0000950170-24-057713 | 10-Q | XBRL Viewer

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CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2024	Dec. 31, 2023
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	35,651,732	35,842,383
Common stock, shares outstanding	34,064,232	34,254,883
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	38,819,066
Common stock, shares outstanding	28,819,066	28,819,066

Intangible Assets, Net

3 Months Ended

Mar. 31, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible Assets, Net

INTANGIBLE ASSETS, NET

Intangible assets, net consisted of the following:


			March 31, 2024
(in thousands)	Fair Value at Acquisition		Accumulated Amortization			Net Carrying Value		Weighted Average Amortization Period
Customer relationships	$	2,097	$	(25	)	$	2,072	8.5 years
Developed technology		3,760		(188	)		3,572	5 years
Non-compete agreement		220		—			220	3 years
Trade names		158		(7	)		151	3 years
Total intangible assets	$	6,235	$	(220	)	$	6,015	6 years

As of December 31, 2023, the Company did not have any intangible assets.

Definite Lived Intangible Asset Amortization

The Company recognized $0.2 million of amortization expense, related to the acquired definite lived intangible assets in the three months ended March 31, 2024. The estimated amortization expense for each of the next five years is as follows:


As of March 31,	(in thousands)
2024 (remaining nine months)	$	865
2025		1,153
2026		1,153
2027		1,052
2028		1,027
Thereafter		765
Total	$	6,015

Intangible Assets, Net - Additional Information (Details) - USD ($)	3 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Intangible assets	$ 6,015,000	$ 0
Recognized amortization expense	$ 200,000

Noncontrolling Interest	3 Months Ended
Mar. 31, 2024
Noncontrolling Interest [Abstract]
Noncontrolling Interest	13. NONCONTROLLING INTEREST The Company is organized in an umbrella partnership-C corporation (“Up-C”) structure in which the business of the Company is operated by Holdings and Biote’s only material direct asset consists of equity interests in Holdings. As of March 31, 2024, Biote’s ownership of Holdings was approximately 54.7%. The portion of the consolidated subsidiaries not owned by the Company and any related activity is presented as non-controlling interest in the unaudited condensed consolidated financial statements. The non-controlling interest holders may redeem their units in Holdings for an equal number of shares of Biote’s Class A common stock or, at the election of the Company, cash. Because redemptions for cash are solely within the control of the Company, non-controlling interest is presented in permanent equity.

Noncontrolling Interest

3 Months Ended

Mar. 31, 2024

Noncontrolling Interest [Abstract]

Noncontrolling Interest

13.

NONCONTROLLING INTEREST

The Company is organized in an umbrella partnership-C corporation (“Up-C”) structure in which the business of the Company is operated by Holdings and Biote’s only material direct asset consists of equity interests in Holdings. As of March 31, 2024, Biote’s ownership of Holdings was approximately 54.7%. The portion of the consolidated subsidiaries not owned by the Company and any related activity is presented as non-controlling interest in the unaudited condensed consolidated financial statements.

The non-controlling interest holders may redeem their units in Holdings for an equal number of shares of Biote’s Class A common stock or, at the election of the Company, cash. Because redemptions for cash are solely within the control of the Company, non-controlling interest is presented in permanent equity.

Long-Term Debt - Schedule of Future Maturities of Long-term Debt (Details) $ in Thousands	Mar. 31, 2024 USD ($)
Debt Disclosure [Abstract]
2024 (remaining nine months)	$ 4,688
2025	6,250
2026	6,250
2027	96,875
Long-term debt	$ 114,063

- Definition

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

+ References + Details

Capitalized Software, Net - Summary of Capitalized Software, Net (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Research and Development [Abstract]
Website costs	$ 6,655	$ 6,653
Development in process	3,204	2,856
Less: Accumulated amortization	(4,929)	(4,536)
Capitalized software, net	$ 4,930	$ 4,973

Intangible Assets, Net - Schedule of Estimated Amortization Expense (Details) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
2024 (remaining nine months)	$ 865,000
2025	1,153,000
2026	1,153,000
2027	1,052,000
2028	1,027,000
Thereafter	765,000
Total	$ 6,015,000	$ 0

Earnout Liability - Additional Information (Details)	3 Months Ended
Earnout Liability - Additional Information (Details)	Mar. 31, 2024 $ / shares
Business Combination
Loss Contingencies [Line Items]
Earnout deadline date	May 26, 2027
Share Price Equals or Exceeds 15.00 Per Share [Member] \| Business Combination
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] \| Business Combination
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
Loss Contingencies [Line Items]
Share Price	$ 5.41
Class A Common Stock \| Share Price Equals or Exceeds 12.50 Per Share [Member] \| Business Combination
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 (Policies)

3 Months Ended

Mar. 31, 2024

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.

The results of operations for the three months ended March 31, 2024, are not necessarily indicative of the results that may be expected for the entire year.

Segment Information

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, historically, had one business activity and there were no segment managers who were held accountable for operations, operating results, and plans for levels or components below the consolidated unit level. Due to the acquisition of a privately held 503B manufacturer of compounded bioidentical hormones on March 18, 2024, the Company evaluated the guidance set forth in Accounting Standards Codification (“ASC”) 280, Segment Reporting (“ASC 280”), and concluded that the results of operations for the period between the acquisition date and March 31, 2024 related to this acquisition were not material to the unaudited condensed consolidated statements of operations and comprehensive income (loss) for the three months ended March 31, 2024 for purposes of segmentation. The Company expects to

evaluate the impact of the results of operations related to this acquisition on its unaudited consolidated financial statements in subsequent periods and expand its disclosures in accordance with ASC 280 in the period in which the results of this acquisition become material to the Company’s unaudited consolidated financial statements. Please see Note 3 for further detail.

Other Current Assets

Other Current Assets—Total other current assets consisted of the following:


	March 31,		December 31,
(in thousands)	2024		2023
Prepaid expenses	$	3,464	$	3,914
Advances		4,955		3,638
Income tax receivable		—		1,365
Other assets		216		308
Total other current assets	$	8,635	$	9,225

Prepaid expenses include software and technology licensing agreements, insurance premiums and other advance payments for services to be received over the next 12 months. Advances are comprised of deposit payments to vendors for inventory purchase orders to be received in the next 12 months. Other assets consist of interest earned, but not paid on the Company’s money market account.

Defined Contribution Plans

Defined Contribution Retirement Plan—Effective January 1, 2021, the Company offers participation in the BioTE Medical, LLC (“BioTE Medical”) 401(k) Plan (the “401(k) Plan”), a defined contribution plan providing retirement benefits to eligible employees. Eligible employees may contribute a portion of their annual compensation to the 401(k) Plan, subject to the maximum annual amounts as set periodically by the IRS. The Company makes a safe harbor, non-elective contribution to the 401(k) Plan equal to 3% of each participant’s eligible employee compensation. Safe harbor contributions vest immediately for each participant.

The Company made safe harbor contributions under the 401(k) Plan of $0.3 million and $0.2 million during the three months ended March 31, 2024 and 2023, respectively. Safe harbor contributions are presented within selling, general and administrative expense in the unaudited condensed consolidated statements of operations and comprehensive income (loss).

Concentrations

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 March 31, 2024 and December 31, 2023, 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 revolving loans.

Inventory purchases from three vendors totaled 78.7% and 82.7% for the three months ended March 31, 2024 and 2023, respectively. Due to the nature of the markets and availability of alternative suppliers, the Company does not believe the loss of any one vendor would have a material adverse impact on the Company’s financial position, results of operations or cash flows for any significant period of time.

Significant customers are those which represent more than 10% of the Company’s total revenue or gross accounts receivable balance. The Company did not have any customers that accounted for 10% or more of total revenues for the three months ended March 31, 2024 and 2023.The Company did not have any customers that accounted for more than 10% of its gross accounts receivable as of March 31, 2024 and December 31, 2023.

Recently Adopted and Recent Accounting Pronouncements Not Yet Adopted

Recently Adopted Accounting Pronouncements—In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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 adopted this standard on January 1, 2024, and there was no material impact to the financial statements and related disclosures.

Recent Accounting Pronouncements Not Yet Adopted—In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which expands annual disclosures in an entity’s income tax rate reconciliation table and requires annual disclosures regarding cash taxes paid both in the U.S. (federal and state) and foreign jurisdictions. The amendments in this ASU are effective for annual periods beginning after December 15, 2024. Early adoption is permitted. The Company is in the process of evaluating the impact of this new guidance on its consolidated financial statements.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which expands public entities’ segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment’s profit or loss and assets. The ASU is effective for annual periods beginning after December 15, 2023 and interim periods beginning after December 15,

2024, and requires retrospective application to all prior periods presented in the financial statements. Early adoption is permitted. The Company is in the process of evaluating the impact of this new guidance on its consolidated financial statements.

- Definition

Disclosure of accounting policy for segment reporting.

+ References + Details

Accrued Expenses - Schedule of Accrued Expenses (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Payables and Accruals [Abstract]
Accrued professional fees	$ 490	$ 561
Accrued employee-related costs	4,492	6,068
Accrued tax distributions	2,029
Income tax payable	1,135	17
Other	1,583	1,851
Accrued expenses	$ 9,729	$ 8,497

Capitalized Software, Net (Tables)

3 Months Ended

Mar. 31, 2024

Research and Development [Abstract]

Summary of Capitalized Software, Net

Capitalized software, net consisted of the following:


	March 31,			December 31,
(in thousands)	2024			2023
Website costs	$	6,655		$	6,653
Development in process		3,204			2,856
Less: Accumulated amortization		(4,929	)		(4,536	)
Capitalized software, net	$	4,930		$	4,973

Inventory, Net (Tables)

3 Months Ended

Mar. 31, 2024

Inventory Disclosure [Abstract]

Schedule of Inventory, Net

The components of inventory, net were as follows:


	March 31,			December 31,
(in thousands)	2024			2023
Product inventory – Pellets	$	9,129		$	7,200
Less: Obsolete and expired pellet allowance		(1,342	)		(1,272	)
Pellet inventory, net		7,787			5,928
Product inventory – Dietary supplements		11,145			11,394
Less: Obsolete and expired dietary supplement allowance		(15	)		(15	)
Dietary supplement inventory, net		11,130			11,379
Inventory, net	$	18,917		$	17,307

Leases (Tables)

3 Months Ended

Mar. 31, 2024

Leases [Abstract]

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

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


	Three Months Ended March 31,
	2024		2023
Fixed lease expense	$	126	$	112
Total lease cost	$	126	$	112

Other information:
Cash paid for amounts included in the measurement of lease liabilities	$	115	$	64
Right-of-use assets obtained in exchange for new operating lease liabilities	$	324	$	—

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

The following table summarizes the balance sheet classification of the Company’s operating leases, amounts of ROU assets and lease liabilities, the weighted average remaining lease term, and the weighted average discount rate for the Company’s operating leases:


	March 31,			December 31,
(in thousands)	2024			2023
Lease assets
Operating lease right-of-use assets	$	2,202		$	1,877
Total lease assets	$	2,202		$	1,877

Lease liabilities
Current:
Operating lease liabilities	$	406		$	311
Non-current:
Operating lease liabilities		1,917			1,680
Total lease liabilities	$	2,323		$	1,991

Weighted-average remaining lease term — operating leases (years)		4.57			4.92
Weighted-average discount rate — operating leases		8.10	%		8.31	%

Summary of Payments by Date for Operating Lease

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


As of March 31,	(in thousands)
2024 (remaining nine months)		429
2025		590
2026		610
2027		630
2028		524
Thereafter		—
Total lease payments		2,783
Less: Interest		(460	)
Present value of lease liabilities	$	2,323

Fair Value Measurements

3 Months Ended

Mar. 31, 2024

Fair Value Disclosures [Abstract]

Fair Value Measurements

12.

