false 0001819253 0001819253 2025-03-12 2025-03-12

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): March 12, 2025

 

 

biote Corp.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-40128   85-1791125

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

1875 W. Walnut Hill Ln #100

Irving, Texas 75038

(Address of principal executive offices, including zip code)

(844) 604-1246

(Registrant’s telephone number, including area code)

 

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

 

 

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

 

Title of each class

 

Trading
Symbols

 

Name of each exchange

on which registered

Class A common stock, par value $0.0001 per share   BTMD   The Nasdaq Stock Market LLC

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

 

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

 

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

 

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

 

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

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

Emerging growth company 

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

 

 

 


Item 2.02

Results of Operations and Financial Condition.

On March 12, 2025, biote Corp., a Delaware corporation (the “Company”) issued a press release to report the Company’s financial results for the fiscal year and quarter ended December 31, 2024. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

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

 

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit

No.

   Description
99.1    Press Release, dated March 12, 2025.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).


SIGNATURE

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

 

biote Corp.
By:  

/s/ Bret Christensen

Name:   Bret Christensen
Title:   Chief Executive Officer

Date: March 12, 2025

Exhibit 99.1

 

LOGO  

Biote Reports Fourth Quarter and Full Year 2024 Financial Results

Strengthened business with launch of BioteRx and enhancements to Biote Method

Provides fiscal 2025 outlook

IRVING, TX – March 12, 2025 - Biote (NASDAQ: BTMD), a leading solutions provider in preventive health care through the delivery of personalized hormone optimization and therapeutic wellness, today announced financial results for the fourth quarter and full year ended December 31, 2024.

Fourth Quarter 2024 Financial Highlights

(All financial result comparisons made are against the prior-year period)

 

   

Revenue of $49.8 million

 

   

Procedure revenue of $36.6 million

 

   

Gross profit margin of 71.8%

 

   

Net income of $3.5 million and diluted earnings per share attributable to biote Corp. stockholders of $0.10, compared to net income of $12.1 million and diluted earnings per share attributable to biote Corp. stockholders of $0.18

 

   

Adjusted EBITDA1 of $15.1 million and Adjusted EBITDA margin1 of 30.3%

Full Year 2024 Financial Highlights

(All financial result comparisons made are against the prior year)

 

   

Revenue of $197.2 million, an increase of 6.4%

 

   

Procedure revenue of $150.3 million

 

   

Gross profit margin of 70.5%

 

   

Net income of $0.05 million and diluted earnings per share attributable to biote Corp. stockholders of $0.09 per diluted share, compared to net loss of $(2.8) million and diluted earnings per share attributable to biote Corp. stockholders of $0.13

 

   

Adjusted EBITDA1 of $58.2 million and Adjusted EBITDA margin1 of 29.5%

“In 2024 Biote strengthened its capabilities to provide the next level of individualized and evidence-based healthcare,” said Bob Peterson, Biote Chief Financial Officer. “Full year 2024 revenue increased 6.4% compared to 2023 and, with continued efficiencies from the vertical integration of our 503B manufacturing facility, gross profit margin also improved. Even as fourth quarter procedure volume was impacted due to the transition to upgraded clinical decision support software throughout our network, fourth quarter revenue increased 9.0%. We are continuing to work closely with our practitioners and are offering additional training on our enhanced software. We ended the year in a strong financial position, with $39.3 million in cash and cash equivalents on our balance sheet.”

 

1 

Adjusted EBITDA and Adjusted EBITDA margin are non-GAAP financial measures. Please see “Discussion of non-GAAP Financial Measures” for additional information on non-GAAP financial measures and a reconciliation to the most comparable GAAP measure.


