0000950170-23-041796 | 10-Q | XBRL Viewer

Property and Equipment, Net (Tables)

6 Months Ended

Jun. 30, 2023

Property, Plant and Equipment [Abstract]

Property and equipment, net consisted of the following:


	June 30,			December 31,
	2023			2022
Trocars	$	4,644		$	4,645
Leasehold improvements		1,075			1,028
Office equipment		253			238
Computer software		140			140
Furniture and fixtures		161			161
Computer equipment		108			102
Property and equipment		6,381			6,314
Less: Accumulated depreciation		(5,319	)		(4,810	)
Property and equipment, net	$	1,062		$	1,504

Accrued Expenses

6 Months Ended

Jun. 30, 2023

Payables and Accruals [Abstract]

Accrued Expenses

ACCRUED EXPENSES

Accrued expenses consisted of the following:


	June 30,		December 31,
	2023		2022
Accrued professional fees	$	328	$	354
Accrued employee-related costs		4,469		4,221
Other		629		1,699
Accrued expenses	$	5,426	$	6,274

Income Taxes - Additional Information (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Valuation Allowance [Line Items]
Income tax expense (benefit)	$ 922,000	$ (346,000)	$ 1,552,000	$ (282,000)
TRA liability	14,432,000		$ 14,432,000
Haymaker III \| Other Business Combination
Valuation Allowance [Line Items]
Income tax percentage of federal state and local income tax savings			85.00%
Deferred tax asset	16,630,000		$ 16,630,000		$ 0
TRA liability	$ 14,432,000		$ 14,432,000		$ 0

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

Leases - Additional Information (Details) - ft²			6 Months Ended
Leases - Additional Information (Details) - ft²	Nov. 01, 2022	Jul. 01, 2014	Jun. 30, 2023
Leases [Abstract]
Extend lease term date	Nov. 30, 2028	Jun. 30, 2023
Operating lease option to Extend			On November 1, 2022, the Company executed an extension of lease office space to extend through November 30, 2028.
Area of office space	3,700

Description of Business and Basis of Presentation	6 Months Ended
Jun. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of Business and Basis of Presentation	1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION Description of Business—biote Corp. (inclusive of its consolidated subsidiaries, the “Company” or “Biote”) is a Delaware incorporated company headquartered in Irving, Texas. The Company was founded in 2012 and trains physicians and nurse practitioners in hormone optimization using bio-identical hormone replacement pellet therapy in men and women experiencing hormonal imbalance. Basis of Presentation—The condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial reporting and therefore do not include all information and disclosures normally included in the annual consolidated financial statements. The condensed consolidated financial statements include the accounts of Biote and its subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The Company recognizes noncontrolling interest related to its less-than-wholly-owned subsidiary as equity in the condensed consolidated financial statements separate from the parent entity’s equity. The net loss attributable to noncontrolling interest is included in net income in the condensed consolidated statements of income and comprehensive income. Unaudited Interim Financial Information—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 condensed consolidated balance sheet as of December 31, 2022 was derived from audited annual financial statements but does not contain all of the footnote disclosures from the annual financial statements. The accompanying condensed consolidated financial statements and related financial information should be read in conjunction with the audited consolidated financial statements and the related notes thereto for the fiscal year ended December 31, 2022. Business Combination—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”), which is discussed in more detail in Note 3. As a result of the Business Combination, Haymaker was renamed “biote Corp.” The Business Combination was accounted for as a common control transaction, in accordance with U.S. GAAP. Under this method of accounting, Haymaker’s acquisition of the BioTE Companies was accounted for at their historical carrying values, and the BioTE Companies were deemed the predecessor entity. This method of accounting is similar to a reverse recapitalization whereby the Business Combination was treated as the equivalent of the BioTE Companies issuing stock for the net assets of Haymaker, accompanied by a recapitalization. The net assets of Haymaker are stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination are those of the BioTE Companies. Following the Closing of the Business Combination, the Company is organized in an “Up-C” structure in which the business of the Company is operated by Holdings and its subsidiaries, and Biote’s only material direct asset consists of equity interests in Holdings. The consolidated financial statements of Holdings and its subsidiaries have been determined to be the predecessor for accounting and reporting purposes for the period prior to the Business Combination.

Description of Business and Basis of Presentation

6 Months Ended

Jun. 30, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Description of Business and Basis of Presentation

DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

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

Basis of Presentation—The condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial reporting and therefore do not include all information and disclosures normally included in the annual consolidated financial statements. The condensed consolidated financial statements include the accounts of Biote and its subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The Company recognizes noncontrolling interest related to its less-than-wholly-owned subsidiary as equity in the condensed consolidated financial statements separate from the parent entity’s equity. The net loss attributable to noncontrolling interest is included in net income in the condensed consolidated statements of income and comprehensive income.

Unaudited Interim Financial Information—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 condensed consolidated balance sheet as of December 31, 2022 was derived from audited annual financial statements but does not contain all of the footnote disclosures from the annual financial statements. The accompanying condensed consolidated financial statements and related financial information should be read in conjunction with the audited consolidated financial statements and the related notes thereto for the fiscal year ended December 31, 2022.

Business Combination—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”), which is discussed in more detail in Note 3. As a result of the Business Combination, Haymaker was renamed “biote Corp.”

The Business Combination was accounted for as a common control transaction, in accordance with U.S. GAAP. Under this method of accounting, Haymaker’s acquisition of the BioTE Companies was accounted for at their historical carrying values, and the BioTE Companies were deemed the predecessor entity. This method of accounting is similar to a reverse recapitalization whereby the Business Combination was treated as the equivalent of the BioTE Companies issuing stock for the net assets of Haymaker, accompanied by a recapitalization. The net assets of Haymaker are stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination are those of the BioTE Companies.

Following the Closing of the Business Combination, the Company is organized in an “Up-C” structure in which the business of the Company is operated by Holdings and its subsidiaries, and Biote’s only material direct asset consists of equity interests in Holdings. The consolidated financial statements of Holdings and its subsidiaries have been determined to be the predecessor for accounting and reporting purposes for the period prior to the Business Combination.

Long-Term Debt - Schedule of Future Maturities of Long-term Debt (Details) $ in Thousands	Jun. 30, 2023 USD ($)
Debt Disclosure [Abstract]
2023 (remaining six months)	$ 3,125
2024	6,250
2025	6,250
2026	6,250
2027	96,875
Long-term debt	$ 118,750

- Definition

Amount, excluding unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.

+ References + Details

Revenue Recognition - Schedule of Revenues Recognized for Each Revenue Stream (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Disaggregation of Revenue [Line Items]
Total revenue	$ 49,257	$ 41,359	$ 94,100	$ 78,502
Pellet Procedures Product Revenue
Disaggregation of Revenue [Line Items]
Total revenue	35,637	32,458	70,707	63,266
Dietary Supplements
Disaggregation of Revenue [Line Items]
Total revenue	12,150	7,949	20,480	13,653
Disposable Trocars Product Revenue
Disaggregation of Revenue [Line Items]
Total revenue	826	368	1,546	601
Shipping Fees Product Revenue
Disaggregation of Revenue [Line Items]
Total revenue	39	14	74	27
Product Revenue
Disaggregation of Revenue [Line Items]
Total revenue	48,652	40,789	92,807	77,547
Training Service Revenue
Disaggregation of Revenue [Line Items]
Total revenue	202	356	538	521
Contract-Term Services Revenue
Disaggregation of Revenue [Line Items]
Total revenue	225	214	435	434
Other Service Revenue
Disaggregation of Revenue [Line Items]
Total revenue	178		320
Service Revenue
Disaggregation of Revenue [Line Items]
Total revenue	$ 605	$ 570	$ 1,293	$ 955

Share-Based Compensation - Summary of Weighted-Average Assumptions used to Estimate Fair Value of Stock Options Granted (Details) - 2022 Equity Incentive Plan	6 Months Ended
	Jun. 30, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected term (in years)	6 years 1 month 6 days
Volatility	66.80%
Risk-free rate	3.50%
Dividend yield	0.00%

Fair Value Measurements - Summary of Significant Inputs Used to Measure the Fair Value of the Level 3 Private Placement Warrants (Details) - Level 3 Private Placement Warrants	Dec. 31, 2022 $ / shares
Stock Price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Sale of Stock, Price Per Share	$ 3.73
Exercise Price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding measurement input	11.50
Risk-free Rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding measurement input	0.040
Volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding measurement input	0.422
Term (in years)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding term	4 years 4 months 24 days

Capitalized Software, Net (Tables)

6 Months Ended

Jun. 30, 2023

Research and Development [Abstract]

Summary of Capitalized Software, Net

Capitalized software, net consisted of the following:


	June 30,			December 31,
	2023			2022
Website costs	$	4,145		$	4,142
Development in process		4,493			3,277
Less: Accumulated amortization		(2,905	)		(2,346	)
Capitalized software, net	$	5,733		$	5,073

Leases - Summary Balance Sheet Classification of Operating Leases and Weighted Average Remaining Lease Term and Discount Rate (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Lease Assets
Operating lease right-of-use assets	$ 1,915	$ 2,052
Total lease assets	1,915	2,052
Lease Liabilities
Operating lease liabilities, current	280	165
Operating lease liabilities, non-current	1,781	1,927
Total lease liabilities	$ 2,061	$ 2,092
Weighted-average remaining lease term --- operating leases (years)	5 years 5 months 1 day	5 years 11 months 1 day
Weighted-average discount rate --- operating leases	8.48%	8.48%

Leases (Tables)

6 Months Ended

Jun. 30, 2023

Leases [Abstract]

Summary of Operating Lease Costs Recognized under ASC 842 and Supplemental Cash Flow Information for Leases

The following table contains a summary of the operating lease costs recognized under ASC 842 and supplemental cash flow information for leases:


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Fixed lease expense	$	112	$	61	$	224	$	122
Total lease cost	$	112	$	61	$	224	$	122

Other information:
Cash paid for amounts included in the measurement of lease liabilities	$	64	$	64	$	118	$	128

Summary Balance Sheet Classification of Operating Leases and Weighted Average Remaining Lease Term and Discount Rate

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,
	2023			2022
Lease assets
Operating lease right-of-use assets	$	1,915		$	2,052
Total lease assets	$	1,915		$	2,052

Lease liabilities
Current:
Operating lease liabilities	$	280		$	165
Non-current:
Operating lease liabilities		1,781			1,927
Total lease liabilities	$	2,061		$	2,092

Weighted-average remaining lease term — operating leases (years)		5.42			5.92
Weighted-average discount rate — operating leases		8.48	%		8.48	%

Summary of Payments by Date for Operating Lease

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, 2023:


2023 (remaining six months)		218
2024		449
2025		464
2026		480
2027		497
Thereafter		470
Total lease payments		2,578
Less: Interest		(517	)
Present value of lease liabilities	$	2,061

Leases - Summary of Payments by Date for Operating Lease (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Lessee, Operating Lease, Liability, to be Paid [Abstract]
2023 (remaining six months)	$ 218
2024	449
2025	464
2026	480
2027	497
Thereafter	470
Total lease payments	2,578
Less: Interest	(517)
Present value of lease liabilities	$ 2,061	$ 2,092

Warrant Liability

6 Months Ended

Jun. 30, 2023

Warrants and Rights Note Disclosure [Abstract]

Warrant Liability

10.

WARRANT LIABILITY

In connection with its initial public offering, Haymaker issued Public Warrants as part of the units sold through the offering (“Public Warrant”) as well as private placement warrants (“Private Placement Warrant”) to its Sponsor, the terms of which are further described below.

Warrant Tender Offer

On May 9, 2023, the Company commenced (i) its offer to each holder of its outstanding warrants, each whole warrant exercisable for one share of Class A Common Stock, par value $0.0001 per share (“Common Stock”), of the Company, at an exercise price of $11.50 per share (the “Warrants”), the opportunity to receive 0.23 shares of Common Stock in exchange for each Warrant tendered by the holder and exchanged pursuant to the offer (the “Offer”), and (ii) the solicitation of consents (the “Consent Solicitation”) from holders of the Warrants (the “Consent Warrants”) to amend the Warrant Agreement (the “Warrant Agreement”), dated as of March 1, 2021, by and between Haymaker Acquisition Corp. III, a Delaware corporation, and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Amendment”), which governs all of the Warrants. Pursuant to the terms of the Warrant Agreement, all except certain specified modifications or amendments required the vote or written consent of holders of at least 50% of the publicly traded Warrants (the “Public Warrants”) and, solely with respect to any amendment to the terms of the privately held Warrants (the “Private Placement Warrants”), at least 50% of the Private Placement Warrants.

The Warrant Amendment permitted the Company to require that each Warrant that is outstanding upon the closing of the Offer be converted into 0.207 shares of Common Stock, which is a ratio 10% less than the exchange ratio applicable to the Offer. The Offer and Consent Solicitation expired one minute after 11:59 p.m., Eastern Standard Time, on June 7, 2023.

Public Warrants of 8,191,336, or approximately 97.5% of the outstanding Public Warrants and Private Placement Warrants of 4,464,900, or approximately 87.4% of the outstanding Private Placement Warrants, were validly tendered and not validly withdrawn prior to the expiration of the Offer and Consent Solicitation. In addition, pursuant to the Consent Solicitation, the Company received the approval of the Warrant Amendment from approximately (i) 97.5% of the outstanding Public Warrants and (ii) 87.4% of the outstanding Private Placement Warrants.

On June 8, 2023, the Company and the Warrant Agent entered into the Warrant Amendment, which permitted the Company to require that each Warrant that is outstanding upon the closing of the Offer be converted into 0.207 shares of Common Stock, which is a ratio 10% less than the exchange ratio applicable to the Offer. The Company exercised its right to exchange all remaining outstanding Warrants for shares of Common Stock in accordance with the terms of the Warrant Amendment. As a result of the warrant tender offer, the Company exchanged all of its outstanding Warrants for 3,088,473 shares of Class A Common Stock valued at $17,515. No Warrants remain outstanding following such exchange.

Public Warrants

Each whole Public Warrant was exercisable to purchase one share of Class A common stock, and only whole warrants were exercisable. The Public Warrants became exercisable on June 25, 2022, 30 days after the completion of the Business Combination. Each whole Public Warrant entitled the holder to purchase one share of Class A common stock at an exercise price of $11.50.

Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of shares of Class A common stock. This means that only a whole warrant may be exercised at any given time by a warrant holder. No fractional warrants were issued upon separation of the units and only whole warrants were traded, requiring a purchase of at least four units to receive or trade a whole warrant. The warrants will expire on May 26, 2027, five years after the completion of the Business Combination, or earlier upon redemption or liquidation.

If the shares issuable upon exercise of the warrants were not registered under the Securities Act within 60 business days following the Business Combination, the Company would be required to permit holders to exercise their warrants on a cashless basis. However, no warrant was exercisable for cash or on a cashless basis, and the Company would not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise was registered or qualified under the securities laws of the state of the exercising holder, unless an exemption was available. In the event that the conditions in the immediately preceding sentence were not satisfied with respect to a warrant, the holder of such warrant would not be entitled to exercise such warrant and such warrant would have no value and expire worthless. In no event was the Company required to net cash settle any warrant. In the event that a registration statement was not effective for the exercised warrants, the purchaser of a unit containing such warrant would have paid the full purchase price for the unit solely for the share of Class A common stock underlying such unit.

The Company agreed that as soon as practicable, but in no event later than 15 business days, after the closing of the Business Combination, the Company would use its reasonable best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the warrants. The Company would use its reasonable best efforts to cause the same to become effective within 60 business days following the Business Combination and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. Notwithstanding the above, if the Company’s Class A common stock was at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered

security” under Section 18(b)(1) of the Securities Act, the Company would, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elected, the Company would not be required to file or maintain in effect a registration statement, but the Company would be required to use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

Redemption of warrants when the price per Class A share equals or exceeds $18.00

Once the warrants become exercisable, the Company may call the warrants for redemption:

•

in whole and not in part;

•

at a price of $0.01 per warrant;

•

upon not less than 30 days’ prior written notice of redemption (which the Company refers to as the 30-day redemption period) to each warrant holder; and

•

if, and only if, the last reported sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which it sends the notice of redemption to the warrant holders.

Redemption of warrants when the price per Class A share equals or exceeds $10.00

Once the warrants become exercisable, the Company may call the warrants for redemption:

•

in whole and not in part;

•

at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares of the Company’s Class A common stock to be determined based on the redemption date and the “fair market value” of shares of the Company’s Class A common stock except as otherwise described below;

•

if, and only if, the closing price of shares of the Company’s Class A common stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within the 30-trading day period ending on the third trading day prior to the date on which it sends the notice of redemption to the warrant holders; and

•

if the closing price of the Company’s Class A common stock for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which it sends the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants.

In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the Closing of the Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, inclusive of interest earned on equity held in trust, available for the funding of the Business Combination on the date of the consummation of the Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Business Combination is consummated (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.

The Company’s Public Warrants were treated as liabilities and recorded at fair value in the Warrant liability line of the condensed consolidated balance sheets. Any changes in fair value are recorded in the changes in fair value of warrants line of the condensed consolidated statements of income and comprehensive income. Please see Note 12 for further detail. No Public Warrants were redeemed as of December 31, 2022.

