant liability

     4,104       —    

Earnout liability

     32,110       —    
  

 

 

   

 

 

 

Total liabilities

     169,919       50,205  

Commitments and contingencies (See Note 18)

    

Stockholders’ Equity (Deficit)

    

Class A, AA, AAA, and AAAA units, no par value, unlimited units authorized; no and 1,013,197 units issued, no and 982,800 units outstanding as of December 31, 2022 and December 31, 2021, respectively

     —         —    

Preferred stock, $0.0001 par value, 10,000,000 shares authorized; no shares issued or outstanding

     —         —    

Class A common stock, $0.0001 par value, 600,000,000 shares authorized; 11,242,887 and no shares issued, 9,655,387 and no shares outstanding as of December 31, 2022 and December 31, 2021, respectively

     1       —    

Class B common stock, $0.0001 par value, 8,000,000 shares authorized; no shares issued or outstanding as of December 31, 2022 and December 31, 2021

     —         —    

Class V voting stock, $0.0001 par value, 100,000,000 shares authorized; 58,565,824 and no shares issued, 48,565,824 and no shares outstanding as of December 31, 2022 and December 31, 2021, respectively

     5       —    

Additional paid-in capital

     —         —    

Retained earnings (Accumulated deficit)

     (44,460     4,165  

Accumulated other comprehensive loss

     (5     (40
  

 

 

   

 

 

 

biote Corp.’s stockholders’ equity (deficit)

     (44,459     4,125  

Noncontrolling interest

     (13,815     —    
  

 

 

   

 

 

 

Total stockholders’ equity (deficit)

     (58,274     4,125  
  

 

 

   

 

 

 

Total liabilities and stockholders’ equity (deficit)

   $ 111,645     $ 54,330  
  

 

 

   

 

 

 


Biote Corp.

Consolidated Statements of Operations

(In Thousands, except per share values)

(Unaudited)

 

     Three Months Ended December 31,     Year Ended December 31,  
     2022     2021     2022     2021  

Revenue:

        

Product revenue

   $ 44,012     $ 36,979     $ 163,133     $ 137,598  

Service revenue

     473       557       1,824       1,798  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total revenue

     44,485       37,536       164,957       139,396  

Cost of revenue (excluding depreciation and amortization included in selling, general and administrative, below)

        

Cost of products

     14,599       12,802       51,990       46,298  

Cost of services

     825       724       2,585       2,519  
  

 

 

   

 

 

   

 

 

   

 

 

 

Cost of revenue

     15,424       13,526       54,575       48,817  

Commissions

     186       449       974       2,056  

Marketing

     1,276       1,683       4,628       4,908  

Selling, general and administrative

     20,296       15,953       165,502       49,054  
  

 

 

   

 

 

   

 

 

   

 

 

 

Income (loss) from operations

     7,303       5,925       (60,722     34,561  

Other income (expense), net:

        

Interest expense

     (2,182     (372     (5,091     (1,673

Gain from change in fair value of warrant liability

     575       —         5,127       —    

Gain from change in fair value of earnout liability

     6,930       —         61,770       —    

Loss from extinguishment of debt

     —         —         (445     —    

Other income

     619       4       1,073       17  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total other income (expense), net

     5,942       (368     62,434       (1,656
  

 

 

   

 

 

   

 

 

   

 

 

 

Income before provision for income taxes

     13,245       5,557       1,712       32,905  

Income tax expense

     436       77       388       286  
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income

     12,809       5,480       1,324       32,619  

Less: Net income attributable to noncontrolling interest

     11,187         2,293    
  

 

 

     

 

 

   

Net income (loss) attributable to biote Corp. stockholders

     1,622         (969  
  

 

 

     

 

 

   

Other comprehensive income (loss):

        

Foreign currency translation adjustments

     (1     (3     (1     (17
  

 

 

   

 

 

   

 

 

   

 

 

 

Other comprehensive income (loss)

     (1     (3     (1     (17
  

 

 

   

 

 

   

 

 

   

 

 

 

Comprehensive income

   $ 12,808     $ 5,477     $ 1,323     $ 32,602  
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income (loss) per common share

        

Basic

   $ 0.19       $ (0.12  

Diluted

   $ 0.18       $ (0.12  

Weighted average common shares outstanding

        

Basic

     8,703,533         8,059,371    

Diluted

     58,750,051         8,059,371    


Biote Corp.

