false 0001819253 0001819253 2023-08-10 2023-08-10





Washington, D.C. 20549









Date of Report (Date of earliest event reported): August 10, 2023



biote Corp.

(Exact name of registrant as specified in its charter)




Delaware   001-40128   85-1791125

(State or other jurisdiction

of incorporation)



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




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 August 10, 2023, biote Corp., a Delaware corporation (the “Company”) issued a press release to report the Company’s financial results for the quarter ended June 30, 2023. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

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


Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.




99.1    Earnings Press Release, dated August 10, 2023.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).


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


biote Corp.

/s/ Teresa S. Weber

Name:   Teresa S. Weber
Title:   Chief Executive Officer

Date: August 10, 2023


Exhibit 99.1



Biote Reports Second Quarter 2023 Financial Results

Solid Second Quarter Revenue Growth

Continued Progress to Optimize Capital Structure and Enhance Share Liquidity

Expansive Strategic Approach Targeting Therapeutic Wellness and Men’s Health Categories

IRVING, TX – August 10, 2023 - Biote (NASDAQ: BTMD), a leading solutions provider in preventive health care through the delivery of personalized hormone therapy, today announced financial results for the second quarter ended June 30, 2023.

Second Quarter 2023 Financial Highlights

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



Revenue of $49.3 million, a 19.1% increase



Gross profit margin of 67.9%, a 60-basis point increase



Net loss of $(13.1) million and GAAP loss per share of $(0.25), compared to a net loss of $(21.3) million and GAAP loss per share of $(0.34)



Adjusted EBITDA of $14.5 million, a 10.6% increase

“Biote continued to broaden awareness of the benefits of hormone replacement therapy while delivering solid financial performance in our second quarter,” said Terry Weber, Biote’s Chief Executive Officer. “Revenue grew more than 19% over the prior-year period, and we achieved an Adjusted EBITDA margin of 29.5% even as we invested in strengthening our capabilities. During the quarter, we continued to optimize our capital structure by completing a warrant exchange offer and consent solicitation. In addition, another secondary offering of our Class A common stock was completed during the quarter, further enhancing the liquidity of our publicly traded shares without diluting current holders.”

Ms. Weber continued, “Recently we formalized our commitment to men’s hormone health with the launch of our new Men’s Health division. We are excited about the long-term opportunity in this large and growing addressable market, as more men seek safe and effective treatments regardless of age.

“To more effectively address the growing opportunities in today’s dynamic preventative health market, we continue to expand our strategic approach, encompassing a broader range of hormone and wellness therapies. For example, we are currently trialing an expanded suite of requested products from our top providers in response to growing patient demand for wellness products that are complementary to our existing therapies. Ultimately, we aim to become a leading platform provider of evidence-based therapeutic wellness solutions.”

2023 Second Quarter Financial Review

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

Revenue for the second quarter of 2023 was $49.3 million, an increase of 19.1% from $41.4 million for the second quarter of 2022. The increase was driven by procedure revenue growth of 9.8% and dietary supplement revenue growth of 52.8%. Second quarter dietary supplement revenue benefited from a successful seasonal promotion for Biote practitioners, as well as a continued positive response to our new direct-to-patient distribution channel.

Gross profit margin for the second quarter of 2023 was 67.9% compared to 67.3% for the second quarter of 2022. The increase in gross profit margin reflected continued effective cost management.

Operating income for the second quarter of 2023 was $7.7 million, compared to a loss of $(85.6) million for the second quarter of 2022. Operating income in the second quarter of 2023 reflected growth in revenue and improved gross profit, partially offset by increased personnel and other expenses to build our infrastructure. Operating loss in the second quarter of 2022 was mainly due to transaction-related expenses of $18.8 million and share-based compensation of $79.3 million at time of going public.

Net loss for the second quarter of 2023 was $(13.1) million, or $(0.25) per share, compared to net loss of $(21.3) million, or $(0.34) per share, for the second quarter of 2022. Net loss for the second quarter of 2023 primarily reflected a net change in the fair value adjustments to warrant and earnout liabilities of $18.2 million. Net loss for the second quarter of 2022 was impacted by several transaction-related items.

Adjusted EBITDA for the second quarter of 2023 was $14.5 million, with an Adjusted EBITDA Margin of 29.5%, compared to Adjusted EBITDA of $13.1 million, with an Adjusted EBITDA Margin of 31.8%, for the second quarter of 2022. The increase in Adjusted EBITDA was driven by the growth in revenue and improved gross profit, partially offset by increased operating expenses to support the Company’s growth and expansion.1

2023 Financial Outlook

“Biote continues to drive profitable growth as we strengthen our capabilities, broaden our suite of product offerings and focus on therapeutic wellness solutions. Due to temporary inefficiencies resulting from the realignment and expansion of our sales geographies and evolving market dynamics, we anticipate a more moderate pace of growth in the second half of 2023 as compared to our prior forecast. As a result, we now forecast 2023 revenue and Adjusted EBITDA will likely be toward the lower end of our guidance range,” concluded Ms. Weber.