FAIR VALUE MEASUREMENTS

The Company has established a fair value hierarchy which prioritizes the inputs to the valuation techniques used to measure fair value into three levels. These levels are determined based on the lowest level input that is significant to the fair value measurement. Levels within the hierarchy are defined in Note 2 to the consolidated financial statements in the 2023 Form 10-K.

The Company’s financial instruments consist of accounts receivable, accounts payable, accrued expenses, and short- and long-term debt. The carrying value of accounts receivable, accounts payable, accrued expenses and short-term debt are considered a reasonable estimate of their fair value, due to the short-term maturity of these instruments.

The Company’s debt instruments are carried at amortized cost in its unaudited condensed consolidated balance sheets, which may differ from their respective fair values. The fair values of the Company’s Term Loan and Revolving Loans generally approximate their carrying values.

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


	March 31, 2024
(in thousands)	Level 1		Level 2		Level 3		Total
Liabilities:
Earnout liability	$	—	$	—	$	54,044	$	54,044


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

There were no movements between levels during the three months ended March 31, 2024.

Level 3 Disclosures

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 fair value.

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


	As of
	March 31, 2024			December 31, 2023
Stock price	$	5.80		$	4.94
Risk-free rate		4.3	%		4.0	%
Volatility		67.5	%		65.0	%
Term (in years)		3.2			3.9

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


(in thousands)	Earnout Liability
Fair value as of December 31, 2023	$	41,100
Fair value of earnout related to acquisitions		855
Loss from change in fair value		12,089
Fair value as of March 31, 2024	$	54,044

- 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

Fair Value Measurements - Schedule of Financial Liabilities Measured at Fair Value on Recurring Basis (Details) - Earnout Liability - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Schedule Of Changes In The Fair Value Of Warrant Liabilities [Line Items]
Liability	$ 54,044	$ 41,100
Level 3
Schedule Of Changes In The Fair Value Of Warrant Liabilities [Line Items]
Liability	$ 54,044	$ 41,100

Income Taxes - Additional Information (Details) - USD ($)		3 Months Ended
	Dec. 13, 2021	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Valuation Allowance [Line Items]
Income tax expense		$ 2,486,000	$ 630,000
TRA liability		$ 18,894,000		$ 18,894,000
Haymaker III \| Other Business Combination
Valuation Allowance [Line Items]
Income tax percentage of federal state and local income tax savings	85.00%	15.00%
Deferred tax asset		$ 0
TRA liability		$ 0

- Definition

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

+ References + Details

CONDENSED CONSOLIDATED STATEMENTS OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Revenue
Total revenue	$ 46,804	$ 44,843
Cost of revenue
Cost of revenue	13,367	13,877
Selling, general, and administrative	23,010	23,085
Income from operations	10,427	7,881
Other income (expense) net :
Interest expense, net	(1,660)	(1,646)
Loss from change in fair value of warrant liability		(1,618)
Loss from change in fair value of earnout liability	(12,089)	(25,410)
Other income (expense)	(2)	(7)
Total other income (expense), net	(13,751)	(28,681)
Loss before provision for income taxes	(3,324)	(20,800)
Income tax expense	2,486	630
Net loss	(5,810)	(21,430)
Less: Net loss attributable to noncontrolling interest	(3,740)	(14,625)
Net loss attributable to biote Corp. stockholders	(2,070)	(6,805)
Other comprehensive income (loss):
Foreign currency translation adjustments	(1)
Other comprehensive income (loss)	(1)
Comprehensive income (loss)	$ (5,811)	$ (21,430)
Net loss per common share
Basic	$ (0.06)	$ (0.39)
Diluted	$ (0.06)	$ (0.39)
Weighted average common shares outstanding
Basic	34,621,166	17,585,045
Diluted	34,621,166	17,585,045
Product Revenue
Revenue
Total revenue	$ 46,035	$ 44,155
Cost of revenue
Cost of revenue	12,802	13,027
Service Revenue
Revenue
Total revenue	769	688
Cost of revenue
Cost of revenue	$ 565	$ 850

Net Loss Per Common Share (Tables)

3 Months Ended

Mar. 31, 2024

Earnings Per Share [Abstract]

Schedule of Computation of Net Loss Per Common Share

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


	Three Months Ended March 31,
(in thousands, except share and per share data)	2024			2023
Net loss per common share
Numerator:
Net loss attributable to biote Corp. stockholders (basic and diluted)	$	(2,070	)	$	(6,805	)
Denominator:
Weighted average shares outstanding - basic		34,621,166			17,585,045
Effect of dilutive securities		—			—
Weighted average shares outstanding - diluted		34,621,166			17,585,045
Net loss per common share
Basic	$	(0.06	)	$	(0.39	)
Diluted	$	(0.06	)	$	(0.39	)

Schedule of Computation of Diluted Weighted Average Shares Outstanding

The Company excluded the following potential shares, presented based on amounts outstanding at each period end, from the computation of diluted weighted average shares outstanding for the periods indicated because including them would have had an antidilutive effect:


	Three Months Ended March 31,
	2024		2023
RSUs		288,473		1,196,632
Stock Options		8,427,406		5,026,279
Class V Voting Stock		28,819,066		40,612,566
Public Warrants		—		8,116,643
Private Placement Warrants		—		5,387,489
Earnout Voting Shares		10,000,000		10,000,000
Sponsor Earnout Shares		1,587,500		1,587,500
		49,122,445		71,927,109

Property and Equipment, Net - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 7,942	$ 6,832
Less: Accumulated depreciation	(5,751)	(5,614)
Property and equipment, net	2,191	1,218
Trocars
Property, Plant and Equipment [Line Items]
Property and equipment, gross	4,644	4,644
Leasehold Improvements
Property, Plant and Equipment [Line Items]
Property and equipment, gross	2,206	1,506
Office Equipment
Property, Plant and Equipment [Line Items]
Property and equipment, gross	374	253
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	330	181
Computer Equipment
Property, Plant and Equipment [Line Items]
Property and equipment, gross	127	$ 108
Construction in process
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 121

Accrued Expenses

3 Months Ended

Mar. 31, 2024

Payables and Accruals [Abstract]

Accrued Expenses

ACCRUED EXPENSES

Accrued expenses consisted of the following:


	March 31,		December 31,
(in thousands)	2024		2023
Accrued professional fees	$	490	$	561
Accrued employee-related costs		4,492		6,068
Accrued tax distributions		2,029		—
Income tax payable		1,135		17
Other		1,583		1,851
Accrued expenses	$	9,729	$	8,497

Long-Term Debt (Tables)

3 Months Ended

Mar. 31, 2024

Debt Disclosure [Abstract]

Schedule of Long-term debt

Long-term debt was as follows:


	March 31,			December 31,
(in thousands)	2024			2023
Term loan	$	114,063		$	115,625
Less: Current portion	$	(6,250	)		(6,250	)
	$	107,813		$	109,375
Less: Unamortized debt issuance costs	$	(2,543	)		(2,745	)
Term loan, net of current portion	$	105,270		$	106,630

Schedule of Future Maturities of Long-term Debt

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


As of March 31,	(in thousands)
2024 (remaining nine months)		4,688
2025		6,250
2026		6,250
2027		96,875
	$	114,063

Description of Business and Basis of Presentation

3 Months Ended

Mar. 31, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Description of Business and Basis of Presentation

DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

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

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

Basis of Presentation—The unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial reporting and therefore do not include all information and disclosures normally included in the annual consolidated financial statements. The unaudited condensed consolidated financial statements include the accounts of Biote and its subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

The Company reclassified interest income from other income (expense) to interest expense, net in its unaudited condensed consolidated statement of operations and comprehensive income (loss) for the three months ended March 31, 2023, to conform with the current year presentation. This reclassification had no impact on net loss for the three months ended March 31, 2023.

Unaudited Interim Financial Information—In the opinion of the Company, the accompanying unaudited condensed consolidated financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair presentation of its financial position and its results of operations, changes in stockholders’ equity (deficit) and cash flows. The unaudited condensed consolidated balance sheet as of December 31, 2023, was derived from audited annual financial statements but does not contain all of the footnote disclosures from the annual financial statements. The accompanying unaudited condensed consolidated financial statements and related financial information should be read in conjunction with the audited consolidated financial statements and the related notes thereto included in the 2023 Form 10-K.

Revenue Recognition - Schedule of Revenues Recognized by Geographic Region (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Disaggregation of Revenue [Line Items]
Total revenue	$ 46,804	$ 44,843
Product Revenue
Disaggregation of Revenue [Line Items]
Total revenue	46,035	44,155
Product Revenue \| United States
Disaggregation of Revenue [Line Items]
Total revenue	45,656	44,016
Product Revenue \| All Other
Disaggregation of Revenue [Line Items]
Total revenue	379	139
Service Revenue
Disaggregation of Revenue [Line Items]
Total revenue	769	688
Service Revenue \| United States
Disaggregation of Revenue [Line Items]
Total revenue	$ 769	656
Service Revenue \| All Other
Disaggregation of Revenue [Line Items]
Total revenue		$ 32

- 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
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+ Details

Income Taxes

3 Months Ended

Mar. 31, 2024

Income Tax Disclosure [Abstract]

Income Taxes

16.

