Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 09, 2023 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | BTMD | |
Entity Registrant Name | biote Corp. | |
Entity Central Index Key | 0001819253 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Title of 12(b) Security | Class A common stock, par value $0.0001 per share | |
Security Exchange Name | NASDAQ | |
Entity File Number | 001-40128 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 85-1791125 | |
Entity Address, Address Line One | 1875 W. Walnut Hill Ln | |
Entity Address, Address Line Two | #100 | |
Entity Address, City or Town | Irving | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 75038 | |
City Area Code | 844 | |
Local Phone Number | 604-1246 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Class A Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 33,940,353 | |
Class V Voting Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 38,819,066 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash and cash equivalents | $ 65,575 | $ 79,231 |
Short-term investment | 20,000 | |
Accounts receivable, net | 10,177 | 6,948 |
Inventory, net | 11,078 | 11,183 |
Other current assets | 10,923 | 3,816 |
Total current assets | 117,753 | 101,178 |
Property and equipment, net | 1,353 | 1,504 |
Capitalized software, net | 5,449 | 5,073 |
Operating lease right-of-use assets | 1,953 | 2,052 |
Deferred tax asset | 23,241 | 1,838 |
Total assets | 149,749 | 111,645 |
Current liabilities | ||
Accounts payable | 5,694 | 4,112 |
Accrued expenses | 10,279 | 6,274 |
Term loan, current | 6,250 | 6,250 |
Deferred revenue, current | 2,562 | 1,965 |
Operating lease liabilities, current | 298 | 165 |
Total current liabilities | 25,083 | 18,766 |
Term loan, net of current portion | 107,990 | 112,086 |
Deferred revenue, net of current portion | 1,182 | 926 |
Operating lease liabilities, net of current portion | 1,761 | 1,927 |
TRA liability | 18,528 | |
Warrant liability | 4,104 | |
Earnout liability | 46,470 | 32,110 |
Total liabilities | 201,014 | 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 September 30, 2023 and December 31, 2022 | ||
Additional Paid in Capital | 0 | 0 |
Accumulated deficit | (40,522) | (44,460) |
Accumulated other comprehensive loss | (13) | (5) |
biote Corp.'s stockholders' deficit | (40,529) | (44,459) |
Noncontrolling interest | (10,736) | (13,815) |
Total stockholders' deficit | (51,265) | (58,274) |
Total liabilities and stockholders' deficit | 149,749 | 111,645 |
Class A Common Stock | ||
Stockholders' Deficit | ||
Common stock value | 3 | 1 |
Class V Common Stock | ||
Stockholders' Deficit | ||
Common stock value | $ 3 | $ 5 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
Preferred stock, par or stated value per share | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Class A Common Stock | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 600,000,000 | 600,000,000 |
Common stock, shares issued | 33,940,353 | 11,242,887 |
Common stock, shares outstanding | 35,527,853 | 9,655,387 |
Class V Common Stock | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 38,819,066 | 58,565,824 |
Common stock, shares outstanding | 28,819,066 | 48,565,824 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Revenue | ||||
Total revenue | $ 45,557 | $ 41,970 | $ 139,657 | $ 120,472 |
Cost of revenue | ||||
Cost of revenue | 14,167 | 13,337 | 43,872 | 39,151 |
Selling, general, and administrative | 23,791 | 20,818 | 72,636 | 149,346 |
Income (loss) from operations | 7,599 | 7,815 | 23,149 | (68,025) |
Other income (expense) net : | ||||
Interest expense, net | (1,530) | (1,408) | (4,821) | (2,478) |
Gain (loss) from change in fair value of warrant liability | 1,153 | (13,411) | 4,552 | |
Gain (loss) from change in fair value of earnout liability | 17,450 | (6,840) | (14,360) | 54,840 |
Loss from extinguishment of debt | (445) | |||
Other income (expense) | (3) | 8 | (14) | 23 |
Total other income (expense), net | 15,917 | (7,087) | (32,606) | 56,492 |
Income (loss) before provision for income taxes | 23,516 | 728 | (9,457) | (11,533) |
Income tax expense (benefit) | 3,874 | 234 | 5,426 | (48) |
Net income (loss) | 19,642 | 494 | (14,883) | (11,485) |
Less: Net income (loss) attributable to noncontrolling interest | 12,112 | 479 | (10,465) | (8,894) |
Net income (loss) attributable to biote Corp. stockholders | 7,530 | 15 | (4,418) | (2,591) |
Other comprehensive income (loss): | ||||