Private Placement Warrants

The Sponsor purchased an aggregate of 5,333,333 Private Placement Warrants at a price of $1.50 per whole warrant in a private placement that occurred simultaneously with the closing of Haymaker’s initial public offering. Subsequently, the Sponsor purchased an additional 233,333 Private Placement Warrants for an aggregate purchase price of $350,000 in conjunction with the partial exercise

of the underwriters’ overallotment option. Each whole Private Placement Warrant was exercisable for one share of the Company’s Class A common stock at a price of $11.50 per share. The Private Placement Warrants were non-redeemable and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees.

The Private Placement Warrants (including the Class A common stock issuable upon exercise of the Private Placement Warrants) were not transferable, assignable or saleable until 30 days after the completion of the Business Combination and they are not redeemable so long as they are held by the Sponsor or its permitted transferees. Otherwise, the Private Placement Warrants had terms and provisions that were identical to those of the Public Warrants, including as to exercise price, exercisability and exercise period. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the Public Warrants.

If holders of the Private Placement Warrants elect to exercise them on a cashless basis, they would pay the exercise price by surrendering their warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of warrant exercise is sent to the warrant agent.

The Company accounts for the Public Warrants and Private Placement Warrants in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability.

The warrant liabilities are subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liabilities are adjusted to current fair value, with the change in fair value recognized in the Company’s condensed consolidated statements of income and comprehensive income. The Company reassesses the classification at each balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification. No such events requiring a change in classification of the warrants have occurred through June 30, 2023.

The Company’s Private Placement Warrants were treated as liabilities and recorded at fair value in the Warrant liability line of the balance sheets. Any changes in fair value are recorded in the changes in fair value of warrants line of the condensed consolidated statements of income and comprehensive income. Please see Note 12 for further detail.

Earnout Liability - Additional Information (Details) - Business Combination	6 Months Ended
	Jun. 30, 2023 $ / shares shares
Loss Contingencies [Line Items]
Earnout deadline date	May 26, 2027
Maximum
Loss Contingencies [Line Items]
Number of earnout securities shareholder entitled to vest if certain share price targets achieved \| shares	11,587,500
Share Price Equals or Exceeds 15.00 Per Share [Member]
Loss Contingencies [Line Items]
Share Price	$ 15.00
Common stock transfers threshold trading days	20 days
Number of consecutive trading days for determining the share price	30 days
Share Price Equals or Exceeds 17.50 Per Share [Member]
Loss Contingencies [Line Items]
Share Price	$ 17.50
Common stock transfers threshold trading days	20 days
Number of consecutive trading days for determining the share price	30 days
Class A Common Stock \| Share Price Equals or Exceeds 12.50 Per Share [Member]
Loss Contingencies [Line Items]
Share Price	$ 12.50
Common stock transfers threshold trading days	20 days
Number of consecutive trading days for determining the share price	30 days

Income Taxes

6 Months Ended

Jun. 30, 2023

Income Tax Disclosure [Abstract]

Income Taxes

16.

INCOME TAXES

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. income tax purposes and for 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 its Members, including the Company. Despite its status as a partnership in the United States, 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.

As part of the Business Combination, the Company entered into the TRA with certain stockholders that will represent approximately 85% of the calculated tax savings based on the portion of basis adjustments on future exchanges of Holding’s units and other carryforward attributes assumed that the Company anticipates being able to utilize in future years. As of June 30, 2023, there have been exchanges of units that would generate a deferred tax asset of $16,630 for the Company and a liability under the TRA of $14,432.

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 (benefit) of $922 and ($346) for the three months ended June 30, 2023 and 2022, respectively, and $1,552 and ($282) for the six months ended June 30, 2023 and 2022, respectively.

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 of June 30, 2023, the Company concluded that it is more likely than not that a substantial portion of the Company’s federal deferred tax assets will 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. However, based on the Company’s analysis, it has recorded a valuation allowance on the foreign deferred tax assets and the portion of outside basis difference related to Holdings’ permanent book/tax differences as of June 30, 2023. The Company will continue to assess the likelihood of the realization of its deferred tax assets and the valuation allowance will be adjusted accordingly.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 21
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330215-122817

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 17
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32809-109319

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 14
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32705-109319

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 270
-Section 50
-Paragraph 1
-URI https://asc.fasb.org/extlink&oid=6424409&loc=d3e44925-109338

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-URI https://asc.fasb.org/topic&trid=2144680

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 30
-Section 50
-Paragraph 2
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Inventory, Net

6 Months Ended

Jun. 30, 2023

Inventory Disclosure [Abstract]

Inventory, Net

INVENTORY, NET

The components of inventory, net was as follows:


	June 30,			December 31,
	2023			2022
Product inventory - Pellets	$	6,533		$	6,213
Less: Obsolete and expired pellet allowance		(1,143	)		(1,298	)
Pellet inventory, net		5,390			4,915
Product inventory - Dietary supplements		2,021			6,283
Less: Obsolete and expired dietary supplement allowance		(15	)		(15	)
Dietary supplement inventory, net		2,006			6,268
Inventory, net	$	7,396		$	11,183

Property and Equipment, Net - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 250	$ 315	$ 509	$ 584

Share-Based Compensation - Additional Information (Details) - USD ($)		1 Months Ended	2 Months Ended	3 Months Ended	6 Months Ended
	May 26, 2022	Jun. 30, 2022	May 26, 2022	Jun. 30, 2023	Jun. 30, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Compensation expense					$ 0
Incentive Units
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Compensation expense	$ 50,026,000		$ 0
Phantom Equity Rights
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Compensation expense	4,339,000		0
Settlement of phantom equity rights	$ 7,250,000		$ 7,250,000
Phantom equity rights replaced with restricted stock units	3,887,750
Phantom Equity Rights \| Minimum
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Awards vesting period		1 year			1 year
Phantom Equity Rights \| Maximum
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Awards vesting period		2 years			2 years
2022 Equity Incentive Plan \| RSUs
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Compensation expense				$ 1,149,000	$ 2,413,000
Unrecognized compensation expense				1,521,000	$ 1,521,000
Unrecognized compensation expense, expected to be recognized, weighted-average remaining vesting period					8 months 12 days
2022 Equity Incentive Plan \| Stock Options
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Compensation expense				1,480,000	$ 2,386,000
Unrecognized compensation expense				20,094,000	$ 20,094,000
Unrecognized compensation expense, expected to be recognized, weighted-average remaining vesting period					3 years 3 months 18 days
2022 Employee Stock Purchase Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Compensation expense				$ 18,000	$ 18,000
Offering period	6 months
Percentage of purchase discount based on market prices	15.00%
Maximum term of stock	10 years
Maximum number shares per employee in a calendar year	25
Maximum number of shares per employee during offering period	2,000
Number of shares purchase					0
2022 Employee Stock Purchase Plan \| Maximum
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Common stock issue price, percentage of stock price on offering date	85.00%		85.00%
Common stock issue price, percentage of stock price on purchase date	85.00%		85.00%
Common stock shares reserved for future issuance	797,724		797,724
Percentage of number of shares of capital stock	1.00%		1.00%
Class V Common Stock
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting of incentive units, shares	6,356,178				987,275

Revenue Recognition - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Revenue from Contract with Customer [Abstract]
Reduction of revenue	$ 0	$ 0	$ 0	$ 0

Revenue Recognition

6 Months Ended

Jun. 30, 2023

Revenue from Contract with Customer [Abstract]

Revenue Recognition

REVENUE RECOGNITION

Revenue recognized for each revenue stream was as follows:


Financial Statement Caption	Revenue Stream	Three Months Ended June 30,				Six Months Ended June 30,
Product revenue:		2023		2022		2023		2022
	Pellet procedures	$	35,637	$	32,458	$	70,707	$	63,266
	Dietary supplements		12,150		7,949		20,480		13,653
	Disposable trocars		826		368		1,546		601
	Shipping fees		39		14		74		27
Total product revenue			48,652		40,789		92,807		77,547
Service revenue:
	Training		202		356		538		521
	Contract-term services		225		214		435		434
	Other		178		—		320		—
Total service revenue			605		570		1,293		955
Total revenue		$	49,257	$	41,359	$	94,100	$	78,502

Revenue recognized by geographic region was as follows:


Financial Statement Caption	Country	Three Months Ended June 30,					Six Months Ended June 30,
Product revenue:		2023			2022		2023		2022
	United States	$	48,523		$	40,686	$	92,539	$	77,376
	All other		129			103		268		171
Total product revenue			48,652			40,789		92,807		77,547
Service revenue:
	United States		637			563		1,293		947
	All other		(32	)		7		—		8
Total service revenue			605			570		1,293		955
Total revenue		$	49,257		$	41,359	$	94,100	$	78,502

Significant changes in contract liability balances were as follows:


	Six Months Ended June 30,
	2023						2022
Description of change	Deferred Revenue			Deferred Revenue, Long-term			Deferred Revenue			Deferred Revenue, Long-term
Revenue recognized that was included in the contract liability balance at the beginning of the period	$	(928	)	$	—		$	(1,123	)	$	—
Increases due to cash received, excluding amounts recognized as revenue during the period		1,226			595			885			446
Transfers between current and non-current liabilities due to the expected revenue recognition period		449			(449	)		403			(403	)
Total increase in contract liabilities	$	747		$	146		$	165		$	43

Consideration allocated to initial training due to deposits paid upfront is presented within deferred revenue on the 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, long-term 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, long-term for amounts expected to be recognized within one year and longer than one year, respectively.

Consideration allocated to performance obligations was as follows:


	June 30,		December 31,
	2023		2022
Unsatisfied training obligations - Current	$	133	$	104
Unsatisfied contract-term services - Current		1,282		1,028
Unsatisfied contract-term services - Long-term		740		627
Total allocated to unsatisfied contract-term services		2,022		1,655
Unsatisfied pellet procedures - Current		895		833
Unsatisfied pellet procedures - Long-term		331		299
Total allocated to unsatisfied pellet procedures		1,226		1,132
Total deferred revenue - Current	$	2,310	$	1,965
Total deferred revenue - Long-term	$	1,071	$	926

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 no expected returns or refunds recorded as a reduction of revenue for the three and six months ended June 30, 2023 and 2022.

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-URI https://asc.fasb.org/topic&trid=49130388

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 10
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130551-203045

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130556-203045

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 9
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130550-203045

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (e)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 15
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130558-203045

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

+ Details

Accrued Expenses - Schedule of Accrued Expenses (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Payables and Accruals [Abstract]
Accrued professional fees	$ 328	$ 354
Accrued employee-related costs	4,469	4,221
Other	629	1,699
Accrued expenses	$ 5,426	$ 6,274

Revenue Recognition (Tables)

6 Months Ended

Jun. 30, 2023

Revenue from Contract with Customer [Abstract]

Schedule of Revenues Recognized

Revenue recognized for each revenue stream was as follows:


Financial Statement Caption	Revenue Stream	Three Months Ended June 30,				Six Months Ended June 30,
Product revenue:		2023		2022		2023		2022
	Pellet procedures	$	35,637	$	32,458	$	70,707	$	63,266
	Dietary supplements		12,150		7,949		20,480		13,653
	Disposable trocars		826		368		1,546		601
	Shipping fees		39		14		74		27
Total product revenue			48,652		40,789		92,807		77,547
Service revenue:
	Training		202		356		538		521
	Contract-term services		225		214		435		434
	Other		178		—		320		—
Total service revenue			605		570		1,293		955
Total revenue		$	49,257	$	41,359	$	94,100	$	78,502

Revenue recognized by geographic region was as follows:


Financial Statement Caption	Country	Three Months Ended June 30,					Six Months Ended June 30,
Product revenue:		2023			2022		2023		2022
	United States	$	48,523		$	40,686	$	92,539	$	77,376
	All other		129			103		268		171
Total product revenue			48,652			40,789		92,807		77,547
Service revenue:
	United States		637			563		1,293		947
	All other		(32	)		7		—		8
Total service revenue			605			570		1,293		955
Total revenue		$	49,257		$	41,359	$	94,100	$	78,502

Summary of Significant Changes in Contract Liability Balances

Significant changes in contract liability balances were as follows:


	Six Months Ended June 30,
	2023						2022
Description of change	Deferred Revenue			Deferred Revenue, Long-term			Deferred Revenue			Deferred Revenue, Long-term
Revenue recognized that was included in the contract liability balance at the beginning of the period	$	(928	)	$	—		$	(1,123	)	$	—
Increases due to cash received, excluding amounts recognized as revenue during the period		1,226			595			885			446
Transfers between current and non-current liabilities due to the expected revenue recognition period		449			(449	)		403			(403	)
Total increase in contract liabilities	$	747		$	146		$	165		$	43

Summary of Consideration Allocated to Performance Obligations

Consideration allocated to performance obligations was as follows:


	June 30,		December 31,
	2023		2022
Unsatisfied training obligations - Current	$	133	$	104
Unsatisfied contract-term services - Current		1,282		1,028
Unsatisfied contract-term services - Long-term		740		627
Total allocated to unsatisfied contract-term services		2,022		1,655
Unsatisfied pellet procedures - Current		895		833
Unsatisfied pellet procedures - Long-term		331		299
Total allocated to unsatisfied pellet procedures		1,226		1,132
Total deferred revenue - Current	$	2,310	$	1,965
Total deferred revenue - Long-term	$	1,071	$	926

Fair Value Measurements - Summary of Significant Inputs Used to Measure the Fair Value of Level 3 Earnout Liability (Details) - Level 3 Earnout Liability	Jun. 30, 2023 $ / shares	Dec. 31, 2022 $ / shares
Stock Price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Sale of stock price per share	$ 6.76	$ 3.73
Risk-free Rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding measurement input	0.043	0.041
Volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding measurement input	0.625	0.700
Term (in years)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding term	3 years 10 months 24 days	4 years 4 months 24 days

Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2023

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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 related to assets, liabilities, costs, expenses, contingent liabilities, share-based compensation and research and development costs. 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.

In the opinion of the Company, the accompanying 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 results of operations for the three and six months ended June 30, 2023 are not necessarily indicative of the results that may be expected for the entire year.

Fair Value Measurements—The guidance in FASB ASC 820, Fair Value Measurements and Disclosures (“ASC 820”), defines fair value and establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy

gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below:

Level 1 – Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.

Level 2 – Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.

Level 3 – Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.

See Note 12 for further detail.

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’s chief operating decision maker is the chief executive officer. The Company has one business activity and there are no segment managers who are held accountable for operations, operating results, and plans for levels or components below the consolidated unit level. Accordingly, the Company has one operating segment and, therefore, one reportable segment.

Accounts Receivable and Allowance for Doubtful Accounts—Accounts receivable are recorded net of allowances for doubtful accounts. The Company uses the roll-rate method to estimate current expected credit losses for its accounts receivable population.

Inventory—Inventory is carried at the lower of cost or net realizable value using the first-in, first-out (FIFO) method. Inventory consists of bioidentical hormone pellets and dietary supplements. Bioidentical hormone pellets contain bioidentical testosterone or estrogen used to achieve hormone balance. Dietary supplements are high-grade supplements used to enhance pellet therapy. The Company reviews its inventory balances and writes down its inventory for estimated obsolescence or excess inventory equal to the difference between the cost of inventory and the estimated net realizable value based upon assumptions about future demand and market conditions. Inventory write-downs are recorded within cost of goods sold. The Company recorded a reserve for obsolescence of inventory related to inventory which has expired. See Note 5 for further details.

Other Current Assets—As of June 30, 2023 and December 31, 2022, the Company’s total other current assets consisted of the following:


	June 30,		December 31,
	2023		2022
Prepaid expenses	$	3,110	$	2,939
Advances		4,485		877
Other assets		303		—
Total other current assets	$	7,898	$	3,816

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 on the Company’s short-term investment as well as on its money market account.

Impairment of Long-Lived Assets—Long-lived assets, such as property and equipment and capitalized software, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted future cash flows expected to result from the use and eventual disposition of the asset. The amount of impairment loss, if any, is measured as the difference between the carrying value of the asset and its estimated fair value. Fair value is determined through various valuation techniques, including discounted cash flow models, quoted market values, and third-party independent appraisals, as considered necessary. No impairment charges were recorded during the three and six months ended June 30, 2023 and 2022.

Leases—At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the unique facts and circumstances present in the arrangement including the use of an identified asset and the Company’s control over the use of that identified asset. The Company elected, as allowed under Financial Accounting Standards Board (“FASB”) Accounting Standard Update (“ASU”) 2016-02, Leases (“ASC 842”), to not recognize leases with a lease term of one year or less on its balance sheet. Leases with a term greater than one year are recognized on the balance sheet as right-of-use (“ROU”) assets and current and non-current lease liabilities, as applicable. As of June 30, 2023 and December 31, 2022, the Company did not have any financing leases.

Lease liabilities and their corresponding ROU assets are initially recorded based on the present value of lease payments over the expected remaining lease term. Certain adjustments to the ROU asset may be required for items such as incentives, prepaid lease payments, or initial direct costs. When an option to extend the lease exists, a determination is made whether that option is reasonably certain of exercise based on economic factors present at the measurement date and as circumstances may change. Lease costs for

operating leases are recognized on a straight-line basis over the lease term as an operating expense. Variable lease costs are expensed as incurred as an operating expense.