INCOME TAXES

The Company is subject to U.S. federal and state taxes with respect to its allocable share of any taxable income or loss of Holdings as well as any stand-alone income or loss it generates. Holdings is treated as a partnership for U.S. federal and most applicable state and local income tax purposes and generally does not pay income taxes in most jurisdictions. Instead, Holdings’ taxable income or loss is passed through to and included in the taxable income or loss of its members, including the Company. Despite its status as a partnership in the U.S., Holdings’ foreign subsidiaries are taxable entities operating in foreign jurisdictions. As such, these foreign subsidiaries may record a tax expense or benefit in jurisdictions where a valuation allowance has not been recorded.

On December 13, 2021, the Company entered into a tax receivable agreement with the then-existing non-controlling interest holders (the “TRA”) that provides payments to be made to non-controlling interest holders of approximately 85% of the amount of any tax benefits realized by the Company as a result of increases in the Company’s share of the tax basis in the net assets of Holdings resulting from any redemptions of member units in exchange for Class A common stock or cash as well as tax basis increases attributable to payments made under the TRA. The Company expects to benefit from the remaining 15% of any tax benefits realized. During the three months ended March 31, 2024, no units were redeemed that would have resulted in an increase in the tax basis of the Company’s investment in Holdings that would generate additional deferred tax assets or a liability under the TRA.

On a quarterly basis, the Company estimates the effective tax rate expected to be applicable for the full year and makes changes, if necessary, based on new information or events. The estimated annual effective tax rate is forecasted based on actual historical information and forward-looking estimates and is used to provide for income taxes in interim reporting periods. The Company also recognizes the tax impact of certain unusual or infrequently occurring items, such as the effects of changes in tax laws or rates and impacts from settlements with tax authorities, discretely in the quarter in which they occur. The Company recorded income tax expense of $2.5 million and 0.6 million for the three months ended March 31, 2024 and 2023, respectively.

The Company continues to evaluate its deferred tax assets each period to determine if a valuation allowance is required based on whether it is more likely than not that some portion of these deferred tax assets will not be realized. As of March 31, 2024, the Company concluded that it is more likely than not that a substantial portion of the Company’s federal deferred tax assets will be realized. As part of the Company’s analysis, it considered both positive and negative factors that impact profitability and whether those factors would lead to a change in the estimate of its deferred tax assets that may be realized in the future. However, based on the Company’s analysis, it has recorded a valuation allowance on the foreign deferred tax assets as of March 31, 2024. The Company will continue to assess the likelihood of the realization of its deferred tax assets and the valuation allowance will be adjusted accordingly.

- Definition

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

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+ Details

Acquisitions (Tables)

3 Months Ended

Mar. 31, 2024

Business Combination and Asset Acquisition [Abstract]

Summary of Estimates for Purchase Price Allocation to Assets Acquired and Liabilities Assumed

The following table presents the preliminary estimates for purchase price allocation to assets acquired and liabilities assumed in the purchase of Asteria Health. The preliminary purchase price allocation will be finalized by the end of the measurement period.


	March 31,
(in thousands)	2024
Accounts receivable	$	27
Inventory		1,722
Other current assets		29
Customer relationships		1,290
Non-compete		220
Trade name		80
Property and equipment		321
Operating lease right-of-use assets		405
Accounts payable		(63	)
Accrued expenses		(297	)
Operating lease liabilities, current		(75	)
Operating lease liabilities, net of current portion		(330	)
Total identifiable net assets		3,329
Total cash consideration		8,354
Earnout liability, current		500
Goodwill	$	5,525

Share-Based Compensation - Summary of Restricted Stock Unit Activity (Details) - RSUs - 2022 Equity Incentive Plan - $ / shares	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares, RSUs Outstanding, Beginning balance	414,566	1,622,840
Shares, Granted	51,750	42,238
Shares, Vested	(177,843)	(1,250,512)
Shares, RSUs Outstanding, Ending balance	288,473	414,566
Weighted-Average Grant-Date Fair Value, RSUs Outstanding, Beginning balance	$ 8.08	$ 9.41
Weighted-Average Grant-Date Fair Value, Granted	4	5.83
Weighted-Average Grant-Date Fair Value, Vested	9.62	9.73
Weighted-Average Grant-Date Fair Value, RSUs Outstanding, Ending balance	$ 6.4	$ 8.08

- 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

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+ Details

Share-Based Compensation

3 Months Ended

Mar. 31, 2024

Share-Based Payment Arrangement [Abstract]

Share-Based Compensation

14.

SHARE-BASED COMPENSATION

The Company grants RSUs to certain employees under the 2022 Equity Incentive Plan and are valued based on the closing price of the Company’s Class A common stock on the date of grant. The following table summarizes RSU activity during the three months ended March 31, 2024:


	Shares			Weighted-Average Grant-Date Fair Value
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
Granted		51,750		$	4.00
Vested		(177,843	)	$	9.62
RSUs outstanding at March 31, 2024		288,473		$	6.40

The Company recognized share-based compensation expense of $0.3 million and $1.3 million during the three months ended March 31, 2024 and 2023, respectively, related to RSUs. As of March 31, 2024, there was $0.2 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 0.25 years.

Stock Options

The Company grants stock options to certain employees, directors, and consultants under the 2022 Equity Incentive Plan. The following table summarizes stock option activity during the three months ended March 31, 2024:


	Shares			Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Term (Years)
Options outstanding at December 31, 2022		5,042,628		$	3.86		9.5
Granted		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
Granted		786,500		$	5.60
Exercised		(80,598	)	$	4.00
Forfeited		(420,212	)	$	4.37
Options outstanding at March 31, 2024		8,427,406		$	4.63		8.9
Options exercisable at March 31, 2024		281,085		$	4.35		8.8

The Company recognized share-based compensation expense of $1.4 million and $0.9 million during the three months ended March 31, 2024 and 2023, respectively, related to stock options. As of March 31, 2024, there was $16.2 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 2.87 years.

The weighted-average assumptions used to estimate the fair value of stock options granted during the three months ended March 31, 2024 were as follows:


Expected term (in years)	6.2
Volatility	64.5	%
Risk-free rate	3.8	%
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 maximum number of shares of the Company’s common stock that may be issued under the ESPP is equal to the sum of 797,724 shares (the “Initial Share Reserve”) of the Company’s common stock 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 the last day of the immediately preceding calendar year and the Initial Share Reserve.

The Company recognized share-based compensation expense of $0.03 million for the three months ended March 31, 2024 related to the ESPP. During the three months ended March 31, 2023, the Company did not recognize any compensation expense related to the ESPP. As of March 31, 2024, 33,704 shares had been purchased under the ESPP.

Acquisitions

3 Months Ended

Mar. 31, 2024

Business Combinations [Abstract]

Acquisitions

F.H. Investments

On March 18, 2024, the Company acquired F.H. Investments Inc. (“Asteria Health”) a privately held 503B manufacturer of compounded bioidentical hormones. The total consideration of $8.9 million consisted of $8.4 million in cash payments and an additional $0.5 million cash earnout payment that is contingent on meeting certain operating metrics. The earnout payment is reflected in earnout liability, current in the unaudited condensed consolidated balance sheet because the operating metrics are expected to be met within one year of the balance sheet date. The Company remeasures contingent consideration at each reporting date until the contingency is resolved. Changes in fair value of the contingent consideration will be recorded in earnings. The Company accounted for this transaction as a business combination. The fair value estimates of the assets acquired and liabilities assumed are preliminary and subject to adjustments during the measurement period (up to one year following the acquisition date). The Company has received preliminary valuations and is completing its review of the reports and related assumptions. Due to the timing of the acquisition, the Company has not received a valuation on the property and equipment. The final fair value of the net assets acquired may result in adjustments to these assets and liabilities, including goodwill.


	March 31,
(in thousands)	2024
Accounts receivable	$	27
Inventory		1,722
Other current assets		29
Customer relationships		1,290
Non-compete		220
Trade name		80
Property and equipment		321
Operating lease right-of-use assets		405
Accounts payable		(63	)
Accrued expenses		(297	)
Operating lease liabilities, current		(75	)
Operating lease liabilities, net of current portion		(330	)
Total identifiable net assets		3,329
Total cash consideration		8,354
Earnout liability, current		500
Goodwill	$	5,525

The excess of the total consideration over the identifiable net assets acquired was allocated to goodwill. None of the goodwill is deductible for tax purposes. Goodwill is not amortized but is subject to an annual impairment test using a fair-value approach. The Company has elected to test goodwill for impairment on October 1 each year.

The identifiable intangible assets included customer relationships, a non-compete agreement and a trade name. The customer relationships were valued using the multi-period excess earnings method (“MPEEM”). The MPEEM isolates the cash flows that can be associated with the existing customer relationships and measures fair value by discounting the cash flows to present value. The non-competition agreement was valued using the with-and-without method. Under this method, the debt-free net cash flow of Asteria Health under a scenario in which the covenantor does not compete with Asteria Health was compared with the debt-free net cash flow of Asteria Health under a scenario in which the covenantor competes with Asteria Health. The difference in debt-free net cash flow between the two scenarios was then adjusted to account for the probability that the covenantor would successfully compete with Asteria Health absent the non-competition agreement. The relief-from-royalty method was utilized to value the trade name. The relief-from-royalty method is a form of discounted cash flow analysis that is predicated upon the economic benefits provided to the owner of the intangible asset. The theoretical underpinning of the methodology is that if the intangible asset being valued were not owned by its user, then the user would have to pay the owner a royalty for the right to use the asset. The royalty is generally based upon a percentage of revenue and is a function of the right being granted and a variety of economic factors. The fair value measurements were primarily based on significant inputs that are not observable in the market and, thus, are classified in Level 3 of the fair value hierarchy.

The Company determined that the carrying value of the cash earnout payment is a reasonable estimate of its fair value, due to the short-term period over which the cash earnout is expected to be earned. In determining the estimated fair value of the cash earnout

payment, the Company made certain judgments, estimates and assumptions, the most significant of which was the expected period over which the specified metric would be achieved. Contingent payments are classified in Level 3 of the fair value hierarchy.