Consolidated Statements of Cash Flows

(In Thousands)

(Unaudited)

 

     Year Ended December 31,  
     2022     2021  

Operating Activities

    

Net income

   $ 1,324     $ 32,619  

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

    

Depreciation and amortization

     2,199       1,400  

Bad debt expense (recoveries)

     (155     240  

Amortization of debt issuance costs

     589       222  

Provision for obsolete inventory

     140       471  

Non-cash lease expense

     240       226  

Non-cash sponsor share transfers

     7,216       —    

Non-cash fees under SEPA

     119       —    

Share-based compensation expense

     82,180       —    

Gain from change in fair value of warrant liability

     (5,127     —    

Gain from change in fair value of earnout liability

     (61,770     —    

Loss from extinguishment of debt

     445       —    

Deferred income taxes

     (743     —    

Changes in operating assets and liabilities:

    

Accounts receivable

     (1,562     (752

Inventory

     (1,708     (5,762

Other current assets

     (2,284     34  

Accounts payable

     416       1,605  

Deferred revenue

     384       (373

Accrued expenses

     (30,841     4,029  

Operating lease liabilities

     (219     (239
  

 

 

   

 

 

 

Net cash (used in) provided by operating activities

     (9,157     33,720  

Investing Activities

    

Purchases of property and equipment

     (333     (1,448

Purchases of capitalized software

     (1,505     (2,359
  

 

 

   

 

 

 

Net cash used in investing activities

     (1,838     (3,807

Financing Activities

    

Proceeds from the Business Combination

     12,282       —    

Principal repayments on term loan

     (4,375     (5,000

Borrowings on term loan

     125,000       —    

Extinguishment of Bank of America term loan

     (36,250     —    

Debt issuance costs

     (4,036     —    

Settlement of phantom equity rights

     (7,250     —    

Settlement of RSUs

     (424     —    

Distributions

     (12,886     (11,402

Capitalized transaction costs

     (8,341     (3,941

Proceeds from issuance of shares under SEPA

     442       —    

SEPA transaction costs

     (702     —    
  

 

 

   

 

 

 

Net cash provided by (used in) financing activities

     63,460       (20,343

Effect of exchange rate changes on cash and cash equivalents

     —         (12
  

 

 

   

 

 

 

Net increase in cash and cash equivalents

     52,465       9,558  

Cash and cash equivalents at beginning of period

     26,766       17,208  
  

 

 

   

 

 

 

Cash and cash equivalents at end of period

   $ 79,231     $ 26,766  
  

 

 

   

 

 

 

Supplemental Disclosure of Cash Flow Information

    

Cash paid for interest

   $ 4,426     $ 1,462  

Cash paid for income taxes

     282       171  

Non-cash investing and financing activities

    

Capital expenditures and capitalized software included in accounts payable

   $ 49     $ 282  

Non-cash SEPA transaction costs

   $ 119     $ —    


Biote Corp.

Reconciliation of Adjusted EBITDA to Net (Loss) Income

(In Thousands)

(Unaudited)

 

     Three Months Ended     Year Ended  
     December 31,     December 31,  
     2022     2021     2022     2021  

Net income

   $ 12,809     $ 5,480     $ 1,324     $ 32,619  

Interest expense

     2,182       372       5,091       1,673  

Income tax expense

     436       77       388       286  

Depreciation and amortization

     555       413       2,199       1,400  

Loss from extinguishment of debt and other non-operating items

     (619     (4     (628     (17

Share-based compensation expense

     2,164       —         82,180       —    

Transaction-related expenses

     978       1,503       21,627       2,387  

Litigation and other

     2,118       1,531       4,843       1,869  

Gain from change in fair value of warrant liability

     (575     —         (5,127     —    

Gain from change in fair value of earnout liability

     (6,930     —         (61,770     —    
  

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted EBITDA

   $ 13,118     $ 9,373     $ 50,127     $ 40,218  
  

 

 

   

 

 

   

 

 

   

 

 

 

Investor Relations:

Eric Prouty

AdvisIRy Partners

eric.prouty@advisiry.com

Media:

Press@biote.com