As the rates implicit in the Company’s leases have not historically been readily determinable, the Company utilizes the appropriate incremental borrowing rate, which is the rate the Company would incur to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment over the lease term. To estimate the incremental borrowing rate, a credit rating applicable to the Company is estimated using a synthetic credit rating analysis since the Company does not currently have a rating agency-based credit rating.

In accordance with ASC 842, contracts containing a lease should be split into three categories: lease components, non-lease components, and activities or costs that do not transfer a distinct good or service (“non-components”). The fixed and in-substance fixed contract consideration (including any consideration related to non-components) must be allocated, based on the respective relative fair values, to the lease components and non-lease components.

Entities may elect not to separate lease and non-lease components. Accordingly, entities making this election would account for each lease component and related non-lease component together as a single lease component. The Company has elected to account for lease and non-lease components together as a single lease component for all underlying assets and allocate all of the contract consideration to the lease component only. See Note 15 for further details.

Income Taxes—The Company accounts for income taxes under the asset and liability method pursuant to ASC 740, Income Taxes. Under this method, the Company recognizes deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

The Company recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If the Company determines that it would be able to realize its deferred tax assets in the future in excess of their net recorded amount, the Company would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes.

The Company records uncertain tax positions in accordance with ASC 740 on the basis of a two-step process in which (1) the Company determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, the Company recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority.

The Company recognizes interest and penalties related to unrecognized tax benefits on the income tax expense line in the accompanying condensed consolidated statements of income and comprehensive income.

Debt Issuance Costs—Costs incurred in connection with the issuance of the Company’s long-term debt have been recorded as a direct reduction of the debt and amortized over the life of the associated debt as a component of interest expense using the effective interest method.

TRA Liability—As more fully described in Note 3, the Company entered into a tax receivable agreement (the “TRA”) with certain selling equity holders of Holdings that requires the Company to pay 85% of the tax savings that are realized due to increases in the tax basis in Holdings’ assets. This increase results from the exchange of Retained Holdings Units and shares of Class V voting stock for shares of Class A common stock of Biote, as well as from tax benefits attributable to payments under the TRA. The Company will retain the benefit of the remaining 15% of the cash savings.

The Company calculated the fair value of the future payments to be made under the TRA at the time of the exchange and identified the timing of the utilization of the tax attributes pursuant to ASC 805 and relevant tax laws. Interest will accrue on the TRA liability. In addition, under ASC 450, Contingencies, any transactions with Holdings’ Members after the exchange date will result in additional TRA liabilities which will be recorded on a gross undiscounted basis.

The calculation of the TRA liability includes a significant amount of judgment related to the timing and amount of Retained Holdings Units and shares of Class V voting stock exchanged for shares of Class A common stock of Biote, forecasted operating results of Biote and anticipated interest rates used to accrue interest on the liability. If the Company’s assumptions change or it experiences significant volatility in its operating results forecast, the fair value calculated from period to period could be materially different.

Warrant Liabilities—The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own

common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as a liability at their initial fair value on the date of issuance, and remeasured each balance sheet date thereafter. The Company’s warrants did not meet the criteria for equity classification and were recorded as liabilities. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss in the statements of income and comprehensive income. See Note 10 for further detail.

Earnout Liability—In connection with the Business Combination, the Members and the Sponsor received shares that will vest upon the achievement of certain share price targets. The earnout shares are classified as a liability in the Company’s 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 at the Closing Date and subsequently remeasured at the end of each reporting period. The change in fair value of the earnout liability is recorded in the condensed consolidated statements of income and comprehensive income. See Note 11 for further detail.

Stockholders’ Deficit—Prior to consummation of the Business Combination, the Company’s capital structure included voting units (Class A), non-voting units (Class AA and AAA), and non-voting incentive units (Class AAAA), with no limit to the number of units that may be issued. Class A units had 100% of the voting rights, and there is no par value assigned to any of the classes of units.

Pursuant to the Business Combination Agreement and immediately prior to the Business Combination’s consummation, the Company effectuated a recapitalization whereby all Class A, Class AA, Class AAA and Class AAAA units held by Holdings’ Members were converted into Class A Common Units.

The Company made operating distributions to Members of Holdings and taxing authorities on the Members’ behalf totaling $6,588 and $9,575 during the six months ended June 30, 2023 and 2022, respectively.

Standby Equity Purchase Agreement

On July 27, 2022, the Company entered into a Standby Equity Purchase Agreement (the “SEPA”) with YA II PN, Ltd. (“Yorkville”). Yorkville is a fund managed by Yorkville Advisors Global, LP, headquartered in Mountainside, New Jersey.

The Company has the right, but not the obligation, from time to time at the Company’s discretion until the first day of the month following the 36-month anniversary of the date of the SEPA (unless earlier terminated), to direct Yorkville to purchase a specified amount of shares of Class A common stock (each such sale, an “Advance”) by delivering written notice to Yorkville (each, an “Advance Notice”). The shares of Class A common stock purchased pursuant to an Advance will be purchased at a price equal to 97.0% of the lowest daily VWAP of the Class A common stock during the three consecutive trading days commencing on the date of delivery of a given Advance Notice. “VWAP” means, for any trading day, the daily volume weighted average price of the Company’s common stock for such date as reported by Bloomberg L.P. during regular trading hours.

While there is no mandatory minimum amount for any individual Advance, it may not exceed the greater of (i) an amount equal to thirty percent (30%) of the daily volume traded on the trading day immediately preceding an Advance Notice, or (ii) 1,000,000 shares of Class A common stock. No more than 5,000,000 shares of Class A common stock, including the Commitment Shares (as defined below) may be sold pursuant to the SEPA.

Yorkville’s obligation to continue to purchase shares of Class A common stock pursuant to the SEPA is subject to a number of conditions.

As consideration for Yorkville’s commitment to purchase Class A common stock at the Company’s direction upon the terms and subject to the conditions set forth in the SEPA, upon execution of the SEPA, the Company issued 25,000 shares of Class A common stock to Yorkville (the “Commitment Shares”). During the three and six months ended June 30, 2023, the Company incurred no activity in relation to the SEPA.

Noncontrolling Interest—Pursuant to the Business Combination, as described in Note 3, the Company is organized in an “Up-C” structure with the Company owning only a portion of its consolidated subsidiaries. The portion of the consolidated subsidiaries not owned by the Company and any related activity is presented as noncontrolling interest in the condensed consolidated financial statements. The noncontrolling interests, together with their corresponding shares of Class V voting stock, can be exchanged for Class A common stock in Biote or, at the election of the Company, cash. Because redemptions for cash is solely within the control of the Company, noncontrolling interest is presented in permanent equity.

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 IRS. The Company makes a safe harbor, non-elective contribution to the 401(k) Plan equal to 3% of each participant’s eligible employee compensation. Safe harbor contributions vest immediately for each participant.

During the three and six months ended June 30, 2023, the Company made $193 and $417, respectively, in safe harbor contributions under the 401(k) Plan, which are presented within selling, general and administrative expense in the condensed consolidated statements of income and comprehensive income. During the three and six months ended June 30, 2022, the Company made $163 and $301, respectively, in safe harbor contributions.

Share-Based Compensation—Holdings previously granted Class AAAA units (“incentive units”) and phantom equity rights (collectively, the “equity awards”) to certain key members of management. The equity awards were entitled to share in the distributions of Holdings from a change in control or qualifying liquidity event. The equity awards are accounted for under ASC 718, Compensation─Stock Compensation, and classified in equity. The Company elected to recognize forfeitures at the time they occur. The fair value of the equity awards was determined using a Monte-Carlo simulation as of the grant date. The awards begin to vest on the date of a change in control or qualifying event. The Business Combination constituted such a qualifying event triggering the performance condition in the awards. No compensation cost was recognized historically until the Closing of the Business Combination as a qualifying event was not previously deemed probable to occur. See Note 14 for further details.

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, 2023 and December 31, 2022, 100% of the Company’s outstanding debt and available line of credit was from one lender. A failure of the counterparty to perform could result in the loss of access to the available borrowing capacity under the line of credit.

Inventory purchases from three vendors totaled approximately 67% and 82% for the three months ended June 30, 2023 and 2022, respectively, and 69% and 84% for the six months ended June 30, 2023 and 2022, respectively. Due to the nature of the markets and availability of alternative suppliers, the Company does not believe the loss of any one vendor would have a material adverse impact on the Company’s financial position, results of operations or cash flows for any significant period of time.

Significant customers are those which represent more than 10% of the Company’s total revenue or gross accounts receivable balance. The Company did not have any customers that accounted for 10% or more of total revenues for the three and six months ended June 30, 2023 and 2022. The Company did not have any customers that accounted for more than 10% of the outstanding gross accounts receivable as of June 30, 2023 or December 31, 2022.

Recently Adopted Accounting Pronouncements—In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740)—Simplifying the Accounting for Income Taxes, which simplifies the accounting for income taxes by removing certain exceptions to the general principles of ASC 740, Income Taxes. The amendments also improve consistent application of and simplify U.S. GAAP for other areas of ASC 740 by clarifying and amending existing guidance. ASU 2019-12 is effective for fiscal years beginning after December 15, 2021, and for interim periods beginning after December 15, 2022. The Company adopted this standard as of January 1, 2022, and there was no material impact to the financial statements.

In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). The main objective of the update is to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by companies at each reporting date. For trade and other receivables, held to maturity debt securities, and other instruments, companies will be required to use a new forward-looking “expected losses” model that generally will result in the recognition of allowances for losses earlier than under previous accounting guidance. Further, the FASB issued ASU 2019-04, ASU 2019-05 and ASU 2019-11 to provide additional guidance on the credit losses standard. ASU 2016-13 was effective for annual and interim periods beginning after December 15, 2022, with early adoption permitted. The Company adopted this standard on January 1, 2023 using the modified retrospective approach and it elected to apply the roll-rate method to estimate current expected credit losses for its accounts receivable population. The adoption of this standard did not have a material impact to the financial statements.

Recent Accounting Pronouncements Not Yet Adopted—In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”). ASU 2020-06 changes how entities account for convertible instruments and contracts in an entity’s own equity and simplifies the accounting for convertible instruments by removing certain separation models for convertible instruments. ASU 2020-06 also modifies the guidance on diluted earnings per share calculations. The amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. The Company is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Operating Activities
Net income (loss)	$ (34,525)	$ (11,979)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization	1,068	1,064
Bad debt expense	766	60
Amortization of debt issuance costs	391	188
Provision for obsolete inventory	(155)	20
Non-cash lease expense	137	116
Shares issued in settlement of litigation	1,199
Non-cash sponsor share transfers		7,216
Share-based compensation expense	4,817	79,270
(Gain) loss from change in fair value of warrant liability	13,411	(3,399)
(Gain) loss from change in fair value of earnout liability	31,810	(61,680)
Loss from extinguishment of debt		445
Deferred income taxes	236	(598)
Changes in operating assets and liabilities:
Accounts receivable	(2,154)	(1,652)
Inventory	3,942	(217)
Other current assets	(4,082)	(5,407)
Accounts payable	3,295	3,839
Deferred revenue	490	201
Accrued expenses	(848)	(28,965)
Operating lease liabilities	(31)	(123)
Net cash provided by (used in) operating activities	19,767	(21,601)
Investing Activities
Purchases of short-term investments	(20,000)
Purchases of property and equipment	(67)	(328)
Purchases of capitalized software	(1,158)	(812)
Net cash used in investing activities	(21,225)	(1,140)
Financing Activities
Proceeds from the business combination		12,282
Principal repayments on term loan	(3,125)	(1,250)
Borrowings on term loan		125,000
Extinguishment of Bank of America term loan		(36,250)
Debt issuance costs		(4,036)
Proceeds from exercise of stock options	420
Distributions	(6,588)	(8,707)
Capitalized transaction costs		(8,341)
Net cash provided by (used in) financing activities	(9,293)	78,698
Effect of exchange rate changes on cash and cash equivalents		2
Net increase (decrease) in cash and cash equivalents	(10,751)	55,959
Cash and cash equivalents at beginning of period	79,231	26,766
Cash and cash equivalents at end of period	68,480	82,725
Supplemental Disclosure of Cash Flow Information
Cash paid for interest	4,581	982
Cash paid for income taxes	4,472	171
Non-cash investing and financing activities
Capital expenditures and capitalized software included in accounts payable	$ 61	$ 126

Capitalized Software, Net - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Research and Development [Abstract]
Amortization expense	$ 280	$ 247	$ 559	$ 480

Fair Value Measurements

6 Months Ended

Jun. 30, 2023

Fair Value Disclosures [Abstract]

Fair value measurements

12.

FAIR VALUE MEASUREMENTS

To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.

Fair value is a market-based measure considered from the perspective of a market participant rather than an entity-specific measure. Therefore, even when market assumptions are not readily available, the Company’s own assumptions are set to reflect those that market participants would use in pricing the asset or liability at the measurement date. The Company uses prices and inputs that are current as of the measurement date, including during periods of market dislocation. In periods of market dislocation, the observability of prices and inputs may be reduced for many instruments. This condition could cause an instrument to be reclassified from Level 1 to Level 2 or Level 2 to Level 3.

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 condensed consolidated balance sheets, which may differ from their respective fair values. The fair values of the Company’s term loan and revolving line of credit 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:


	Fair Value Measurements as of June 30, 2023
	Level 1		Level 2		Level 3		Total
Liabilities:
Public Warrants	$	—	$	—	$	—	$	—
Private Placement Warrants		—		—		—		—
Earnout liability		—		—		63,920		63,920


	Fair Value Measurements as of December 31, 2022
	Level 1		Level 2		Level 3		Total
Liabilities:
Public Warrants	$	2,381	$	—	$	—	$	2,381
Private Placement Warrants		—		—		1,723		1,723
Earnout liability		—		—		32,110		32,110

There were no movements between levels during each of the three and six months ended June 30, 2023.

Level 3 Disclosures

Private Placement Warrants

As described in Note 10, the Company’s Private Placement Warrants were initially issued by Haymaker and were thus acquired by the Company through the consummation of the Business Combination. Accordingly, the initial measurement date of the Private Placement Warrants for the Company was the Closing Date. The Private Placement Warrants were valued using a Monte Carlo simulation. Calculating the fair value of the Private Placement Warrants requires the input of subjective assumptions. Other reasonable assumptions could provide differing results. The carrying amount of the liability may fluctuate significantly, and actual amounts at settlement may be materially different from the liability’s estimated value. As of June 30, 2023, all of the Private Placement Warrants were exchanged for Class A common stock.

The following table provides the significant inputs used to measure the fair value of the level 3 Private Placement Warrants:


	As of
	December 31, 2022
Stock price	$	3.73
Exercise price	$	11.50
Risk-free rate		4.0	%
Volatility		42.2	%
Term (in years)		4.4

Earnout Liability

The Earnout liability 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 carrying amount of the liability may fluctuate significantly, and actual amounts paid may be materially different from the liability’s estimated value.

The following table provides the significant inputs used to measure the fair value of the level 3 Earnout liability:


	As of
	June 30, 2023			December 31, 2022
Stock price	$	6.76		$	3.73
Risk-free rate		4.3	%		4.1	%
Volatility		62.5	%		70.0	%
Term (in years)		3.9			4.4

Changes in the fair value of the Company’s Level 3 financial instruments were as follows:


	Private Placement Warrants			Earnout Liability		Total
Fair value as of December 31, 2022	$	1,723		$	32,110	$	33,833
Loss from change in fair value		4,863			31,810		36,673
Settlement		(6,586	)		—		(6,586	)
Fair value as of June 30, 2023	$	—		$	63,920	$	63,920

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Long-Term Debt - Schedule of Long-term debt (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Debt Disclosure [Abstract]
Term loan	$ 118,750	$ 121,875
Less: Current portion	(6,250)	(6,250)
Team loan non-current portion gross	112,500	115,625
Less: Unamortized debt issuance costs	(3,148)	(3,539)
Term loan, net of current portion	$ 109,352	$ 112,086

Net Loss Per Common Share - Schedule of Computation of Diluted Weighted Average Shares Outstanding (Details) - shares	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potentially antidilutive common units outstanding	55,578,789	77,545,240	55,578,789	77,545,240
RSUs
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potentially antidilutive common units outstanding	912,609	3,887,750	912,609	3,887,750
Stock Options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potentially antidilutive common units outstanding	8,259,614		8,259,614
Public Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potentially antidilutive common units outstanding		7,937,500		7,937,500
Private Placement Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potentially antidilutive common units outstanding		5,566,666		5,566,666
Class V Voting Stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potentially antidilutive common units outstanding	34,819,066	48,565,824	34,819,066	48,565,824
Earnout Voting Shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potentially antidilutive common units outstanding	10,000,000	10,000,000	10,000,000	10,000,000
Sponsor Earn Out Shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potentially antidilutive common units outstanding	1,587,500	1,587,500	1,587,500	1,587,500

Fair Value Measurements - Schedule of Financial Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Schedule Of Changes In The Fair Value Of Warrant Liabilities [Line Items]
Liability	$ 63,920	$ 33,833
Public Warrants
Schedule Of Changes In The Fair Value Of Warrant Liabilities [Line Items]
Liability		2,381
Public Warrants \| Level 1
Schedule Of Changes In The Fair Value Of Warrant Liabilities [Line Items]
Liability		2,381
Private Placement Warrants
Schedule Of Changes In The Fair Value Of Warrant Liabilities [Line Items]
Liability		1,723
Private Placement Warrants \| Level 3
Schedule Of Changes In The Fair Value Of Warrant Liabilities [Line Items]
Liability		1,723
Earnout Liability
Schedule Of Changes In The Fair Value Of Warrant Liabilities [Line Items]
Liability	63,920	32,110
Earnout Liability \| Level 3
Schedule Of Changes In The Fair Value Of Warrant Liabilities [Line Items]
Liability	$ 63,920	$ 32,110

Summary of Significant Accounting Policies - Summary of Total Other Current Assets (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Prepaid Expense and Other Assets, Current [Abstract]
Prepaid expenses	$ 3,110	$ 2,939
Advances	4,485	877
Other assets	303
Total other current assets	$ 7,898	$ 3,816

Net Loss Per Common Share

6 Months Ended

Jun. 30, 2023

Earnings Per Share [Abstract]

Net Loss Per Common Share

17.

