0001193125-24-082183 | POS AM | XBRL Viewer

Fair Value Measurements

12 Months Ended

Dec. 31, 2023

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 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:


	December 31, 2023
(in thousands)	Level 1		Level 2		Level 3		Total
Liabilities:
Public Warrants	$	—	$	—	$	—	$	—
Private Placement Warrants		—		—		—		—
Earnout liability		—		—		41,100		41,100


	December 31, 2022
(in thousands)	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 the years ended December 31, 2023 and 2022.

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.

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
	December 31, 2023			December 31, 2022
Stock price	$	4.94		$	3.73
Risk-free rate		4.0	%		4.1	%
Volatility		65.0	%		70.0	%
Term (in years)		3.9			4.4

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


(in thousands)	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			8,990		13,853
Settlement		(6,586	)		—		(6,586	)

Fair value as of December 31, 2023	$	—		$	41,100	$	41,100

- 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

Leases - Additional Information (Details) - ft²			12 Months Ended
Leases - Additional Information (Details) - ft²	Nov. 01, 2022	Jul. 01, 2014	Dec. 31, 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

Capitalized Software, Net (Tables)

12 Months Ended

Dec. 31, 2023

Research and Development [Abstract]

Summary of Capitalized Software, Net

Capitalized software, net consists of the following:


	December 31,
(in thousands)	2023			2022
Website costs	$	6,653		$	4,142
Development in process		2,856			3,277
Less: Accumulated amortization		(4,536	)		(2,346	)

Capitalized software, net	$	4,973		$	5,073

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 89,002	$ 79,231
Accounts receivable, net	6,809	6,948
Inventory, net	17,307	11,183
Other current assets	9,225	3,816
Total current assets	122,343	101,178
Property and equipment, net	1,218	1,504
Capitalized software, net	4,973	5,073
Operating lease right-of-use assets	1,877	2,052
Deferred tax asset	24,884	1,838
Total assets	155,295	111,645
Current liabilities:
Accounts payable	4,155	4,112
Accrued expenses	8,497	6,274
Term loan, current	6,250	6,250
Deferred revenue, current	3,002	1,965
Operating lease liabilities, current	311	165
Total current liabilities	22,215	18,766
Term loan, net of current portion	106,630	112,086
Deferred revenue, net of current portion	1,322	926
Operating lease liabilities, net of current portion	1,680	1,927
TRA liability	18,894
Warrant liability		4,104
Earnout liability	41,100	32,110
Total liabilities	191,841	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 December 31, 2023 and December 31, 2022
Additional paid-in capital	0	0
Accumulated deficit	(29,391)	(44,460)
Accumulated other comprehensive loss	(12)	(5)
biote Corp.'s stockholders' deficit	(29,397)	(44,459)
Noncontrolling interest	(7,149)	(13,815)
Total stockholders' deficit	(36,546)	(58,274)
Total liabilities and stockholders' deficit	155,295	111,645
Class A Common Stock
Stockholders' Deficit
Common stock value	3	1
Class V Common Stock
Stockholders' Deficit
Common stock value	$ 3	$ 5

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Operating Activities
Net income (loss)	$ (2,805)	$ 1,324
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization	2,994	2,199
Bad debt expense (recoveries)	663	(155)
Amortization of debt issuance costs	794	589
Write-off of capitalized software	313
(Benefit from) provision for obsolete inventory	(26)	140
Non-cash lease expense	499	240
Shares issued in settlement of litigation	1,199
Non-cash sponsor share transfers		7,216
Non-cash fees under SEPA		119
Share-based compensation expense	9,057	82,180
(Gain) loss from change in fair value of warrant liability	13,411	(5,127)
(Gain) loss from change in fair value of earnout liability	8,990	(61,770)
Loss from extinguishment of debt		445
Deferred income taxes	721	(743)
Changes in operating assets and liabilities:
Accounts receivable	(505)	(1,562)
Inventory	(6,098)	(1,708)
Other current assets	(5,418)	(2,284)
Accounts payable	(165)	416
Deferred revenue	1,433	384
Accrued expenses	2,223	(30,841)
Operating lease liabilities	(397)	(219)
Net cash provided by (used in) operating activities	26,883	(9,157)
Investing Activities
Purchases of property and equipment	(359)	(333)
Purchases of capitalized software	(2,354)	(1,505)
Net cash used in investing activities	(2,713)	(1,838)
Financing Activities
Proceeds from the business combination		12,282
Principal repayments on term loan	(6,250)	(4,375)
Borrowings on term loan		125,000
Extinguishment of Bank of America term loan		(36,250)
Debt issuance costs		(4,036)
Settlement of phantom equity rights		(7,250)
Settlement of RSUs		(424)
Proceeds from exercise of stock options	420
Issuance of stock under purchase plan	144
Distributions	(8,694)	(12,886)
Capitalized transaction costs		(8,341)
Proceeds from issuance of shares under SEPA		442
SEPA transaction costs		(702)
Net cash provided by (used in) financing activities	(14,380)	63,460
Effect of exchange rate changes on cash and cash equivalents	(19)
Net increase in cash and cash equivalents	9,771	52,465
Cash and cash equivalents at beginning of period	79,231	26,766
Cash and cash equivalents at end of period	89,002	79,231
Supplemental Disclosure of Cash Flow Information
Cash paid for interest	9,476	4,426
Cash paid for income taxes	4,426	282
Non-cash investing and financing activities
Capital expenditures and capitalized software included in accounts payable	$ 208	49
Non-cash SEPA transaction costs		$ 119

Revenue Recognition - Summary of Consideration Allocated to Performance Obligations (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Disaggregation of Revenue [Line Items]
Contract with customers liability current	$ 3,002	$ 1,965
Deferred revenue, net of current portion	1,322	926
Unsatisfied Training Obligations
Disaggregation of Revenue [Line Items]
Contract with customers liability current	151	104
Unsatisfied Contract-term Services
Disaggregation of Revenue [Line Items]
Contract with customers liability current	1,583	1,028
Deferred revenue, net of current portion	935	627
Total Deferred Revenue	2,518	1,655
Unsatisfied Pellet Procedures
Disaggregation of Revenue [Line Items]
Contract with customers liability current	940	833
Deferred revenue, net of current portion	387	299
Total Deferred Revenue	1,327	$ 1,132
Unsatisfied Dietary Supplements
Disaggregation of Revenue [Line Items]
Contract with customers liability current	$ 328

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

Noncontrolling Interest

12 Months Ended

Dec. 31, 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 54.31% as of December 31, 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 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).

Share-Based Compensation - Summary of Stock Option Activity (Details) - 2022 Equity Incentive Plan - $ / shares	12 Months Ended
	Dec. 31, 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	4,286,005	5,165,328
Stock Options, Exercised	(105,049)	(122,700)
Stock Options, Forfeited	(1,081,868)
Stock Options Outstanding, Ending Balance	8,141,716	5,042,628
Stock Options, Exercisable	285,459
Weighted-Average Exercise Price Outstanding, Beginning Balance	$ 3.86
Weighted-Average Exercise Price, Granted	5.6	$ 3.86
Weighted-Average Exercise Price, Exercised	4	3.73
Weighted-Average Exercise Price, Forfeited	4.69
Weighted-Average Exercise Price Outstanding, Ending Balance	4.66	$ 3.86
Weighted-Average Exercise Price, Exercisable	$ 4.06
Weighted-Average Remaining Contractual Term (Years)	8 years 10 months 24 days	9 years 6 months
Weighted-Average Remaining Contractual Term (Years), Exercisable	6 years 6 months

Noncontrolling Interest - Additional Information (Details)	12 Months Ended
	Dec. 31, 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	54.31%	13.50%

Business Combination

12 Months Ended

Dec. 31, 2023

Business Combinations [Abstract]

Business Combination

3.	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 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 $125.0 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

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 was no par value assigned to any of the classes of units.

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) Haymaker 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”). See Note 11 for further detail.

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 December 31, 2023 units exchanged under the TRA generated a deferred tax asset of $23.8 million and a liability under the TRA of $18.9 million. As of December 31, 2022, no units were exchanged under the TRA.

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 $50.0 million senior secured revolving credit facility (the “Revolving Loans”) and (ii) a $125.0 million 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.

Property and Equipment, Net - Additional Information (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 0.8	$ 1.2

Long-Term Debt - Additional Information (Details) - USD ($)		1 Months Ended	12 Months Ended
	May 26, 2022	May 31, 2019	Dec. 31, 2023	Dec. 31, 2022
Debt Instrument [Line Items]
Outstanding principal amount of term loan			$ 115,625,000
Amortization expense related to debt issuance costs			$ 794,000	$ 589,000
Loss from extinguishment of debt				(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
Line of credit facility maturity month and year			2024-05
Line of credit drawn			$ 0	0
Interest expense		$ 1,100,000
Amortization expense related to debt issuance costs				90,000.00
Loss from extinguishment of debt				(400,000)
Line of Credit \| Truist Term Loan
Debt Instrument [Line Items]
Term loan face amount	$ 125,000,000
Interest rate			8.00%
Periodic payments			$ 1,600,000
Frequency of periodic payments			quarterly
Outstanding principal amount of term loan			$ 115,600,000
Term loan maturity date			May 26, 2027
Covenant description			In addition, 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.
Covenant compliance			the Company was in compliance with all required covenants associated with the Credit Agreement.
Company incurred lender's fees and related attorney's fees	$ 4,000,000
Amortization expense related to debt issuance costs			$ 800,000	500,000
Line of Credit \| Truist Term Loan \| Minimum
Debt Instrument [Line Items]
Fixed charge coverage ratio			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
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
Line of Credit \| Truist Term Loan \| Leverage Ratio, Thereafter \| Maximum
Debt Instrument [Line Items]
Net leverage ratio			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			$ 800,000	$ 600,000
Revolving Credit Facility \| Truist Term Loan
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing capacity			50,000,000
Proceeds from line of credit			$ 0

Share-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2023

Share-Based Payment Arrangement [Abstract]

Summary of Restricted Stock Unit Activity

The following table summarizes RSU activity during the year ended December 31, 2023:


	Shares			Weighted-Average Grant-Date Fair Value
RSUs outstanding at December 31, 2021		3,887,750		$	8.85
Granted		85,040		$	4.00
Forfeited		(296,250	)	$	8.71
Vested		(2,053,700	)	$	8.24

RSUs outstanding at December 31, 2022		1,622,840		$	9.41
Granted		42,238		$	5.83
Vested		(1,250,512	)	$	9.73

RSUs outstanding at December 31, 2023		414,566		$	8.08

Summary of Stock Option Activity

The following table summarizes stock option activity during the year ended December 31, 2023:


	Shares			Weighted- Average Exercise Price		Weighted-Average Remaining Contractual Term (Years)
Options outstanding at December 31, 2021		—		$	—		—
Granted		5,165,328		$	3.86
Exercised		(122,700	)	$	3.73

Options outstanding at December 31, 2022		5,042,628		$	3.86		9.5
Granted		4,286,005		$	5.60
Exercised		(105,049	)	$	4.00
Forfeited		(1,081,868	)	$	4.69

Options outstanding at December 31, 2023		8,141,716		$	4.66		8.9

Options exercisable at December 31, 2023		285,459		$	4.06		6.5

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 year ended December 31, 2023 were as follows:


Expected term (in years)	6.0
Volatility	66.4	%
Risk-free rate	3.6	%
Dividend yield	0.0	%

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

Use of Estimates

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 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.

Reclassification

—The Company reclassified interest income from other income (expense) to interest expense, net in its consolidated statement of income (loss) and comprehensive income (loss) for the year ended December 31, 2022 to conform with the current year presentation. This reclassification had no impact on net income for the year ended December 31, 2022.