Foreign currency translation adjustments | 8 | (1) | 8 | |
Other comprehensive income (loss) | 8 | (1) | 8 | |
Comprehensive income (loss) | $ 19,650 | $ 493 | $ (14,875) | $ (11,485) |
Net income (loss) per common share | ||||
Basic | $ 0.25 | $ 0 | $ (0.19) | $ (0.34) |
Diluted | $ 0.24 | $ 0 | $ (0.19) | $ (0.34) |
Weighted average common shares outstanding | ||||
Basic | 30,334,193 | 7,605,031 | 22,921,401 | 7,596,379 |
Diluted | 31,041,245 | 7,605,031 | 22,921,401 | 7,596,379 |
Product Revenue | ||||
Revenue | ||||
Total revenue | $ 44,831 | $ 41,574 | $ 137,638 | $ 119,121 |
Cost of revenue | ||||
Cost of revenue | 13,070 | 12,750 | 41,089 | 37,391 |
Service Revenue | ||||
Revenue | ||||
Total revenue | 726 | 396 | 2,019 | 1,351 |
Cost of revenue | ||||
Cost of revenue | $ 1,097 | $ 587 | $ 2,783 | $ 1,760 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) (Unaudited) - USD ($) $ in Thousands | Total | Class V Common Stock | Members' Equity | Common Stock Class A Common Stock | Common Stock Class V Common Stock | Retained Earnings / (Accumulated Deficit) | Accumulated Other Comprehensive Income (Loss) | Total Stockholders' Equity (Deficit) Attributable to biote Corp. | Non Controlling Interest |
Beginning balance, units at Dec. 31, 2021 | 982,800 | ||||||||
Beginning balance at Dec. 31, 2021 | $ 4,125 | $ 4,165 | $ (40) | $ 4,125 | |||||
Distributions | (2,735) | (2,735) | (2,735) | ||||||
Net income (loss) | 9,350 | 9,350 | 9,350 | ||||||
Other comprehensive income | 6 | 6 | 6 | ||||||
Ending balance, units at Mar. 31, 2022 | 982,800 | ||||||||
Ending balance at Mar. 31, 2022 | 10,746 | 10,780 | (34) | 10,746 | |||||
Beginning balance, units at Dec. 31, 2021 | 982,800 | ||||||||
Beginning balance at Dec. 31, 2021 | 4,125 | 4,165 | (40) | 4,125 | |||||
Net income (loss) | (11,485) | ||||||||
Ending balance at Sep. 30, 2022 | (70,847) | $ 1 | $ 5 | (48,119) | (6) | (48,119) | $ (22,728) | ||
Ending balance, shares at Sep. 30, 2022 | 8,339,158 | 48,565,824 | |||||||
Beginning balance, units at Mar. 31, 2022 | 982,800 | ||||||||
Beginning balance at Mar. 31, 2022 | 10,746 | 10,780 | (34) | 10,746 | |||||
Net income (loss) | (207) | (207) | (207) | ||||||
Other comprehensive income | (5) | (5) | (5) | ||||||
Beginning balance, units at Mar. 31, 2022 | 982,800 | ||||||||
Beginning balance at Mar. 31, 2022 | 10,746 | 10,780 | (34) | 10,746 | |||||
Distributions | (6,840) | (6,840) | (6,840) | ||||||
Business Combination: Capitalized transaction costs | (12,282) | (12,282) | (12,282) | ||||||
Share-based compensation | 79,270 | 79,270 | 79,270 | ||||||
Settlement of phantom equity rights | (7,250) | (7,250) | (7,250) | ||||||
Ending balance at Jun. 30, 2022 | (71,312) | $ 1 | $ 5 | (49,144) | (5) | (49,143) | (22,169) | ||
Ending balance, shares at Jun. 30, 2022 | 7,574,271 | 48,565,824 | |||||||
Business Combination: Reverse recapitalization on May 26, 2022, shares | (982,800) | 7,574,271 | 48,565,824 | ||||||
Business Combination: Reverse recapitalization on May 26, 2022 | (113,622) | $ 1 | $ 5 | (113,628) | (113,622) | ||||
Business Combination: Noncontrolling interest on May 26, 2022 | 3,619 | 34 | 3,653 | (3,653) | |||||
Net income (loss) | (21,122) | (2,606) | (2,606) | (18,516) | |||||
Ending balance at Jun. 30, 2022 | (71,312) | $ 1 | $ 5 | (49,144) | (5) | (49,143) | (22,169) | ||
Ending balance, shares at Jun. 30, 2022 | 7,574,271 | 48,565,824 | |||||||
Distributions | (1,035) | (1,035) | |||||||
Net income (loss) | 494 | 15 | 15 | 479 | |||||
Other comprehensive income | (4) | (1) | (1) | (3) | |||||
Share-based compensation | 746 | 746 | 746 | ||||||
Vesting of RSUs, shares | 699,887 | ||||||||
Issuance of shares under SEPA | 264 | 264 | 264 | ||||||
Issuance of shares under SEPA, shares | 65,000 | ||||||||
Ending balance at Sep. 30, 2022 | (70,847) | $ 1 | $ 5 | (48,119) | (6) | (48,119) | (22,728) | ||
Ending balance, shares at Sep. 30, 2022 | 8,339,158 | 48,565,824 | |||||||
Beginning balance at Dec. 31, 2022 | (58,274) | $ 1 | $ 5 | (44,460) | (5) | (44,459) | (13,815) | ||
Beginning balance, shares at Dec. 31, 2022 | 9,655,387 | 48,565,824 | |||||||
Distributions | (3,093) | (3,093) | |||||||
Net income (loss) | (21,430) | (6,805) | (6,805) | (14,625) | |||||
Other comprehensive income | 1 | 1 | |||||||
Share-based compensation | 2,170 | 2,170 | 2,170 | ||||||
Vesting of RSUs | 1,915 | (4) | 1,911 | (1,911) | |||||
Vesting of RSUs, shares | 426,208 | ||||||||