Costs incurred to purchase Asteria Health have been and will be recognized as expenses in the period in which the costs are incurred. During the three months ended March 31, 2024, the Company incurred $0.4 million in acquisition-related costs, consisting primarily of legal and consulting costs which were included in general and administrative expense in the unaudited condensed consolidated statements of operations and comprehensive income (loss).

Simpatra, LLC

On January 2, 2024, the Company executed an asset purchase agreement with Simpatra, LLC (“Simpatra”) to purchase certain intellectual property and intellectual property rights. As consideration, the Company paid $1.5 million in cash payments and 389,105 shares of the Company’s Class A common stock, of which 97,276 shares are being held for a period of approximately 15 months, pursuant to the asset purchase agreement, to cover certain representations and warranties. Additionally, the agreement provides for a future earnout payment of 194,553 shares of the Company’s Class A common stock upon achieving certain financial targets over a four-year period. The fair value of future earnout payment at March 31, 2024 and on the acquisition date was approximately $0.3 million, which is included in the total consideration. The Company accounted for the acquisition of Simpatra as an asset purchase.

The identifiable intangible assets included developed technology, customer relationships, and a trade name. The developed technology was valued using the MPEEM. The MPEEM isolates the cash flows that can be associated with the existing technology and measures fair value by discounting the cash flows to present value. The customer relationships were valued using the distributor method, a variant of the MPEEM that relies upon market-based distributor data or other appropriate market inputs to value existing customer relationships. The distributor method may also be viewed as a profit-split method, in which function-specific profit is allocated to the identified assets. The underlying theory is that a business is comprised of various functional components (such as manufacturing, distribution, and intellectual property) and that, if available, market-based data may be used to reasonably isolate the revenue, earnings, and cash flow related to these functional areas. Using distributor inputs assists with isolating cash flow attributable to the customer-related assets. The distributor method uses market-based data to support the selection of profitability and other inputs related to customer-related activities. The relief-from-royalty method was utilized to value the trade name. The relief-from-royalty method is a form of discounted cash flow analysis that is predicated upon the economic benefits provided to the owner of the intangible asset. The theoretical underpinning of the methodology is that if the intangible asset being valued were not owned by its user, then the user would have to pay the owner a royalty for the right to use the asset. The royalty is generally based upon a percentage of revenue and is a function of the right being granted and a variety of economic factors. The fair value measurements were primarily based on significant inputs that are not observable in the market and, thus, are classified in Level 3 of the fair value hierarchy.

The future earnout payment was valued using a Monte Carlo simulation in order to project the future path of Simpatra’s revenue and the Company’s stock price over the earnout period. In determining the estimated fair value of the future earnout payment, the Company made certain judgments, estimates and assumptions, the most significant of which were the revenue volatility, the revenue discount rate, the correlation factor of Simpatra’s revenue to the Company’s equity, the Company’s stock price, the equity volatility and the risk free rate of return. The future earnout payment is classified in Level 3 of the fair value hierarchy.

BioSana ID LLC

On January 29, 2024, the Company executed an asset purchase agreement with BioSana ID LLC (“BioSana”) to purchase certain assets for cash consideration of $0.7 million. Additionally, the agreement provides for a future earnout payment of up to $0.1 million upon the achievement of certain operating metrics. The Company recorded a customer relationship intangible asset of $0.7 million related to this acquisition.

Long-Term Debt

9 Months Ended

Sep. 30, 2023

Debt Disclosure [Abstract]

Long-Term Debt

10.

LONG-TERM DEBT

Truist Term Loan

On May 22, 2022, the Company entered into a loan agreement with Truist Bank (the “Credit Agreement”) for $125.0 million. 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 (the “Term Loan”), which was borrowed in full on May 22, 2022. The Company

used the proceeds to refinance and replace an existing credit facility pursuant to a credit agreement, dated as of May 17, 2019, with Bank of America, N.A. and for general corporate purposes. Interest on borrowings under the Credit Agreement is based on either, at the Company’s election, the Standard Overnight Financing Rate plus an applicable margin of 2.5% or 2.75% or the Base Rate plus an applicable margin of 1.5% or 1.75%. At March 31, 2024, the interest rate charged to the Company was approximately 7.93%. The Term Loan requires principal payments of $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 March 31, 2024, the outstanding principal on the Term Loan was $114.1 million.

Pursuant to the Credit Agreement, the Company 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 each of the three months ended March 31, 2024 and 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. 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) 4.00:1.00, with respect to the fiscal quarter ending June 30, 2023 through and including March 31, 2024, and (ii) 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 and is prohibited from making certain restricted payments, as defined in the Credit Agreement, during the fiscal year in progress. Although the Company was in compliance with all required financial covenants associated with the Credit Agreement, it failed to notify the administrative agent of its commitment to repurchase certain shares currently beneficially owned by the Company’s founder pursuant to a settlement agreement reached in the Donovitz Litigation, resulting in an event of default as of March 31, 2024. On April 26, 2024, the Company entered into a First Amendment to the Credit Agreement and Waiver with the lender, that waived the event of default and also agreed that the payments made to repurchase the specified shares in settlement of the Donovitz Litigation will no longer continue as an event of default. See Note 19. Commitments and Contingencies for additional information on the Donovitz Litigation.

In connection with obtaining the Credit Agreement in May of 2022, the Company incurred lender’s fees and related attorney’s fees of $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 unaudited condensed consolidated balance sheets net of the related debt issuance costs. Amortization expense related to the debt issuance costs on the Credit Agreement was $0.2 million for each of the three months ended March 31, 2024 and 2023, respectively.

Long-term debt was as follows:


	March 31,			December 31,
(in thousands)	2024			2023
Term loan	$	114,063		$	115,625
Less: Current portion	$	(6,250	)		(6,250	)
	$	107,813		$	109,375
Less: Unamortized debt issuance costs	$	(2,543	)		(2,745	)
Term loan, net of current portion	$	105,270		$	106,630

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


As of March 31,	(in thousands)
2024 (remaining nine months)		4,688
2025		6,250
2026		6,250
2027		96,875
	$	114,063

- 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
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-Name Accounting Standards Codification
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-Paragraph 1B
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 1
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Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
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+ Details

Capital Stock

3 Months Ended

Mar. 31, 2024

Capital Stock [Abstract]

Capital Stock

17.

CAPITAL STOCK

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. Treasury stock purchases are stated at cost and presented as a reduction of equity on the unaudited condensed consolidated balance sheets. Repurchases of shares are made in accordance with applicable securities laws and may be made from time to time in the open market, in privately negotiated transactions or by other means. 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 31, 2024, the remaining balance of the repurchase program was $15.9 million. During the three months ended March 31, 2024, the Company purchased 740,921 shares of its Class A common stock for a total of $4.1 million, at an average purchase price per share of $5.41.

Capitalized Software, Net - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Research and Development [Abstract]
Amortization expense	$ 0.4	$ 0.3

Fair Value Measurements - Changes in Fair Value of Level 3 Financial Instruments (Details) - Level 3 Earnout Liability	Mar. 31, 2024 $ / shares	Dec. 31, 2023 $ / shares
Stock Price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Sale of stock price per share	$ 5.8	$ 4.94
Risk-free Rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding measurement input	4.3	4
Volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding measurement input	67.5	65
Term (in years)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding term	3 years 2 months 12 days	3 years 10 months 24 days

Net Loss Per Common Share - Schedule of Computation of Net Loss Per Common Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Numerator:
Net loss attributable to biote Corp. stockholders (basic)	$ (2,070)	$ (6,805)
Net loss attributable to biote Corp. stockholders (diluted)	$ (2,070)	$ (6,805)
Denominator:
Weighted average shares outstanding - basic	34,621,166	17,585,045
Weighted average shares outstanding - diluted	34,621,166	17,585,045
Net income (loss) per common share
Basic	$ (0.06)	$ (0.39)
Diluted	$ (0.06)	$ (0.39)

- Definition

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

+ References

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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.

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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

Property and Equipment, Net

3 Months Ended

Mar. 31, 2024

Property, Plant and Equipment [Abstract]

Property and Equipment, Net

PROPERTY AND EQUIPMENT, NET

Property and equipment, net consisted of the following:


	March 31,			December 31,
(in thousands)	2024			2023
Trocars	$	4,644		$	4,644
Leasehold improvements		2,206			1,506
Office equipment		374			253
Computer software		140			140
Furniture and fixtures		330			181
Computer equipment		127			108
Construction in process		121			—
Property and equipment		7,942			6,832
Less: Accumulated depreciation		(5,751	)		(5,614	)
Property and equipment, net	$	2,191		$	1,218

Total depreciation expense related to property and equipment was $0.1 million and $0.3 million for the three months ended March 31, 2024 and 2023, respectively. Total depreciation expense was included in Selling, general and administrative expense in the unaudited condensed consolidated statements of operations 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.

Acquisitions - Additional Information (Details) - USD ($) $ in Thousands				3 Months Ended
	Mar. 18, 2024	Jan. 29, 2024	Jan. 02, 2024	Mar. 31, 2024
Business Acquisition [Line Items]
Cash consideration				$ 11,122
F.H. Investments Inc
Business Acquisition [Line Items]
Business combination, total consideration	$ 8,900
Cash consideration	8,400			8,354
Consideration additional cash payment	$ 500
Acquisition-related costs				400
F.H. Investments Inc \| Customer relationships
Business Acquisition [Line Items]
Intangible asset				1,290
Simpatra, LLC
Business Acquisition [Line Items]
Cash consideration			$ 1,500
Consideration additional cash payment				$ 300
Business combination agreement date			Jan. 02, 2024
BioSana ID LLC
Business Acquisition [Line Items]
Cash consideration		$ 700
Maximum future earnout payment		$ 100
Business combination agreement date		Jan. 29, 2024
BioSana ID LLC \| Customer relationships
Business Acquisition [Line Items]
Intangible asset		$ 700
Class A Common Stock \| Simpatra, LLC
Business Acquisition [Line Items]
Business combination number of share issued			389,105
Number of shares held			97,276
Number of achieving financial targets year			4 years
Class A Common Stock \| Simpatra, LLC \| Future earn out payment
Business Acquisition [Line Items]
Business combination number of share issued			194,553