Bret Christensen, Biote Chief Executive Officer, stated, “Over the past fifteen months, Biote achieved significant progress, which we believe will help us succeed in building a strong foundation for growth in the years ahead. With the phased launch of the BioteRx platform and the roll-out of our upgraded clinical decision support software, we strengthened our competitive moat and broadened our capabilities to more comprehensively address the growing market for hormone optimization and therapeutic wellness. Additionally, we continued our efforts to optimize our manufacturing efficiency and strengthen our supply chain through the integration and growth of Asteria Health. Biote continues to generate strong operating cash flow while also investing in future growth.”

2024 Fourth Quarter Financial Review

(All financial result comparisons made are against the prior-year period unless otherwise noted)

Revenue for the fourth quarter of 2024 was $49.8 million, an increase of 9.0% from $45.7 million for the fourth quarter of 2023. Procedure revenue grew 5.0%, primarily reflecting growth at established top-tier clinics. As expected, fourth quarter procedure revenue growth was negatively impacted by two headwinds: 1) a reduction in procedure volume as clinics transitioned to our upgraded clinical decision support software introduced in the third quarter of 2024; and 2) our focus on training our existing practitioners, which impacted our ability to add new clinics at the expected rate. Dietary supplement revenue grew 10.2%, benefiting from the transition of a portion of this business to our e-commerce platform on Amazon.

Gross profit margin for the fourth quarter of 2024 was 71.8% compared to 69.4% for the fourth quarter of 2023. The increase in gross profit margin was primarily due to the vertical integration of our 503B manufacturing facility and effective cost management.

Operating income for the fourth quarter of 2024 was $2.8 million, compared to $5.5 million for the fourth quarter of 2023. Operating income in the fourth quarter of 2024 decreased due to employee-related investments and additional legal expenses.

Net income for the fourth quarter of 2024 was $3.5 million and diluted earnings per share attributable to biote Corp. stockholders of $0.10, compared to net income of $12.1 million and diluted earnings per share attributable to biote Corp. stockholders of $0.18. Net income for the fourth quarter of 2024 and 2023 included a loss of $0.8 million and a gain of $5.4 million, respectively, due to a change in the fair value of the earnout liabilities.

Adjusted EBITDA for the fourth quarter of 2024 was $15.1 million, with an Adjusted EBITDA margin of 30.3%, compared to Adjusted EBITDA of $13.6 million, with an Adjusted EBITDA margin of 29.7%. The increases in Adjusted EBITDA and Adjusted EBITDA margin for the fourth quarter of 2024 reflected the operating leverage in our business model.

2024 Full Year Financial Review

(All financial result comparisons made are against the prior year unless otherwise noted)

Revenue for 2024 was $197.2 million, an increase of 6.4% from $185.4 million in 2023. The increase was primarily driven by growth in procedure revenue.


Gross profit margin for 2024 was 70.5% compared to 68.8% for 2023. The increase in gross profit margin was primarily due to the vertical integration of our 503B manufacturing facility and effective cost management.

Operating income for 2024 was $31.6 million, an increase of 10.3% compared to operating income of $28.7 million for 2023. Operating income improved in 2024 primarily due to revenue growth and higher gross profit, which more than offset higher operating expenses.

Net income for 2024 was $0.05 million and diluted earnings per share attributable to biote Corp. stockholders of $0.09, compared to net loss of $(2.8) million and diluted earnings per share attributable to biote Corp. shareholders of $0.13 in 2023.

Adjusted EBITDA for 2024 was $58.2 million, with an Adjusted EBITDA margin of 29.5%, compared to Adjusted EBITDA of $55.3 million, with an Adjusted EBITDA margin of 29.8% for 2023.

2025 Financial Outlook

“To reach our full potential and drive accelerated growth, I have identified several areas of emphasis for 2025 which I believe are fundamental to commercial execution at a high level,” said Mr. Christensen. “First, we are strengthening our efforts to maximize the value of our top-tier providers. Second, we are intensifying our focus on adding practitioners to further broaden our network and reinvigorate our procedure revenue growth rate. Third, we are working to drive revenue growth by strengthening accountability and improving consistency and discipline throughout the commercial organization. Although these changes are expected to be implemented quickly, they will take time to show results before we experience an anticipated acceleration in revenue growth. I’m confident that these initiatives will strengthen our commercial organization through increased productivity beginning later this year.”