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

– 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

- 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.

Cash

—As of December 31, 2023 and 2022, cash consisted primarily of checking and savings deposits. The Company maintains deposits primarily with two financial institutions, which may at times exceed amounts covered by insurance provided by the U.S. Federal Deposit Insurance Corporation (“FDIC”). The Company has not experienced any losses related to amounts in excess of FDIC limits. The Company does not hold any cash equivalents, which would consist of highly liquid investments with original maturities of three months or less at the time of purchase.

Accounts Receivable and Allowance for Doubtful Accounts

—Accounts receivable is recorded net of allowances for doubtful accounts. Accounts receivable consist primarily of invoiced amounts to clinics that are not yet paid. The Company maintains an allowance for doubtful accounts and uses the roll-rate method to estimate current expected credit losses for its accounts receivable population. Balances still outstanding after management has exhausted all reasonable collection efforts are written off through a charge to the valuation allowance and a credit to accounts receivable.

Bad debt expense is classified in selling, general, and administrative expense within the consolidated statements of income (loss) and comprehensive income (loss). The Company generally does not require any security or collateral to support its receivables. The following table presents a rollforward of the allowance for doubtful accounts:


	(in thousands)
As of December 31, 2021	$	(1,406	)
Provisions charged to operating results		155
Account write-off and recoveries		277

As of December 31, 2022	$	(974	)

As of December 31, 2022	$	(974	)
Provisions charged to operating results		(663	)
Account write-off and recoveries		758

As of December 31, 2023	$	(879	)

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 vitamins 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 products. Management recorded a reserve for obsolescence of inventory related to inventory which has expired. See Note 5 for further details.

Other Current Assets

—Total other current assets consisted of the following:


	December 31,
(in thousands)	2023		2022
Prepaid expenses	$	3,914	$	2,939
Advances		3,638		877
Income tax receivable		1,365		—
Other assets		308		—

Total other current assets	$	9,225	$	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 money market account and its now matured short-term investment.

Property and Equipment, Net

—Property and equipment are stated at cost less accumulated depreciation. Depreciation is calculated using the straight-line method and is recorded in selling, general, and administrative expense over the estimated useful lives of the assets. The estimated useful lives of property and equipment are as follows:


Trocars		5
Leasehold improvements		Shorter of lease term or useful life of the improvement
Computer software		3-5
Furniture and fixtures		5-7
Computer equipment		3-5

See Note 6 for further details.

Capitalized Software, Net

—Capitalization of costs related to internally developed software begins when the preliminary project stage is completed and it is probable that the project will be completed and used for its intended function. Once an application has reached the development stage, internal and external costs, if direct and incremental, are capitalized until the software is substantially complete and ready for its intended use. Capitalization ceases upon completion of all substantial testing. The Company also capitalizes costs related to specific upgrades and enhancements when it is probable the expenditures will result in additional features and functionality. Maintenance costs are expensed as incurred. Internal use software is amortized on a straight-line basis over its estimated useful life, generally

three

to five years. Capitalized software is included within capitalized software, net on the consolidated balance sheet. See Note 7 for further details.

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 years ended December 31, 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(s) 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 December 31, 2023 and 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 cost for operating leases is 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 and 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.

Interest and penalties related to unrecognized tax benefits are included in income tax expense on the consolidated statements of income (loss) and comprehensive income (loss).

As of December 31, 2023 and 2022, no accrued interest or penalties are included in the consolidated balance sheets.

Debt Issuance Costs

—The Company accounts for costs incurred in connection with the issuance of long-term debt as a direct reduction of the debt. These costs are amortized over the life of the associated debt, using the effective interest method, and are included as a component of interest expense, net on the Company’s consolidated statements of income (loss) and comprehensive income (loss).

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 are 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

—The Company’s earnout liability is valued using a Monte-Carlo simulation in order to simulate the future path of its 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 estimate value. The significant

assumptions

used in the valuation include the Company’s stock price, volatility and the drift rate. See Note 11 for further detail.

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 year ended December 31, 2023, no Class A common stock was purchased under the SEPA. During the year ended December 31, 2022, the Company sold 105,559 shares to Yorkville under the SEPA for cash proceeds of $0.4 million.

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 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 are solely within the control of the Company, noncontrolling interest is presented in permanent equity.

Revenue Recognition

—The Company accounts for revenue in accordance with FASB, ASU

No. 2014-09,

Revenue from Contracts with Customers

, as amended, (Topic 606). Revenue is measured based on the consideration specified in a contract with a customer. The Company recognizes revenue when it satisfies a performance obligation by transferring control of a product or service to a customer.

Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, which are collected by the Company from a customer, are excluded from revenue.

Shipping and handling costs associated with outbound freight after control of a product has transferred to a customer are accounted for as fulfillment costs and are included in cost of products in the statements of income and comprehensive income. Shipping and handling costs billed to customers are considered part of the transaction price and are recognized as revenue with the underlying product sales for dietary supplements and trocars.

The following is a description of the principal contract activities, disaggregated by the contract type, from which the Company generates its revenue.

The Biote Method

The Company generates revenues through standard service agreements with customers who participate in the Biote Method. The Biote Method is a bioidentical hormone replacement therapy which has been developed as a treatment designed to alleviate hormone imbalances. Under this agreement, the Company provides a bundle of goods and services to customers, including initial training to medical practitioners, bioidentical hormone pellets and software tools used for inventory management and dosing, and ongoing practice development and marketing support services, which includes a license to use the Company’s trademarks and trade names in the customer’s marketing materials. The initial contract term is three years, and customers have the option to renew for additional

one-year

periods.

For the bundled goods and services, the Company accounts for individual products and services separately if they are distinct, i.e., if a product or service is separately identifiable from other items in the bundled package and if a customer can benefit from it on its own or with other resources that are readily available to the customer. The Company has identified three distinct obligations in its standard service agreement: initial training, pellet procedures (including sales of bioidentical hormone pellets, use of inventory management software to monitor pellet inventory, and use of the Company’s blood dosing website to determine the appropriate pellets to use in each procedure), contract-term services (including ongoing practice development and marketing support, options to receive reusable trocars, and the right to use the reusable trocars through the term of the contract, if the option is exercised). The third obligation includes a combined lease/nonlease component for which the Company has adopted the practical expedient within ASC 842 which allows lessors to combine lease and

non-lease

components that have the same pattern of transfer to the customer-lessee and account for the combined component under the guidance relevant to the predominant portion of the component. By applying this expedient, the Company applies Topic 606 to the combined component.

The consideration in the contract is allocated between separate products and services in the bundle based on the stand-alone selling prices of each good and service. The stand-alone selling prices are determined based on the prices at which the Company separately sells the initial training and the pellet procedures. Judgment is required to determine the standalone selling price for each distinct performance obligation. For items that are not sold separately and for which the Company has not established a standalone selling price, the Company allocates consideration based on the residual approach.

The Company recognizes revenue for initial training over time as the customer completes the training. Training sessions generally occur over the course of

2-3

consecutive days at or near the time of contract inception. The customer is charged an initial fixed-rate fee for this training. Customers pay in full for the initial training at the time of contract inception. The standalone selling price of these services is based on the lowest price offered by the Company for the services.

The Company recognizes revenue for pellet procedures at the point in time the procedures are performed by the practitioner, which is when control of the pellets transfers to the customer. Consideration for these services is in the form of a management fee assessed for each procedure performed, which includes a volume-based tiered pricing schedule. The standalone selling price for these services requires judgment and is estimated based on the Company’s historical experience with prices offered to similar customers throughout the initial term of the

contract. Billings in excess of the standalone selling price constitute a premium charged to customers early in a relationship and are deferred and recognized when or as the remaining goods and services are transferred to the customer. Fees are billed and paid on a semimonthly basis.

The Company recognizes revenue for contract-term services on a straight-line basis over the initial term of the contract, which aligns with the Company’s satisfaction of the performance obligation. The Company allocates the residual consideration to this performance obligation, which is consistent with the allocation objective.

Dietary Supplements

Dietary supplements are supplements that customer practitioners resell to patients that aid the patients with maintaining hormone balances. The Company recognizes revenue for these, net of any discounts given, when control transfers to the customer, which is generally the point of shipment from the Company’s distributor. Products are billed at standalone selling price for the dietary supplements and invoiced at shipment.

Disposable Trocars

Disposable Trocars are surgical instruments intended for use by Biote-certified practitioners. These instruments are used to implant the bioidentical hormone pellets into the customers’ patients. The Company recognizes revenue at the time control transfers, which is generally the point of shipment from the distributor. Products are billed at the standalone selling price for the trocars and invoiced at shipment.

Revenue disaggregated by the nature of the product or service and by geography is included within Note 4: Revenue Recognition.

As of the years ended December 31, 2023 and 2022, the Company allocated $0.2 million and $0.1 million respectively, of consideration to the unsatisfied initial training obligations, and $2.5 million and $1.7 million, respectively, of consideration to the unsatisfied contract-term service obligations provided to the Biote Method customers.

Consideration allocated to initial training due to deposits paid upfront is presented within deferred revenue on the consolidated balance sheets and is expected to be recognized as revenue within one year, as the training is complete. 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. As of the years ended December 31, 2023 and 2022 the amount of consideration allocated to contract-term services presented within deferred revenue was $1.6 million and $1.0 million, respectively, and the amount presented within deferred revenue, net of current portion was $0.9 million and $0.6 million, respectively.

The Consideration allocated to the premiums within the management fee for pellet procedures is presented within deferred revenue current and deferred revenue, net of current portion for amounts expected to be recognized within one year and longer than one year, respectively. As of the years ended December 31, 2023 and 2022 the amount of these premiums within deferred revenue was $0.9 million and $0.8 million, respectively, and the amount within deferred revenue, net of current portion was $0.4 million and $0.3 million, respectively.

The Company has also elected the practical expedient in ASC 606 to not disclose consideration allocated to contracts with an original term of one year or less, which includes contracts for

point-in-time

sales of dietary supplements, disposable trocars, and pellet procedures. Pellet procedures are included in the Company’s Biote Method service agreement, which has a three-year stated term, but as revenues are recognized at a point in time, there are no minimum purchase volumes, and the contract allows for cancellation with ninety days’ notice from the customer, there are no pellet procedure obligations that are satisfied over a period greater than one year.

Contract Assets and Liabilities

Customer receivables are made up of consideration to which the Company has an unconditional right to payment, regardless of whether the Company has satisfied the performance obligations in the contract. All customer receivables are presented within accounts receivable, net in the consolidated balance sheets.

Contract assets are the Company’s right to consideration for goods or services that the entity has transferred to the customer when that right is conditioned on something other than the passage of time. As of December 31, 2023 and 2022 the Company did not have any contract assets.

Contract liabilities are the Company’s obligation to transfer goods or services to a customer for which the Company has received consideration or has an unconditional right to receive consideration. The Company’s contract liabilities include deposits for initial training and contract-term services paid in advance which have not been recognized as revenue during the period. Contract liabilities are presented within deferred revenue and deferred revenue, net of current portion in the consolidated balance sheets. Contract liabilities are classified as current liabilities for the amount of revenue that the Company expects to recognize within one year of the reporting date.

Changes in contract liabilities between each period are attributable to fees paid by new customers, revenue recognized for completed training, and revenue recognized for the Company’s over-time satisfaction of contract-term services.

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. Expected returns and refunds are recorded as a reduction of revenue. For the year ended December 31, 2023, the Company had returns of $0.2 million. For the year ended December 31, 2022, returns were not material.

A reconciliation of the beginning and ending contract liabilities is included within Note 4: Revenue Recognition.