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

($ in millions)    2023 Guidance Range



Adjusted EBITDA


Conference Call:

Terry Weber, Chief Executive Officer, and the Company’s management will host a conference call to review these results and provide a business update beginning at 8:30 a.m. ET on Friday, August 11, 2023. 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 Q2 2023 Earnings Webcast. A replay of the webcast will be available on the Events page of the Biote Investor Relations website, at ir.biote.com, shortly after the event concludes.

Discussion of Non-GAAP Financial Measures

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

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

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



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



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



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

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

About Biote

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

Forward-Looking Statements

Except for historical information contained herein, this press release contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Some of the forward-looking statements can be identified by the use of forward-looking words. Statements that are not historical in nature, including the words “may,” “can,” “should,” “will,” “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “hope,” “anticipate,” “believe,” “seek,” “target,” “continue,” “could,” “might,” “ongoing,” “potential,” “predict,” “would” and other similar expressions, are intended to identify forward-looking statements. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual results or developments to differ materially from those expressed or implied by such forward-looking statements, including but not limited to: the success of our dietary supplements to attain significant market acceptance among clinics, practitioners and their patients; our customers’ reliance on certain third parties to support the manufacturing of bio-identical hormones for prescribers; our and our customers’ 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; our limited operating history; our ability to protect our intellectual property; the heavy regulatory oversight in our industry; changes in applicable laws or regulations; the inability to profitably expand in existing markets and into new markets; the possibility that we may be adversely impacted by other economic, business and/or competitive factors, including recent bank failures; and future exchange and interest rates. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of Biote’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, filed with the SEC on August 11, 2023. 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)



     June 30,
    December 31,



Current assets:


Cash and cash equivalents

   $ 68,480     $ 79,231  

Short-term investment

     20,000       —    

Accounts receivable, net

     8,336       6,948  

Inventory, net

     7,396       11,183  

Other current assets

     7,898       3,816  







Total current assets

     112,110       101,178  

Property and equipment, net

     1,062       1,504  

Capitalized software, net

     5,733       5,073  

Operating lease right-of-use assets

     1,915       2,052  

Deferred tax asset

     18,232       1,838  







Total assets

   $ 139,052     $ 111,645  







Liabilities and Stockholders’ Deficit


Current liabilities:


Accounts payable

   $ 7,468     $ 4,112  

Accrued expenses

     5,426       6,274  

Term loan, current

     6,250       6,250  

Deferred revenue, current

     2,310       1,965  

Operating lease liabilities, current

     280       165  







Total current liabilities

     21,734       18,766  

Term loan, net of current portion

     109,352       112,086  

Deferred revenue, net of current portion

     1,071       926  

Operating lease liabilities, net of current portion

     1,781       1,927  

TRA liability

     14,432       —    

Warrant liability

     —         4,104  

Earnout liability

     63,920       32,110  







Total liabilities

     212,290       169,919  

Commitments and contingencies (See Note 18)


Stockholders’ Deficit


Preferred stock, $0.0001 par value, 10,000,000 shares authorized; no shares issued or outstanding as of June 30, 2023 and December 31, 2022

     —         —    

Class A common stock, $0.0001 par value, 600,000,000 shares authorized; 29,310,636 and 11,242,887 shares issued, 27,723,136 and 9,655,387 shares outstanding as of June 30, 2023 and December 31, 2022, respectively

     3       1  

Class B common stock, $0.0001 par value, 8,000,000 shares authorized; no shares issued or outstanding as of June 30, 2023 and December 31, 2022

     —         —    

Class V voting stock, $0.0001 par value, 100,000,000 shares authorized; 44,819,066 and 58,565,824 shares issued, 34,819,066 and 48,565,824 shares outstanding as of June 30, 2023 and December 31, 2022, respectively

     3       5  

Additional paid-in capital

     —         —    

Accumulated deficit

     (46,393     (44,460

Accumulated other comprehensive loss

     (18     (5







biote Corp.’s stockholders’ deficit

     (46,405     (44,459

Noncontrolling interest

     (26,833     (13,815







Total stockholders’ deficit

     (73,238     (58,274







Total liabilities and stockholders’ deficit

   $ 139,052     $ 111,645  







Biote Corp.