The Company expects the following for fiscal 2025:

 

($ in millions)    2025 Guidance Ranges  

Revenue

   $ 202-$208  

Adjusted EBITDA2

   $ 59-64  

 

   

2025 Procedure revenue is expected to increase approximately 2-4% from 2024.

 

   

2025 Dietary supplements revenue is expected to increase approximately 5-10% from 2024.

Although we do not typically provide quarterly financial guidance, we expect first quarter 2025 revenue to be slightly higher as compared to the first quarter of 2024 as we ramp up training and onboarding of new practitioners to reinvigorate quickstart-related revenue. First quarter 2025 Adjusted EBITDA is expected to be approximately 5 percent lower as compared to the first quarter of 2024 due to increased sales and marketing activities to reaccelerate new customer growth.

 

2 

Please see “Forward-Looking Non-GAAP Financial Measures” below for additional information about forward-looking Adjusted EBITDA.


Conference Call:

Biote management will host a conference call to review these results and provide a business update beginning at 5:00 p.m. ET on Tuesday, March 12, 2025. To access the conference call by telephone, please dial (844) 481-2820 (U.S toll-free) or (412) 317-0679 (International). To access a live webcast of the call, interested parties may use the following link: Biote Fourth Quarter 2024 Earnings Conference Call. A replay of the webcast will be available on the Events page of the Biote Investor Relations website, at ir.biote.com, shortly after the event concludes.

Discussion of Non-GAAP Financial Measures

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

We present Adjusted EBITDA and Adjusted EBITDA margin because it is a key measure used by our management to evaluate our operating performance, generate future operating plans and determine payments under compensation programs. Accordingly, we believe that Adjusted EBITDA and Adjusted EBITDA margin provide useful information to investors and others in understanding and evaluating our operating results in the same manner as our management.

Adjusted EBITDA and Adjusted EBITDA margin have limitations as analytical tools, and you should not consider them in isolation or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are as follows:

 

   

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

 

   

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

 

   

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

In addition, Adjusted EBITDA and Adjusted EBITDA margin are subject to inherent limitations as it reflects the exercise of judgment by Biote’s management about which expenses are excluded or included. A reconciliation is provided in the financial statement tables included below in this press release for each non-GAAP financial measure to the most directly comparable financial measure stated in accordance with GAAP. Because of these limitations, you should consider Adjusted EBITDA and Adjusted EBITDA margin alongside other financial performance measures, including net income and our other GAAP results.


Forward-Looking Non-GAAP Financial Measures

The Company does not provide a reconciliation of forward-looking non-GAAP financial measures to their comparable GAAP financial measures because it could not do so without unreasonable effort due to the unavailability of certain information needed to calculate reconciling items. For example, the Company has not included a reconciliation of projected Adjusted EBITDA to GAAP net income (loss), which is the most directly comparable GAAP measure, for the periods presented in reliance on the unreasonable efforts exception provided under Item 10(e)(1)(i)(B) of Regulation S-K. The Company’s projected Adjusted EBITDA excludes certain items that are inherently uncertain and difficult to predict including, but not limited to, share-based compensation expense, income taxes, due diligence expenses and legal expenses. Due to the variability, complexity and limited visibility of the adjusting items that would be excluded from projected Adjusted EBITDA in future periods, management does not forecast them for internal use and therefore cannot create a quantitative projected Adjusted EBITDA to GAAP net income (loss) reconciliation for the periods presented without unreasonable efforts. A quantitative reconciliation of projected Adjusted EBITDA to GAAP net income (loss) for the periods presented would imply a degree of precision and certainty as to these future items that does not exist and could be confusing to investors. From a qualitative perspective, it is anticipated that the differences between projected Adjusted EBITDA to GAAP net income (loss) for the periods presented will consist of items similar to those described in the financial tables later in this release, including, for example and without limitation, share-based compensation expense, income taxes, due diligence expenses and legal expenses. The timing and amount of any of these excluded items could significantly impact the Company’s GAAP net income (loss) for a particular period. When planning, forecasting and analyzing future periods, the Company does so primarily on a non-GAAP basis without preparing a GAAP analysis.