Cost of Revenue

—Cost of services primarily consist of the costs incurred to deliver training to Biote Method customers. Cost of products includes the cost of pellets purchased from compounding pharmacies and sold to customers of the Biote Method, the cost of trocars and dietary supplements purchased from manufacturing facilities or third-party

co-packers,

and the shipping and handling costs incurred to deliver these products to the customers.

Advertising

—Advertising expenses include costs incurred to market the Company’s products through digital and traditional marketing channels, such as on third-party websites, television and print media. Advertising expenses also include costs related to certain marketing events and public relations and marketing agency fees. Advertising costs are expensed as incurred and included in selling, general and administrative expense in the consolidated statements of income (loss) and comprehensive income (loss).

Selling, General, and Administrative

—Selling, general, and administrative expense consists primarily of software licensing and maintenance and the cost of employees who engage in corporate functions, such as finance and accounting, information technology, human resources, legal, and executive management. Selling, general, and administrative expense also includes rent occupancy costs, office expenses, recruiting expenses, entertainment allocations, depreciation and amortization, other general overhead costs, insurance premiums, professional service fees, research and development, and costs related to regulatory and litigation matters.

Defined Contribution Retirement Plan

Defined Contribution Retirement Plan—

Effective January 1, 2021, the Company offers participation in the BioTE Medical, LLC 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 compensation. Safe harbor contributions vest immediately for each participant.

The Company made safe harbor contributions under the 401(k) Plan of $0.8 million and $0.9 million for the years ended December 31, 2023 and 2022, respectively. Safe harbor

contributions

are presented within selling, general and administrative expense in the consolidated statements of income (loss) and comprehensive income (loss).

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 has 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.

Commissions

—Commissions consist primarily of fees paid to a third-party sales force, internal sales force, and partner clinics which participate in the Company’s new clinic mentor program. Commissions paid to the Company’s internal and third-party sales forces relate to market support and development activities undertaken to drive channel sales through existing customers and are not considered incremental costs to obtain a customer contract. For the years ended December 31, 2023 and 2022 expenses incurred for these commission programs were $6.0 million and $0.1 million, respectively.

Commissions paid to clinics under the Company’s mentorship program represent amounts paid to existing clinics which provide services to help new customers complete onboarding and other startup activities and are only incurred after contract initiation. These costs are expensed as incurred, consistent with other contract fulfillment costs. For the years ended December 31, 2023 and 2022 commissions paid under this program were $0.4 million and $1.1 million, respectively.

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 December 31, 2023 and 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 four vendors totaled 77.8% for the year ended December 31, 2023. Inventory purchases from three vendors totaled 87% for the year ended December 31, 2022. 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 years ended December 31, 2023 and 2022. The Company did not have any customers that accounted for more than 10% of its outstanding gross accounts receivable as of December 31, 2023 and 2022.

Recently Adopted and Recent Accounting Pronouncements Not Yet Adopted

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.

Summary of Significant Accounting Policies - Summary of Estimated Useful Lives of Property and Equipment (Details)	12 Months Ended
	Dec. 31, 2023
Trocars
Property, Plant and Equipment [Line Items]
Estimated Useful Life (in years)	5 years
Leasehold Improvements
Property, Plant and Equipment [Line Items]
Estimated Useful Life	Shorter of lease term or useful life of the improvement
Computer software \| Minimum
Property, Plant and Equipment [Line Items]
Estimated Useful Life (in years)	3 years
Computer software \| Maximum
Property, Plant and Equipment [Line Items]
Estimated Useful Life (in years)	5 years
Furniture and Fixtures \| Minimum
Property, Plant and Equipment [Line Items]
Estimated Useful Life (in years)	5 years
Furniture and Fixtures \| Maximum
Property, Plant and Equipment [Line Items]
Estimated Useful Life (in years)	7 years
Computer Equipment \| Minimum
Property, Plant and Equipment [Line Items]
Estimated Useful Life (in years)	3 years
Computer Equipment \| Maximum
Property, Plant and Equipment [Line Items]
Estimated Useful Life (in years)	5 years

Income Taxes - Schedule of Income (Loss) Before Provision for Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Domestic	$ 300	$ 2,221
Foreign	(423)	(509)
Income (loss) before provision for income taxes	$ (123)	$ 1,712

- Definition

Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(11))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483586/944-220-S99-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 30
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-30

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 5: http://www.xbrl.org/2003/role/exampleRef
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-Name Accounting Standards Codification
-Section 50
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-Publisher FASB
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (c)
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
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-Name Accounting Standards Codification
-Section S99
-Paragraph 1
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Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481913/940-20-25-1

Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(10))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 942
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(15))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483589/942-220-S99-1

+ Details

Commitments and Contingencies

12 Months Ended

Dec. 31, 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 in the Donovitz Dallas Action 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 24, 2023, Donovitz filed amended counterclaims in the First Delaware Action, again generally reasserting the Donovitz Claims previously brought in the Donovitz Dallas Action but also asserting derivative claims against the Company’s directors. On October 23, 2023, the Company filed its response to Donovitz’s amended counterclaims.

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.

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.

A jury trial in the Biote Dallas Action was to commence on September 11, 2023, to address the Company’s affirmative claim for breach of contract, request for a permanent injunction, as well as the counterclaims and third-party claims asserted by Donovitz. On August 17, 2023, Donovitz nonsuited without prejudice all of his counterclaims and third-party claims in the Biote Dallas Action, leaving only the Company’s affirmative claim against Donovitz to be tried on September 11, 2023. On September 8, 2023, three days before the scheduled trial in the Biote Dallas Action, Donovitz agreed to stipulate that he breached his contract, and Donovitz agreed to a partial judgment and the entry of a permanent injunction against him, which was signed by the Court on September 9, 2023.

The Company sought recovery of its attorneys’ fees against Donovitz in a jury trial that began on October 30, 2023. On November 2, 2023, the jury returned a verdict awarding the Company $4.7 million plus the potential for an additional $0.2 million for future fees, which constituted all of the attorneys’ fees that the Company had sought against Donovitz in the Biote Dallas Action.

On November 16, 2023, Donovitz, as trustee for the Gary S. Donovitz 2012 Irrevocable Trust, together with Biote Management, LLC, sued Biote Holdings, LLC and BioTE Medical, LLC in the Delaware Court of Chancery. Donovitz sought inspection of the books and records of Biote Holdings, LLC. The parties stipulated to dismissal of BioTE Medical, LLC and agreed to stay the case pending completion of the parties’ scheduled mediation.

On February 13, 2024, the Company and Donovitz, through mediation, executed a binding settlement term sheet to resolve all remaining outstanding litigation with Donovitz. Pursuant to the settlement term sheet, the Company and other parties thereto have agreed to prepare and enter into a definitive settlement agreement, which will supersede the settlement term sheet and substantially incorporate the terms thereof. Pursuant to the settlement term sheet, the Company will repurchase all of the Class A common units of Biote Holdings, LLC, the Class V common stock of Biote and the Class A common stock of the Company, currently beneficially owned by Donovitz for approximately $76.9 million in the aggregate. The Company will repurchase the shares over a three-year period commencing on the date the definitive settlement agreement is signed. In addition, the Company and Donovitz have agreed to, among other things, (i) a customary mutual release of all claims arising out of or relating to the Donovitz Litigation, (ii) the termination of the founder advisory agreement, dated as of May 18, 2022, by and between Donovitz and BioTE Medical, LLC, (iii) two year

non-compete

and

non-solicitation

agreements for Donovitz and (iv) the negotiation of and entry into a voting agreement with customary terms acceptable to the Company.

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.

Income Taxes - Schedule of Reconciliation of the Federal Income Tax Rate to the Company Effective Tax Rate (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Statutory federal income tax rate	$ (55)	$ 359
State taxes, net of federal benefit	179	311
Nontaxable partnership income	2,524	(707)
Return to provision	(17)
Foreign rate differential	(36)	(46)
Change in valuation allowance	87	471
Total income tax provision (benefit)	$ 2,682	$ 388

- Definition

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

+ References + Details

Revenue Recognition

12 Months Ended

Dec. 31, 2023

Revenue from Contract with Customer [Abstract]

Revenue Recognition

4.	REVENUE RECOGNITION

Revenue recognized for each revenue stream was as follows:


	Year Ended December 31,
(in thousands)	2023		2022
Pellet procedures	$	140,991	$	128,952
Dietary supplements		38,090		32,412
Disposable trocars		3,320		1,698
Shipping fees		172		71

Product revenue		182,573		163,133
Training		1,170		973
Contract-term services		920		851
Other		697		—

Service revenue		2,787		1,824

Total revenue	$	185,360	$	164,957

Revenue recognized by geographic region was as follows:


	Year Ended December 31,
(in thousands)	2023		2022
United States	$	181,838	$	162,742
All other		735		391

Product revenue		182,573		163,133

United States		2,787		1,781
All other		—		43

Service revenue		2,787		1,824

Total revenue	$	185,360	$	164,957

Significant changes in contract liability balances were as follows:


	December 31,
	2023						2022
Description of change (in thousands)	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	$	(1,972	)	$	—		$	(1,710	)	$	—
Increases due to cash received, excluding amounts recognized as revenue during the period		1,961			1,116			1,342			760
Transfers between current and non-current liabilities due to the expected revenue recognition period		464			(464	)		460			(460	)

Total increase in contract liabilities	$	453		$	652		$	92		$	300

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 are as follows:


	December 31,
(in thousands)	2023		2022
Unsatisfied training obligations—Current	$	151	$	104

Unsatisfied contract-term services—Current		1,583		1,028
Unsatisfied contract-term services—Long-term		935		627

Total allocated to unsatisfied contract-term services		2,518		1,655

Unsatisfied pellet procedures—Current		940		833
Unsatisfied pellet procedures—Long-term		387		299

Total allocated to unsatisfied pellet procedures		1,327		1,132

Unsatisfied dietary supplements—Current		328		—

Total deferred revenue—Current	$	3,002	$	1,965

Total deferred revenue—Long-term	$	1,322	$	926

- 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
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-9

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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-Name Accounting Standards Codification
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-URI https://asc.fasb.org//1943274/2147479806/606-10-50-10

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
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-URI https://asc.fasb.org//606/tableOfContent

+ Details

Income Taxes - Schedule of Income Tax Provision (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Current income tax provision (benefit):
Federal	$ 1,739	$ 749
State and Local	205	377
Foreign	17	5
Total current expense (benefit):	1,961	1,131
Deferred income tax provision (benefit):
Federal	711	(714)
State and Local	10	(29)
Total deferred expense (benefit):	721	(743)
Total income tax provision (benefit)	$ 2,682	$ 388