Exercise of stock options | 420 | 2,043 | (3) | 2,040 | (1,620) | ||||
Exercise of stock options, shares | 105,049 | ||||||||
Litigation settlement | 1,199 | 1,199 | 1,199 | ||||||
Litigation settlement, shares | 375,000 | ||||||||
Exchanges of Class V voting stock | $ 1 | $ (1) | 208 | 208 | (208) | ||||
Exchanges of Class V voting stock, shares | 7,953,258 | (7,953,258) | |||||||
TRA liability | (4,802) | (4,802) | (4,802) | ||||||
Ending balance at Mar. 31, 2023 | (83,809) | $ 2 | $ 4 | (48,532) | (12) | (48,538) | (35,271) | ||
Ending balance, shares at Mar. 31, 2023 | 18,514,902 | 40,612,566 | |||||||
Beginning balance at Dec. 31, 2022 | (58,274) | $ 1 | $ 5 | (44,460) | (5) | (44,459) | (13,815) | ||
Beginning balance, shares at Dec. 31, 2022 | 9,655,387 | 48,565,824 | |||||||
Net income (loss) | (14,883) | ||||||||
Issuance of shares under SEPA, shares | 48,565,824 | ||||||||
Ending balance at Sep. 30, 2023 | (51,265) | $ 3 | $ 3 | (40,522) | (13) | (40,529) | (10,736) | ||
Ending balance, shares at Sep. 30, 2023 | 33,940,353 | 28,819,066 | |||||||
Beginning balance at Mar. 31, 2023 | (83,809) | $ 2 | $ 4 | (48,532) | (12) | (48,538) | (35,271) | ||
Beginning balance, shares at Mar. 31, 2023 | 18,514,902 | 40,612,566 | |||||||
Distributions | (3,495) | (3,495) | |||||||
Net income (loss) | (13,095) | (5,143) | (5,143) | (7,952) | |||||
Other comprehensive income | (1) | (1) | |||||||
Share-based compensation | 2,647 | 2,647 | 2,647 | ||||||
Vesting of RSUs | (3,932) | (1) | (3,933) | 3,933 | |||||
Vesting of RSUs, shares | 326,261 | ||||||||
Settlement of warrants | 17,515 | 15,986 | (1) | 15,985 | 1,530 | ||||
Settlement of warrants, Shares | 3,088,473 | ||||||||
Exchanges of Class V voting stock | $ 1 | $ (1) | (14,419) | (4) | (14,423) | 14,423 | |||
Exchanges of Class V voting stock, shares | 5,793,500 | (5,793,500) | |||||||
TRA liability | 7,000 | 7,000 | 7,000 | ||||||
Ending balance at Jun. 30, 2023 | (73,238) | $ 3 | $ 3 | (46,393) | (18) | (46,405) | (26,833) | ||
Ending balance, shares at Jun. 30, 2023 | 27,723,136 | 34,819,066 | |||||||
Distributions | (1,000) | (1,000) | |||||||
Net income (loss) | 19,642 | 7,530 | 7,530 | 12,112 | |||||
Other comprehensive income | 17 | 8 | 8 | 9 | |||||
Share-based compensation | 2,243 | 2,243 | 2,243 | ||||||
Vesting of RSUs | (1,730) | (1) | (1,731) | 1,731 | |||||
Vesting of RSUs, shares | 217,217 | ||||||||
Exchanges of Class V voting stock | (1) | (3,244) | (2) | (3,246) | 3,245 | ||||
Exchanges of Class V voting stock, shares | 6,000,000 | (6,000,000) | |||||||
TRA liability | 1,072 | 1,072 | 1,072 | ||||||
Ending balance at Sep. 30, 2023 | $ (51,265) | $ 3 | $ 3 | $ (40,522) | $ (13) | $ (40,529) | $ (10,736) | ||
Ending balance, shares at Sep. 30, 2023 | 33,940,353 | 28,819,066 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Operating Activities | ||
Net income (loss) | $ (14,883) | $ (11,485) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 1,484 | 1,644 |
Bad debt expense (recoveries) | 624 | (210) |
Amortization of debt issuance costs | 591 | 392 |
(Benefit from) provision for obsolete inventory | (32) | 80 |
Non-cash lease expense | 423 | 175 |
Shares issued in settlement of litigation | 1,199 | |
Non-cash sponsor share transfers | 7,216 | |
Non-cash fees under SEPA | 108 | |
Share-based compensation expense | 7,060 | 80,016 |
(Gain) loss from change in fair value of warrant liability | 13,411 | (4,552) |
(Gain) loss from change in fair value of earnout liability | 14,360 | (54,840) |
Loss from extinguishment of debt | 445 | |
Deferred income taxes | 394 | (597) |
Changes in operating assets and liabilities: | ||
Accounts receivable | (3,834) | (2,194) |
Inventory | 137 | (646) |
Other current assets | (7,118) | (3,999) |
Accounts payable | 1,582 | 4,476 |
Deferred revenue | 853 | 344 |
Accrued expenses | 4,005 | (31,396) |
Operating lease liabilities | (329) | (185) |
Net cash provided by (used in) operating activities | 19,927 | (15,208) |
Investing Activities | ||
Purchases of short-term investments | (20,000) | |
Purchases of property and equipment | (518) | (328) |
Purchases of capitalized software | (1,191) | (1,199) |
Net cash used in investing activities | (21,709) | (1,527) |
Financing Activities | ||
Proceeds from the business combination | 12,282 | |
Principal repayments on term loan | (4,687) | (2,813) |
Borrowings on term loan | 125,000 | |