About Biote

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

 

1 

Adjusted EBITDA and Adjusted EBITDA margin are non-GAAP financial measures. Please see “Discussion of non-GAAP Financial Measures” for additional information on non-GAAP financial measures and a reconciliation to the most comparable GAAP measure.

2 

Please see “Forward-Looking Non-GAAP Financial Measures” below for additional information about forward-looking Adjusted EBITDA.


Forward-Looking Statements

This press release contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Some of the forward-looking statements can be identified by the use of forward-looking words. Statements that are not historical in nature, including the words “may,” “can,” “should,” “will,” “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “hope,” “believe,” “seek,” “target,” “continue,” “could,” “might,” “ongoing,” “potential,” “predict,” “would” and other similar expressions, are intended to identify forward-looking statements. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual results or developments to differ materially from those expressed or implied by such forward-looking statements, including but not limited to: the success of our dietary supplements to attain significant market acceptance among clinics, practitioners and their patients; our customers’ reliance on certain third parties to support the manufacturing of bio-identical hormones for prescribers; our and our customers’ sensitivity to regulatory, economic, environmental and competitive conditions in certain geographic regions; our ability to increase the use by practitioners and clinics of the Biote Method at the rate that we anticipate or at all; our ability to grow our business; the significant competition we face in our industry; the impact of strategic acquisitions and the implementation of our growth strategies; our limited operating history; our ability to protect our intellectual property; the heavy regulatory oversight in our industry; changes in applicable laws or regulations; changes to international tariffs; the inability to profitably expand in existing markets and into new markets; the possibility that we may be adversely impacted by other economic, business and/or competitive factors, including the impact of hurricane and other natural disasters; and future exchange and interest rates. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and other risks and uncertainties described in the “Risk Factors” section of the Biote’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, each filed or to be filed with the Securities and Exchange Commission (the “SEC”) and other documents filed by Biote from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Biote assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Biote does not give any assurance that it will achieve its expectations.


Financial Tables

Biote Corp.

Consolidated Balance Sheets

(In Thousands)

(Unaudited)

 

     December 31,     December 31,  
     2024     2023  

Assets

    

Current assets:

    

Cash and cash equivalents

   $ 39,342     $ 89,002  

Accounts receivable, net

     7,631       6,809  

Inventory, net

     14,845       17,307  

Other current assets

     6,309       9,225  
  

 

 

   

 

 

 

Total current assets

     68,127       122,343  

Property and equipment, net

     6,973       1,218  

Capitalized software, net

     3,877       4,973  

Goodwill

     5,833       —   

Intangible assets, net

     5,500       —   

Operating lease right-of-use assets

     3,246       1,877  

Deferred tax assets, net

     28,742       24,884  

Other non-current assets

     72       —   
  

 

 

   

 

 

 

Total assets

   $ 122,370     $ 155,295  
  

 

 

   

 

 

 

Liabilities and Stockholders’ Deficit

    

Current liabilities:

    

Accounts payable

   $ 5,813     $ 4,155  

Accrued expenses

     11,293       8,497  

Term loan, current

     6,250       6,250  

Deferred revenue, current

     2,961       3,002  

Earnout liabilities, current

     100       —   

Operating lease liabilities, current

     523       311  

Share repurchase liabilities, current

     24,574       —   
  

 

 

   

 

 

 