Summary of Significant Accounting Policies - Additional Information (Details)		12 Months Ended
	Jul. 27, 2022 USD ($) shares	Dec. 31, 2023 USD ($) Segment Vendor Customer shares	Dec. 31, 2022 USD ($) Vendor 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
Contract with customers liability current		3,002,000	1,965,000
Contract with customers liability non current		1,322,000	$ 926,000
Expected returns and refunds to customers		$ 200,000
Number of vendors \| Vendor		4	3
Number of customers accounted for 10% of total revenue \| Customer		0	0
Number of customers accounted for 10% of accounts receivable \| Customer		0	0
Incremental costs to fulfill contract with customers		$ 400,000	$ 1,100,000
Minimum
Product Information [Line Items]
Capitalized software estimated useful lives		3 years
Maximum
Product Information [Line Items]
Capitalized software estimated useful lives		5 years
Class A Common Stock
Product Information [Line Items]
Common stock, shares issued \| shares		35,842,383	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%
Shares sold \| shares			105,559
Proceeds from settlement of SEPA			$ 400,000
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
Change in Accounting Principle, Accounting Standards Update, Adopted [true false]		true
Change in Accounting Principle, Accounting Standards Update, Immaterial Effect [true false]		true
ASU 2016-13
Product Information [Line Items]
Change in Accounting Principle, Accounting Standards Update, Adoption Date		Jan. 01, 2023
Change in Accounting Principle, Accounting Standards Update, Adopted [true false]		true
Change in Accounting Principle, Accounting Standards Update, Immaterial Effect [true false]		true
401(k) Plan
Product Information [Line Items]
Employer Safe Harbor non-elective contribution percentage		3.00%
Employer Safe Harbor contribution amount		$ 800,000	$ 900,000
Outstanding Debt and Available Line of Credit \| Liabilities
Product Information [Line Items]
Concentration risk percentage		100.00%	100.00%
Biote Method Customer
Product Information [Line Items]
Sales commission		$ 6,000,000	$ 100,000
Biote Method Customer \| Service Revenue \| Training
Product Information [Line Items]
Revenue remaining performance obligation		200,000	100,000
Biote Method Customer \| Service Revenue \| Contract Term Services
Product Information [Line Items]
Revenue remaining performance obligation		2,500,000	1,700,000
Contract with customers liability current		1,600,000	1,000,000
Contract with customers liability non current		900,000	600,000
Biote Method Customer \| Product Revenue \| Pallet Procedures
Product Information [Line Items]
Contract with customers liability current		900,000	800,000
Contract with customers liability non current		$ 400,000	$ 300,000
Inventory \| Vendor Concentration \| Assets
Product Information [Line Items]
Concentration risk percentage		77.80%	87.00%

Accrued Expenses - Schedule of Accrued Expenses (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Payables and Accruals [Abstract]
Accrued professional fees	$ 561	$ 354
Accrued employee-related costs	6,068	4,221
Income tax payable	17	1,050
Other	1,851	649
Accrued expenses	$ 8,497	$ 6,274

Revenue Recognition - Schedule of Revenues Recognized by Geographic Region (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Disaggregation of Revenue [Line Items]
Total revenue	$ 185,360	$ 164,957
Product Revenue
Disaggregation of Revenue [Line Items]
Total revenue	182,573	163,133
Product Revenue \| United States
Disaggregation of Revenue [Line Items]
Total revenue	181,838	162,742
Product Revenue \| All Other
Disaggregation of Revenue [Line Items]
Total revenue	735	391
Service Revenue
Disaggregation of Revenue [Line Items]
Total revenue	2,787	1,824
Service Revenue \| United States
Disaggregation of Revenue [Line Items]
Total revenue	$ 2,787	1,781
Service Revenue \| All Other
Disaggregation of Revenue [Line Items]
Total revenue		$ 43

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

- 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

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 924
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479941/924-10-S99-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 30
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-30

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 42
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-42

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 40
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-40

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 41
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-41

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-4

+ Details

Capitalized Software, Net - Additional Information (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Research and Development [Abstract]
Amortization expense	$ 2.2	$ 1.0

Net Loss Per Common Share

12 Months Ended

Dec. 31, 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:


	Year Ended December 31,
(in thousands, except share and per share data)	2023		2022
Net income (loss) per common share
Numerator:
Net income (loss) attributable to biote Corp. stockholders (basic and diluted)	$	3,316	$	(969	)
Denominator:
Weighted average shares outstanding—basic		25,709,343		8,059,371
Effect of dilutive securities		—		—

Weighted average shares outstanding—diluted		25,709,343		8,059,371
Net income (loss) per common share
Basic	$	0.13	$	(0.12	)
Diluted	$	0.13	$	(0.12	)

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 year ended December 31, 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 the period from the Closing Date through December 31, 2022. 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 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 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:


	Year Ended December 31,
	2023		2022
RSUs		414,566		1,622,840
Stock Options		8,141,716		5,042,628
Class V Voting Stock		28,819,066		48,565,824
Public Warrants		—		7,937,466
Private Placement Warrants		—		5,566,666
Earnout Voting Shares		10,000,000		10,000,000
Sponsor Earnout Shares		1,587,500		1,587,500

		48,962,848		80,322,924

Subsequent Events - Additional Information (Details) - Subsequent Event - USD ($)	Jan. 02, 2024	Mar. 11, 2024	Jan. 24, 2024
Class A Common Stock
Subsequent Event [Line Items]
Repurchased shares		502,318
Repurchased shares value		$ 2,700,000
Class A Common Stock \| Maximum
Subsequent Event [Line Items]
Share repurchase program authorized amount			$ 20,000,000
Simpatra, LLC
Subsequent Event [Line Items]
Asset acquisition, date of acquisition agreement	Jan. 02, 2024
Purchase of certain intellectual property	$ 500,000
F.H. Investments Inc
Subsequent Event [Line Items]
Asset acquisition, date of acquisition agreement	Jan. 17, 2024

Fair Value Measurements - Summary of Significant Inputs Used to Measure the Fair Value of Level 3 Earnout Liability (Details) $ in Thousands	12 Months Ended
	Dec. 31, 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	13,853
Settlement	(6,586)
Fair value as of December 31, 2023	41,100
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	8,990
Fair value as of December 31, 2023	$ 41,100

Description of Business and Basis of Presentation

12 Months Ended

Dec. 31, 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 consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). The 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 consolidated financial statements separate from the parent entity’s equity. The net income attributable to noncontrolling interest is included in net income in the consolidated statements of income (loss) and comprehensive income (loss).

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 was organized in an umbrella partnership - C corporation

(“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.

Revenue Recognition - Schedule of Revenues Recognized for Each Revenue Stream (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Disaggregation of Revenue [Line Items]
Total revenue	$ 185,360	$ 164,957
Pellet Procedures Product Revenue
Disaggregation of Revenue [Line Items]
Total revenue	140,991	128,952
Dietary Supplements
Disaggregation of Revenue [Line Items]
Total revenue	38,090	32,412
Disposable Trocars Product Revenue
Disaggregation of Revenue [Line Items]
Total revenue	3,320	1,698
Shipping Fees Product Revenue
Disaggregation of Revenue [Line Items]
Total revenue	172	71
Product Revenue
Disaggregation of Revenue [Line Items]
Total revenue	182,573	163,133
Training Service Revenue
Disaggregation of Revenue [Line Items]
Total revenue	1,170	973
Contract-Term Services Revenue
Disaggregation of Revenue [Line Items]
Total revenue	920	851
Other Service Revenue
Disaggregation of Revenue [Line Items]
Total revenue	697
Service Revenue
Disaggregation of Revenue [Line Items]
Total revenue	$ 2,787	$ 1,824

Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Millions				12 Months Ended
	Feb. 13, 2024	Nov. 02, 2023	Jun. 23, 2022	Dec. 31, 2023
Loss Contingencies [Line Items]
Loss contingency, lawsuit filing date				June 23, 2022
Loss contingency, name of plaintiff			Donovitz
Loss contingency, name of defendant			Haymaker Sponsor, LLC
Subsequent Event
Loss Contingencies [Line Items]
Repurchase of stock upon settlement agreement	$ 76.9
Judicial Ruling
Loss Contingencies [Line Items]
Loss contingency attorney's fees awarded		$ 4.7
Loss contingency future fees awarded		$ 0.2

Warrant Liability - Additional Information (Details) - USD ($)			12 Months Ended
	Jun. 08, 2023	May 09, 2023	Dec. 31, 2023	Dec. 31, 2022
Class of Warrant or Right [Line Items]
Exercise price of warrants or rights outstanding		$ 11.5
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%
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 the Company 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.
Haymaker III
Class of Warrant or Right [Line Items]
Exercise price of warrants or rights outstanding			$ 11.5
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	$ 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			$ 1.5
Stock issued during period value issued for services			$ 350,000,000
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
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			$ 0.1
Share Price			$ 10
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
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
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			$ 9.2
Share redemption trigger price			$ 9.2
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 \| 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			$ 11.5
Class A Common Stock \| Warrant
Class of Warrant or Right [Line Items]
Class of warrant converted into common stock percentage higher of market value	3088473.00%
Conversion of stock, common stock values	$ 17,500,000

Net Loss Per Common Share - Schedule of Computation of Net Loss Per Common Share (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Numerator:
Net income (loss) attributable to biote Corp. stockholders (basic)	$ 3,316	$ (969)
Net income (loss) attributable to biote Corp. stockholders (diluted)	$ 3,316	$ (969)
Denominator:
Weighted average shares outstanding (basic)	25,709,343	8,059,371
Weighted average shares outstanding (diluted)	25,709,343	8,059,371
Net income (loss) per common share
Basic	$ 0.13	$ (0.12)
Diluted	$ 0.13	$ (0.12)

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-3

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482635/260-10-55-15

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (e)(4)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480175/815-40-65-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480175/815-40-65-1

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-11

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
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-Name Accounting Standards Codification
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-Paragraph 11
-Subparagraph (b)
-Publisher FASB
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482689/260-10-45-2

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
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-Paragraph 60B
-Subparagraph (d)
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147483443/250-10-50-4

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

- Definition

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-3

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

- Definition

Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities; of income (loss) available to common shareholders.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

- Definition

Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities, and addition from assumption of issuance of common shares for dilutive potential common shares; of income (loss) available to common shareholders.

+ References + Details

Long-Term Debt - Schedule of Outstanding Debt (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Debt Disclosure [Abstract]
Term loan	$ 115,625	$ 121,875
Less: Current portion	(6,250)	(6,250)
Team loan non-current portion gross	109,375	115,625
Less: unamortized deferred financing costs	(2,745)	(3,539)
Term loan, net of current portion	$ 106,630	$ 112,086

Inventory, Net

12 Months Ended

Dec. 31, 2023

Inventory Disclosure [Abstract]

Inventory, Net

5.	INVENTORY, NET

The components of inventory, net were as follows:


	December 31,
(in thousands)	2023			2022
Product inventory—Pellets	$	7,200		$	6,213
Less: Obsolete and expired pellet allowance		(1,272	)		(1,298	)

Pellet inventory, net		5,928			4,915

Product inventory—Dietary supplements		11,394			6,283
Less: Obsolete and expired dietary supplement allowance		(15	)		(15	)

Dietary supplement inventory, net		11,379			6,268

Inventory, net	$	17,307		$	11,183

Long-Term Debt (Tables)

12 Months Ended

Dec. 31, 2023

Debt Disclosure [Abstract]

Schedule of Outstanding Debt

Long-term debt was as follows:


	December 31,
(in thousands)	2023			2022
Term loan	$	115,625		$	121,875
Less: Current portion	$	(6,250	)		(6,250	)

	$	109,375		$	115,625
Less: Unamortized debt issuance costs	$	(2,745	)		(3,539	)

Term loan, net of current portion	$	106,630		$	112,086

Schedule of Future Maturities of Long-term Debt

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


Year Ended December 31,	(in thousands)
2024		6,250
2025		6,250
2026		6,250
2027		96,875

	$	115,625

Property and Equipment, Net (Tables)

12 Months Ended

Dec. 31, 2023

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment, Net

Property and equipment, net consisted of the following:


	December 31,
(in thousands)	2023			2022
Trocars	$	4,644		$	4,645
Leasehold improvements		1,506			1,028
Office equipment		253			238
Computer software		140			140
Furniture and fixtures		181			161
Computer equipment		108			102

Property and equipment		6,832			6,314
Less: Accumulated depreciation		(5,614	)		(4,810	)

Property and equipment, net	$	1,218		$	1,504

Revenue Recognition - Summary of Significant Changes in Contract Liability Balances (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Deferred Revenue
Disaggregation of Revenue [Line Items]
Revenue recognized that was included in the contract liability balance at the beginning of the period	$ (1,972)	$ (1,710)
Increases due to cash received, excluding amounts recognized as revenue during the period	1,961	1,342
Transfers between current and non-current liabilities due to the expected revenue recognition period	464	460
Total increase(decrease) in contract liabilities:	(453)	92
Deferred Revenue, Long-term
Disaggregation of Revenue [Line Items]
Increases due to cash received, excluding amounts recognized as revenue during the period	1,116	760
Transfers between current and non-current liabilities due to the expected revenue recognition period	(464)	(460)
Total increase(decrease) in contract liabilities:	$ (652)	$ 300

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

Accrued Expenses (Tables)

12 Months Ended

Dec. 31, 2023

Payables and Accruals [Abstract]

Schedule of Accrued Expenses

Accrued expenses consist of the following:


	December 31,
(in thousands)	2023		2022
Accrued professional fees	$	561	$	354
Accrued employee-related costs		6,068		4,221
Income tax payable		17		1,050
Other		1,851		649

Accrued expenses	$	8,497	$	6,274

Earnout Liability

12 Months Ended

Dec. 31, 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 classified the earnout shares as a liability in its 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 consolidated statements of income (loss) and comprehensive income (loss). See Note 12 for further detail.