Intangible Assets, Net - Summary of Intangible Assets, Net (Details) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Finite-Lived Intangible Assets [Line Items]
Fair Value at Acquisition	$ 6,235,000
Accumulated Amortization	(220,000)
Total	$ 6,015,000	$ 0
Weighted Average Amortization Period	6 years
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Fair Value at Acquisition	$ 2,097,000
Accumulated Amortization	(25,000)
Total	$ 2,072,000
Weighted Average Amortization Period	8 years 6 months
Developed technology
Finite-Lived Intangible Assets [Line Items]
Fair Value at Acquisition	$ 3,760,000
Accumulated Amortization	(188,000)
Total	$ 3,572,000
Weighted Average Amortization Period	5 years
Non-compete agreement
Finite-Lived Intangible Assets [Line Items]
Fair Value at Acquisition	$ 220,000
Total	$ 220,000
Weighted Average Amortization Period	3 years
Trade names
Finite-Lived Intangible Assets [Line Items]
Fair Value at Acquisition	$ 158,000
Accumulated Amortization	(7,000)
Total	$ 151,000
Weighted Average Amortization Period	3 years

Fair Value Measurements - Summary of Changes in the Fair Value of Company's Level 3 Financial Instruments (Details) - Earnout Liability $ in Thousands	3 Months Ended
	Mar. 31, 2024 USD ($)
Schedule Of Changes In The Fair Value Of Warrant Liabilities [Line Items]
Fair value as of December 31, 2023	$ 41,100
Fair value of earnout related to acquisitions	855
Loss from change in fair value	12,089
Fair value as of March 31, 2024	$ 54,044

Subsequent Events - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions	May 10, 2024	Apr. 26, 2024	Mar. 31, 2024
Subsequent Event
Subsequent Event [Line Items]
Average price per share	$ 5.84
Common Class A
Subsequent Event [Line Items]
Repurchased shares			740,921
Repurchased shares value			$ 4.1
Average price per share			$ 5.41
Common Class A \| Subsequent Event
Subsequent Event [Line Items]
Repurchased shares	256,043	5,075,090
Repurchased shares value	$ 1.5

Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 2024

Fair Value Disclosures [Abstract]

Schedule of Financial Liabilities Measured at Fair Value on Recurring Basis

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


	March 31, 2024
(in thousands)	Level 1		Level 2		Level 3		Total
Liabilities:
Earnout liability	$	—	$	—	$	54,044	$	54,044


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

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

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


	As of
	March 31, 2024			December 31, 2023
Stock price	$	5.80		$	4.94
Risk-free rate		4.3	%		4.0	%
Volatility		67.5	%		65.0	%
Term (in years)		3.2			3.9

Changes in Fair Value of Level 3 Financial Instruments

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


(in thousands)	Earnout Liability
Fair value as of December 31, 2023	$	41,100
Fair value of earnout related to acquisitions		855
Loss from change in fair value		12,089
Fair value as of March 31, 2024	$	54,044

Revenue Recognition - Schedule of Revenues Recognized for Each Revenue Stream (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Disaggregation of Revenue [Line Items]
Total revenue	$ 46,804	$ 44,843
Pellet Procedures Product Revenue
Disaggregation of Revenue [Line Items]
Total revenue	37,389	35,070
Dietary Supplements
Disaggregation of Revenue [Line Items]
Total revenue	7,389	8,330
Disposable Trocars Product Revenue
Disaggregation of Revenue [Line Items]
Total revenue	1,027	720
Compounding Pharmacy Product Revenue
Disaggregation of Revenue [Line Items]
Total revenue	171
Shipping Fees Product Revenue
Disaggregation of Revenue [Line Items]
Total revenue	59	35
Product Revenue
Disaggregation of Revenue [Line Items]
Total revenue	46,035	44,155
Training Service Revenue
Disaggregation of Revenue [Line Items]
Total revenue	274	336
Contract-Term Services Revenue
Disaggregation of Revenue [Line Items]
Total revenue	274	210
Other Service Revenue
Disaggregation of Revenue [Line Items]
Total revenue	221	142
Service Revenue
Disaggregation of Revenue [Line Items]
Total revenue	$ 769	$ 688

Summary of Significant Accounting Policies (Tables)

3 Months Ended

Mar. 31, 2024

Accounting Policies [Abstract]

Summary of Total Other Current Assets

Total other current assets consisted of the following:


	March 31,		December 31,
(in thousands)	2024		2023
Prepaid expenses	$	3,464	$	3,914
Advances		4,955		3,638
Income tax receivable		—		1,365
Other assets		216		308
Total other current assets	$	8,635	$	9,225

Net Loss Per Common Share

3 Months Ended

Mar. 31, 2024

Earnings Per Share [Abstract]

Net Loss Per Common Share

18.

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


	Three Months Ended March 31,
(in thousands, except share and per share data)	2024			2023
Net loss per common share
Numerator:
Net loss attributable to biote Corp. stockholders (basic and diluted)	$	(2,070	)	$	(6,805	)
Denominator:
Weighted average shares outstanding - basic		34,621,166			17,585,045
Effect of dilutive securities		—			—
Weighted average shares outstanding - diluted		34,621,166			17,585,045
Net loss per common share
Basic	$	(0.06	)	$	(0.39	)
Diluted	$	(0.06	)	$	(0.39	)

Net loss per common share information for the three months ended March 31, 2024 and 2023 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. Net loss per common share is not separately presented for Class V voting stock because it has no economic rights to the income or loss of the Company. Class V voting stock is considered in the calculation of dilutive net loss per common share on an if-converted basis as these shares, together with the related non-controlling interests, have redemption 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.


	Three Months Ended March 31,
	2024		2023
RSUs		288,473		1,196,632
Stock Options		8,427,406		5,026,279
Class V Voting Stock		28,819,066		40,612,566
Public Warrants		—		8,116,643
Private Placement Warrants		—		5,387,489
Earnout Voting Shares		10,000,000		10,000,000
Sponsor Earnout Shares		1,587,500		1,587,500
		49,122,445		71,927,109

Leases

3 Months Ended

Mar. 31, 2024

Leases [Abstract]

Leases

15.

LEASES

On July 1, 2014, the Company entered into a contract to lease office space in the Las Colinas Business Center in Irving, TX. Subsequent to execution of the contract, the Company revised the lease to include additional space and extend the lease term through June 30, 2023. On November 1, 2022, the Company executed an extension of leased office space to extend through November 30, 2028. This extension included an additional 3,700 square feet of space that became available for use in December 2023 and has been included in monthly rent payments accordingly.

The Company recognizes operating lease costs on a straight-line basis over the lease term within selling, general and administrative expense in the unaudited condensed consolidated statements of operations 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:


	Three Months Ended March 31,
	2024		2023
Fixed lease expense	$	126	$	112
Total lease cost	$	126	$	112

Other information:
Cash paid for amounts included in the measurement of lease liabilities	$	115	$	64
Right-of-use assets obtained in exchange for new operating lease liabilities	$	324	$	—


	March 31,			December 31,
(in thousands)	2024			2023
Lease assets
Operating lease right-of-use assets	$	2,202		$	1,877
Total lease assets	$	2,202		$	1,877

Lease liabilities
Current:
Operating lease liabilities	$	406		$	311
Non-current:
Operating lease liabilities		1,917			1,680
Total lease liabilities	$	2,323		$	1,991

Weighted-average remaining lease term — operating leases (years)		4.57			4.92
Weighted-average discount rate — operating leases		8.10	%		8.31	%

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


As of March 31,	(in thousands)
2024 (remaining nine months)		429
2025		590
2026		610
2027		630
2028		524
Thereafter		—
Total lease payments		2,783
Less: Interest		(460	)
Present value of lease liabilities	$	2,323

Warrant Liability - Additional Information (Details)	Mar. 31, 2024 $ / shares
Class A Common Stock
Class of Warrant or Right [Line Items]
Share Price	$ 5.41

Capitalized Software, Net

3 Months Ended

Mar. 31, 2024

Research and Development [Abstract]

Capitalized Software, Net

CAPITALIZED SOFTWARE, NET

Capitalized software, net consisted of the following:


	March 31,			December 31,
(in thousands)	2024			2023
Website costs	$	6,655		$	6,653
Development in process		3,204			2,856
Less: Accumulated amortization		(4,929	)		(4,536	)
Capitalized software, net	$	4,930		$	4,973

Total amortization expense for capitalized software was $0.4 million and $0.3 million for the three months ended March 31, 2024 and 2023, respectively. Total amortization expense was included in Selling, general and administrative expense in the unaudited condensed consolidated statements of operations and comprehensive income (loss).

Leases - Summary Balance Sheet Classification of Operating Leases and Weighted Average Remaining Lease Term and Discount Rate (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Lease Assets
Operating lease right-of-use assets	$ 2,202	$ 1,877
Total lease assets	2,202	1,877
Lease Liabilities
Operating lease liabilities, current	406	311
Operating lease liabilities, non-current	1,917	1,680
Total lease liabilities	$ 2,323	$ 1,991
Weighted-average remaining lease term --- operating leases (years)	4 years 6 months 25 days	4 years 11 months 1 day
Weighted-average discount rate --- operating leases	8.10%	8.31%

Share-Based Compensation - Additional Information (Details) - USD ($)		3 Months Ended
	May 26, 2022	Mar. 31, 2024	Mar. 31, 2023
2022 Equity Incentive Plan \| RSUs
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Compensation expense		$ 300,000	$ 1,300,000
Unrecognized compensation expense		$ 200,000
Unrecognized compensation expense, expected to be recognized, weighted-average remaining vesting period		3 months
2022 Equity Incentive Plan \| Stock Options
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Compensation expense		$ 1,400,000	900,000
Unrecognized compensation expense		$ 16,200,000
Unrecognized compensation expense, expected to be recognized, weighted-average remaining vesting period		2 years 10 months 13 days
2022 Employee Stock Purchase Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Compensation expense		$ 30,000.00	$ 0
Maximum term of stock	10 years
Common stock shares reserved for future issuance	797,724
Number of shares purchase		33,704
2022 Employee Stock Purchase Plan \| Maximum
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Percentage of number of shares of capital stock	1.00%

Share-Based Compensation - Summary of Weighted-Average Assumptions used to Estimate Fair Value of Stock Options Granted (Details) - 2022 Equity Incentive Plan	3 Months Ended
	Mar. 31, 2024
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected term (in years)	6 years 2 months 12 days
Volatility	64.50%
Risk-free rate	3.80%
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