Total current liabilities

     51,514       22,215  

Term loan, net of current portion

     101,199       106,630  

Deferred revenue, net of current portion

     1,553       1,322  

Operating lease liabilities, net of current portion

     2,890       1,680  

Share repurchase liabilities, net of current portion

     44,300       —   

Other non-current liability

     1,500       —   

TRA liability

     4,479       18,894  

Earnout liabilities, net of current portion

     17,135       41,100  
  

 

 

   

 

 

 

Total liabilities

     224,570       191,841  

Commitments and contingencies

    

Stockholders’ Deficit

    

Preferred stock

     —        —   

Class A common stock

     3       3  

Class V voting stock

     1       3  

Additional paid-in capital

     —        —   

Accumulated deficit

     (100,297     (29,391

Accumulated other comprehensive loss

     (35     (12

Treasury stock, at cost

     (5,600     —   
  

 

 

   

 

 

 

biote Corp.’s stockholders’ deficit

     (105,928     (29,397

Noncontrolling interest

     3,728       (7,149
  

 

 

   

 

 

 

Total stockholders’ deficit

     (102,200     (36,546
  

 

 

   

 

 

 

Total liabilities and stockholders’ deficit

   $ 122,370     $ 155,295  
  

 

 

   

 

 

 


Biote Corp.

Consolidated Statements of Operations and Comprehensive Income (Loss)

(In Thousands, except share and per share amounts)

(Unaudited)

 

     Three Months Ended
December 31,
    Year Ended December 31,  
     2024     2023     2024     2023  

Revenue:

        

Product revenue

   $ 48,288     $ 44,935     $ 192,240     $ 182,573  

Service revenue

     1,546       768       4,951       2,787  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total revenue

     49,834       45,703       197,191       185,360  
  

 

 

   

 

 

   

 

 

   

 

 

 

Cost of revenue

        

Cost of products

     13,163       13,157       55,087       54,246  

Cost of services

     876       848       3,043       3,631  
  

 

 

   

 

 

   

 

 

   

 

 

 

Cost of revenue

     14,039       14,005       58,130       57,877  

Selling, general and administrative

     33,028       26,190       107,450       98,826  
  

 

 

   

 

 

   

 

 

   

 

 

 

Income from operations

     2,767       5,508       31,611       28,657  

Other income (expense), net:

        

Interest expense, net

     (3,222     (1,542     (11,001     (6,363

Loss from change in fair value of warrant liability

     —        —        —        (13,411

Gain (loss) from change in fair value of earnout liabilities

     (780     5,370       (19,605     (8,990

Other income (expense)

     15       (2     11       (16
  

 

 

   

 

 

   

 

 

   

 

 

 

Total other income (expense), net

     (3,987     3,826       (30,595     (28,780
  

 

 

   

 

 

   

 

 

   

 

 

 

Income (loss) before provision for income taxes

     (1,220     9,334       1,016       (123

Income tax (benefit) expense

     (4,703     (2,744     970       2,682  
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income (loss)

     3,483       12,078       46       (2,805

Less: Net income (loss) attributable to noncontrolling interest

     (220     4,344       (3,111     (6,121
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income attributable to biote Corp. stockholders

   $ 3,703     $ 7,734     $ 3,157     $ 3,316  
  

 

 

   

 

 

   

 

 

   

 

 

 

Other comprehensive income (loss):

        

Foreign currency translation adjustments

     (5     —        (15     8  

Other comprehensive income (loss)

     (5     —        (15     8  
  

 

 

   

 

 

   

 

 

   

 

 

 

Comprehensive income (loss)

   $ 3,478     $ 12,078     $ 31     $ (2,797
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income per common share

        

Basic

   $ 0.12     $ 0.23     $ 0.09     $ 0.13  

Diluted

   $ 0.10     $ 0.18     $ 0.09     $ 0.13  

Weighted average common shares outstanding

        

Basic

     31,281,693       33,982,258       34,270,809       25,709,343  

Diluted

     37,290,059       63,352,513       34,270,809       25,709,343  


Biote Corp.