Fair Value Measurements - Schedule of Financial Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Schedule Of Changes In The Fair Value Of Warrant Liabilities [Line Items]
Liability	$ 41,100	$ 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	41,100	32,110
Earnout Liability \| Level 3
Schedule Of Changes In The Fair Value Of Warrant Liabilities [Line Items]
Liability	$ 41,100	$ 32,110

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) $ in Thousands	Total	Class V Common Stock	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	(12,886)					(9,575)		(9,575)	$ (3,311)
Net income (loss)	9,143					9,143		9,143
Other comprehensive income (loss)	1						1	1
Business Combination: Capitalized transaction costs	(12,282)					(12,282)		(12,282)
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)	1,324
Share-based compensation	82,180					82,180		82,180
Settlement of phantom equity rights	(7,250)					(7,250)		(7,250)
Vesting of RSUs	(424)					(424)		(424)
Vesting of RSUs, shares				1,950,557
Issuance of shares under SEPA	561					561		561
Issuance of shares under SEPA, shares				130,559
Ending balance at Dec. 31, 2022	(58,274)			$ 1	$ 5	(44,460)	(5)	(44,459)	(13,815)
Ending balance, shares at Dec. 31, 2022				9,655,387	48,565,824
Business Combination: Reverse recapitalization on May 26, 2022	(113,622)			$ 1	$ 5	(113,628)		(113,622)
Business Combination: Reverse recapitalization on May 26, 2022, shares			(982,800)	7,574,271	48,565,824
Business Combination: Noncontrolling interest on May 26, 2022						3,619	34	3,653	(3,653)
Net income (loss)	(7,819)					(969)		(969)	(6,850)
Other comprehensive income (loss)	(1)								(1)
Ending balance at Dec. 31, 2022	(58,274)			$ 1	$ 5	(44,460)	(5)	(44,459)	(13,815)
Ending balance, shares at Dec. 31, 2022				9,655,387	48,565,824
Distributions	(8,694)								(8,694)
Net income (loss)	(2,805)					3,316		3,316	(6,121)
Other comprehensive income (loss)	19						9	9	10
Share-based compensation	9,057					9,057		9,057
Vesting of RSUs						(3,928)	(6)	(3,934)	3,934
Vesting of RSUs, shares				1,250,512
Issuance of shares under SEPA, shares		48,565,824
Issuance of stock under purchase plans	144					(23)		(23)	167
Issuance of stock under purchase plans, shares				33,704
Settlement of warrants	17,515					15,986	(1)	15,985	1,530
Settlement of warrants, Shares				3,088,473
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 Voting Stock Value	(1)			$ 2	$ (2)	(17,455)	(6)	(17,461)	17,460
Exchanges of Class V voting stock, shares				19,746,758	(19,746,758)
TRA liability	4,874					4,874		4,874
Ending balance at Dec. 31, 2023	$ (36,546)			$ 3	$ 3	$ (29,391)	$ (12)	$ (29,397)	$ (7,149)
Ending balance, shares at Dec. 31, 2023				34,254,883	28,819,066

Earnout Liability - Additional Information (Details) - Business Combination	12 Months Ended
	Dec. 31, 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
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	$ 17.5
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	$ 12.5
Common stock transfers threshold trading days	20 days
Number of consecutive trading days for determining the share price	30 days

Summary of Significant Accounting Policies - Summary of Total Other Current Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Prepaid Expense and Other Assets, Current [Abstract]
Prepaid expenses	$ 3,914	$ 2,939
Advances	3,638	877
Income tax recievable	1,365
Other assets	308
Total other current assets	$ 9,225	$ 3,816

Inventory, Net (Tables)

12 Months Ended

Dec. 31, 2023

Inventory Disclosure [Abstract]

Schedule of Inventory, Net

The components of inventory, net were as follows:


	December 31,
(in thousands)	2023			2022
Product inventory—Pellets	$	7,200		$	6,213
Less: Obsolete and expired pellet allowance		(1,272	)		(1,298	)

Pellet inventory, net		5,928			4,915

Product inventory—Dietary supplements		11,394			6,283
Less: Obsolete and expired dietary supplement allowance		(15	)		(15	)

Dietary supplement inventory, net		11,379			6,268

Inventory, net	$	17,307		$	11,183

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

Summary of Rollforward of the Allowance for Doubtful Accounts

The following table presents a rollforward of the allowance for doubtful accounts:


	(in thousands)
As of December 31, 2021	$	(1,406	)
Provisions charged to operating results		155
Account write-off and recoveries		277

As of December 31, 2022	$	(974	)

As of December 31, 2022	$	(974	)
Provisions charged to operating results		(663	)
Account write-off and recoveries		758

As of December 31, 2023	$	(879	)

Summary of Total Other Current Assets

Total other current assets consisted of the following:


	December 31,
(in thousands)	2023		2022
Prepaid expenses	$	3,914	$	2,939
Advances		3,638		877
Income tax receivable		1,365		—
Other assets		308		—

Total other current assets	$	9,225	$	3,816

Summary of Estimated Useful Lives of Property and Equipment

The estimated useful lives of property and equipment are as follows:


Trocars		5
Leasehold improvements		Shorter of lease term or useful life of the improvement
Computer software		3-5
Furniture and fixtures		5-7
Computer equipment		3-5

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates—

In the opinion of the Company, the accompanying consolidated financial statements

contain

Reclassification

Fair Value Measurements

—The guidance in FASB ASC 820,

Fair Value Measurements and Disclosures

Level

– 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

- 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

Cash

Accounts Receivable and Allowance for Doubtful Accounts


	(in thousands)
As of December 31, 2021	$	(1,406	)
Provisions charged to operating results		155
Account write-off and recoveries		277

As of December 31, 2022	$	(974	)

As of December 31, 2022	$	(974	)
Provisions charged to operating results		(663	)
Account write-off and recoveries		758

As of December 31, 2023	$	(879	)

Inventory

—Inventory is carried at the lower of cost or net realizable value using the

first-in,

first-out

Other Current Assets

—Total other current assets consisted of the following:


	December 31,
(in thousands)	2023		2022
Prepaid expenses	$	3,914	$	2,939
Advances		3,638		877
Income tax receivable		1,365		—
Other assets		308		—

Total other current assets	$	9,225	$	3,816

Property and Equipment, Net


Trocars		5
Leasehold improvements		Shorter of lease term or useful life of the improvement
Computer software		3-5
Furniture and fixtures		5-7
Computer equipment		3-5

See Note 6 for further details.

Capitalized Software, Net

three

to five years. Capitalized software is included within capitalized software, net on the consolidated balance sheet. See Note 7 for further details.

Impairment of Long-Lived Assets

Leases

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 December 31, 2023 and 2022, the Company did not have any financing leases.

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

tax-planning

The Company records uncertain tax positions in accordance with ASC 740 on the basis of a

two-step

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.

Interest and penalties related to unrecognized tax benefits are included in income tax expense on the consolidated statements of income (loss) and comprehensive income (loss).

As of December 31, 2023 and 2022, no accrued interest or penalties are included in the consolidated balance sheets.

Debt Issuance Costs

Warrant Liabilities

Distinguishing Liabilities from Equity

(“ASC 480”) and ASC 815,

Derivatives and Hedging

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

non-cash

gain or loss in the statements of income and comprehensive income. See Note 10 for further detail.

Earnout Liability

assumptions

used in the valuation include the Company’s stock price, volatility and the drift rate. See Note 11 for further detail.

Standby Equity Purchase Agreement

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

three

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

—Pursuant to the Business Combination, as described in Note 3, the Company is organized in an

Up-C

Revenue Recognition

—The Company accounts for revenue in accordance with FASB, ASU

No. 2014-09,

Revenue from Contracts with Customers

The following is a description of the principal contract activities, disaggregated by the contract type, from which the Company generates its revenue.

The Biote Method

one-year

periods.

non-lease

The Company recognizes revenue for initial training over time as the customer completes the training. Training sessions generally occur over the course of

2-3

Dietary Supplements

Disposable Trocars

Revenue disaggregated by the nature of the product or service and by geography is included within Note 4: Revenue Recognition.

The Company has also elected the practical expedient in ASC 606 to not disclose consideration allocated to contracts with an original term of one year or less, which includes contracts for

point-in-time

Contract Assets and Liabilities

A reconciliation of the beginning and ending contract liabilities is included within Note 4: Revenue Recognition.

Cost of Revenue

co-packers,

and the shipping and handling costs incurred to deliver these products to the customers.

Advertising

Selling, General, and Administrative

Defined Contribution Retirement Plan—

non-elective

contribution to the 401(k) Plan equal to 3% of each participant’s eligible compensation. Safe harbor contributions vest immediately for each participant.

The Company made safe harbor contributions under the 401(k) Plan of $0.8 million and $0.9 million for the years ended December 31, 2023 and 2022, respectively. Safe harbor

contributions

are presented within selling, general and administrative expense in the consolidated statements of income (loss) and comprehensive income (loss).

Share-Based Compensation

Compensation – Stock Compensation

Commissions

Concentrations

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

In June 2016, the FASB issued ASU

2016-13,

Measurement of Credit Losses on Financial Instruments

(“ASU

2016-13”).