Extinguishment of Bank of America term loan | (36,250) | |
Debt issuance costs | (4,036) | |
Settlement of phantom equity rights | (7,250) | |
Proceeds from exercise of stock options | 420 | |
Distributions | (7,588) | (10,610) |
Capitalized transaction costs | (8,341) | |
Proceeds from issuance of shares under SEPA | 156 | |
SEPA transaction costs | (702) | |
Net cash provided by (used in) financing activities | (11,855) | 67,436 |
Effect of exchange rate changes on cash and cash equivalents | (19) | (6) |
Net increase (decrease) in cash and cash equivalents | (13,656) | 50,695 |
Cash and cash equivalents at beginning of period | 79,231 | 26,766 |
Cash and cash equivalents at end of period | 65,575 | 77,461 |
Supplemental Disclosure of Cash Flow Information | ||
Cash paid for interest | 7,022 | 2,488 |
Cash paid for income taxes | $ 2,789 | 111 |
Non-cash investing and financing activities | ||
Capital expenditures and capitalized software included in accounts payable | 122 | |
Non-cash SEPA transaction costs | $ 108 |
Description of Business and Bas
Description of Business and Basis of Presentation | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business and Basis of Presentation | 1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION Description of Business —biote Corp. (inclusive of its consolidated subsidiaries, the “Company” or “Biote”) is a Delaware incorporated company headquartered in Irving, Texas. The Company was founded in 2012 and trains physicians and nurse practitioners in hormone optimization using bio-identical hormone replacement pellet therapy in men and women experiencing hormonal imbalance. Basis of Presentation —The condensed consolidated financial statements have been prepared in accordance with 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 condensed consolidated financial statements include the accounts of Biote and its subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The Company recognizes noncontrolling interest related to its less-than-wholly-owned subsidiary as equity in the condensed consolidated financial statements separate from the parent entity’s equity. The net loss attributable to noncontrolling interest is included in net income in the condensed consolidated statements of income and comprehensive income (loss). Unaudited Interim Financial Information —In the opinion of the Company, the accompanying unaudited condensed consolidated financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair presentation of its financial position and its results of operations, changes in stockholders’ equity (deficit) and cash flows. The condensed consolidated balance sheet as of December 31, 2022 was derived from audited annual financial statements but does not contain all of the footnote disclosures from the annual financial statements. The accompanying condensed consolidated financial statements and related financial information should be read in conjunction with the audited consolidated financial statements and the related notes thereto included in the Annual Report on Form 10-K for the year ended December 31, 2022. Business Combination —On May 26, 2022 (the “Closing Date”), BioTE Holdings, LLC (“Holdings,” inclusive of its direct and indirect subsidiaries, the “BioTE Companies,” and as to its members, the “Members”) completed a series of transactions (the “Business Combination”) with Haymaker Acquisition Corp. III (“Haymaker”), Haymaker Sponsor III LLC (the “Sponsor”), BioTE Management, LLC, Dr. Gary S. Donovitz, in his individual capacity, and Teresa S. Weber, in her capacity as the Members’ representative (in such capacity, the “Members’ Representative”) pursuant to the business combination agreement (the “Business Combination Agreement”) dated December 13, 2021 (the “Closing”), which is discussed in more detail in Note 3. As a result of the Business Combination, Haymaker was renamed “biote Corp.” The Business Combination was accounted for as a common control transaction, in accordance with U.S. GAAP. Under this method of accounting, Haymaker’s acquisition of the BioTE Companies was accounted for at their historical carrying values, and the BioTE Companies were deemed the predecessor entity. This method of accounting is similar to a reverse recapitalization whereby the Business Combination was treated as the equivalent of the BioTE Companies issuing stock for the net assets of Haymaker, accompanied by a recapitalization. The net assets of Haymaker are stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination are those of the BioTE Companies. Following the Closing of the Business Combination, the Company is organized in an Up-C structure in which the business of the Company is operated by Holdings and its subsidiaries, and Biote’s only material direct asset consists of equity interests in Holdings. The consolidated financial statements of Holdings and its subsidiaries have been determined to be the predecessor for accounting and reporting purposes for the period prior to the Business Combination. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of Estimates— The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The Company regularly evaluates estimates and assumptions related to assets, liabilities, costs, expenses, contingent liabilities, share-based compensation and research and development costs. The Company bases its estimates and assumptions on historical experience and on various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates. In the opinion of the Company, the accompanying condensed consolidated financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair presentation of its financial position and its results of operations, changes in stockholders’ equity (deficit) and cash flows. The results of operations for the three and nine months ended September 30, 2023 are not necessarily indicative of the results that may be expected for the entire year. Reclassification— The Company reclassified interest income from other income (expense) to interest expense, net in its condensed consolidated statement of income and comprehensive income (loss) for the three and nine months ended September 30, 2022 to conform with the current year presentation. This reclassification had no impact on net income for the three and nine months ended September 30, 2022. Fair Value Measurements —The guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 820, Fair Value Measurements and Disclosures (“ASC 820”), defines fair value and establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below: Level 1 – Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2 – Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly. Level 3 – Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. See Note 12 for further detail. Segment Information —Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company’s chief operating decision maker is the chief executive officer. The Company has one business activity and there are no segment managers who are held accountable for operations, operating results, and plans for levels or components below the consolidated unit level. Accordingly, the Company has one operating segment and, therefore, one reportable segment. Accounts Receivable and Allowance for Doubtful Accounts —Accounts receivable are recorded net of allowances for doubtful accounts. The Company uses the roll-rate method to estimate current expected credit losses for its accounts receivable population. Inventory —Inventory is carried at the lower of cost or net realizable value using the first-in, first-out (“FIFO”) method. Inventory consists of bioidentical hormone pellets and dietary supplements. Bioidentical hormone pellets contain bioidentical testosterone or estrogen used to achieve hormone balance. Dietary supplements are high-grade supplements used to enhance pellet therapy. The Company reviews its inventory balances and writes down its inventory for estimated obsolescence or excess inventory equal to the difference between the cost of inventory and the estimated net realizable value based upon assumptions about future demand and market conditions. Inventory write-downs are recorded within cost of goods sold. The Company recorded a reserve for obsolescence of inventory related to inventory which has expired. See Note 5 for further details. Other Current Assets — Total other current assets consisted of the following: September 30, December 31, (in thousands) 2023 2022 Prepaid expenses $ 3,112 $ 2,939 Advances 7,308 877 Other assets 503 — Total other current assets $ 10,923 $ 3,816 Prepaid expenses include software and technology licensing agreements, insurance premiums and other advance payments for services to be received over the next 12 months. Advances are comprised of deposit payments to vendors for inventory purchase orders to be received in the next 12 months. Other assets consist of interest earned on the Company’s