+ Details

Summary of Significant Accounting Policies - Additional Information (Details) $ in Millions	3 Months Ended		12 Months Ended
	Mar. 31, 2024 USD ($) Vendor Customer shares	Mar. 31, 2023 USD ($) Vendor Customer	Dec. 31, 2023 Customer shares
Product Information [Line Items]
Number of vendors \| Vendor	3	3
Number of customers accounted for 10% of total revenue	0	0
Number of customers accounted for 10% of accounts receivable	0		0
Class A Common Stock
Product Information [Line Items]
Common stock, shares issued \| shares	35,651,732		35,842,383
ASU 2020-06
Product Information [Line Items]
Change in Accounting Principle, Accounting Standards Update, Adoption Date	Jan. 01, 2024
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 \| $	$ 0.3	$ 0.2
Outstanding Debt and Available Line of Credit \| Liabilities
Product Information [Line Items]
Concentration risk percentage	100.00%		100.00%
Inventory \| Vendor Concentration \| Assets
Product Information [Line Items]
Concentration risk percentage	78.70%	82.70%

Property and Equipment, Net (Tables)

3 Months Ended

Mar. 31, 2024

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment, Net

Property and equipment, net consisted of the following:


	March 31,			December 31,
(in thousands)	2024			2023
Trocars	$	4,644		$	4,644
Leasehold improvements		2,206			1,506
Office equipment		374			253
Computer software		140			140
Furniture and fixtures		330			181
Computer equipment		127			108
Construction in process		121			—
Property and equipment		7,942			6,832
Less: Accumulated depreciation		(5,751	)		(5,614	)
Property and equipment, net	$	2,191		$	1,218

Capital Stock - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions	May 10, 2024	Apr. 26, 2024	Mar. 31, 2024	Jan. 24, 2024
Subsequent Event
Capital Stock [Line Items]
Average price per share	$ 5.84
Common Class A
Capital Stock [Line Items]
Stock repurchase program remaining balance			$ 15.9
Repurchased shares value			$ 4.1
Repurchased shares			740,921
Average price per share			$ 5.41
Common Class A \| Subsequent Event
Capital Stock [Line Items]
Repurchased shares value	$ 1.5
Repurchased shares	256,043	5,075,090
Maximum \| Common Class A
Capital Stock [Line Items]
Share repurchase program authorized amount				$ 20.0

Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2024

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accounting policies of the Company are set forth in Note 2 Summary of Significant Accounting Policies of Notes to Consolidated Financial Statements in the Company’s 2023 Form 10-K.

The selected significant accounting policies below include those that were added or modified during the three months ended March 31, 2024, as a result of the adoption of new accounting policies, and should be read in conjunction with the Company’s 2023 Form 10-K.

The results of operations for the three months ended March 31, 2024, are not necessarily indicative of the results that may be expected for the entire year.

Other Current Assets—Total other current assets consisted of the following:


	March 31,		December 31,
(in thousands)	2024		2023
Prepaid expenses	$	3,464	$	3,914
Advances		4,955		3,638
Income tax receivable		—		1,365
Other assets		216		308
Total other current assets	$	8,635	$	9,225

Inventory, Net

3 Months Ended

Mar. 31, 2024

Inventory Disclosure [Abstract]

Inventory, Net

INVENTORY, NET

The components of inventory, net were as follows:


	March 31,			December 31,
(in thousands)	2024			2023
Product inventory – Pellets	$	9,129		$	7,200
Less: Obsolete and expired pellet allowance		(1,342	)		(1,272	)
Pellet inventory, net		7,787			5,928
Product inventory – Dietary supplements		11,145			11,394
Less: Obsolete and expired dietary supplement allowance		(15	)		(15	)
Dietary supplement inventory, net		11,130			11,379
Inventory, net	$	18,917		$	17,307

As of March 31, 2024, raw material and work in process were not material.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Operating Activities
Net income (loss)	$ (5,810)	$ (21,430)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	750	538
Bad debt expense	161	30
Amortization of debt issuance costs	202	195
Provision for obsolete inventory	70
Non-cash lease expense	80	69
Shares issued in settlement of litigation		1,199
Share-based compensation expense	1,763	2,170
(Gain) loss from change in fair value of warrant liability		1,618
Loss from change in fair value of earnout liability	12,089	25,410
Deferred income taxes		103
Changes in operating assets and liabilities:
Accounts receivable	(1,329)	(728)
Inventory	75	1,560
Other current assets	619	1,238
Accounts payable	(109)	857
Deferred revenue	(22)	205
Accrued expenses	(1,094)	(22)
Operating lease liabilities	(73)	(20)
Net cash provided by operating activities	7,372	12,992
Investing Activities
Purchases of property and equipment	(704)	(62)
Purchases of capitalized software	(350)	(318)
Acquisitions, net of cash acquired	(11,122)
Net cash used in investing activities	(12,176)	(380)
Financing Activities
Repurchases of common stock	(4,088)
Principal repayments on term loan	(1,562)	(1,562)
Proceeds from exercise of stock options	324	420
Distributions	(83)	(3,093)
Net cash used in financing activities	(5,409)	(4,235)
Effect of exchange rate changes on cash and cash equivalents	(2)
Net increase (decrease) in cash and cash equivalents	(10,215)	8,377
Cash and cash equivalents at beginning of period	89,002	79,231
Cash and cash equivalents at end of period	78,787	87,608
Supplemental Disclosure of Cash Flow Information
Cash paid for interest	2,230	2,230
Cash paid for income taxes	2	2,232
Non-cash investing and financing activities
Capital expenditures and capitalized software included in accounts payable	85	$ 94
Shares issued to acquire Simpatra	$ 1,574

Related-Party Transactions

9 Months Ended

Sep. 30, 2023

Related-Party Transactions

20.

RELATED-PARTY TRANSACTIONS

The Company purchases dietary supplements inventories from a vendor in which the Company’s founder holds a minority interest. Inventory purchases from this vendor were $0.1 million and $0.4 million for the three months ended March 31, 2024 and 2023, respectively. Amounts due to the vendor were $0.4 million and $0.1 million as of March 31, 2024 and December 31, 2023, respectively.

On May 18, 2022, BioTE Medical and Dr. Gary S. Donovitz entered into a founder advisory agreement and, as of May 26, 2022, transitioned from an officer and manager of BioTE Medical into the role of Founder Advisor and Senior Advisor (as defined in the founder advisory agreement). Pursuant to the founder advisory agreement, Dr. Gary S. Donovitz was obligated to provide strategic advisory services to BioTE Medical for a period of four years, unless terminated earlier pursuant to the terms of the founder advisory agreement, and 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. The founder advisor agreement was terminated effective April 23, 2024.

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 $0.03 million for each of the three months ended March 31, 2024 and 2023, respectively. 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

Subsequent Events

3 Months Ended

Mar. 31, 2024

Subsequent Events [Abstract]

Subsequent Events

20.

SUBSEQUENT EVENTS

The Company evaluated subsequent events from March 31, 2024, the date of these unaudited condensed consolidated financial statements, through May 10, 2024, which represents the date the unaudited condensed consolidated financial statements were issued, for events requiring adjustment to or disclosure in these unaudited condensed consolidated financial statements.

Share Repurchase Program

Subsequent to March 31, 2024, the Company repurchased 256,043 shares of its outstanding Class A common stock for a total of $1.5 million, at an average price per share of $5.84, and cancelled the program.

Accrued Expenses (Tables)

3 Months Ended

Mar. 31, 2024

Payables and Accruals [Abstract]

Schedule of Accrued Expenses

Accrued expenses consisted of the following:


	March 31,		December 31,
(in thousands)	2024		2023
Accrued professional fees	$	490	$	561
Accrued employee-related costs		4,492		6,068
Accrued tax distributions		2,029		—
Income tax payable		1,135		17
Other		1,583		1,851
Accrued expenses	$	9,729	$	8,497

Share-Based Compensation (Tables)

3 Months Ended

Mar. 31, 2024

Share-Based Payment Arrangement [Abstract]

Summary of Restricted Stock Unit Activity

The following table summarizes RSU activity during the three months ended March 31, 2024:


	Shares			Weighted-Average Grant-Date Fair Value
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
Granted		51,750		$	4.00
Vested		(177,843	)	$	9.62
RSUs outstanding at March 31, 2024		288,473		$	6.40

Summary of Stock Option Activity

The following table summarizes stock option activity during the three months ended March 31, 2024:


	Shares			Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Term (Years)
Options outstanding at December 31, 2022		5,042,628		$	3.86		9.5
Granted		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
Granted		786,500		$	5.60
Exercised		(80,598	)	$	4.00
Forfeited		(420,212	)	$	4.37
Options outstanding at March 31, 2024		8,427,406		$	4.63		8.9
Options exercisable at March 31, 2024		281,085		$	4.35		8.8

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 three months ended March 31, 2024 were as follows:


Expected term (in years)	6.2
Volatility	64.5	%
Risk-free rate	3.8	%
Dividend yield	0.0	%

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) (Unaudited) - USD ($) $ in Thousands	Total	Common Stock Class A Common Stock	Common Stock Class V Common Stock	Accumulated Deficit	Accumulated Other Comprehensive Loss	Treasury Stock	Total Stockholders' Deficit Attributable to biote Corp.	Controlling Interest	Non Controlling Interest
Beginning balance at Dec. 31, 2022	$ (58,274)	$ 1	$ 5	$ (44,460)	$ (5)		$ (44,459)	$ (13,815)
Beginning balance, shares at Dec. 31, 2022		9,655,387	48,565,824
Distributions	(3,093)							(3,093)
Net Loss	(21,430)			(6,805)			(6,805)	(14,625)
Other comprehensive income (loss)	1							1
Share-based compensation	2,170			2,170			2,170
Vesting of RSUs				1,915	(4)		1,911	(1,911)
Vesting of RSUs, shares		426,208
Exercise of stock options	420			2,043	(3)		2,040	(1,620)
Exercise of stock options, shares		105,049
Litigation settlement	1,199			1,199			1,199
Litigation settlement, shares		375,000
Exchanges of Class V voting stock		$ 1	$ (1)	208			208	(208)
Exchanges of Class V voting stock, shares		7,953,258	(7,953,258)
TRA liability	(4,802)			(4,802)			(4,802)
Ending balance at Mar. 31, 2023	(83,809)	$ 2	$ 4	(48,532)	(12)		(48,538)	(35,271)
Ending balance, shares at Mar. 31, 2023		18,514,902	40,612,566
Beginning balance at Dec. 31, 2022	(58,274)	$ 1	$ 5	(44,460)	(5)		(44,459)	$ (13,815)
Beginning balance, shares at Dec. 31, 2022		9,655,387	48,565,824
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
Distributions	(2,112)								(2,112)
Net Loss	(5,810)			(2,070)			(2,070)		(3,740)
Other comprehensive income (loss)	(5)				(2)		(2)		(3)
Share-based compensation	1,763			1,763			1,763
Vesting of RSUs				(155)			(155)		155
Vesting of RSUs, shares		177,843
Exercise of stock options	324			(1,831)			(1,831)		2,155
Exercise of stock options, shares		80,598
Common stock repurchased	(4,088)					$ (4,088)	(4,088)
Common stock repurchased, shares		(740,921)
Shares issued in connection with acquisition	1,574			381			381		1,193
Shares issued in connection with acquisition, share		291,829
Ending balance at Mar. 31, 2024	$ (44,900)	$ 3	$ 3	$ (31,303)	$ (14)	$ (4,088)	$ (35,399)		$ (9,501)
Ending balance, shares at Mar. 31, 2024		34,064,232	28,819,066