2019-04,

ASU

2019-05

and ASU

2019-11

to provide additional guidance on the credit losses standard. ASU

2016-13

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

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	11.5
Risk-free Rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding measurement input	4
Volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding measurement input	42.2
Term (in years)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding term	4 years 4 months 24 days

Revenue Recognition (Tables)

12 Months Ended

Dec. 31, 2023

Revenue from Contract with Customer [Abstract]

Schedule of Revenues Recognized

Revenue recognized for each revenue stream was as follows:


	Year Ended December 31,
(in thousands)	2023		2022
Pellet procedures	$	140,991	$	128,952
Dietary supplements		38,090		32,412
Disposable trocars		3,320		1,698
Shipping fees		172		71

Product revenue		182,573		163,133
Training		1,170		973
Contract-term services		920		851
Other		697		—

Service revenue		2,787		1,824

Total revenue	$	185,360	$	164,957

Revenue recognized by geographic region was as follows:


	Year Ended December 31,
(in thousands)	2023		2022
United States	$	181,838	$	162,742
All other		735		391

Product revenue		182,573		163,133

United States		2,787		1,781
All other		—		43

Service revenue		2,787		1,824

Total revenue	$	185,360	$	164,957

Summary of Significant Changes in Contract Liability Balances

Significant changes in contract liability balances were as follows:


	December 31,
	2023						2022
Description of change (in thousands)	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	$	(1,972	)	$	—		$	(1,710	)	$	—
Increases due to cash received, excluding amounts recognized as revenue during the period		1,961			1,116			1,342			760
Transfers between current and non-current liabilities due to the expected revenue recognition period		464			(464	)		460			(460	)

Total increase in contract liabilities	$	453		$	652		$	92		$	300

Summary of Consideration Allocated to Performance Obligations

Consideration allocated to performance obligations are as follows:


	December 31,
(in thousands)	2023		2022
Unsatisfied training obligations—Current	$	151	$	104

Unsatisfied contract-term services—Current		1,583		1,028
Unsatisfied contract-term services—Long-term		935		627

Total allocated to unsatisfied contract-term services		2,518		1,655

Unsatisfied pellet procedures—Current		940		833
Unsatisfied pellet procedures—Long-term		387		299

Total allocated to unsatisfied pellet procedures		1,327		1,132

Unsatisfied dietary supplements—Current		328		—

Total deferred revenue—Current	$	3,002	$	1,965

Total deferred revenue—Long-term	$	1,322	$	926

Leases

12 Months Ended

Dec. 31, 2023

Leases [Abstract]

Leases

15.

LEASES

On July 1, 2014, BioTE Medical 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 would be available for use in December of 2023, which would be included in monthly rent payments at this date accordingly.

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


	Year Ended December 31,
	2023		2022
Fixed lease expense	$	429	$	278

Total lease cost	$	429	$	278

Other information:
Cash paid for amounts included in the measurement of lease liabilities	$	324	$	257
Right-of-use assets obtained in exchange for new operating lease liabilities	$	324	$	1,936

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:


	December 31,
(in thousands)	2023			2022
Lease assets
Operating lease right-of-use assets	$	1,877		$	2,052

Total lease assets	$	1,877		$	2,052

Lease liabilities
Current:
Operating lease liabilities	$	311		$	165
Non-current:
Operating lease liabilities		1,680			1,927

Total lease liabilities	$	1,991		$	2,092

Weighted-average remaining lease term—operating leases (years)		4.92			5.92
Weighted-average discount rate—operating leases		8.31	%		8.48	%

The following table summarizes the payments by date for the Company’s operating lease, which is then reconciled to the Company’s total lease obligation:


As of December 31,	(in thousands)
2024		462
2025		478
2026		494
2027		511
2028		484
Thereafter		—

Total lease payments		2,429
Less: Interest		(438	)

Present value of lease liabilities	$	1,991

Share-Based Compensation

12 Months Ended

Dec. 31, 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 in 2022 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 $50.0 million of share-based compensation expense was recognized at Closing related to the incentive units. As of December 31, 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 as of the Closing Date, 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 $4.3 million 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 $7.3 million.

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 year ended December 31, 2023:


	Shares			Weighted-Average Grant-Date Fair Value
RSUs outstanding at December 31, 2021		3,887,750		$	8.85
Granted		85,040		$	4.00
Forfeited		(296,250	)	$	8.71
Vested		(2,053,700	)	$	8.24

RSUs outstanding at December 31, 2022		1,622,840		$	9.41
Granted		42,238		$	5.83
Vested		(1,250,512	)	$	9.73

RSUs outstanding at December 31, 2023		414,566		$	8.08

The Company recognized share-based compensation expense of $3.6 million and $26.6 million during the years ended December 31, 2023 and 2022, respectively, related to RSUs. As of December 31, 2023, there was $0.4 million 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 0.39 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 year ended December 31, 2023:


	Shares			Weighted- Average Exercise Price		Weighted-Average Remaining Contractual Term (Years)
Options outstanding at December 31, 2021		—		$	—		—
Granted		5,165,328		$	3.86
Exercised		(122,700	)	$	3.73

Options outstanding at December 31, 2022		5,042,628		$	3.86		9.5
Granted		4,286,005		$	5.60
Exercised		(105,049	)	$	4.00
Forfeited		(1,081,868	)	$	4.69

Options outstanding at December 31, 2023		8,141,716		$	4.66		8.9

Options exercisable at December 31, 2023		285,459		$	4.06		6.5

The Company recognized share-based compensation expense of $5.4 million and $1.2 million during the years ended December 31, 2023 and 2022, respectively, related to stock options. As of December 31, 2023, there was

$16.7 million 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 2.97 years.

The weighted-average assumptions used to estimate the fair value of stock options granted during the year ended December 31, 2023 were as follows:


Expected term (in years)	6.0
Volatility	66.4	%
Risk-free rate	3.6	%
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 $25,000 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 $0.08 million for the year ended December 31, 2023 related to the ESPP. As of December 31, 2023, 33,704 shares had been purchased under the ESPP.

Leases - Summary of Payments by Date for Operating Lease (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Lessee, Operating Lease, Liability, to be Paid, Fiscal Year Maturity [Abstract]
2024	$ 462
2025	478
2026	494
2027	511
2028	484
Total lease payments	2,429
Less: Interest	(438)
Present value of lease liabilities	$ 1,991	$ 2,092

Leases - Summary of Operating Lease Costs Recognized under ASC 842 and Supplemental Cash Flow Information for Leases (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Leases [Abstract]
Fixed lease expense	$ 429	$ 278
Total lease cost	429	278
Other information:
Cash paid for amounts included in the measurement of lease liabilities	324	257
Right-of-use assets obtained in exchange for new operating lease liabilities	$ 324	$ 1,936

Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Deferred tax assets:
Outside basis difference in partnership	$ 23,974	$ 1,173
Net operating loss carryforwards	528	164
Intangibles	910	978
Total deferred tax assets	25,412	2,315
Valuation allowance	(528)	(477)
Deferred tax assets, net of allowance	$ 24,884	$ 1,838

Share-Based Compensation - Summary of Weighted-Average Assumptions used to Estimate Fair Value of Stock Options Granted (Details) - 2022 Equity Incentive Plan	12 Months Ended
	Dec. 31, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected term (in years)	6 years
Volatility	66.40%
Risk-free rate	3.60%
Dividend yield	0.00%

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 35
-Paragraph 1D
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480483/718-10-35-1D

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 35
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480483/718-10-35-3

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)(1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)(2)
-Publisher FASB
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)(3)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(i)
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
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-Subparagraph (c)(1)(ii)
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iii)
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iv)
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iv)(01)
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-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iv)(02)
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iv)(03)
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-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iv)(04)
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-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(2)(i)
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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-Section 50
-Paragraph 2
-Subparagraph (c)(2)(ii)
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
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Reference 19: http://www.xbrl.org/2003/role/disclosureRef
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Reference 27: http://www.xbrl.org/2003/role/disclosureRef
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Reference 28: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
-Paragraph 2
-Subparagraph (f)(2)(v)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

+ Details

Cover	12 Months Ended
Cover	Dec. 31, 2023
Document Information [Line Items]
Document Type	POS AM
Amendment Flag	false
Entity Registrant Name	biote Corp.
Entity Central Index Key	0001819253
Entity Filer Category	Accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
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
Entity Primary SIC Number	2833
Business Contact [Member]
Document Information [Line Items]
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	312
Local Phone Number	212-8079
Contact Personnel Name	Teresa S. Weber

Net Loss Per Common Share (Tables)

12 Months Ended

Dec. 31, 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:


	Year Ended December 31,
(in thousands, except share and per share data)	2023		2022
Net income (loss) per common share
Numerator:
Net income (loss) attributable to biote Corp. stockholders (basic and diluted)	$	3,316	$	(969	)
Denominator:
Weighted average shares outstanding—basic		25,709,343		8,059,371
Effect of dilutive securities		—		—

Weighted average shares outstanding—diluted		25,709,343		8,059,371
Net income (loss) per common share
Basic	$	0.13	$	(0.12	)
Diluted	$	0.13	$	(0.12	)

Schedule of Computation of Diluted Weighted Average Shares Outstanding


	Year Ended December 31,
	2023		2022
RSUs		414,566		1,622,840
Stock Options		8,141,716		5,042,628
Class V Voting Stock		28,819,066		48,565,824
Public Warrants		—		7,937,466
Private Placement Warrants		—		5,566,666
Earnout Voting Shares		10,000,000		10,000,000
Sponsor Earnout Shares		1,587,500		1,587,500

		48,962,848		80,322,924

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 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	35,842,383	11,242,887
Common stock, shares outstanding	34,254,883	9,655,387
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	38,819,066	58,565,824
Common stock, shares outstanding	28,819,066	48,565,824

Business Combination - Additional Information (Details) - USD ($)		12 Months Ended
	Dec. 13, 2021	Dec. 31, 2023	Dec. 31, 2022	May 26, 2022	Dec. 31, 2021
Business Acquisition [Line Items]
Liability recorded related to tax receivable agreement		$ 18,894,000
Deferred tax asset		$ 24,884,000	$ 1,838,000
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.
Liability recorded related to tax receivable agreement		$ 18,900,000
Deferred tax asset		$ 23,800,000
Class A (Voting)
Business Acquisition [Line Items]
Common units voting rights percentage		100.00%
Debt Commitment Letter \| Haymaker III \| Senior Secured Revolving Credit Facility
Business Acquisition [Line Items]
Line of credit facility, maximum borrowing capacity				$ 50,000,000
Debt Commitment Letter \| Haymaker III \| Senior Secured Term Loan A Facility
Business Acquisition [Line Items]
Debt face amount				$ 125,000,000
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

CONSOLIDATED STATEMENTS OF INCOME (LOSS) AND COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Revenue
Total revenue	$ 185,360	$ 164,957
Cost of revenue
Cost of revenue	57,877	54,575
Selling, general, and administrative	98,826	171,104
Income (loss) from operations	28,657	(60,722)
Other income (expense) net :
Interest expense, net	(6,363)	(4,047)
Gain (loss) from change in fair value of warrant liability	(13,411)	5,127
Gain (loss) from change in fair value of earnout liability	(8,990)	61,770
Loss from extinguishment of debt		(445)
Other income (expense)	(16)	29
Total other income (expense), net	(28,780)	62,434
Income (loss) before provision for income taxes	(123)	1,712
Income tax expense	2,682	388
Net income (loss)	(2,805)	1,324
Less: Net income (loss) attributable to noncontrolling interest	(6,121)	2,293
Net income (loss) attributable to biote Corp. stockholders	3,316	(969)
Other comprehensive income (loss):
Foreign currency translation adjustments	8	(1)
Other comprehensive income (loss)	8	(1)
Comprehensive income (loss)	$ (2,797)	$ 1,323
Net income (loss) per common share
Basic	$ 0.13	$ (0.12)
Diluted	$ 0.13	$ (0.12)
Weighted average common shares outstanding
Basic	25,709,343	8,059,371
Diluted	25,709,343	8,059,371
Product Revenue
Revenue
Total revenue	$ 182,573	$ 163,133
Cost of revenue
Cost of revenue	54,246	51,990
Service Revenue
Revenue
Total revenue	2,787	1,824
Cost of revenue
Cost of revenue	$ 3,631	$ 2,585

Income Taxes - Additional Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Valuation Allowance [Line Items]
Uncertain tax positions	$ 0	$ 0
Income tax examination description	There are currently no pending tax examinations. The Company’s tax years are still open under statute from December 31, 2020, to the present.
Foreign
Valuation Allowance [Line Items]
Net operating losses	$ 1,800,000
Net operating losses, expiration year	2032

Property and Equipment, Net - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 6,832	$ 6,314
Less: Accumulated depreciation	(5,614)	(4,810)
Property and equipment, net	1,218	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	1,506	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	181	161
Computer Equipment
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 108	$ 102

Leases - Summary Balance Sheet Classification of Operating Leases and Weighted Average Remaining Lease Term and Discount Rate (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Lease Assets
Operating lease right-of-use assets	$ 1,877	$ 2,052
Total lease assets	1,877	2,052
Lease Liabilities
Operating lease liabilities, current	311	165
Operating lease liabilities, net of current portion	1,680	1,927
Total lease liabilities	$ 1,991	$ 2,092
Weighted-average remaining lease term --- operating leases (years)	4 years 11 months 1 day	5 years 11 months 1 day
Weighted-average discount rate --- operating leases	8.31%	8.48%

Property and Equipment, Net

12 Months Ended

Dec. 31, 2023

Property, Plant and Equipment [Abstract]

Property and Equipment, Net

6.	PROPERTY AND EQUIPMENT, NET

Property and equipment, net consisted of the following:


	December 31,
(in thousands)	2023			2022
Trocars	$	4,644		$	4,645
Leasehold improvements		1,506			1,028
Office equipment		253			238
Computer software		140			140
Furniture and fixtures		181			161
Computer equipment		108			102

Property and equipment		6,832			6,314
Less: Accumulated depreciation		(5,614	)		(4,810	)

Property and equipment, net	$	1,218		$	1,504

Total depreciation expense related to property and equipment was $0.8 million and $1.2 million for the years ended December 31, 2023 and 2022, respectively. Total depreciation expense was included in Selling, general and administrative expense in the consolidated statements of income (loss) and comprehensive income (loss). 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.