Consolidated Statements of Cash Flows

(In Thousands)

(Unaudited)

 

     Year Ended December 31,  
     2024     2023  

Operating Activities

    

Net income (loss)

   $ 46     $ (2,805

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

    

Depreciation and amortization

     3,574       2,994  

Bad debt expense

     1,490       663  

Amortization of debt issuance costs

     819       794  

Write-off of capitalized software

     —        313  

Provision for (benefit from) obsolete inventory

     503       (26

Non-cash lease expense

     815       499  

Non-cash interest on share repurchase liability

     2,620       —   

Shares issued in settlement of litigation

     —        1,199  

Share-based compensation expense

     8,735       9,057  

Loss from change in fair value of warrant liability

     —        13,411  

Loss from change in fair value of earnout liabilities

     19,605       8,990  

Deferred income taxes

     (2,898     721  

Changes in operating assets and liabilities:

    

Accounts receivable

     (2,267     (505

Inventory

     3,714       (6,098

Other assets

     2,882       (5,418

Accounts payable

     1,545       (165

Deferred revenue

     190       1,433  

Accrued expenses

     4,632       2,223  

Operating lease liabilities

     (762     (397
  

 

 

   

 

 

 

Net cash provided by operating activities

     45,243       26,883  

Investing Activities

    

Purchases of property and equipment

     (6,430     (359

Purchases of capitalized software

     (526     (2,354

Acquisitions, net of cash acquired

     (11,842     —   
  

 

 

   

 

 

 

Net cash used in investing activities

     (18,798     (2,713

Financing Activities

    

Repurchases of common stock

     (5,599     —   

Principal repayments on term loan

     (6,250     (6,250

Payments on repurchase liability

     (62,162     —   

Proceeds from exercise of stock options

     2,390       420  

Issuance of stock under purchase plan

     282       144  

Distributions

     (4,744     (8,694
  

 

 

   

 

 

 

Net cash used in financing activities

     (76,083     (14,380

Effect of exchange rate changes on cash and cash equivalents

     (22     (19
  

 

 

   

 

 

 

Net increase (decrease) in cash and cash equivalents

     (49,660     9,771  

Cash and cash equivalents at beginning of period

     89,002       79,231  
  

 

 

   

 

 

 

Cash and cash equivalents at end of period

   $ 39,342     $ 89,002  
  

 

 

   

 

 

 

Supplemental Disclosure of Cash Flow Information

    

Cash paid for interest

   $ 9,535     $ 9,476  

Cash paid for income taxes

   $ 2,593     $ 4,426  

Non-cash investing and financing activities

    

Capital expenditures and capitalized software included in accounts payable

   $ 50     $ 208  

Shares issued to acquire Simpatra

   $ 1,841     $ —   


Biote Corp.

Reconciliation of Adjusted EBITDA to Net Income (Loss)

(In Thousands)

(Unaudited)

The following table presents a reconciliation of net income to Adjusted EBITDA, as well as the calculation of net income (loss) margin and Adjusted EBITDA margin, for each of the periods indicated.

 

     Three Months Ended     Year Ended  
     December 31,     December 31,  
(in thousands)    2024     2023     2024     2023  

Net Income (loss)

   $ 3,483     $ 12,078     $ 46     $ (2,805

Interest expense, net(1)

     3,222       1,542       11,001       6,363  

Income tax expense

     (4,703     (2,744     970       2,682  

Depreciation and amortization(2)

     1,138       1,510       3,574       2,994  

Share-based compensation expense(3)

     1,886       1,997       8,735       9,057  

Litigation expenses-former owner(4)

     261       1,963       972       6,770  

Litigation-other(5)

     2,195       153       2,688       633  

Legal settlement loss(6)

     5,000       (200     5,018       1,048  

Inventory fair value write-up(7)

     —        —        1,324       —   

Transaction-related expenses(8)

     —        32       82       2,118  

Other expenses(9)

     1,837       525       3,191       1,174  

Merger and acquisition expenses(10)