NET LOSS PER COMMON SHARE

The computation of basic and diluted net loss per common share is based on net loss attributable to Biote stockholders divided by the basic and diluted weighted average number of shares of Class A common stock outstanding, each for the period subsequent to the consummation of the Business Combination. The following table sets forth the computation of net loss per common share:


	Three Months Ended June 30,						Six Months Ended June 30,
	2023			2022			2023			2022
Net loss per common share
Numerator:
Net loss attributable to biote Corp. stockholders (basic and diluted)	$	(5,143	)	$	(2,606	)	$	(11,948	)	$	(2,606	)
Denominator:
Weighted average shares outstanding (basic and diluted)		20,704,866			7,574,271			19,153,574			7,574,271
Net loss per common share
Basic	$	(0.25	)	$	(0.34	)	$	(0.62	)	$	(0.34	)
Diluted	$	(0.25	)	$	(0.34	)	$	(0.62	)	$	(0.34	)

On the Closing Date, the Company completed the Business Combination which materially impacted the number of shares outstanding, and the Company was organized in an Up-C structure. Net loss per common share information for the three and six months ended June 30, 2023 and 2022 has been presented on a prospective basis and reflects only the net 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, for periods subsequent to the Closing Date. Net loss per common share information prior to the Closing Date is not presented since the ownership structure of Holdings is not a common unit of ownership of the Company, and the resulting values would not be meaningful to the users of the condensed consolidated financial statements. Net loss per common share is not separately presented for Class V voting stock since 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 loss per common share on an if-converted basis as these shares, together with the related Holdings Units, have Exchange 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. See Note 1 and Note 3 for more information regarding the Business Combination.

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,
	2023		2022		2023		2022
RSUs		912,609		3,887,750		912,609		3,887,750
Stock Options		8,259,614		—		8,259,614		—
Class V Voting Stock		34,819,066		48,565,824		34,819,066		48,565,824
Public Warrants		—		7,937,500		—		7,937,500
Private Placement Warrants		—		5,566,666		—		5,566,666
Earnout Voting Shares		10,000,000		10,000,000		10,000,000		10,000,000
Sponsor Earnout Shares		1,587,500		1,587,500		1,587,500		1,587,500
		55,578,789		77,545,240		55,578,789		77,545,240

Property and Equipment, Net

6 Months Ended

Jun. 30, 2023

Property, Plant and Equipment [Abstract]

Property and Equipment, Net

PROPERTY AND EQUIPMENT, NET

Property and equipment, net consisted of the following:


	June 30,			December 31,
	2023			2022
Trocars	$	4,644		$	4,645
Leasehold improvements		1,075			1,028
Office equipment		253			238
Computer software		140			140
Furniture and fixtures		161			161
Computer equipment		108			102
Property and equipment		6,381			6,314
Less: Accumulated depreciation		(5,319	)		(4,810	)
Property and equipment, net	$	1,062		$	1,504

Total depreciation expense related to property and equipment was $250 and $315 for the three months ended June 30, 2023 and 2022, respectively, and $509 and $584 for the six months ended June 30, 2023 and 2022, respectively. Total depreciation expense was included in Selling, general and administrative expense in the condensed consolidated statements of income and comprehensive income. The Company has not acquired any property and equipment under finance leases.

The Company’s property and equipment are all held within the United States.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (Unaudited) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Revenue
Total revenue	$ 49,257	$ 41,359	$ 94,100	$ 78,502
Cost of revenue (excluding depreciation and amortization included in selling, general, and administrative, below)
Cost of revenue	15,828	13,537	29,705	25,814
Selling, general, and administrative	25,760	113,425	48,845	128,528
Income (loss) from operations	7,669	(85,603)	15,550	(75,840)
Other income (expense) net :
Interest expense	(2,547)	(794)	(4,973)	(1,153)
Gain (loss) from change in fair value of warrant liability	(11,793)	3,399	(13,411)	3,399
Gain (loss) from change in fair value of earnout liability	(6,400)	61,680	(31,810)	61,680
Loss from extinguishment of debt		(445)		(445)
Other income	898	88	1,671	98
Total other income (expense), net	(19,842)	63,928	(48,523)	63,579
Loss before provision for income taxes	(12,173)	(21,675)	(32,973)	(12,261)
Income tax expense (benefit)	922	(346)	1,552	(282)
Net loss	(13,095)	(21,329)	(34,525)	(11,979)
Less: Net loss attributable to noncontrolling interest	(7,952)	(18,723)	(22,577)	(9,373)
Net loss attributable to biote Corp. stockholders	(5,143)	(2,606)	(11,948)	(2,606)
Other comprehensive income (loss):
Foreign currency translation adjustments		(5)		1
Other comprehensive income (loss)		(5)		1
Comprehensive loss	$ (13,095)	$ (21,334)	$ (34,525)	$ (11,978)
Net loss per common share
Basic	$ (0.25)	$ (0.34)	$ (0.62)	$ (0.34)
Diluted	$ (0.25)	$ (0.34)	$ (0.62)	$ (0.34)
Weighted average common shares outstanding
Basic	20,704,866	7,574,271	19,153,574	7,574,271
Diluted	20,704,866	7,574,271	19,153,574	7,574,271
Product Revenue
Revenue
Total revenue	$ 48,652	$ 40,789	$ 92,807	$ 77,547
Cost of revenue (excluding depreciation and amortization included in selling, general, and administrative, below)
Cost of revenue	14,992	12,984	28,019	24,641
Service Revenue
Revenue
Total revenue	605	570	1,293	955
Cost of revenue (excluding depreciation and amortization included in selling, general, and administrative, below)
Cost of revenue	$ 836	$ 553	$ 1,686	$ 1,173

Business Combination - Additional Information (Details) - USD ($)		6 Months Ended
	Dec. 13, 2021	Jun. 30, 2023	Dec. 31, 2022	May 26, 2022
Business Acquisition [Line Items]
Liability recorded related to tax receivable agreement		$ 14,432,000
Biote Units
Business Acquisition [Line Items]
Business combination consideration transferred	$ 0
Business combination, consideration in cash	137,300,000
Received aggregate proceeds amount	$ 125,000,000
Haymaker III \| Other Business Combination
Business Acquisition [Line Items]
Income tax percentage of federal state and local income tax savings		85.00%
Business acquisition, description of acquired entity		The TRA provides that, in the event that (i) the Company exercises its early termination rights under the TRA, (ii) certain changes of control occur (as described in the TRA), (iii) the Company, in certain circumstances, fails to make a payment required to be made pursuant to the TRA by the applicable final payment date, which non-payment continues for 30 days following such final payment date or (iv) the Company materially breaches any of its material obligations under the TRA, which breach continues without cure for 30 days following receipt by the Company of written notice thereof (unless, in the case of clauses (iii) and (iv), certain liquidity exceptions apply) the Company’s obligations under the TRA will accelerate and the Company will be required to make a lump-sum cash payment to the applicable parties to the TRA equal to the present value of all forecasted future payments that would have otherwise been made under the TRA, which lump-sum payment would be based on certain assumptions, including those relating to the Company’s future taxable income.
Deferred tax asset		$ 16,630,000	$ 0
Liability recorded related to tax receivable agreement		$ 14,432,000	$ 0
Debt Commitment Letter \| Haymaker III \| Senior Secured Revolving Credit Facility
Business Acquisition [Line Items]
Line of credit facility, maximum borrowing capacity				$ 50,000
Debt Commitment Letter \| Haymaker III \| Senior Secured Term Loan A Facility
Business Acquisition [Line Items]
Debt face amount				$ 125,000
Class A Common Stock \| Haymaker
Business Acquisition [Line Items]
Business acquisition, share price	$ 0.0001
Business combination number of share issued	30,525,729
Class A Common Stock \| Biote Units
Business Acquisition [Line Items]
Business combination consideration transferred	$ 9,161,771
Business combination, consideration in cash	$ 305,500,000
Class A Common Stock \| Haymaker III \| Other Business Combination
Business Acquisition [Line Items]
Common Stock Transfers Threshold Trading Days	30 days
Class B Common Stock \| Haymaker
Business Acquisition [Line Items]
Business acquisition, share price	$ 0.0001
Class V Voting Stock \| Haymaker
Business Acquisition [Line Items]
Business acquisition, share price	$ 0.0001
Business combination number of share issued	58,565,824
Member Earn Out Units \| Haymaker III \| Business Combination
Business Acquisition [Line Items]
Business combination number of share issued	10,000,000
Earnout Voting Shares \| Haymaker III \| Business Combination
Business Acquisition [Line Items]
Business combination, consideration through equity value	$ 10,000,000
Sponsor Earn Out Shares \| Haymaker III \| Business Combination
Business Acquisition [Line Items]
Business combination number of share issued	1,587,500

Commitments and Contingencies

6 Months Ended

Jun. 30, 2023

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

18.

COMMITMENTS AND CONTINGENCIES

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.

The Company is currently involved in litigation described below with one of the Company’s stockholders, Dr. Gary S. Donovitz (“Donovitz”) (the “Donovitz Litigation”). The outcome of the Donovitz Litigation, regardless of the merits, is inherently uncertain. At this point in time, the Company cannot predict the length of the Donovitz Litigation or the ultimate liability, if any, which may arise therefrom. In addition, litigation and related matters are costly and may divert the attention of the Company’s management and other resources that would otherwise be engaged in other activities. However, the Donovitz Litigation is not expected to have a material adverse effect on the consolidated results of operations or financial position of the Company.

On June 23, 2022, Donovitz sued Haymaker Sponsor, LLC, the Company’s outside legal counsel, and certain Company executive officers and directors in the District Court of Dallas County, Texas (the “Donovitz Dallas Action”), generally alleging fraud, fraudulent inducement, negligent misrepresentation, a breach of the covenant of good faith and fair dealing, breaches of fiduciary duties, and/or aiding and abetting those alleged breaches against the defendants (the “Donovitz Claims”). Donovitz subsequently dismissed without prejudice the Donovitz Claims brought in the Donovitz Dallas Action, and the Court entered an order of dismissal without prejudice on March 28, 2023.

On July 11, 2022, the Company sued Donovitz in the Delaware Court of Chancery, pursuing injunctive relief to prevent Donovitz from proceeding with the litigation over the Donovitz Claims in Texas (the “First Delaware Action”). The Company seeks to enforce (a) the Company’s Certificate of Incorporation, which mandates that stockholders must bring certain actions, including some or all of the Donovitz Claims, exclusively in Delaware, and (b) the Business Combination Agreement, by which Donovitz consented to the exclusive jurisdiction of the Delaware Court of Chancery and agreed that Delaware law governs any related claims, including some or all of the Donovitz Claims. Pending a ruling from the Delaware Court of Chancery, Donovitz agreed to stay all answer dates in the Donovitz Dallas Action. Then, on March 23, 2023, Donovitz filed an amended answer and counterclaims in the First Delaware Action generally reasserting the Donovitz Claims he had previously brought in the Donovitz Dallas Action.

On August 2, 2022, the Company sued Donovitz, Lani Hammonds Donovitz, and Lani D. Consulting in the District Court of Dallas County, Texas, seeking injunctive relief to enforce non-disparagement obligations of that certain founder advisory agreement with Donovitz and the independent contractor agreement with Lani Hammonds Donovitz, both of which were entered into by the subject parties in connection with the Business Combination (the “Biote Dallas Action”). The Company successfully obtained a temporary

restraining order to enforce the non-disparagement obligations of Donovitz and Lani Hammonds Donovitz. The parties subsequently entered into an agreed order that the temporary restraining order will stay in effect until the entry of a final judgment. On August 23, 2022, the defendants filed an answer in the Biote Dallas Action, which included affirmative defenses to the Company’s claims and certain counterclaims and third-party claims against certain executive officers of the Company. On April 12, 2023, Lani Hammonds Donovitz, individually and on behalf of Lani D Consulting, dismissed with prejudice all of her counterclaims and third-party claims in the Biote Dallas Action, and subsequently agreed to a permanent injunction in favor of the Company, which was entered by the Court on April 17, 2023.

After the filing of the Biote Dallas Action, the Company amended its claim in the First Delaware Action to also seek an injunction to prevent Donovitz from proceeding with certain of the affirmative defenses, counterclaims, and third-party claims filed by the defendants on August 23, 2022. On November 4, 2022, the Delaware Court of Chancery denied that request for injunctive relief, permitting the Biote Dallas Action and all defenses and claims asserted therein to proceed in Texas.

On August 24, 2022, Donovitz sued the Company, including certain executive officers and directors of the Company, in the Delaware Court of Chancery, seeking (a) a status quo order preventing the defendants from diluting any stockholder’s equity or voting power, (b) an injunction requiring the defendants to convene a special meeting of the stockholders, and (c) a request to either void a portion of the Company’s Certificate of Incorporation or allow stockholders to elect directors to a vacancy on the board in accordance with Delaware General Corporate Law (the “Second Delaware Action”). On September 8, 2022, the Delaware Court of Chancery denied Donovitz’s request for injunctive relief, determining that expedited proceedings and a status quo order were both unwarranted and rejecting a mandated meeting of the stockholders.

A jury trial scheduled to commence on September 11, 2023, will address the Company’s request for a permanent injunction and recovery of attorneys’ fees and costs against Donovitz, as well as the counterclaims and third-party claims asserted by Donovitz.

Tax Distributions

To the extent the Company has funds legally available, the board of directors will approve distributions to each stockholder on a quarterly basis, in an amount per share that, when added to all other distributions made to such stockholder with respect to the previous calendar year, equals the estimated federal and state income tax liabilities applicable to such stockholder as the result of its, his or her ownership of the units and the associated net taxable income allocated with respect to such units for the previous calendar year.