Capitalized Software, Net - Summary of Capitalized Software, Net (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Research and Development [Abstract]
Website costs	$ 6,653	$ 4,142
Development in process	2,856	3,277
Less: Accumulated amortization	(4,536)	(2,346)
Capitalized software, net	$ 4,973	$ 5,073

Share-Based Compensation - Summary of Restricted Stock Unit Activity (Details) - RSUs - 2022 Equity Incentive Plan - $ / shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares, RSUs Outstanding, Beginning balance	1,622,840	3,887,750
Shares, Granted	42,238	85,040
Shares, Forfeited		(296,250)
Shares, Vested	(1,250,512)	(2,053,700)
Shares, RSUs Outstanding, Ending balance	414,566	1,622,840
Weighted-Average Grant-Date Fair Value, RSUs Outstanding, Beginning balance	$ 9.41	$ 8.85
Weighted-Average Grant-Date Fair Value, Granted	5.83	4
Weighted-Average Grant-Date Fair Value, Forfeited		8.71
Weighted-Average Grant-Date Fair Value, Vested	9.73	8.24
Weighted-Average Grant-Date Fair Value, RSUs Outstanding, Ending balance	$ 8.08	$ 9.41

Warrant Liability

12 Months Ended

Dec. 31, 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 of the Company, at an exercise price of $11.50 per share (the “Warrants”), the opportunity to receive 0.23 shares of Class A 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 Public Warrants and, solely with respect to any amendment to the terms of 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 Class A 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 Class A 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 Class A 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 $17.5 million. No Warrants remain outstanding following such exchange.

Public Warrants

Each whole Public Warrant is 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 have been 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 was not 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 be 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 satisfied 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 the Company 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 the Company 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 the Company 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 consolidated balance sheet. Any changes in fair value were recorded in the changes in fair value of warrants line of the consolidated statements of income (loss) and comprehensive income (loss). 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 $350.0 million 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 were 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 were 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 were held by holders other than the Sponsor or its permitted transferees, the Private Placement

Warrants would 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 elected 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 accounted 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 did not meet the criteria for equity treatment thereunder, each warrant was recorded as a liability.

The warrant liabilities were subject to

re-measurement

at each balance sheet date. With each such

re-measurement,

the warrant liabilities were adjusted to current fair value, with the change in fair value recognized in the Company’s consolidated statements of income (loss) and comprehensive income (loss). The Company reassessed the classification at each balance sheet date. If the classification changed as a result of events during the period, the warrants would have been reclassified as of the date of the event that caused the reclassification. No such events requiring a change in classification of the warrants had occurred through December 31, 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 were recorded in the changes in fair value of warrants line of the consolidated statements of income (loss) and comprehensive income (loss). Please see Note 12 for further detail.

Long-Term Debt - Schedule of Future Maturities of Long-term Debt (Details) $ in Thousands	Dec. 31, 2023 USD ($)
Debt Disclosure [Abstract]
2024	$ 6,250
2025	6,250
2026	6,250
2027	96,875
Long-term debt	$ 115,625

- Definition

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

+ References + Details

Fair Value Measurements - Summary of Significant Inputs to Monte Carlo Simulation for Fair Value of Earnout Liability (Details) - Level 3 Earnout Liability	Dec. 31, 2023 $ / shares	Dec. 31, 2022 $ / shares
Stock Price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Sale of stock price per share	$ 4.94	$ 3.73
Risk-free Rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding measurement input	4	4.1
Volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding measurement input	65	70
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

Subsequent Events

12 Months Ended

Dec. 31, 2023

Subsequent Events [Abstract]

Subsequent Events

20.	SUBSEQUENT EVENTS

The Company evaluated subsequent events from December 31, 2023, the date of these consolidated financial statements, through March 15, 2024, which represents the date the consolidated financial statements were issued, for events requiring adjustment to or disclosure in these consolidated financial statements.

Acquisitions

On January 2, 2024, BioTE Medical, LLC executed an asset purchases agreement with Simpatra, LLC for a purchase price totaling $4.5 million for the purchase of certain intellectual property and intellectual property rights.

On January 17, 2024, BioTE Medical LLC entered into a definitive purchase agreement with F.H. Investments Inc. (“Asteria Health”) a privately held 503B manufacturer of compounded bioidentical hormones. The Company expects to close in early 2024.

Share Repurchase Program

On January 24, 2024, the Company’s Board of Directors approved a share repurchase program authorizing the repurchase of up to $20.0 million its outstanding Class A common stock. The program grants management the authority to repurchase the Company’s Class A common stock in the open market, in privately negotiated transactions or by other means in accordance with applicable state and federal securities laws. The timing of any repurchases under the share repurchase program is at the discretion of management and depends on a variety of factors, including market conditions, contractual limitations and other considerations. The share repurchase program may be expanded, modified, suspended or discontinued at any time, and does not obligate the Company to repurchase any dollar amount or number of shares. As of March 11, 2024, the Company repurchased 502,318 shares of its outstanding Class A common stock totaling $2.7 million.

Related-Party Transactions - Additional Information (Details) - USD ($)		12 Months Ended
	May 18, 2022	Dec. 31, 2023	Dec. 31, 2022
Independent Contractor Agreement and New Independent Contractor Agreement
Related Party Transaction [Line Items]
Compensation paid			$ 200,000
Firm
Related Party Transaction [Line Items]
Fees paid		$ 0	30,000.00
Firm \| Related Party
Related Party Transaction [Line Items]
Amount due		0	0
Employee
Related Party Transaction [Line Items]
Compensation paid		0	100,000
Revenue recognized			500,000
Due from customer		0	0
Employee \| Related Party
Related Party Transaction [Line Items]
Amount due		0	0
Spouse of Founder, Chairman, and Beneficial Owner \| Related Party
Related Party Transaction [Line Items]
Amount due		0	0
Vendor
Related Party Transaction [Line Items]
Inventory purchases		1,400,000	1,300,000
Vendor \| Related Party
Related Party Transaction [Line Items]
Amount due		100,000	200,000
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]
Compensation paid		0
Agreement term	4 years
Annual fees per year	$ 300,000
Mr. Andy Thacker \| Independent Contractor Agreement and New Independent Contractor Agreement
Related Party Transaction [Line Items]
Compensation paid		$ 100,000	$ 100,000

Leases (Tables)

12 Months Ended

Dec. 31, 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:


	Year Ended December 31,
	2023		2022
Fixed lease expense	$	429	$	278

Total lease cost	$	429	$	278

Other information:
Cash paid for amounts included in the measurement of lease liabilities	$	324	$	257
Right-of-use assets obtained in exchange for new operating lease liabilities	$	324	$	1,936

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


	December 31,
(in thousands)	2023			2022
Lease assets
Operating lease right-of-use assets	$	1,877		$	2,052

Total lease assets	$	1,877		$	2,052

Lease liabilities
Current:
Operating lease liabilities	$	311		$	165
Non-current:
Operating lease liabilities		1,680			1,927

Total lease liabilities	$	1,991		$	2,092

Weighted-average remaining lease term—operating leases (years)		4.92			5.92
Weighted-average discount rate—operating leases		8.31	%		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 Company’s total lease obligation:


As of December 31,	(in thousands)
2024		462
2025		478
2026		494
2027		511
2028		484
Thereafter		—

Total lease payments		2,429
Less: Interest		(438	)

Present value of lease liabilities	$	1,991

Net Loss Per Common Share - Schedule of Computation of Diluted Weighted Average Shares Outstanding (Details) - shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potentially antidilutive common units outstanding	48,962,848	80,322,924
RSUs
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potentially antidilutive common units outstanding	414,566	1,622,840
Stock Options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potentially antidilutive common units outstanding	8,141,716	5,042,628
Public Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potentially antidilutive common units outstanding		7,937,466
Private Placement Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potentially antidilutive common units outstanding		5,566,666
Class V Voting Stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potentially antidilutive common units outstanding	28,819,066	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
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

Capitalized Software, Net

12 Months Ended

Dec. 31, 2023

Research and Development [Abstract]

Capitalized Software, Net

7.	CAPITALIZED SOFTWARE, NET

Capitalized software, net consists of the following:


	December 31,
(in thousands)	2023			2022
Website costs	$	6,653		$	4,142
Development in process		2,856			3,277
Less: Accumulated amortization		(4,536	)		(2,346	)

Capitalized software, net	$	4,973		$	5,073

Total amortization expense for capitalized software was $2.2 million and $1.0 million for the years ended December 31, 2023 and 2022, respectively. Total amortization expense was included in Selling, general and administrative expense in the consolidated statements of income (loss)and comprehensive income (loss).

Accrued Expenses

12 Months Ended

Dec. 31, 2023

Payables and Accruals [Abstract]

Accrued Expenses

8.	ACCRUED EXPENSES

Accrued expenses consist of the following:


	December 31,
(in thousands)	2023		2022
Accrued professional fees	$	561	$	354
Accrued employee-related costs		6,068		4,221
Income tax payable		17		1,050
Other		1,851		649

Accrued expenses	$	8,497	$	6,274

Income Taxes

12 Months Ended

Dec. 31, 2023

Income Tax Disclosure [Abstract]

Income Taxes

16.	INCOME TAXES

Income (loss) before provision for income taxes consisted of the following:


	Year Ended December 31,
(in thousands)	2023			2022
Domestic	$	300		$	2,221
Foreign		(423	)		(509	)

Income before provision for income taxes	$	(123	)	$	1,712

The income tax provision consisted of the following:


	Year Ended December 31,
(in thousands)	2023		2022
Current income tax provision (benefit):
Federal	$	1,739	$	749
State and Local		205		377
Foreign		17		5

Total current expense (benefit):		1,961		1,131
Deferred income tax provision (benefit):
Federal		711		(714	)
State and Local		10		(29	)
Foreign		—		—

Total deferred expense (benefit):		721		(743	)

Total income tax provision (benefit)	$	2,682	$	388

A reconciliation of the federal income tax rate to the Company’s effective tax rate was as follows:


	Year Ended December 31,
(in thousands)	2023			2022
Statutory federal income tax rate		(55	)		359
State taxes, net of federal benefit		179			311
Nontaxable partnership income		2,524			(707	)
Return to provision		(17	)		—
Foreign rate differential		(36	)		(46	)
Change in valuation allowance		87			471

		2,682			388

The Company’s significant rate reconciliation items are driven primarily by state taxes, permanent differences associated with Holdings’ flowthrough income and the recognition of a valuation allowance.