     24       2,088       1,019       2,821  

Loss from change in fair value of warrant liability

     —        —        —        13,411  

(Gain) loss from change in fair value of earnout liabilities

     780       (5,370     19,605       8,990  
  

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted EBITDA

   $ 15,123     $ 13,574     $ 58,225     $ 55,256  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total revenue

   $ 49,834     $ 45,703     $ 197,191     $ 185,360  

Net income (loss) margin(11)

     7.0     26.4     0.0     (1.5 )% 

Adjusted EBITDA margin(12)

     30.3     29.7     29.5     29.8


(1)

Represents cash and non-cash interest on our debt obligations, commitment fees for our unused Revolving Loans, net of interest income earned on our money market account and short-term investment. For the year ended December 31, 2024, interest expense, net included $2.6 million of accreted interest related to the share repurchase liabilities.

(2)

Represents depreciation expense on property and equipment, amortization expense on capitalized software and amortization expense on purchased intangible assets. Depreciation expense of $0.03 million was included in cost of products for the year ended December 31, 2024.

(3)

Represents employee compensation expense associated with equity-based stock awards. This includes expense associated with equity incentive instruments including phantom stock awards, stock options and restricted stock units.

(4)

Represents legal expenses to defend the Company against claims asserted by the Company’s former owner.

(5)

Represents litigation expenses other than those incurred in connection with claims asserted by the Company’s former owner that are not related to the Company’s ongoing business.

(6)

Represents settlements of legal matters.

(7)

Represents the fair market value write-up of inventory accounted for under ASC 805 related to the acquisition of Asteria Health.

(8)

Represents transaction costs, including legal fees of $0.08 million and $0.9 million, incurred during the years ended December 31, 2024 and 2023, respectively, and for the year ended December 31, 2023, filing fees of $0.2 million and professional services fees of $1.0 million, each of which were incurred in connection with the filing of, and transactions contemplated by, the Company’s securities offerings during the years ended December 31, 2024 and 2023.

(9)

Represents executive severance costs of $2.0 million, strategic consulting and advisory services of $0.6 million, professional services fees of $0.4 million related to the accounting treatment of the share repurchase liabilities, estimated excise tax related to the repurchase of Class A common stock of $0.2 million. For the year ended December 31, 2023, this amount represents executive severance costs of $0.8 million, costs related to recruiting executive level management, including the Chief Commercial Officer of $0.2 million, legal fees of $0.1 million and professional services fees of $0.1 million associated with the restatement of the Company’s financial statements for the quarters ended June 30, 2022 and September 30, 2022 and a realized foreign currency loss of less than $0.02 million.

(10)

Represents professional fees of $0.3 million and $0.6 million and legal fees of $0.7 million and $1.8 million incurred during the years ended December 31, 2024 and 2023, respectively and consulting fees of $0.4 million incurred during the year ended December 31, 2023, all of which were associated with strategic opportunities to expand the business.

(11)

Net income (loss) margin is defined as net income (loss) divided by total revenue.

(12)

Adjusted EBITDA margin is defined as adjusted EBITDA divided by total revenue.


Investor Relations:

Eric Prouty

AdvisIRy Partners

eric.prouty@advisiry.com

Media:

Press@biote.com

v3.25.0.1
Document and Entity Information
Mar. 12, 2025
Cover [Abstract]  
Amendment Flag false
Entity Central Index Key 0001819253
Document Type 8-K
Document Period End Date Mar. 12, 2025
Entity Registrant Name biote Corp.
Entity Incorporation State Country Code DE
Entity File Number 001-40128
Entity Tax Identification Number 85-1791125
Entity Address, Address Line One 1875 W. Walnut Hill Ln #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
Security 12b Title Class A common stock, par value $0.0001 per share
Trading Symbol BTMD
Security Exchange Name NASDAQ
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Entity Emerging Growth Company true
Entity Ex Transition Period false

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