Inventory, Net - Schedule of Inventory, Net (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Inventory [Line Items]
Net Inventory	$ 7,396	$ 11,183
Product \| Pellets
Inventory [Line Items]
Inventory, gross	6,533	6,213
Obsolete and expired allowance	(1,143)	(1,298)
Net Inventory	5,390	4,915
Product \| Dietary Supplements
Inventory [Line Items]
Inventory, gross	2,021	6,283
Obsolete and expired allowance	(15)	(15)
Net Inventory	$ 2,006	$ 6,268

Net Loss Per Common Share (Tables)

6 Months Ended

Jun. 30, 2023

Earnings Per Share [Abstract]

Schedule of Computation of Net Loss Per Common Share

The following table sets forth the computation of net loss per common share:


	Three Months Ended June 30,						Six Months Ended June 30,
	2023			2022			2023			2022
Net loss per common share
Numerator:
Net loss attributable to biote Corp. stockholders (basic and diluted)	$	(5,143	)	$	(2,606	)	$	(11,948	)	$	(2,606	)
Denominator:
Weighted average shares outstanding (basic and diluted)		20,704,866			7,574,271			19,153,574			7,574,271
Net loss per common share
Basic	$	(0.25	)	$	(0.34	)	$	(0.62	)	$	(0.34	)
Diluted	$	(0.25	)	$	(0.34	)	$	(0.62	)	$	(0.34	)

Schedule of Computation of Diluted Weighted Average Shares Outstanding


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
RSUs		912,609		3,887,750		912,609		3,887,750
Stock Options		8,259,614		—		8,259,614		—
Class V Voting Stock		34,819,066		48,565,824		34,819,066		48,565,824
Public Warrants		—		7,937,500		—		7,937,500
Private Placement Warrants		—		5,566,666		—		5,566,666
Earnout Voting Shares		10,000,000		10,000,000		10,000,000		10,000,000
Sponsor Earnout Shares		1,587,500		1,587,500		1,587,500		1,587,500
		55,578,789		77,545,240		55,578,789		77,545,240

Summary of Significant Accounting Policies - Additional Information (Details)		3 Months Ended		6 Months Ended		12 Months Ended
	Jul. 27, 2022 USD ($) shares	Jun. 30, 2023 USD ($) Vendor Customer shares	Jun. 30, 2022 USD ($) Vendor Customer	Jun. 30, 2023 USD ($) Segment Customer shares	Jun. 30, 2022 USD ($) Customer	Dec. 31, 2022 Customer shares
Product Information [Line Items]
Number of operating segment \| Segment				1
Number of reportable segment \| Segment				1
Impairment charge of long-lived assets		$ 0	$ 0	$ 0	$ 0
Operating distribution to members of holdings and taxing authorities				$ 6,588,000	$ 9,575,000
Percentage of tax savings				85.00%
Percentage of cash savings				15.00%
Compensation expense				$ 0
Number of vendors \| Vendor		3	3
Number of customers accounted for 10% of total revenue \| Customer		0	0	0	0
Number of customers accounted for 10% of accounts receivable \| Customer		0		0		0
Class A Common Stock
Product Information [Line Items]
Common stock, shares issued \| shares		29,310,636		29,310,636		11,242,887
Standby Equity Purchase Agreement
Product Information [Line Items]
Percentage of common stock purchase price	97.00%
Termination period of purchase agreement	36 months
Consecutive trading days	3 days
Mandatory minimum amount for individual advance	$ 0
Maximum value of daily volume traded threshold percentage	30.00%
Standby Equity Purchase Agreement \| Maximum
Product Information [Line Items]
Common stock, shares issued \| shares	5,000,000
Standby Equity Purchase Agreement \| Class A Common Stock
Product Information [Line Items]
Common stock, shares issued \| shares	1,000,000
Standby Equity Purchase Agreement \| Yorkville
Product Information [Line Items]
Common stock, shares issued \| shares	25,000
ASU 2019-12
Product Information [Line Items]
Change in Accounting Principle, Accounting Standards Update, Adoption Date		Jan. 01, 2022		Jan. 01, 2022
Change in Accounting Principle, Accounting Standards Update, Adopted [true false]		true		true
Change in Accounting Principle, Accounting Standards Update, Immaterial Effect [true false]		true		true
ASU 2016-13
Product Information [Line Items]
Change in Accounting Principle, Accounting Standards Update, Adoption Date		Jan. 01, 2023		Jan. 01, 2023
Change in Accounting Principle, Accounting Standards Update, Adopted [true false]		true		true
Change in Accounting Principle, Accounting Standards Update, Immaterial Effect [true false]		true		true
401(k) Plan
Product Information [Line Items]
Employer Safe Harbor non-elective contribution percentage				3.00%
Employer Safe Harbor contribution amount		$ 193,000	$ 163,000	$ 417,000	$ 301,000
Outstanding Debt and Available Line of Credit \| Liabilities
Product Information [Line Items]
Concentration risk percentage				100.00%		100.00%
Inventory \| Vendor Concentration \| Assets
Product Information [Line Items]
Concentration risk percentage		67.00%	82.00%	69.00%	84.00%
Class A (Voting)
Product Information [Line Items]
Common units voting rights percentage		100.00%		100.00%

Inventory, Net (Tables)

6 Months Ended

Jun. 30, 2023

Inventory Disclosure [Abstract]

Schedule of Inventory, Net

The components of inventory, net was as follows:


	June 30,			December 31,
	2023			2022
Product inventory - Pellets	$	6,533		$	6,213
Less: Obsolete and expired pellet allowance		(1,143	)		(1,298	)
Pellet inventory, net		5,390			4,915
Product inventory - Dietary supplements		2,021			6,283
Less: Obsolete and expired dietary supplement allowance		(15	)		(15	)
Dietary supplement inventory, net		2,006			6,268
Inventory, net	$	7,396		$	11,183

Noncontrolling Interest - Additional Information (Details)	6 Months Ended
	Jun. 30, 2023 Vote shares	May 26, 2022
Class V Common Stock
Noncontrolling Interest [Line Items]
Issuance of shares under SEPA, shares \| shares	48,565,824
Common Stock, Voting Rights	each holder of Class V voting stock is entitled to vote with the holders of Class A common stock of Biote, with each share of Class V voting stock entitling the holder to one vote per share of Class V voting stock at the time of such vote (subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications).
Common stock, number of votes per share \| Vote	1
Minority Interest Holders
Noncontrolling Interest [Line Items]
Minority interest, retained percentage by minority interest holders		86.50%
Biote
Noncontrolling Interest [Line Items]
Minority interest, ownership percentage	44.30%	13.50%

Summary of Significant Accounting Policies (Policies)

6 Months Ended

Jun. 30, 2023

Accounting Policies [Abstract]

Use of Estimates

Fair Value Measurements

Level 1 – Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.

Level 2 – Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.

Level 3 – Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.

See Note 12 for further detail.

Segment Information

Accounts Receivable and Allowance for Doubtful Accounts

Inventory

Other Current Assets

Other Current Assets—As of June 30, 2023 and December 31, 2022, the Company’s total other current assets consisted of the following:


	June 30,		December 31,
	2023		2022
Prepaid expenses	$	3,110	$	2,939
Advances		4,485		877
Other assets		303		—
Total other current assets	$	7,898	$	3,816

Impairment of Long-Lived Assets

Leases

operating leases are recognized on a straight-line basis over the lease term as an operating expense. Variable lease costs are expensed as incurred as an operating expense.

Stockholders' Deficit

Standby Equity Purchase Agreement

Yorkville’s obligation to continue to purchase shares of Class A common stock pursuant to the SEPA is subject to a number of conditions.

Noncontrolling Interest

Defined Contribution Plans

Share-Based Compensation

Concentrations

Recently Adopted and Recent Accounting Pronouncements Not Yet Adopted

Long-Term Debt (Tables)

6 Months Ended

Jun. 30, 2023

Debt Disclosure [Abstract]

Schedule of Long-term debt

Long-term debt was as follows:


	June 30,			December 31,
	2023			2022
Term loan	$	118,750		$	121,875
Less: Current portion		(6,250	)		(6,250	)
	$	112,500		$	115,625
Less: Unamortized debt issuance costs		(3,148	)		(3,539	)
Term loan, net of current portion	$	109,352		$	112,086

Schedule of Future Maturities of Long-term Debt

Future maturities of long-term debt, excluding debt issuance costs, are as follows:


2023 (remaining six months)		3,125
2024		6,250
2025		6,250
2026		6,250
2027		96,875
	$	118,750

Related-Party Transactions - Additional Information (Details) - USD ($)		3 Months Ended		6 Months Ended
	May 18, 2022	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Related Party Transaction [Line Items]
Compensation paid				$ 0
Firm
Related Party Transaction [Line Items]
Fees paid		$ 0	$ 16,000	0	$ 31,000
Amount due		0		0		$ 0
Employee
Related Party Transaction [Line Items]
Amount due		0		0		0
Compensation paid		0	53,000	0	100,000
Revenue recognized		0	138,000	0	360,000
Due from customer		0		0		0
Spouse of Founder, Chairman, and Beneficial Owner
Related Party Transaction [Line Items]
Compensation paid		0	58,000	0	115,000
Due to employees		0		0		0
Vendor
Related Party Transaction [Line Items]
Amount due		0		0		$ 151,000
Inventory purchases		$ 0	$ 443,000	$ 411,000	$ 734,000
Founder Advisor \| Founder Advisory Agreement
Related Party Transaction [Line Items]
Agreement term	4 years
Annual fees per year	$ 300,000
Lani D. \| New Independent Contractor Agreement
Related Party Transaction [Line Items]
Agreement term	4 years
Annual fees per year	$ 250,000

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Current assets
Cash and cash equivalents	$ 68,480	$ 79,231
Short-term investment	20,000
Accounts receivable, net	8,336	6,948
Inventory, net	7,396	11,183
Other current assets	7,898	3,816
Total current assets	112,110	101,178
Property and equipment, net	1,062	1,504
Capitalized software, net	5,733	5,073
Operating lease right-of-use assets	1,915	2,052
Deferred tax asset	18,232	1,838
Total assets	139,052	111,645
Current liabilities
Accounts payable	7,468	4,112
Accrued expenses	5,426	6,274
Term loan, current	6,250	6,250
Deferred revenue, current	2,310	1,965
Operating lease liabilities, current	280	165
Total current liabilities	21,734	18,766
Term loan, net of current portion	109,352	112,086
Deferred revenue, net of current portion	1,071	926
Operating lease liabilities, net of current portion	1,781	1,927
TRA liability	14,432
Warrant liability		4,104
Earnout liability	63,920	32,110
Total liabilities	212,290	169,919
Commitments and contingencies (See Note 18)
Stockholders' Deficit
Preferred stock, $0.0001 par value, 10,000,000 shares authorized; no shares issued or outstanding as of June 30, 2023 and December 31, 2022
Additional Paid in Capital	0	0
Accumulated deficit	(46,393)	(44,460)
Accumulated other comprehensive loss	(18)	(5)
biote Corp.'s stockholders' deficit	(46,405)	(44,459)
Noncontrolling interest	(26,833)	(13,815)
Total stockholders' deficit	(73,238)	(58,274)
Total liabilities and stockholders' deficit	139,052	111,645
Class A Common Stock
Stockholders' Deficit
Common stock value	3	1
Class B Common Stock
Stockholders' Deficit
Common stock value	0	0
Class V Common Stock
Stockholders' Deficit
Common stock value	$ 3	$ 5

Capitalized Software, Net

6 Months Ended

Jun. 30, 2023

Research and Development [Abstract]

Capitalized Software, Net

CAPITALIZED SOFTWARE, NET

Capitalized software, net consisted of the following:


	June 30,			December 31,
	2023			2022
Website costs	$	4,145		$	4,142
Development in process		4,493			3,277
Less: Accumulated amortization		(2,905	)		(2,346	)
Capitalized software, net	$	5,733		$	5,073

Total amortization expense for capitalized software was $280 and $247 for the three months ended June 30, 2023 and 2022, respectively, and $559 and $480 for the six months ended June 30, 2023 and 2022, respectively. Total amortization expense was included in Selling, general and administrative expense in the condensed consolidated statements of income and comprehensive income.

Capitalized Software, Net - Summary of Capitalized Software, Net (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Research and Development [Abstract]
Website costs	$ 4,145	$ 4,142
Development in process	4,493	3,277
Less: Accumulated amortization	(2,905)	(2,346)
Capitalized software, net	$ 5,733	$ 5,073

Warrant Liability - Additional Information (Details) - USD ($)			6 Months Ended
	Jun. 08, 2023	May 09, 2023	Jun. 30, 2023	Dec. 31, 2022
Class of Warrant or Right [Line Items]
Exercise price of warrants or rights outstanding		$ 11.50
Warrants and rights expire date		Jun. 07, 2023
Private placement warrants redemption description			if the closing price of the Company’s Class A common stock for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which it sends the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants.
Common stock price in exchange for warrant tendered by holder		0.23
Class of warrant outstanding upon the closing of the offer be converted into common stock price	0.207	0.207
Class of warrant converted into common stock percentage higher of market value	10.00%	10.00%
Haymaker III
Class of Warrant or Right [Line Items]
Exercise price of warrants or rights outstanding			$ 11.50
Warrants and rights expire date			May 26, 2027
Warrants and rights outstanding term			5 years
Number of days following its initial business combination until the expiration of the warrants			60 days
Class of warrants redemption price per unit			$ 0.01
Number of consecutive trading days for determining the share price			30 days
Public warrants redeemed				$ 0
Private Placement Warrants
Class of Warrant or Right [Line Items]
Percentage of minimum vote or written consent require for warrant amendments		50.00%
Percentage of outstanding warrants tendered in offer to consent		87.40%
Class of warrants or rights tendered in offer to consent		4,464,900
Private Placement Warrants \| Haymaker III
Class of Warrant or Right [Line Items]
Stock issued during period, shares, new issues			233,333
Shares issued, price per share			$ 1.50
Stock issued during period value issued for services			$ 350,000
Private Placement Warrants \| Haymaker III \| Sponsor
Class of Warrant or Right [Line Items]
Stock issued during period, shares, new issues			5,333,333
Public Warrants
Class of Warrant or Right [Line Items]
Percentage of minimum vote or written consent require for warrant amendments		50.00%
Percentage of outstanding warrants tendered in offer to consent		97.50%
Class of warrants or rights tendered in offer to consent		8,191,336
Class A Common Stock
Class of Warrant or Right [Line Items]
Warrant exercisable into shares of common stock		1
Common stock, par value		$ 0.0001	$ 0.0001	$ 0.0001
Class A Common Stock \| Share Price Equal Or Exceeds 10.00 Rupees Per Dollar
Class of Warrant or Right [Line Items]
Class of warrant or right, threshold period for exercise from date of closing public offering			30 days
Class of warrants redemption price per unit			$ 0.10
Share Price			$ 10.00
Class of warrant or right minimum notice period For Redemption			20 days
Class A Common Stock \| Share price equal or exceeds 18.00 Rs per dollar
Class of Warrant or Right [Line Items]
Share Price			$ 18.00
Number of consecutive trading days for determining the share price			20 days
Class A Common Stock \| Haymaker III
Class of Warrant or Right [Line Items]
Class of warrant or right, threshold period for exercise from date of closing public offering			15 days
Class of warrants or rights transfers restriction on number of days from the date of business combination			60 days
Class A Common Stock \| Haymaker III \| Sponsor
Class of Warrant or Right [Line Items]
Class of warrant or right, threshold period for exercise from date of closing public offering			30 days
Class A Common Stock \| Haymaker III \| Share price equal or exceeds 18.00 Rs per dollar
Class of Warrant or Right [Line Items]
Share redemption trigger price			$ 18.00
Class of warrant or right exercise price adjustment percentage higher of market value			180.00%
Class A Common Stock \| Haymaker III \| Share Price Equal or Less 9.2 Rs per dollar
Class of Warrant or Right [Line Items]
Exercise price of warrants or rights outstanding			$ 9.20
Share redemption trigger price			$ 9.20
Minimum gross proceeds required from issuance of equity			60.00%
Class of warrant or right minimum notice period For Redemption			20 days
Class of warrant or right exercise price adjustment percentage higher of market value			115.00%
Class A Common Stock \| Warrant
Class of Warrant or Right [Line Items]
Conversion of stock, outstanding warrants shares	3,088,473
Conversion of stock, common stock values	$ 17,515
Class A Common Stock \| Redeemable Warrants \| Haymaker III
Class of Warrant or Right [Line Items]
Class of warrant or right redemption threshold consecutive trading days			30 days
Number of securities called by warrants or rights			1
Class A Common Stock \| Private Placement Warrants \| Haymaker III
Class of Warrant or Right [Line Items]
Shares issued, price per share			$ 11.50

Share-Based Compensation - Summary of Stock Option Activity (Details) - 2022 Equity Incentive Plan - $ / shares	6 Months Ended	12 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock Options Outstanding, Beginning Balance	5,042,628
Stock Options, Granted	3,632,807
Stock Options, Exercised	(105,049)
Stock Options, Forfeited	(310,772)
Stock Options Outstanding, Ending Balance	8,259,614	5,042,628
Stock Options, Exercisable	160,249
Weighted-Average Exercise Price Outstanding, Beginning Balance	$ 3.86
Weighted-Average Exercise Price, Granted	5.71
Weighted-Average Exercise Price, Exercised	4.00
Weighted-Average Exercise Price, Forfeited	4.20
Weighted-Average Exercise Price Outstanding, Ending Balance	4.66	$ 3.86
Weighted-Average Exercise Price, Exercisable	$ 4.05
Weighted-Average Remaining Contractual Term (Years)	9 years 4 months 24 days	9 years 6 months
Weighted-Average Remaining Contractual Term (Years), Exercisable	9 years 4 months 24 days

Share-Based Compensation

6 Months Ended

Jun. 30, 2023

Share-Based Payment Arrangement [Abstract]

Share-Based Compensation

14.

SHARE-BASED COMPENSATION

At the Closing of the Business Combination, Holdings’ share-based compensation awards (as such terms are defined below) were converted into equity in Biote. Share information below has been converted from historical disclosure based on the equivalent shares received in the Business Combination.

Incentive Units

Holdings previously issued incentive units, which entitled the holder to participate in the net transaction proceeds from a change in control or qualifying liquidity event. Incentive units equivalent to 987,275 shares of Class V voting stock were vested as of December 31, 2021, and the Closing of the Business Combination triggered the vesting of the remaining incentive units equivalent to 6,356,178 shares of Class V voting stock. No compensation cost was recognized historically until the Closing of the Business Combination, and $50,026 of share-based compensation expense was recognized at Closing related to the incentive units. As of June 30, 2023, there are no incentive units outstanding.

Restricted Stock Units (Including Phantom Equity Rights)

Holdings also previously authorized the grant of phantom equity rights, which entitled the holder to participate in the net transaction proceeds from a change in control or qualifying liquidity event. For current employees, these awards vest quarterly over a period of one or two years after a change in control or qualifying liquidity event, and each holder is entitled to receive a stated percentage of the net transaction proceeds in excess of certain thresholds in accordance with the terms of their respective award agreement. Awards related to former employees vest at the time of a change in control or qualifying liquidity event, and each holder is entitled to receive a stated percentage of the net transaction proceeds in excess of certain thresholds or a maximum amount in accordance with the terms of

their respective award agreement. The Closing of the Business Combination met the performance condition in the phantom equity rights. No compensation cost was recognized historically until the Closing of the Business Combination.