Revenue Recognition (Tables)

3 Months Ended

Mar. 31, 2024

Revenue from Contract with Customer [Abstract]

Schedule of Revenues Recognized

Revenue recognized for each revenue stream was as follows:


	Three Months Ended March 31,
(in thousands)	2024		2023
Pellet procedures	$	37,389	$	35,070
Dietary supplements		7,389		8,330
Disposable trocars		1,027		720
Compounding pharmacy		171		—
Shipping fees		59		35
Product revenue		46,035		44,155

Training		274		336
Contract-term services		274		210
Other		221		142
Service revenue		769		688
Total revenue	$	46,804	$	44,843

Revenue recognized by geographic region was as follows:


	Three Months Ended March 31,
(in thousands)	2024		2023
United States	$	45,656	$	44,016
All other		379		139
Product revenue		46,035		44,155

United States		769		656
All other		—		32
Service revenue		769		688
Total revenue	$	46,804	$	44,843

Summary of Significant Changes in Contract Liability Balances

Significant changes in contract liability balances were as follows:


	March 31,
	2024						2023
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	$	(1,012	)	$	—		$	(755	)	$	—
Increases due to cash received, excluding amounts recognized as revenue during the period		1,652			422			760			340
Transfers between current and non-current liabilities due to the expected revenue recognition period		576			(576	)		389			(389	)
Total increase in contract liabilities	$	1,216		$	(154	)	$	394		$	(49	)

Summary of Consideration Allocated to Performance Obligations

Consideration allocated to performance obligations was as follows:


	March 31,		December 31,
(in thousands)	2024		2023
Unsatisfied training obligations – Current	$	174	$	151
Unsatisfied contract-term services – Current		1,780		1,583
Unsatisfied contract-term services – Long-term		996		935
Total allocated to unsatisfied contract-term services		2,776		2,518
Unsatisfied pellet procedures – Current		922		940
Unsatisfied pellet procedures – Long-term		430		387
Total allocated to unsatisfied pellet procedures		1,352		1,327
Unsatisfied dietary supplements – Current		-		328
Total deferred revenue – Current	$	2,876	$	3,002
Total deferred revenue – Long-term	$	1,426	$	1,322

Earnout Liability

3 Months Ended

Mar. 31, 2024

Commitments and Contingencies Disclosure [Abstract]

Earnout Liability

11.

EARNOUT LIABILITY

On May 26, 2022, certain of the Company’s equity holders received earnout securities that will vest 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 May 26, 2022, 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 May 26, 2022, 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 May 26, 2022, 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 earnout securities are classified as a liability in the Company’s unaudited condensed consolidated balance sheets because they do not qualify as being indexed to the Company’s own stock. The earnout liability was initially measured at fair value and is subsequently remeasured at the end of each reporting period. The change in fair value of the earnout liability is recorded in the unaudited condensed consolidated statements of operations and comprehensive income (loss). Please see Note 12 for further detail.

In connection with the acquisitions made during the first quarter of 2024, the Company recorded additional earnout liabilities. Please see Note 3 for further detail.

Long-Term Debt - Schedule of Long-term debt (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Debt Disclosure [Abstract]
Term loan	$ 114,063	$ 115,625
Less: Current portion	(6,250)	(6,250)
Team loan non-current portion gross	107,813	109,375
Less: Unamortized debt issuance costs	(2,543)	(2,745)
Term loan, net of current portion	$ 105,270	$ 106,630

Long-Term Debt - Additional Information (Details) - USD ($)			3 Months Ended
	May 26, 2022	May 22, 2022	Mar. 31, 2024	Mar. 31, 2023
Debt Instrument [Line Items]
Outstanding principal amount of term loan			$ 114,063,000
Amortization expense related to debt issuance costs			$ 202,000	$ 195,000
Line of Credit \| Truist Term Loan
Debt Instrument [Line Items]
Term loan face amount		$ 125,000,000
Interest rate			7.93%
Periodic payments			$ 1,600,000
Frequency of periodic payments			quarterly
Outstanding principal amount of term loan			$ 114,100,000
Term loan maturity date			May 26, 2027
Covenant description			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) 4.00:1.00, with respect to the fiscal quarter ending June 30, 2023 through and including March 31, 2024, and (ii) 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 financial 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			$ 200,000	200,000
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 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%
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	$ 0
Senior Secured Revolving Credit Facility \| Debt Commitment Letter \| Haymaker III
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing capacity		$ 50,000
Senior Secured Term Loan A Facility \| Debt Commitment Letter \| Haymaker III
Debt Instrument [Line Items]
Term loan face amount		$ 125,000

Leases - Summary of Payments by Date for Operating Lease (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Lessee, Operating Lease, Liability, to be Paid, Fiscal Year Maturity [Abstract]
2024 (remaining three months)	$ 429
2025	590
2026	610
2027	630
2028	524
Total lease payments	2,783
Less: Interest	(460)
Present value of lease liabilities	$ 2,323	$ 1,991

Leases - Summary of Operating Lease Costs Recognized under ASC 842 and Supplemental Cash Flow Information for Leases (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Leases [Abstract]
Fixed lease expense	$ 126	$ 112
Total lease cost	126	112
Other information:
Cash paid for amounts included in the measurement of lease liabilities	115	$ 64
Right-of-use assets obtained in exchange for new operating lease liabilities	$ 324

Summary of Significant Accounting Policies - Summary of Total Other Current Assets (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Prepaid Expense and Other Assets, Current [Abstract]
Prepaid expenses	$ 3,464	$ 3,914
Advances	4,955	3,638
Income tax receivable		1,365
Other assets	216	308
Total other current assets	$ 8,635	$ 9,225

Revenue Recognition

3 Months Ended

Mar. 31, 2024

Revenue from Contract with Customer [Abstract]

Revenue Recognition

REVENUE RECOGNITION

Revenue recognized for each revenue stream was as follows:


	Three Months Ended March 31,
(in thousands)	2024		2023
Pellet procedures	$	37,389	$	35,070
Dietary supplements		7,389		8,330
Disposable trocars		1,027		720
Compounding pharmacy		171		—
Shipping fees		59		35
Product revenue		46,035		44,155

Training		274		336
Contract-term services		274		210
Other		221		142
Service revenue		769		688
Total revenue	$	46,804	$	44,843

Revenue recognized by geographic region was as follows:


	Three Months Ended March 31,
(in thousands)	2024		2023
United States	$	45,656	$	44,016
All other		379		139
Product revenue		46,035		44,155

United States		769		656
All other		—		32
Service revenue		769		688
Total revenue	$	46,804	$	44,843

Significant changes in contract liability balances were as follows:


	March 31,
	2024						2023
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	$	(1,012	)	$	—		$	(755	)	$	—
Increases due to cash received, excluding amounts recognized as revenue during the period		1,652			422			760			340
Transfers between current and non-current liabilities due to the expected revenue recognition period		576			(576	)		389			(389	)
Total increase in contract liabilities	$	1,216		$	(154	)	$	394		$	(49	)

Consideration allocated to initial training due to deposits paid upfront is presented within deferred revenue in the unaudited condensed consolidated balance sheets and is expected to be recognized as revenue within one year as the training is performed. Consideration allocated to contract-term services is presented within deferred revenue and deferred revenue, long-term for the amounts expected to be recognized within one year and longer than one year, respectively.

Consideration allocated to the premiums within the management fee for pellet procedures is presented within deferred revenue current and deferred revenue, long-term for amounts expected to be recognized within one year and longer than one year, respectively.

Consideration allocated to performance obligations was as follows:


	March 31,		December 31,
(in thousands)	2024		2023
Unsatisfied training obligations – Current	$	174	$	151
Unsatisfied contract-term services – Current		1,780		1,583
Unsatisfied contract-term services – Long-term		996		935
Total allocated to unsatisfied contract-term services		2,776		2,518
Unsatisfied pellet procedures – Current		922		940
Unsatisfied pellet procedures – Long-term		430		387
Total allocated to unsatisfied pellet procedures		1,352		1,327
Unsatisfied dietary supplements – Current		-		328
Total deferred revenue – Current	$	2,876	$	3,002
Total deferred revenue – Long-term	$	1,426	$	1,322

The Company does not have a history of material returns or refunds and generally does not offer warranties or guarantees for any products or services. There were no expected returns or refunds recorded as a reduction of revenue for the three months ended March 31, 2024 and 2023.

- 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
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+ Details

Commitments and Contingencies

3 Months Ended

Mar. 31, 2024

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

19.

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.

On April 23, 2024, the Company settled all outstanding litigation described below with one of the Company’s stockholders, Dr. Gary S. Donovitz (“Donovitz”) (the “Donovitz Litigation”). The Company is currently evaluating the impact of the settlement on its consolidated results of operations and financial position.

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 $4.7million 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 April 23, 2024, the Company and Donovitz executed a settlement agreement to resolve all remaining outstanding litigation with Donovitz. Pursuant to the settlement agreement, the Company has agreed to repurchase all of the Class A common units of BioTE Holdings, LLC, the Class V voting stock of Biote (together, “Paired Interests”) 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 April 26, 2024. 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) a voting agreement with customary terms acceptable to the Company.

On April 26, 2024, the Company repurchased 5,075,090 shares of Class A common stock and 3,117,299 Paired Interests for approximately $32.2 million. Additionally, under the terms of the settlement agreement, the Company canceled 3,985,887 earnout

securities. The Company expects to record the impact of the settlement agreement during its second fiscal quarter ending June 30, 2024.