Consolidated Statements of Operations

(In Thousands, except per share values)



     Three Months Ended June 30,     Six Months Ended June 30,  
     2023     2022     2023     2022  



Product revenue

   $ 48,652     $ 40,789     $ 92,807     $ 77,547  

Service revenue

     605       570       1,293       955  













Total revenue

     49,257       41,359       94,100       78,502  

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


Cost of products

     14,992       12,984       28,019       24,641  

Cost of services

     836       553       1,686       1,173  













Cost of revenue

     15,828       13,537       29,705       25,814  

Selling, general and administrative

     25,760       113,425       48,845       128,528  













Income (loss) from operations

     7,669       (85,603     15,550       (75,840

Other income (expense), net:


Interest expense

     (2,547     (794     (4,973     (1,153

Gain (loss) from change in fair value of warrant liability

     (11,793     3,399       (13,411     3,399  

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

     (6,400     61,680       (31,810     61,680  

Loss from extinguishment of debt

     —         (445     —         (445

Other income

     898       88       1,671       98  













Total other income (expense), net

     (19,842     63,928       (48,523     63,579  













Loss before provision for income taxes

     (12,173     (21,675     (32,973     (12,261

Income tax expense (benefit)

     922       (346     1,552       (282













Net loss

     (13,095     (21,329     (34,525     (11,979

Less: Net loss attributable to noncontrolling interest

     (7,952     (18,723     (22,577     (9,373













Net loss attributable to biote Corp. stockholders

     (5,143     (2,606     (11,948     (2,606













Other comprehensive income (loss):


Foreign currency translation adjustments

     —         (5     —         1  













Other comprehensive income (loss)

     —         (5     —         1  













Comprehensive loss

   $ (13,095   $ (21,334   $ (34,525   $ (11,978













Net loss per common share



   $ (0.25   $ (0.34   $ (0.62   $ (0.34


   $ (0.25   $ (0.34   $ (0.62   $ (0.34

Weighted average common shares outstanding



     20,704,866       7,574,271       19,153,574       7,574,271  


     20,704,866       7,574,271       19,153,574       7,574,271  

Biote Corp.

Consolidated Statements of Cash Flows

(In Thousands)



     Six Months Ended June 30,  
             2023                     2022          

Operating Activities


Net loss

   $ (34,525   $ (11,979

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


Depreciation and amortization

     1,068       1,064  

Bad debt expense

     766       60  

Amortization of debt issuance costs

     391       188  

Provision for obsolete inventory

     (155     20  

Non-cash lease expense

     137       116  

Shares issued in settlement of litigation

     1,199       —    

Non-cash sponsor share transfers

     —         7,216  

Share-based compensation expense

     4,817       79,270  

(Gain) loss from change in fair value of warrant liability

     13,411       (3,399

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

     31,810       (61,680

Loss from extinguishment of debt

     —         445  

Deferred income taxes

     236       (598

Changes in operating assets and liabilities:


Accounts receivable

     (2,154     (1,652


     3,942       (217

Other current assets

     (4,082     (5,407

Accounts payable

     3,295       3,839  

Deferred revenue

     490       201  

Accrued expenses

     (848     (28,965

Operating lease liabilities

     (31     (123







Net cash provided by (used in) operating activities

     19,767       (21,601

Investing Activities


Purchases of short-term investments

     (20,000     —    

Purchases of property and equipment

     (67     (328

Purchases of capitalized software

     (1,158     (812







Net cash used in investing activities

     (21,225     (1,140

Financing Activities


Proceeds from the business combination

     —         12,282  

Principal repayments on term loan

     (3,125     (1,250

Borrowings on term loan

     —         125,000  

Extinguishment of Bank of America term loan

     —         (36,250

Debt issuance costs

     —         (4,036

Proceeds from exercise of stock options

     420       —    


     (6,588     (8,707

Capitalized transaction costs

     —         (8,341







Net cash provided by (used in) financing activities

     (9,293     78,698  

Effect of exchange rate changes on cash and cash equivalents

     —         2  







Net increase (decrease) in cash and cash equivalents

     (10,751     55,959  

Cash and cash equivalents at beginning of period

     79,231       26,766  







Cash and cash equivalents at end of period

   $ 68,480     $ 82,725  







Supplemental Disclosure of Cash Flow Information


Cash paid for interest

   $ 4,581     $ 982  

Cash paid for income taxes

     4,472       171  

Non-cash investing and financing activities


Capital expenditures and capitalized software included in accounts payable

   $ 61     $ 126  

Biote Corp.

Reconciliation of Adjusted EBITDA to Net (Loss) Income

(In Thousands)



     Three Months Ended     Six Months Ended  
     June 30,     June 30,  
     2023     2022     2023     2022  

Net loss

   $ (13,095   $ (21,329   $ (34,525   $ (11,979

Interest expense

     2,547       794       4,973       1,153  

Income tax expense (benefit)

     922       (346     1,552       (282

Depreciation and amortization

     530       563       1,068       1,064  

Loss from extinguishment of debt

     —         445       —         445  

Other non-operating items

     (898     (89     (1,671     (98

Share-based compensation expense

     2,647       79,270`       4,817       79,270  

Transaction-related expenses

     —         18,769       —         19,477  

Litigation and other

     3,692       150       6,210       841  

(Gain) loss from change in fair value of warrant liability

     11,793       (3,399     13,411       (3,399

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

     6,400       (61,680     31,810       (61,680













Adjusted EBITDA

   $ 14,538     $ 13,148     $ 27,645     $ 24,812  













Investor Relations:

Eric Prouty

AdvisIRy Partners

[email protected]


[email protected]