The phantom equity rights are equity-classified awards. The grant date fair value of the phantom equity rights was determined using a Monte-Carlo simulation. The significant assumptions used in valuation include the constant risk-free rate, constant volatility factor and the Geometric Brownian Motion.

At the Closing of the Business Combination, Holdings’ phantom equity rights related to former employees vested, and the Company recognized share-based compensation expense of $4,339 related to these awards with an offsetting increase to equity based on the awards’ grant-date fair value. At Closing, the Company exercised its option to settle the awards for cash in the amount of $7,250.

At the Closing of the Business Combination, Holdings’ phantom equity rights related to current employees were replaced with 3,887,750 restricted stock units (“RSUs”) of Biote. The RSUs will continue to vest according to their original terms, quarterly over a period of one or two years after the Closing of the Business Combination.

Since the Closing of the Business Combination, the Company continues to grant RSUs to certain employees under the 2022 Equity Incentive Plan adopted on May 26, 2022. New RSUs issued are valued at the Company’s stock price on the date of grant. The following table summarizes RSU activity during the six months ended June 30, 2023:


	Shares			Weighted-Average Grant-Date Fair Value
RSUs outstanding at December 31, 2022		1,622,840		$	9.41
Granted		42,238		$	5.83
Vested		(752,469	)	$	9.91
RSUs outstanding at June 30, 2023		912,609		$	8.84

The Company recognized share-based compensation expense of $1,149 and $2,413 during the three and six months ended June 30, 2023, respectively, related to RSUs. As of June 30, 2023, there was $1,521 of unrecognized share-based compensation expense related to unvested RSUs. This expense is expected to be recognized over a weighted-average remaining vesting period of 0.7 years.

Stock Options

Subsequent to the Closing of the Business Combination, the Company began to grant stock options to certain employees, directors, and consultants under the 2022 Equity Incentive Plan adopted on May 26, 2022. The following table summarizes stock option activity during the six months ended June 30, 2023:


	Shares			Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Term (Years)
Options outstanding at December 31, 2022		5,042,628		$	3.86		9.5
Granted		3,632,807		$	5.71
Exercised		(105,049	)	$	4.00
Forfeited		(310,772	)	$	4.20
Options outstanding at June 30, 2023		8,259,614		$	4.66		9.4
Options exercisable at June 30, 2023		160,249		$	4.05		9.4

The Company recognized share-based compensation expense of $1,480 and $2,386 during the three and six months ended June 30, 2023, respectively, related to stock options. As of June 30, 2023, there was $20,094 of unrecognized share-based compensation expense related to unvested stock options. This expense is expected to be recognized over a weighted-average remaining vesting period of 3.3 years.

The weighted-average assumptions used to estimate the fair value of stock options granted during the six months ended June 30, 2023 were as follows:


Expected term (in years)	6.1
Volatility	66.8	%
Risk-free rate	3.5	%
Dividend yield	0.0	%

Stock Purchase Plan

On May 26, 2022, the Company’s Board of Directors approved the 2022 Employee Stock Purchase Plan (the ESPP). The Company’s ESPP has a six-month offering period and a 15% purchase discount based on market prices on specified dates for 2023. The maximum

number of shares of the Company’s common stock that may be issued under the ESPP shall not exceed 797,724 shares of the Company’s common stock (the “Initial Share Reserve”), plus the number of shares of the Company’s common stock that may be added to the ESPP annually each year for a period of up to 10 years. Additional shares added to the ESPP on an annual basis is equal to the lesser of 1% of the total number of shares of the Company’s capital stock on December 31st of the preceding calendar year and the Initial Share Reserve.

During an offering period, employees make contributions to the ESPP through payroll deductions. At the end of each offering period, the accumulated contributions are used by the participating employees to purchase shares of the Company’s common stock. The issue price of those shares is equal to the lesser of (i) 85% of the Company’s stock price on the first day of the offering period, or (ii) 85% of the Company’s stock price on the purchase date. No participant may purchase more than $25 of common stock in any calendar year, and the maximum number of shares a participant may purchase during a single offering period is 2,000 shares.

Full time employees who had been employed by the Company for at least one year were eligible to begin participating in the ESPP on May 15, 2023. The Company recognized share-based compensation expense of $18 for each of the three and six months ended June 30, 2023, respectively, related to the ESPP. As of June 30, 2023, no shares had been purchased under the ESPP.

Fair Value Measurements - Summary of Changes in the Fair Value of Company's Level 3 Financial Instruments (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2023 USD ($)
Schedule Of Changes In The Fair Value Of Warrant Liabilities [Line Items]
Fair value as of December 31, 2022	$ 33,833
Loss from change in fair value	36,673
Settlement	(6,586)
Fair value as of June 30, 2023	63,920
Private Placement Warrants
Schedule Of Changes In The Fair Value Of Warrant Liabilities [Line Items]
Fair value as of December 31, 2022	1,723
Loss from change in fair value	4,863
Settlement	(6,586)
Earnout Liability
Schedule Of Changes In The Fair Value Of Warrant Liabilities [Line Items]
Fair value as of December 31, 2022	32,110
Loss from change in fair value	31,810
Fair value as of June 30, 2023	$ 63,920

Revenue Recognition - Summary of Consideration Allocated to Performance Obligations (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Disaggregation of Revenue [Line Items]
Deferred revenue, current	$ 2,310	$ 1,965
Deferred revenue, net of current portion	1,071	926
Unsatisfied Training Obligations
Disaggregation of Revenue [Line Items]
Deferred revenue, current	133	104
Unsatisfied Contract-term Services
Disaggregation of Revenue [Line Items]
Deferred revenue, current	1,282	1,028
Deferred revenue, net of current portion	740	627
Total Deferred Revenue	2,022	1,655
Unsatisfied Pellet Procedures
Disaggregation of Revenue [Line Items]
Deferred revenue, current	895	833
Deferred revenue, net of current portion	331	299
Total Deferred Revenue	$ 1,226	$ 1,132

Summary of Significant Accounting Policies (Tables)

6 Months Ended

Jun. 30, 2023

Accounting Policies [Abstract]

Summary of Total Other Current Assets

As of June 30, 2023 and December 31, 2022, the Company’s total other current assets consisted of the following:


	June 30,		December 31,
	2023		2022
Prepaid expenses	$	3,110	$	2,939
Advances		4,485		877
Other assets		303		—
Total other current assets	$	7,898	$	3,816

Revenue Recognition - Schedule of Revenues Recognized by Geographic Region (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Disaggregation of Revenue [Line Items]
Total revenue	$ 49,257	$ 41,359	$ 94,100	$ 78,502
Product Revenue
Disaggregation of Revenue [Line Items]
Total revenue	48,652	40,789	92,807	77,547
Product Revenue \| United States
Disaggregation of Revenue [Line Items]
Total revenue	48,523	40,686	92,539	77,376
Product Revenue \| All Other
Disaggregation of Revenue [Line Items]
Total revenue	129	103	268	171
Service Revenue
Disaggregation of Revenue [Line Items]
Total revenue	605	570	1,293	955
Service Revenue \| United States
Disaggregation of Revenue [Line Items]
Total revenue	637	563	$ 1,293	947
Service Revenue \| All Other
Disaggregation of Revenue [Line Items]
Total revenue	$ (32)	$ 7		$ 8

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

+ References

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+ Details

Long-Term Debt

6 Months Ended

Jun. 30, 2023

Debt Disclosure [Abstract]

Long-Term Debt

LONG-TERM DEBT

Bank of America Term Loan

In May 2019, the Company entered into a credit arrangement (the “Bank of America Credit Agreement”) for a term loan of $50,000 (the “Bank of America Term Loan”), which bore an interest rate quoted as LIBOR + 300 Basis Points.

The Bank of America Credit Agreement also included a line of credit arrangement, under which the Company could borrow up to $10,000. The line was set to expire in May of 2024 and was secured by all assets of the Company. The Company did not draw on the line of credit during the three and six months ended June 30, 2022.

In connection with obtaining the Bank of America Credit Agreement in May of 2019, the Company incurred lender’s fees and related attorney’s fees of $1,108. The Company capitalized these costs and was amortizing these to interest expense over the maturity of the Bank of America Term Loan. Amortization expense related to the debt issuance costs on the Bank of America Credit Agreement was $37 and $91 for the three and six months ended June 30, 2022, respectively. At the Closing Date, the remaining unamortized Bank of

America debt issuance costs of $445 were written off as a loss from extinguishment of debt in the Company’s condensed consolidated statements of income and comprehensive income upon extinguishment of the Bank of America Credit Agreement.

In connection with the Business Combination, the Company entered into a new loan agreement as described below. A portion of the funds obtained from the new agreement were used to repay the Bank of America Term Loan in full on the Closing Date.

Truist Term Loan

On the Closing Date, the Company entered into a new loan agreement with Truist Bank (the “Credit Agreement” and with respect to the term loan within, the “Term Loan”) for $125,000. 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 2.5% or 2.75% or the Base Rate plus an applicable margin of 1.5% or 1.75%. At June 30, 2023, the interest rate charged to the Company was approximately 7.89%. The Term Loam requires principal payments of approximately $1,563 in quarterly installments on the last day of each calendar quarter, commencing on September 30, 2022, with repayment of the outstanding amount of the note due on maturity, which occurs on May 26, 2027. As of June 30, 2023, the outstanding principal on the Term Loan was $118,750.

Pursuant to the Credit Agreement, the Company may borrow under the Revolving Loans from time to time up to the total commitment of $50,000. The Company did not draw on the Revolving Loans credit during each of the three and six months ended June 30, 2023 and 2022.

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. The Credit Agreement is subject to (i) a maximum total net leverage ratio and (ii) a minimum fixed charge coverage ratio. The Company must maintain a total net leverage ratio of less than or equal to (i) 4.25:1.00, with respect to the fiscal quarter ending September 30, 2022 through and including the fiscal quarter ending March 31, 2023, (ii) 4.00:1.00, with respect to the fiscal quarter ending June 30, 2023 through and including March 31, 2024, and (iii) 3.75:1.00 thereafter. Beginning with the third fiscal quarter of 2022, the Company must not permit the Consolidated Fixed Charge Coverage Ratio to be less than 1.25:1.00. Both financial covenants are tested quarterly. In addition to the financial covenants, the Company is required to deliver financial statements and other information including, but not limited to, a budget for the fiscal year in progress. Although the Company was in compliance with all required financial covenants associated with the Credit Agreement, it failed to timely deliver a budget for the fiscal year ending December 31, 2023, resulting in an event of default as of June 30, 2023. On July 27, 2023, the lender waived the event of default and also agreed that the Company will not be required to deliver a budget for the fiscal year ending December 31, 2023.

In connection with obtaining the Credit Agreement in May of 2022, the Company incurred lender’s fees and related attorney’s fees of approximately $4,036. The Company capitalized these costs and is amortizing these to interest expense over the term of the Term Loan. The balance on the Term Loan is presented in the condensed consolidated balance sheets net of the related debt issuance costs. Amortization expense related to the debt issuance costs on the Credit Agreement was $195 and $97 for the three months ended June 30, 2023 and 2022, respectively, and $391 and $97 for the six months ended June 30, 2023 and 2022, respectively.

The total amortization of debt issuance costs, inclusive of those related to both the Bank of America Credit Agreement and the Credit Agreement, was $195 and $134 for the three months ended June 30, 2023 and 2022, respectively, and $391 and $188 for the six months ended June 30, 2023 and 2022, respectively.

Long-term debt was as follows:


	June 30,			December 31,
	2023			2022
Term loan	$	118,750		$	121,875
Less: Current portion		(6,250	)		(6,250	)
	$	112,500		$	115,625
Less: Unamortized debt issuance costs		(3,148	)		(3,539	)
Term loan, net of current portion	$	109,352		$	112,086

Future maturities of long-term debt, excluding debt issuance costs, are as follows:


2023 (remaining six months)		3,125
2024		6,250
2025		6,250
2026		6,250
2027		96,875
	$	118,750

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

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+ Details

Revenue Recognition - Summary of Significant Changes in Contract Liability Balances (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Deferred Revenue
Disaggregation of Revenue [Line Items]
Revenue recognized that was included in the contract liability balance at the beginning of the period	$ (928)	$ (1,123)
Increases due to cash received, excluding amounts recognized as revenue during the period	1,226	885
Transfers between current and non-current liabilities due to the expected revenue recognition period	449	403
Total increase in contract liabilities	747	165
Deferred Revenue, Long-term
Disaggregation of Revenue [Line Items]
Increases due to cash received, excluding amounts recognized as revenue during the period	595	446
Transfers between current and non-current liabilities due to the expected revenue recognition period	(449)	(403)
Total increase in contract liabilities	$ 146	$ 43

Share-Based Compensation (Tables)

6 Months Ended

Jun. 30, 2023

Share-Based Payment Arrangement [Abstract]

Summary of Restricted Stock Unit Activity

The following table summarizes RSU activity during the six months ended June 30, 2023:


	Shares			Weighted-Average Grant-Date Fair Value
RSUs outstanding at December 31, 2022		1,622,840		$	9.41
Granted		42,238		$	5.83
Vested		(752,469	)	$	9.91
RSUs outstanding at June 30, 2023		912,609		$	8.84

Summary of Stock Option Activity

The following table summarizes stock option activity during the six months ended June 30, 2023:


	Shares			Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Term (Years)
Options outstanding at December 31, 2022		5,042,628		$	3.86		9.5
Granted		3,632,807		$	5.71
Exercised		(105,049	)	$	4.00
Forfeited		(310,772	)	$	4.20
Options outstanding at June 30, 2023		8,259,614		$	4.66		9.4
Options exercisable at June 30, 2023		160,249		$	4.05		9.4

Summary of Weighted-Average Assumptions used to Estimate Fair Value of Stock Options Granted

The weighted-average assumptions used to estimate the fair value of stock options granted during the six months ended June 30, 2023 were as follows:


Expected term (in years)	6.1
Volatility	66.8	%
Risk-free rate	3.5	%
Dividend yield	0.0	%

Business Combination

6 Months Ended

Jun. 30, 2023

Business Combinations [Abstract]

Business Combination

BUSINESS COMBINATION

At the Closing, (i) Holdings transferred to the Company 9,161,771 Class A common units of Holdings (“Holdings Units”), which was equal to the number of shares of Haymaker’s Class A common stock, par value $0.0001 per share (“Class A common stock”), issued and outstanding as of immediately prior to the Closing (after giving effect to redemptions by Haymaker’s public stockholders of

30,525,729 shares of Class A common stock prior to the Closing and the conversion of Haymaker’s Class B common stock, par value $0.0001 per share (“Class B common stock”) into shares of Class A common stock and (ii) Haymaker issued 58,565,824 shares of newly authorized Class V voting stock, par value $0.0001 per share (“Class V voting stock”), which number of shares of Class V voting stock was equal to the number of Holdings Units retained by the Members immediately following the Closing (the “Retained Holdings Units”), and which shares of Class V voting stock were distributed to the Members, resulting in the Company being organized in an “Up-C” structure.

Also at Closing, (x) in exchange for the Closing Holdings Units, Haymaker transferred cash in an amount equal to (i) the cash in the trust account and any cash held by Haymaker outside of the trust account, less (ii) the amounts required by the redemptions of Class A common stock by the public stockholders, which was equal to $305.5 million and (y) the BioTE Companies received aggregate proceeds of $125 million from the Debt Financing (as defined below) (the aggregate amounts described in (x) and (y) of $137.3 million, the “Closing Date Cash”) in accordance with and in the priority set forth in the Business Combination Agreement and as described further in the Proxy Statement. There was no cash consideration paid to Members at Closing.

Recapitalization

Immediately prior to the Closing, Holdings (i) effectuated a recapitalization, pursuant to which all its Class A units, Class AA units, Class AAA units and Class AAAA units held by the Members were converted or exchanged (whether by direct exchange, merger or otherwise) into a number of equity interests in the Company designated as “Class A Common Units” in the amounts determined in accordance with Holdings’ Second Amended and Restated Operating Agreement (the “Holdings A&R OA”), which was entered into prior to the Closing, the result of which was that the Members hold a single class of Holdings Units as of immediately prior to the Closing and (ii) converted into a Delaware limited liability company.

Consideration

At the Closing and in consideration for the acquisition of Holdings Units, Haymaker and the BioTE Companies, pursuant to the Business Combination Agreement and the Trust Agreement (as defined in the Business Combination Agreement), disbursed the Closing Date Cash to Holdings.

Earnout

On the Closing Date (a) the Members on a pro rata basis subjected (i) 10,000,000 Retained Holdings Units held by them (the “Member Earnout Units”) and (ii) 10,000,000 shares of Class V voting stock distributed to them by the BioTE Companies (the “Earnout Voting Shares”), (b) the Sponsor subjected 1,587,500 shares of Class A common stock held by it after giving effect to the Class B common stock Conversion (the “Sponsor Earnout Shares”), and (c) the Company subjected a number of Holdings Units equal to the number of Sponsor Earnout Shares (the “Sponsor Earnout Units,” and, together with the Sponsor Earnout Shares, the Earnout Voting Shares and the Member Earnout Units, the “Earnout Securities”), to certain restrictions and potential forfeiture pending the achievement (if any) of certain earnout targets or milestones pursuant to the terms of the Business Combination Agreement or the occurrence of a Change of Control (as defined in the Business Combination Agreement).