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.

Document and Entity Information - shares	3 Months Ended
Document and Entity Information - shares	Mar. 31, 2024	May 07, 2024
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2024
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q1
Trading Symbol	BTMD
Entity Registrant Name	biote Corp.
Entity Central Index Key	0001819253
Current Fiscal Year End Date	--12-31
Entity Filer Category	Accelerated Filer
Entity Small Business	true
Entity Shell Company	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Security Exchange Name	NASDAQ
Entity File Number	001-40128
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-1791125
Entity Address, Address Line One	1875 W. Walnut Hill Ln
Entity Address, Address Line Two	#100
Entity Address, City or Town	Irving
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75038
City Area Code	844
Local Phone Number	604-1246
Document Quarterly Report	true
Document Transition Report	false
Class A Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		30,320,599
Class V Voting Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		31,715,880

Revenue Recognition - Summary of Consideration Allocated to Performance Obligations (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Disaggregation of Revenue [Line Items]
Deferred revenue, current	$ 2,876	$ 3,002
Deferred revenue, net of current portion	1,426	1,322
Unsatisfied Training Obligations
Disaggregation of Revenue [Line Items]
Deferred revenue, current	174	151
Unsatisfied Contract-term Services
Disaggregation of Revenue [Line Items]
Deferred revenue, current	1,780	1,583
Deferred revenue, net of current portion	996	935
Total Deferred Revenue	2,776	2,518
Unsatisfied Pellet Procedures
Disaggregation of Revenue [Line Items]
Deferred revenue, current	922	940
Deferred revenue, net of current portion	430	387
Total Deferred Revenue	$ 1,352	1,327
Unsatisfied Dietary Supplements
Disaggregation of Revenue [Line Items]
Deferred revenue, 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

Related-Party Transactions - Additional Information (Details) - USD ($) $ in Thousands		3 Months Ended
	May 18, 2022	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Vendor
Related Party Transaction [Line Items]
Inventory purchases		$ 100	$ 400
Vendor \| Related Party
Related Party Transaction [Line Items]
Amount due		400		$ 100
Founder Advisor \| Founder Advisory Agreement
Related Party Transaction [Line Items]
Agreement term	4 years
Annual fees per year	$ 300
Mr. Andy Thacker \| Independent Contractor Agreement and New Independent Contractor Agreement
Related Party Transaction [Line Items]
Compensation paid		$ 30	$ 30

Leases - Additional Information (Details) - ft²			3 Months Ended
Leases - Additional Information (Details) - ft²	Nov. 01, 2022	Jul. 01, 2014	Mar. 31, 2024
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 leased office space to extend through November 30, 2028.
Area of office space	3,700

Net Loss Per Common Share - Schedule of Computation of Diluted Weighted Average Shares Outstanding (Details) - shares	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potentially antidilutive common units outstanding	49,122,445	71,927,109
RSUs
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potentially antidilutive common units outstanding	288,473	1,196,632
Stock Options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potentially antidilutive common units outstanding	8,427,406	5,026,279
Public Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potentially antidilutive common units outstanding		8,116,643
Private Placement Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potentially antidilutive common units outstanding		5,387,489
Class V Voting Stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potentially antidilutive common units outstanding	28,819,066	40,612,566
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

Revenue Recognition - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Revenue from Contract with Customer [Abstract]
Reduction of revenue	$ 0	$ 0

Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Millions				3 Months Ended
	Apr. 23, 2024	Nov. 02, 2023	Jun. 23, 2022	Mar. 31, 2024	May 10, 2024	Apr. 26, 2024
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
Paired interests, shares						3,117,299
Paired interests, value						$ 32.2
Cancellation of earnout securities under settlement agreement						3,985,887
Class A Common Stock
Loss Contingencies [Line Items]
Repurchased shares				740,921
Class A Common Stock \| Subsequent Event
Loss Contingencies [Line Items]
Repurchased shares					256,043	5,075,090
Judicial Ruling
Loss Contingencies [Line Items]
Loss contingency attorney's fees awarded		$ 4.7
Loss contingency future fees awarded		$ 0.2

Property and Equipment, Net - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 0.1	$ 0.3

Revenue Recognition - Summary of Significant Changes in Contract Liability Balances (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Deferred Revenue
Disaggregation of Revenue [Line Items]
Revenue recognized that was included in the contract liability balance at the beginning of the period	$ (1,012)	$ (755)
Increases due to cash received, excluding amounts recognized as revenue during the period	1,652	760
Transfers between current and non-current liabilities due to the expected revenue recognition period	576	389
Total increase in contract liabilities	1,216	394
Deferred Revenue, Long-term
Disaggregation of Revenue [Line Items]
Increases due to cash received, excluding amounts recognized as revenue during the period	422	340
Transfers between current and non-current liabilities due to the expected revenue recognition period	(576)	(389)
Total increase in contract liabilities	$ (154)	$ (49)

- 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

Share-Based Compensation - Summary of Stock Option Activity (Details) - 2022 Equity Incentive Plan - $ / shares	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock Options Outstanding, Beginning Balance	8,141,716	5,042,628
Stock Options, Granted	786,500	4,286,005
Stock Options, Exercised	(80,598)	(105,049)
Stock Options, Forfeited	(420,212)	(1,081,868)
Stock Options Outstanding, Ending Balance	8,427,406	8,141,716	5,042,628
Stock Options, Exercisable	281,085
Weighted-Average Exercise Price Outstanding, Beginning Balance	$ 4.66	$ 3.86
Weighted-Average Exercise Price, Granted	5.6	5.6
Weighted-Average Exercise Price, Exercised	4	4
Weighted-Average Exercise Price, Forfeited	4.37	4.69
Weighted-Average Exercise Price Outstanding, Ending Balance	4.63	$ 4.66	$ 3.86
Weighted-Average Exercise Price, Exercisable	$ 4.35
Weighted-Average Remaining Contractual Term (Years)	8 years 10 months 24 days	8 years 10 months 24 days	9 years 6 months
Weighted-Average Remaining Contractual Term (Years), Exercisable	8 years 9 months 18 days

Acquisitions - Summary of Estimates for Purchase Price Allocation to Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands		3 Months Ended
	Mar. 18, 2024	Mar. 31, 2024
Business Acquisition [Line Items]
Total cash consideration		$ 11,122
Goodwill		5,525
F.H. Investments Inc
Business Acquisition [Line Items]
Accounts receivable		27
Inventory		1,722
Other current assets		29
Property and equipment		321
Operating lease right-of-use assets		405
Accounts payable		(63)
Accrued expenses		(297)
Operating lease liabilities, current		(75)
Operating lease liabilities, net of current portion		(330)
Total identifiable net assets		3,329
Total cash consideration	$ 8,400	8,354
Performance-based contingent consideration	$ 500
Earnout liability, current		500
Goodwill		5,525
F.H. Investments Inc \| Customer relationships
Business Acquisition [Line Items]
Intangible assets		1,290
F.H. Investments Inc \| Non-compete
Business Acquisition [Line Items]
Intangible assets		220
F.H. Investments Inc \| Trade Name
Business Acquisition [Line Items]
Intangible assets		$ 80

Intangible Assets, Net (Tables)

3 Months Ended

Mar. 31, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Summary of Intangible Assets, Net

Intangible assets, net consisted of the following:


			March 31, 2024
(in thousands)	Fair Value at Acquisition		Accumulated Amortization			Net Carrying Value		Weighted Average Amortization Period
Customer relationships	$	2,097	$	(25	)	$	2,072	8.5 years
Developed technology		3,760		(188	)		3,572	5 years
Non-compete agreement		220		—			220	3 years
Trade names		158		(7	)		151	3 years
Total intangible assets	$	6,235	$	(220	)	$	6,015	6 years

Schedule of Estimated Amortization Expense

The estimated amortization expense for each of the next five years is as follows:


As of March 31,	(in thousands)
2024 (remaining nine months)	$	865
2025		1,153
2026		1,153
2027		1,052
2028		1,027
Thereafter		765
Total	$	6,015

Inventory, Net - Schedule of Inventory, Net (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Inventory [Line Items]
Net Inventory	$ 18,917	$ 17,307
Product \| Pellets
Inventory [Line Items]
Inventory, gross	9,129	7,200
Obsolete and expired allowance	(1,342)	(1,272)
Net Inventory	7,787	5,928
Product \| Dietary Supplements
Inventory [Line Items]
Inventory, gross	11,145	11,394
Obsolete and expired allowance	(15)	(15)
Net Inventory	$ 11,130	$ 11,379

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Current assets
Cash and cash equivalents	$ 78,787	$ 89,002
Accounts receivable, net	8,022	6,809
Inventory, net	18,917	17,307
Other current assets	8,635	9,225
Total current assets	114,361	122,343
Property and equipment, net	2,191	1,218
Capitalized software, net	4,930	4,973
Goodwill	5,525
Intangible assets, net	6,015
Operating lease right-of-use assets	2,202	1,877
Deferred tax asset	24,884	24,884
Total assets	160,108	155,295
Current liabilities
Accounts payable	4,196	4,155
Accrued expenses	9,729	8,497
Term loan, current	6,250	6,250
Deferred revenue, current	2,876	3,002
Earnout liabilities, current	600
Operating lease liabilities, current	406	311
Total current liabilities	24,057	22,215
Term loan, net of current portion	105,270	106,630
Deferred revenue, net of current portion	1,426	1,322
Operating lease liabilities, net of current portion	1,917	1,680
TRA liability	18,894	18,894
Earnout liabilities, net of current portion	53,444	41,100
Total liabilities	205,008	191,841
Commitments and contingencies (See Note 19)
Stockholders' Deficit
Preferred stock, $0.0001 par value, 10,000,000 shares authorized; no shares issued or outstanding as of March 31, 2024 and December 31, 2023
Additional paid-in capital	0	0
Accumulated deficit	(31,303)	(29,391)
Accumulated other comprehensive loss	(14)	(12)
Treasury stock, at cost	(4,088)
biote Corp.'s stockholders' deficit	(35,399)	(29,397)
Noncontrolling interest	(9,501)	(7,149)
Total stockholders' deficit	(44,900)	(36,546)
Total liabilities and stockholders' deficit	160,108	155,295
Class A Common Stock
Stockholders' Deficit
Common stock value	3	3
Class V Common Stock
Stockholders' Deficit
Common stock value	$ 3	$ 3