The Company’s net deferred tax assets (liabilities) were as follows:


	Year Ended December 31,
(in thousands)	2023			2022
Deferred tax assets:
Outside basis difference in partnership	$	23,974		$	1,173
Net operating loss carryforwards		528			164
Intangibles		910			978

Total deferred tax assets	$	25,412		$	2,315

Valuation allowance		(528	)		(477	)

Deferred tax assets, net of allowance	$	24,884		$	1,838

As of December 31, 2023, the Company had a foreign net operating loss of $1.8 million, which begins to expire in 2032.

In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax assets, projected future taxable income and tax planning strategies in making this assessment. After consideration of all the information available, management has recorded a valuation allowance against the foreign net operating losses and the portion of outside basis difference related to Holdings’ permanent book/tax differences. The calculation of the Company’s tax liabilities involves dealing with uncertainties in the application of complex tax laws and regulations for both federal taxes and the many states in which the Company operates or does business in. ASC 740 states that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, on the basis of the technical merits.

The Company records uncertain tax positions as liabilities in accordance with ASC 740 and adjusts these liabilities when the Company’s judgment changes as a result of the evaluation of new information not previously available. Because of the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially different from the Company’s current estimate of the unrecognized tax benefit liabilities. These differences will be reflected as increases or decreases to income tax expense in the period in which new information is available. As of December 31, 2023 and 2022, the Company had not recorded any uncertain tax positions in its financial statements.

The Company files tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Company is subject to examination by federal and state jurisdictions, where applicable. There are currently no pending tax examinations. The Company’s tax years are still open under statute from December 31, 2020, to the present. The resolution of tax matters is not expected to have a material effect on the Company’s consolidated financial statements.

- 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
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//740/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-14

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-21

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 270
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482526/740-270-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 17
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-17

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-2

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482603/740-30-50-2

+ Details

Inventory, Net - Schedule of Inventory, Net (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Inventory [Line Items]
Net Inventory	$ 17,307	$ 11,183
Product \| Pellets
Inventory [Line Items]
Inventory, gross	7,200	6,213
Obsolete and expired allowance	(1,272)	(1,298)
Net Inventory	5,928	4,915
Product \| Dietary Supplements
Inventory [Line Items]
Inventory, gross	11,394	6,283
Obsolete and expired allowance	(15)	(15)
Net Inventory	$ 11,379	$ 6,268

Share-Based Compensation - Additional Information (Details) - USD ($)		1 Months Ended	2 Months Ended	12 Months Ended
	May 26, 2022	Jun. 30, 2022	May 26, 2022	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Incentive Units
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Compensation expense	$ 50,000,000		$ 0
Phantom Equity Rights
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Compensation expense	4,300,000		0
Settlement of phantom equity rights	$ 7,300,000		$ 7,300,000
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				$ 3,600,000	$ 26,600,000
Unrecognized compensation expense				$ 400,000
Unrecognized compensation expense, expected to be recognized, weighted-average remaining vesting period				4 months 20 days
2022 Equity Incentive Plan \| Stock Options
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Compensation expense				$ 5,400,000	$ 1,200,000
Unrecognized compensation expense				$ 16,700,000
Unrecognized compensation expense, expected to be recognized, weighted-average remaining vesting period				2 years 11 months 19 days
2022 Employee Stock Purchase Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Compensation expense				$ 80,000.00
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	25,000
Maximum number of shares per employee during offering period	2,000
Number of shares purchase				33,704
2022 Employee Stock Purchase Plan \| Maximum
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Common stock shares reserved for future issuance	797,724		797,724
Percentage of number of shares of capital stock	1.00%		1.00%
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%
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

Related-Party Transactions

12 Months Ended

Dec. 31, 2023

Related-Party Transactions

19.	RELATED-PARTY TRANSACTIONS

The Company utilized a professional services firm to perform accounting and tax services for the Company until June 30, 2022. Trusts whose beneficiaries are the children of a partner of the firm hold shares of the Company’s Class V voting stock. The Company did not pay any fees to the firm during the year ended December 31, 2023. Fees paid to the firm were $0.03 million during the year ended December 31, 2022. Additionally, there were no amounts due to the firm as of December 31, 2023 and 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. The employment relationship with this employee was terminated in June 2022. The Company did not pay any compensation to this former employee during the year ended December 31, 2023. Compensation paid to this former employee was $0.1 million for the year ended December 31, 2022. Additionally, there were no amounts due to this former employee as of December 31, 2023 and 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 until June 2022. The Company did not recognize any revenue from this customer during the year ended December 31, 2023. Revenues recognized from sales to this customer were $0.5 million for the year ended December 31, 2022. Additionally, there were no amounts due from this customer as of December 31, 2023 and 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 $1.4 million and $1.3 million for the years ended December 31, 2023 and 2022, respectively. Amounts due to the vendor were $0.1 million and $0.2 million as of December 31, 2023 and 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 $0.3 million 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 “New Independent Contractor Agreement”), the then current wife of the Company’s founder who beneficially owns shares of the Company’s Class V voting stock. 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 $0.3 million per year and reimbursement for reasonable and

pre-approved

business expenses. BioTE Medical terminated the New Independent Contractor Agreement, effective September 9, 2022; therefore, no compensation was paid during the year ended December 31, 2023. During the year ended December 31, 2022, total compensation paid under both the independent contractor agreement dated May 3, 2021 and the New Independent Contractor Agreement was $0.2 million. Additionally, there were no amounts due to this individual as of December 31, 2023 and 2022.

The Company engages the services of its Chief Executive Officer’s

brother-in-law,

Mr. Andy Thacker, through a consulting firm that is wholly owned by Mr. Thacker. He has been engaged for various projects such as information technology projects and project management. Total compensation paid to the consulting firm under this arrangement was $0.1 million for each of the years ended December 31, 2023 and 2022. Additionally, the Company reimbursed Mr. Thacker directly for travel and travel-related costs.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-6

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(g)(3))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(c))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(e))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//850/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-6

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

+ Details

Summary of Significant Accounting Policies - Summary of Rollforward of the Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Accounting Policies [Abstract]
Beginning balance	$ (974)	$ (1,406)
Provisions charged to operating results	(663)	155
Account write-off and recoveries	758	277
Ending balance	$ (879)	$ (974)

Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 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:


	December 31, 2023
(in thousands)	Level 1		Level 2		Level 3		Total
Liabilities:
Public Warrants	$	—	$	—	$	—	$	—
Private Placement Warrants		—		—		—		—
Earnout liability		—		—		41,100		41,100


	December 31, 2022
(in thousands)	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
	December 31, 2023			December 31, 2022
Stock price	$	4.94		$	3.73
Risk-free rate		4.0	%		4.1	%
Volatility		65.0	%		70.0	%
Term (in years)		3.9			4.4

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

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


(in thousands)	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			8,990		13,853
Settlement		(6,586	)		—		(6,586	)

Fair value as of December 31, 2023	$	—		$	41,100	$	41,100

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2023

Income Tax Disclosure [Abstract]

Schedule of Income (Loss) Before Provision for Income Taxes

Income (loss) before provision for income taxes consisted of the following:


	Year Ended December 31,
(in thousands)	2023			2022
Domestic	$	300		$	2,221
Foreign		(423	)		(509	)

Income before provision for income taxes	$	(123	)	$	1,712

Schedule of Income Tax Provision

The income tax provision consisted of the following:


	Year Ended December 31,
(in thousands)	2023		2022
Current income tax provision (benefit):
Federal	$	1,739	$	749
State and Local		205		377
Foreign		17		5

Total current expense (benefit):		1,961		1,131
Deferred income tax provision (benefit):
Federal		711		(714	)
State and Local		10		(29	)
Foreign		—		—

Total deferred expense (benefit):		721		(743	)

Total income tax provision (benefit)	$	2,682	$	388

Schedule of Reconciliation of the Federal Income Tax Rate to the Company Effective Tax Rate

A reconciliation of the federal income tax rate to the Company’s effective tax rate was as follows:


	Year Ended December 31,
(in thousands)	2023			2022
Statutory federal income tax rate		(55	)		359
State taxes, net of federal benefit		179			311
Nontaxable partnership income		2,524			(707	)
Return to provision		(17	)		—
Foreign rate differential		(36	)		(46	)
Change in valuation allowance		87			471

		2,682			388

Schedule of Deferred Tax Assets and Liabilities

The Company’s net deferred tax assets (liabilities) were as follows:


	Year Ended December 31,
(in thousands)	2023			2022
Deferred tax assets:
Outside basis difference in partnership	$	23,974		$	1,173
Net operating loss carryforwards		528			164
Intangibles		910			978

Total deferred tax assets	$	25,412		$	2,315

Valuation allowance		(528	)		(477	)

Deferred tax assets, net of allowance	$	24,884		$	1,838

Long-Term Debt

12 Months Ended

Dec. 31, 2023

Debt Disclosure [Abstract]

Long-Term Debt

9.	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 $50.0 million (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 $10.0 million. 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 year ended December 31, 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 $1.1 million. 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 $0.09 million for the year ended December 31, 2022. At the Closing Date, the remaining unamortized Bank of America debt issuance costs of $0.4 million were written off as a loss from extinguishment of debt in the Company’s consolidated statements of income (loss) and comprehensive income (loss) 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.

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 $125.0 million. 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 December 31, 2023, the interest rate charged to the Company was approximately 8.00%. The Term Loam requires principal payments of approximately $1.6 million 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 December 31, 2023, the outstanding principal on the Term Loan was $115.6 million.

Pursuant to the Credit Agreement, BioTE Medical may borrow under the “Revolving Loans” from time to time up to the total commitment of $50.0 million. The Company did not draw on the Revolving Loans during the year ended December 31, 2023.

The Credit Agreement is secured by substantially all of the assets of the Company and is subject to, among other provisions, customary covenants regarding indebtedness, liens, negative pledges, restricted payments, certain prepayments of indebtedness, investments, fundamental changes, disposition of assets, sale and lease-back transactions, transactions with affiliates, amendments of or waivers with respect to restricted debt and permitted activities of the Company. In addition, 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. As of December 31, 2023, the Company was in compliance with all required covenants associated with the Credit Agreement.

In connection with obtaining the Credit Agreement in May of 2022, the Company incurred lender’s fees and related attorney’s fees of approximately $4.0 million. 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 consolidated balance sheet net of the related debt issuance costs. Amortization expense related to the debt issuance costs on the Credit Agreement was $0.8 million and $0.5 million for the years ended December 31, 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 $0.8 million and $0.6 million for the years ended December 31, 2023 and 2022, respectively.

Long-term debt was as follows:


	December 31,
(in thousands)	2023			2022
Term loan	$	115,625		$	121,875
Less: Current portion	$	(6,250	)		(6,250	)

	$	109,375		$	115,625
Less: Unamortized debt issuance costs	$	(2,745	)		(3,539	)

Term loan, net of current portion	$	106,630		$	112,086

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


Year Ended December 31,	(in thousands)
2024		6,250
2025		6,250
2026		6,250
2027		96,875

	$	115,625

- 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.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
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-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
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-Paragraph 1
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Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
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-URI https://asc.fasb.org//470/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
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-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

+ Details