Beginning on the six-month anniversary of the Closing, each Retained Biote Unit held by the Members may be redeemed, together with one share of Class V voting stock and subject to certain conditions, in exchange for either one share of Class A common stock or in certain circumstances, at the election of the Company in its capacity as the sole manager of Holdings, the cash equivalent of the market value of one share of Class A common stock, pursuant to the terms and conditions of the Holdings A&R OA (such exchange rights, as further described in the Holdings A&R OA, the “Exchange Rights”).

Other Agreements—Business Combination

The Business Combination Agreement contemplated the execution of various additional agreements and instruments, including, among others, the following:

Tax Receivable Agreement

At Closing, Biote entered into a tax receivable agreement (the “TRA”) with Holdings, the Members and the Members’ Representative, which provides for, among other things, payment by the Company to the Members of 85% of the U.S. federal, state and local income tax savings realized by the Company as a result of the increases in tax basis and certain other tax benefits related to any transactions contemplated under the Business Combination Agreement and any redemption of Retained Holdings Units in exchange for Class A common stock or cash (as more fully described in the TRA). These payments are an obligation of Biote and not of the BioTE Companies. Biote’s only material asset following the Business Combination is its ownership interest in Holdings and, accordingly, the Company will depend on distributions from Holdings to make any payments required to be made by the Company under the TRA.

The term of the TRA will continue until all such tax benefits have been utilized or expired unless the Company exercises its right to terminate the TRA for an amount representing the present value of anticipated future tax benefits under the TRA or certain other acceleration events occur. The actual increase in the Company’s allocable share of tax basis in the BioTE Companies’ assets, as well as the amount and timing of any payments under the TRA, will vary depending upon a number of factors, including the timing of redemptions of shares of Retained Holdings Units, the market price of shares of the Class A common stock at the time of the

exchange, the extent to which such exchanges are taxable and the amount and timing of the Company’s income. Any payments the Company makes under the TRA will generally reduce the amount of overall cash flow that might have otherwise been available to the Company. To the extent that the Company is unable to make timely payments under the TRA for any reason, the unpaid amounts will be deferred and will accrue interest until paid; however, nonpayment for a specified period and/or under certain circumstances may constitute a material breach of a material obligation under the TRA and therefore accelerate payments due under the TRA.

The TRA provides that, in the event that (i) the Company exercises its early termination rights under the TRA, (ii) certain changes of control occur (as described in the TRA), (iii) the Company, in certain circumstances, fails to make a payment required to be made pursuant to the TRA by the applicable final payment date, which non-payment continues for 30 days following such final payment date or (iv) the Company materially breaches any of its material obligations under the TRA, which breach continues without cure for 30 days following receipt by the Company of written notice thereof (unless, in the case of clauses (iii) and (iv), certain liquidity exceptions apply) the Company’s obligations under the TRA will accelerate and the Company will be required to make a lump-sum cash payment to the applicable parties to the TRA equal to the present value of all forecasted future payments that would have otherwise been made under the TRA, which lump-sum payment would be based on certain assumptions, including those relating to the Company’s future taxable income. As of June 30, 2023 and December 31, 2022, there have been exchanges of units that have generated a deferred tax asset of $16,630 and $0 for the Company and a liability under the TRA of $14,432 and $0, respectively.

Second Amended and Restated Operating Agreement of Holdings

At the Closing, the Company, Holdings and the Members entered into the Holdings A&R OA, which, among other things, (i) provided for a recapitalization of the ownership structure of Holdings, whereby following the execution of the Holdings A&R OA, the ownership structure of Holdings consists solely of the Holdings Units, (ii) designated the Company as the sole manager of Holdings (iii) provides that on the Exchange Date (as defined in the Holdings A&R OA) (unless otherwise waived by the Company, or, with respect to the Initial Shares (as defined therein), following the registration under the Securities Act of 1933, as amended (the “Securities Act”), of such shares), each Retained Biote Unit held by the Members may be redeemed in exchange, subject to certain conditions, for either one share of Class A common stock or, at the election of the Company in its capacity as the sole manager of Holdings, the cash equivalent of the market value of one share of Class A common stock (the “Exchange Rights”), and (iv) otherwise amended and restated the rights and preferences of the Holdings Units, in each case, as more fully described in the Holdings A&R OA.

In connection with the execution of the Business Combination Agreement, certain of Haymaker’s officers and directors, Haymaker, the Sponsor, Holdings and the Members’ Representative entered into a letter agreement (the “Sponsor Letter”), pursuant to which, among other things, the Sponsor agreed to (i) vote, at any duly called meeting of stockholders of the Company, in favor of the Business Combination Agreement and the transactions contemplated thereby, (ii) subject to certain exceptions, not to effect any sale or distribution of any of its shares of Class B common stock or private placement warrants and (iii) waive any and all anti-dilution rights described in Haymaker’s amended and restated certificate of incorporation or otherwise with respect to the shares of Class B common stock held by the Sponsor that may be implicated by the Business Combination such that the Class B common stock Conversion will occur as discussed therein.

Investor Rights Agreement

At the Closing, the Company, the Members, the Sponsor, the Members’ Representative and certain other parties entered into an Investor Rights Agreement (the “IRA”). Pursuant to the terms of the IRA, among other things, (i) that certain Registration Rights Agreement, by and between Haymaker and certain security holders, dated March 1, 2021, entered into in connection with Haymaker’s initial public offering, was terminated, (ii) the Company provided certain registration rights for the shares of Class A common stock held (or underlying certain securities held) by the Members, the Sponsor, and certain other parties, (iii) the Members agreed not to, subject to certain exceptions, transfer, sell, assign or otherwise dispose of the shares of Class A common stock, Class V voting stock and the Holdings Units held by such Members, as applicable, for six months following the Closing, and the Member Earnout Units (as defined therein) until the date such securities have been earned in accordance with the Business Combination Agreement and (iv) the Sponsor agreed not to, subject to certain exceptions, transfer, sell, assign or otherwise dispose of its (a) shares of Class A common stock (other than the Sponsor Earnout Shares, as defined therein) for six months following the Closing, (b) Sponsor Earnout Shares until the date such securities have been earned in accordance with the Business Combination Agreement and (c) warrants issued to the Sponsor pursuant to that certain Private Placement Warrants Purchase Agreement, dated March 1, 2021, by and between the Company and the Sponsor, and the underlying shares of Class A common stock, for 30 days following the Closing Date (such lock-up period superseding the lock-up period set forth in the Insider Letter (as defined in the IRA)), in each case, as more fully described in the IRA).

Indemnification Agreements

In connection with the Closing, the Company entered into indemnification agreements (each, an “Indemnification Agreement”) with its directors and executive officers. Each Indemnification Agreement provides for indemnification and advancements by the Company of certain expenses and costs if the basis of the indemnitee’s involvement in a matter was by reason of the fact that the indemnitee is or was a director, officer, employee, or agent of the Company or any of its subsidiaries or was serving at the Company’s request in an official capacity for another entity, in each case to the fullest extent permitted by the laws of the State of Delaware.

Credit Agreements

On the Closing Date, certain direct and indirect subsidiaries of Biote entered into that certain Credit Agreement, dated as of May 26, 2022 (the “Credit Agreement”; any capitalized terms used but not defined herein have the meanings assigned to such terms in the Credit Agreement), by and among, inter alios, Holdings, BioTE Medical, LLC, (“BioTE Medical”), BioTe IP, LLC, (“BioTe IP” and, together with Holdings and BioTE Medical, collectively, the “Loan Parties”), certain lenders party thereto from time to time (the “Lenders”), and Truist Bank, as administrative agent for the Lenders (“Administrative Agent”). The Credit Agreement provides for (i) a $50,000 senior secured revolving credit facility (the “Revolving Loans”) and (ii) a $125,000 senior secured term loan A credit facility, which was borrowed in full on the Closing Date (the “Term Loan” and, together with the Revolving Loans, collectively, the “Loans”, such transactions together the “Debt Financing”). BioTE Medical used the proceeds of the Debt Financing 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.

The Loans are also subject to customary events of default. Events of default under the Credit Agreement include (subject to grace periods in certain instances): (i) the failure by any Loan Party to timely make payments due under the Credit Agreement; (ii) material misrepresentations or misstatements in any representation or warranty by any Loan Party when made; (iii) failure by any Loan Party to comply with the covenants under the Credit Agreement and other related agreements; (iv) certain defaults under a specified amount of other indebtedness of Holdings or its subsidiaries; (v) insolvency or bankruptcy-related events with respect to Holdings or any of its subsidiaries; (vi) certain undischarged, non-appealable judgments above a specified threshold against Holdings or any of its subsidiaries; (vii) certain ERISA-related events reasonably expected to result in liability above a specified threshold to Holdings and its subsidiaries taken as a whole; (viii) any loan documents or a material part of the liens under the loan documents ceasing to be, or being asserted by Holdings or its subsidiaries not to be, in full force and effect; (ix) any loan party or subsidiary denying that it has further obligations under any Loan Document; (x) any obligations under the loan documents ceasing to constitute senior indebtedness; and (x) the occurrence of a change of control. If an event of default has occurred and continues beyond any applicable cure period, Administrative Agent may (i) accelerate all outstanding obligations under the Credit Agreement or (ii) terminate the commitments, amongst other remedies. Additionally, BioTE Medical may not borrow under the Loans while an event of default is continuing. See Note 9 for further detail.

Leases

6 Months Ended

Jun. 30, 2023

Leases [Abstract]

Leases

15.

LEASES

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 June 30, 2023. On November 1, 2022, the Company executed an extension of lease office space to extend through November 30, 2028. This extension included an additional 3,700 square feet of space that will be available for use in December of 2023 and will be included in monthly rent payments accordingly.

The Company recognizes operating lease costs on a straight-line basis over the lease term within selling, general and administrative expense in the condensed consolidated statements of income and comprehensive income. The following table contains a summary of the operating lease costs recognized under ASC 842 and supplemental cash flow information for leases:


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Fixed lease expense	$	112	$	61	$	224	$	122
Total lease cost	$	112	$	61	$	224	$	122

Other information:
Cash paid for amounts included in the measurement of lease liabilities	$	64	$	64	$	118	$	128


	June 30,			December 31,
	2023			2022
Lease assets
Operating lease right-of-use assets	$	1,915		$	2,052
Total lease assets	$	1,915		$	2,052

Lease liabilities
Current:
Operating lease liabilities	$	280		$	165
Non-current:
Operating lease liabilities		1,781			1,927
Total lease liabilities	$	2,061		$	2,092

Weighted-average remaining lease term — operating leases (years)		5.42			5.92
Weighted-average discount rate — operating leases		8.48	%		8.48	%

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, 2023:


2023 (remaining six months)		218
2024		449
2025		464
2026		480
2027		497
Thereafter		470
Total lease payments		2,578
Less: Interest		(517	)
Present value of lease liabilities	$	2,061

Fair Value Measurements (Tables)

6 Months Ended

Jun. 30, 2023

Fair Value Disclosures [Abstract]

Schedule of Financial Liabilities Measured at Fair Value on a Recurring Basis

The following table presents information regarding the Company’s financial liabilities that were measured at fair value on a recurring basis:


	Fair Value Measurements as of June 30, 2023
	Level 1		Level 2		Level 3		Total
Liabilities:
Public Warrants	$	—	$	—	$	—	$	—
Private Placement Warrants		—		—		—		—
Earnout liability		—		—		63,920		63,920


	Fair Value Measurements as of December 31, 2022
	Level 1		Level 2		Level 3		Total
Liabilities:
Public Warrants	$	2,381	$	—	$	—	$	2,381
Private Placement Warrants		—		—		1,723		1,723
Earnout liability		—		—		32,110		32,110

Summary of Significant Inputs Used to Measure the Fair Value of the Level 3 Private Placement Warrants

The following table provides the significant inputs used to measure the fair value of the level 3 Private Placement Warrants:


	As of
	December 31, 2022
Stock price	$	3.73
Exercise price	$	11.50
Risk-free rate		4.0	%
Volatility		42.2	%
Term (in years)		4.4

The following table provides the significant inputs used to measure the fair value of the level 3 Earnout liability:


	As of
	June 30, 2023			December 31, 2022
Stock price	$	6.76		$	3.73
Risk-free rate		4.3	%		4.1	%
Volatility		62.5	%		70.0	%
Term (in years)		3.9			4.4

Summary of Significant Inputs Used to Measure the Fair Value of Level 3 Earnout Liability

hanges in the fair value of the Company’s Level 3 financial instruments were as follows:


	Private Placement Warrants			Earnout Liability		Total
Fair value as of December 31, 2022	$	1,723		$	32,110	$	33,833
Loss from change in fair value		4,863			31,810		36,673
Settlement		(6,586	)		—		(6,586	)
Fair value as of June 30, 2023	$	—		$	63,920	$	63,920

Share-Based Compensation - Summary of Restricted Stock Unit Activity (Details) - RSUs - 2022 Equity Incentive Plan	6 Months Ended
	Jun. 30, 2023 $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares, RSUs Outstanding, Beginning balance \| shares	1,622,840
Shares , Granted \| shares	42,238
Shares, Vested \| shares	(752,469)
Shares, RSUs Outstanding, Ending balance \| shares	912,609
Weighted-Average Grant-Date Fair Value, RSUs Outstanding, Beginning balance \| $ / shares	$ 9.41
Weighted-Average Grant-Date Fair Value, Vested \| $ / shares	9.91
Weighted-Average Grant-Date Fair Value,Granted \| $ / shares	5.83
Weighted-Average Grant-Date Fair Value, RSUs Outstanding, Ending balance \| $ / shares	$ 8.84

Noncontrolling Interest

6 Months Ended

Jun. 30, 2023

Noncontrolling Interest [Abstract]

Noncontrolling Interest

13.

NONCONTROLLING INTEREST

In connection with the Closing of the Business Combination on the Closing Date, certain Members of Holdings (the “Minority Interest Holders”) retained an approximately 86.5% membership interest in Holdings and Biote received an approximately 13.5% ownership interest in Holdings. As a result of share issuances subsequent to the Closing of the Business Combination, Biote’s ownership of Holdings, was approximately 44.3% as of June 30, 2023. The Minority Interest Holders may from time to time, after the Closing Date, exchange with Biote, such holders’ units in Holdings for an equal number of shares of Biote’s Class A common stock. As a result, Biote’s ownership interest in Holdings will continue to increase. The Minority Interest Holders’ ownership interests are accounted for as noncontrolling interests in the Company’s condensed consolidated financial statements.

Because the Business Combination was accounted for similar to a reverse recapitalization, the noncontrolling interest was initially recorded based on the Minority Interest Holders’ ownership interest in the pre-combination carrying value of Holdings’ equity, including net income (loss) for the periods prior to the Closing Date included in accumulated deficit as of the Closing Date. Subsequent to the Business Combination, the Minority Interest Holders’ interest in the net income (loss) of Holdings after the Closing Date is allocated to noncontrolling interest.

In connection with the Business Combination, Biote issued the Minority Interest Holders an aggregate of 48,565,824 shares of Class V voting stock. The Class V voting stock provides no economic rights in Biote to the holder thereof; however, each holder of Class V voting stock is entitled to vote with the holders of Class A common stock of Biote, with each share of Class V voting stock entitling the holder to one vote per share of Class V voting stock at the time of such vote (subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications).

Subsequent Events	6 Months Ended
Subsequent Events	Jun. 30, 2023
Subsequent Events [Abstract]
Subsequent Events	20. SUBSEQUENT EVENTS The Company evaluated subsequent events from June 30, 2023, the date of these condensed consolidated financial statements, through August 11, 2023, which represents the date the condensed consolidated financial statements were issued, for events requiring adjustment to or disclosure in these condensed consolidated financial statements. There are no material events that require adjustment to or disclosure in these condensed consolidated financial statements.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) (Unaudited) - USD ($) $ in Thousands	Total	Members' Equity	Common Stock Class A Common Stock	Common Stock Class V Common Stock	Retained Earnings / (Accumulated Deficit)	Accumulated Other Comprehensive Income (Loss)	Total Stockholders' Equity (Deficit) Attributable to biote Corp.	Non Controlling Interest
Beginning balance, units at Dec. 31, 2021		982,800
Beginning balance at Dec. 31, 2021	$ 4,125				$ 4,165	$ (40)	$ 4,125
Distributions	(2,735)				(2,735)		(2,735)
Net income (loss)	9,350				9,350		9,350
Other comprehensive income	6					6	6
Ending balance, units at Mar. 31, 2022		982,800
Ending balance at Mar. 31, 2022	10,746				10,780	(34)	10,746
Beginning balance, units at Dec. 31, 2021		982,800
Beginning balance at Dec. 31, 2021	4,125				4,165	(40)	4,125
Net income (loss)	(11,979)
Ending balance at Jun. 30, 2022	(71,312)		$ 1	$ 5	(49,144)	(5)	(49,143)	$ (22,169)
Ending balance, shares at Jun. 30, 2022			7,574,271	48,565,824
Beginning balance, units at Mar. 31, 2022		982,800
Beginning balance at Mar. 31, 2022	10,746				10,780	(34)	10,746
Net income (loss)	(207)				(207)		(207)
Other comprehensive income	(5)					(5)	(5)
Beginning balance, units at Mar. 31, 2022		982,800
Beginning balance at Mar. 31, 2022	10,746				10,780	(34)	10,746
Distributions	(6,840)				(6,840)		(6,840)
Net income (loss)	(21,329)
Business Combination: Capitalized transaction costs	(12,282)				(12,282)		(12,282)
Share-based compensation	79,270				79,270		79,270
Settlement of phantom equity rights	(7,250)				(7,250)		(7,250)
Ending balance at Jun. 30, 2022	(71,312)		$ 1	$ 5	(49,144)	(5)	(49,143)	(22,169)
Ending balance, shares at Jun. 30, 2022			7,574,271	48,565,824
Business Combination: Reverse recapitalization on May 26, 2022, shares		(982,800)	7,574,271	48,565,824
Business Combination: Reverse recapitalization on May 26, 2022	(113,622)		$ 1	$ 5	(113,628)		(113,622)
Business Combination: Noncontrolling interest on May 26, 2022					3,619	34	3,653	(3,653)
Net income (loss)	(21,122)				(2,606)		(2,606)	(18,516)
Ending balance at Jun. 30, 2022	(71,312)		$ 1	$ 5	(49,144)	(5)	(49,143)	(22,169)
Ending balance, shares at Jun. 30, 2022			7,574,271	48,565,824
Beginning balance at Dec. 31, 2022	(58,274)		$ 1	$ 5	(44,460)	(5)	(44,459)	(13,815)
Beginning balance, shares at Dec. 31, 2022			9,655,387	48,565,824
Distributions	(3,093)							(3,093)
Net income (loss)	(21,430)				(6,805)		(6,805)	(14,625)
Other comprehensive income	1							1
Share-based compensation	2,170				2,170		2,170
Vesting of RSUs					1,915	(4)	1,911	(1,911)
Vesting of RSUs, shares			426,208
Exercise of stock options	420				2,043	(3)	2,040	(1,620)
Exercise of stock options, shares			105,049
Litigation settlement	1,199				1,199		1,199
Litigation settlement, shares			375,000
Exchanges of Class V voting stock			$ 1	$ (1)	208		208	(208)
Exchanges of Class V voting stock, shares			7,953,258	(7,953,258)
TRA liability	(4,802)				(4,802)		(4,802)
Ending balance at Mar. 31, 2023	(83,809)		$ 2	$ 4	(48,532)	(12)	(48,538)	(35,271)
Ending balance, shares at Mar. 31, 2023			18,514,902	40,612,566
Beginning balance at Dec. 31, 2022	(58,274)		$ 1	$ 5	(44,460)	(5)	(44,459)	(13,815)
Beginning balance, shares at Dec. 31, 2022			9,655,387	48,565,824
Net income (loss)	(34,525)
Ending balance at Jun. 30, 2023	(73,238)		$ 3	$ 3	(46,393)	(18)	(46,405)	(26,833)
Ending balance, shares at Jun. 30, 2023			27,723,136	34,819,066
Beginning balance at Mar. 31, 2023	(83,809)		$ 2	$ 4	(48,532)	(12)	(48,538)	(35,271)
Beginning balance, shares at Mar. 31, 2023			18,514,902	40,612,566
Distributions	(3,495)							(3,495)
Net income (loss)	(13,095)				(5,143)		(5,143)	(7,952)
Other comprehensive income	(1)							(1)
Share-based compensation	2,647				2,647		2,647
Vesting of RSUs					(3,932)	(1)	(3,933)	3,933
Vesting of RSUs, shares			326,261
Settlement of warrants	17,515				15,986	(1)	15,985	1,530
Settlement of warrants, Shares			3,088,473
Exchanges of Class V voting stock			$ 1	$ (1)	(14,419)	(4)	(14,423)	14,423
Exchanges of Class V voting stock, shares			5,793,500	(5,793,500)
TRA liability	7,000				7,000		7,000
Ending balance at Jun. 30, 2023	$ (73,238)		$ 3	$ 3	$ (46,393)	$ (18)	$ (46,405)	$ (26,833)
Ending balance, shares at Jun. 30, 2023			27,723,136	34,819,066

Leases - Summary of Operating Lease Costs Recognized under ASC 842 and Supplemental Cash Flow Information for Leases (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Leases [Abstract]
Fixed lease expense	$ 112	$ 61	$ 224	$ 122
Total lease cost	112	61	224	122
Other information:
Cash paid for amounts included in the measurement of lease liabilities	$ 64	$ 64	$ 118	$ 128

Related-Party Transactions

6 Months Ended

Jun. 30, 2023

Related-Party Transactions

19.

RELATED-PARTY TRANSACTIONS

The Company utilizes a professional services firm to perform accounting and tax services for the Company. Trusts whose beneficiaries are the children of a partner of the firm hold shares of the Company’s Class V voting stock. Fees paid to the firm were $0 and $16 during the three months ended June 30, 2023 and 2022, respectively, and $0 and $31 for the six months ended June 30, 2023 and 2022, respectively. There were no amounts due to the firm as of June 30, 2023 or December 31, 2022.

A former employee of the Company is the beneficiary of a trust which holds shares of the Company’s Class V voting stock, as well as being the child of the Company’s founder who beneficially owns shares of the Company’s Class V voting stock. Compensation paid to the former employee was $0 and $53 for the three months ended June 30, 2023 and 2022, respectively, and $0 and $100 for the six months ended June 30, 2023 and 2022, respectively. There were no amounts due to the former employee as of June 30, 2023 or December 31, 2022.

In addition to their previous employment by the Company, the above referenced former employee also owns a clinic which was a customer of the Company. Revenues recognized from sales to this customer were $0 and $138 for the three months ended June 30, 2023 and 2022, respectively and $0 and $360 for the six months ended June 30, 2023 and 2022, respectively. There were no amounts due from this customer as of June 30, 2023 and December 31, 2022, respectively.

A former employee of the Company is the spouse of the Company’s founder who beneficially owns shares of the Company’s Class V voting stock. Compensation paid to the former employee was $0 and $58 for the three months ended June 30, 2023 and 2022, respectively, and $0 and $115 for the six months ended June 30, 2023 and 2022, respectively. There were no amounts due to the former employee as of June 30, 2023 or December 31, 2022.

The Company purchases dietary supplements inventories from a vendor in which the Company’s founder holds a minority interest. Inventory purchases from this vendor were $0 and $443 for the three months ended June 30, 2023 and 2022, respectively and $411 and $734 for the six months ended June 30, 2023 and 2022, respectively. Amounts due to the vendor were $0 and $151 as of June 30, 2023 and December 31, 2022, respectively.

On May 18, 2022, BioTE Medical and Dr. Gary S. Donovitz entered into a founder advisory agreement, effective as of, and contingent upon, the Closing. Pursuant to the founder advisory agreement, Dr. Gary S. Donovitz 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) as of the Closing. Pursuant to the founder advisory agreement, Dr. Gary S. Donovitz provides strategic advisory services to BioTE Medical for a period of four years from the Closing, unless terminated earlier pursuant to the terms of the founder advisory agreement, and will

receive an annual fee equal to $300 per year, continued coverage under BioTE Medical’s employee benefits and reimbursement for reasonable and pre-approved business expenses.

On May 18, 2022, BioTE Medical entered into an independent contractor agreement with Lani D. Consulting, a company affiliated with Lani Hammonds Donovitz, the wife of Dr. Gary S. Donovitz (the “New Independent Contractor Agreement”). Immediately upon the Closing, the New Independent Contractor Agreement replaced the independent contractor agreement dated as of May 3, 2021, between Lani D. Consulting and BioTE Medical. Pursuant to the New Independent Contractor Agreement, Lani D. Consulting provides certain services to BioTE Medical for a period of four years from the Closing, unless terminated earlier pursuant to the terms of the New Independent Contractor Agreement, and will receive an annual fee equal to $250 per year and reimbursement for reasonable and pre-approved business expenses. BioTE Medical terminated the New Independent Contractor Agreement, effective September 9, 2022.

Net Loss Per Common Share - Schedule of Computation of Net Loss Per Common Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Numerator:
Net loss attributable to biote Corp. stockholders (basic)	$ (5,143)	$ (2,606)	$ (11,948)	$ (2,606)
Net loss attributable to biote Corp. stockholders (diluted)	$ (5,143)	$ (2,606)	$ (11,948)	$ (2,606)
Denominator:
Weighted average shares outstanding (basic)	20,704,866	7,574,271	19,153,574	7,574,271
Weighted average shares outstanding (diluted)	20,704,866	7,574,271	19,153,574	7,574,271
Net loss per common share
Basic	$ (0.25)	$ (0.34)	$ (0.62)	$ (0.34)
Diluted	$ (0.25)	$ (0.34)	$ (0.62)	$ (0.34)

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

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+ References + Details

Document and Entity Information - shares	6 Months Ended
Document and Entity Information - shares	Jun. 30, 2023	Aug. 10, 2023
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2023
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q2
Trading Symbol	BTMD
Entity Registrant Name	biote Corp.
Entity Central Index Key	0001819253
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Shell Company	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Security Exchange Name	NASDAQ
Entity File Number	001-40128
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-1791125
Entity Address, Address Line One	1875 W. Walnut Hill Ln
Entity Address, Address Line Two	#100
Entity Address, City or Town	Irving
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75038
City Area Code	844
Local Phone Number	604-1246
Document Quarterly Report	true
Document Transition Report	false
Class A Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		29,310,636
Class V Voting Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		44,819,066

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Jun. 30, 2023	Dec. 31, 2022
Preferred stock, par or stated value per share	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock shares issued	0	0
Preferred stock, shares outstanding	0	0
Class A Common Stock
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	600,000,000	600,000,000
Common stock, shares issued	29,310,636	11,242,887
Common stock, shares outstanding	27,723,136	9,655,387
Class B Common Stock
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	8,000,000	8,000,000
Common stock, shares issued	0	0
Common stock, shares outstanding	0	0
Class V Common Stock
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	44,819,066	58,565,824
Common stock, shares outstanding	34,819,066	48,565,824

Accrued Expenses (Tables)

6 Months Ended

Jun. 30, 2023

Payables and Accruals [Abstract]

Schedule of Accrued Expenses

Accrued expenses consisted of the following:


	June 30,		December 31,
	2023		2022
Accrued professional fees	$	328	$	354
Accrued employee-related costs		4,469		4,221
Other		629		1,699
Accrued expenses	$	5,426	$	6,274

Property and Equipment, Net - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 6,381	$ 6,314
Less: Accumulated depreciation	(5,319)	(4,810)
Property and equipment, net	1,062	1,504
Trocars
Property, Plant and Equipment [Line Items]
Property and equipment, gross	4,644	4,645
Leasehold Improvements
Property, Plant and Equipment [Line Items]
Property and equipment, gross	1,075	1,028
Office Equipment
Property, Plant and Equipment [Line Items]
Property and equipment, gross	253	238
Computer Software
Property, Plant and Equipment [Line Items]
Property and equipment, gross	140	140
Furniture and Fixtures
Property, Plant and Equipment [Line Items]
Property and equipment, gross	161	161
Computer Equipment
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 108	$ 102

Long-Term Debt - Additional Information (Details) - USD ($)		1 Months Ended	3 Months Ended		6 Months Ended
	May 26, 2022	May 31, 2019	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Debt Instrument [Line Items]
Outstanding principal amount of term loan			$ 118,750,000		$ 118,750,000
Amortization expense related to debt issuance costs					$ 391,000	$ 188,000
Loss from extinguishment of debt				$ (445,000)		(445,000)
Line of Credit \| Bank of America Term Loan
Debt Instrument [Line Items]
Term loan face amount		$ 50,000,000
Debt instrument interest rate, terms					LIBOR + 300 Basis Points
Line of credit facility, maximum borrowing capacity			$ 10,000,000		$ 10,000,000
Line of credit facility maturity month and year					2024-05
Line of credit draw				0		0
Interest expense		$ 1,108,000
Amortization expense related to debt issuance costs				37,000		91,000
Loss from extinguishment of debt						(445,000)
Line of Credit \| Truist Term Loan
Debt Instrument [Line Items]
Term loan face amount	$ 125,000,000
Interest rate			7.89%		7.89%
Periodic payments					$ 1,563,000
Frequency of periodic payments					quarterly
Outstanding principal amount of term loan			$ 118,750,000		$ 118,750,000
Term loan maturity date			May 26, 2027		May 26, 2027
Covenant description					he Credit Agreement is subject to (i) a maximum total net leverage ratio and (ii) a minimum fixed charge coverage ratio. The Company must maintain a total net leverage ratio of less than or equal to (i) 4.25:1.00, with respect to the fiscal quarter ending September 30, 2022 through and including the fiscal quarter ending March 31, 2023, (ii) 4.00:1.00, with respect to the fiscal quarter ending June 30, 2023 through and including March 31, 2024, and (iii) 3.75:1.00 thereafter. Beginning with the third fiscal quarter of 2022, the Company must not permit the Consolidated Fixed Charge Coverage Ratio to be less than 1.25:1.00. Both financial covenants are tested quarterly.
Covenant compliance					he Company was in compliance with all required financial covenants associated with the Credit Agreement, it failed to timely deliver a budget for the fiscal year ending December 31, 2023, resulting in an event of default as of June 30, 2023. On July 27, 2023, the lender waived the event of default and also agreed that the Company will not be required to deliver a budget for the fiscal year ending December 31, 2023.
Company incurred lender's fees and related attorney's fees	$ 4,036,000
Amortization expense related to debt issuance costs			$ 195,000	97,000	$ 391,000	97,000
Line of Credit \| Truist Term Loan \| Minimum
Debt Instrument [Line Items]
Fixed charge coverage ratio			1.25		1.25
Line of Credit \| Truist Term Loan \| Leverage Ratio with Respect to September 30, 2022 through March 31, 2023 \| Maximum
Debt Instrument [Line Items]
Net leverage ratio			4.25		4.25
Line of Credit \| Truist Term Loan \| Leverage Ratio with Respect to June 30, 2023 through March 31, 2024 \| Maximum
Debt Instrument [Line Items]
Net leverage ratio			4.00		4.00
Line of Credit \| Truist Term Loan \| Leverage Ratio, Thereafter \| Maximum
Debt Instrument [Line Items]
Net leverage ratio			3.75		3.75
Line of Credit \| Truist Term Loan \| SOFR Rate \| Minimum
Debt Instrument [Line Items]
Debt instrument, applicable margin rate	2.50%
Line of Credit \| Truist Term Loan \| SOFR Rate \| Maximum
Debt Instrument [Line Items]
Debt instrument, applicable margin rate	2.75%
Line of Credit \| Truist Term Loan \| Base Rate \| Minimum
Debt Instrument [Line Items]
Debt instrument, applicable margin rate	1.50%
Line of Credit \| Truist Term Loan \| Base Rate \| Maximum
Debt Instrument [Line Items]
Debt instrument, applicable margin rate	1.75%
Line of Credit \| Bank of America Term Loan and Truist Term Loan
Debt Instrument [Line Items]
Amortization expense related to debt issuance costs			$ 195,000	134,000	$ 391,000	188,000
Revolving Credit Facility \| Truist Term Loan
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing capacity			50,000,000		50,000,000
Proceeds from line of credit			$ 0	$ 0	$ 0	$ 0

Earnout Liability

6 Months Ended

Jun. 30, 2023

Commitments and Contingencies Disclosure [Abstract]

Earnout Liability

11.

EARNOUT LIABILITY

Certain of the Company’s equity holders are entitled to vest in up to 11,587,500 Earnout Securities if certain share price targets (the “Triggering Events”) are achieved by May 26, 2027 (the “Earnout Deadline”). The Triggering Events each entitle the eligible equity holders to a certain number of shares per Triggering Event. The Triggering Events are as follows:

(i)

the first time, prior to the Earnout Deadline, that the volume-weighted average share price of Biote’s Class A common stock (“VWAP”) equals or exceeds $12.50 per share (the “Price Target 1”) for twenty (20) trading days of any thirty (30) consecutive trading day period following the Closing, one-third (1/3) of the Earnout Securities shall be vested and no longer subject to forfeiture and other transfer restrictions (the “Earnout Restrictions”);

(ii)

the first time, prior to the Earnout Deadline, that the VWAP equals or exceeds $15.00 per share (the “Price Target 2”) for twenty (20) trading days of any thirty (30) consecutive trading day period following the Closing, one-third (1/3) of the Earnout Securities shall be vested and no longer subject to the Earnout Restrictions;

(iii)

the first time, prior to the Earnout Deadline, that the VWAP equals or exceeds $17.50 per share (the “Price Target 3”) for twenty (20) trading days of any thirty (30) consecutive trading day period following the Closing, one-third (1/3) of the Earnout Securities shall be vested and no longer subject to the Earnout Restrictions; and

(iv)

if the Company completes a change of control prior to the Earnout Deadline, then all remaining unvested Earnout Securities shall vest and no longer be subject to the Earnout Restrictions.

The Company’s Earnout liability is recorded at fair value in the condensed consolidated balance sheets. Any changes in fair value are recorded in the changes in earnout liability line of the condensed consolidated statements of income and comprehensive income. Please see Note 12 for further detail.