short-term investment as well as on its money market account. Impairment of Long-Lived Assets —Long-lived assets, such as property and equipment and capitalized software, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted future cash flows expected to result from the use and eventual disposition of the asset. The amount of impairment loss, if any, is measured as the difference between the carrying value of the asset and its estimated fair value. Fair value is determined through various valuation techniques, including discounted cash flow models, quoted market values, and third-party independent appraisals, as considered necessary. No impairment charges were recorded during the three and nine months ended September 30, 2023 and 2022 . Leases —At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the unique facts and circumstances present in the arrangement including the use of an identified asset and the Company’s control over the use of that identified asset. The Company elected to not recognize leases with a lease term of one year or less on its balance sheet. Leases with a term greater than one year are recognized on the balance sheet as right-of-use (“ROU”) assets and current and non-current lease liabilities, as applicable. As of September 30, 2023 and December 31, 2022, the Company did not have any financing leases. Lease liabilities and their corresponding ROU assets are initially recorded based on the present value of lease payments over the expected remaining lease term. Certain adjustments to the ROU asset may be required for items such as incentives, prepaid lease payments, or initial direct costs. When an option to extend the lease exists, a determination is made whether that option is reasonably certain of exercise based on economic factors present at the measurement date and as circumstances may change. Lease costs for operating leases are recognized on a straight-line basis over the lease term as an operating expense. Variable lease costs are expensed as incurred as an operating expense. As the rates implicit in the Company’s leases have not historically been readily determinable, the Company utilizes the appropriate incremental borrowing rate, which is the rate the Company would incur to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment over the lease term. To estimate the incremental borrowing rate, a credit rating applicable to the Company is estimated using a synthetic credit rating analysis since the Company does not currently have a rating agency-based credit rating. In accordance with ASC 842, contracts containing a lease should be split into three categories: lease components, non-lease components, and activities or costs that do not transfer a distinct good or service (“non-components”). The fixed and in-substance fixed contract consideration (including any consideration related to non-components) must be allocated, based on the respective relative fair values, to the lease components and non-lease components. Entities may elect not to separate lease and non-lease components. Accordingly, entities making this election would account for each lease component and related non-lease component together as a single lease component. The Company has elected to account for lease and non-lease components together as a single lease component for all underlying assets and allocate all of the contract consideration to the lease component only. See Note 15 f or further details. Income Taxes —The Company accounts for income taxes under the asset and liability method pursuant to ASC 740, Income Taxes (“ASC 740”). Under this method, the Company recognizes deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If the Company determines that it would be able to realize its deferred tax assets in the future in excess of their net recorded amount, the Company would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes. The Company records uncertain tax positions in accordance with ASC 740 on the basis of a two-step process in which (1) the Company determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, the Company recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. The Company recognizes interest and penalties related to unrecognized tax benefits on the income tax expense line in the accompanying condensed consolidated statements of income and comprehensive income (loss). Debt Issuance Costs —Costs incurred in connection with the issuance of the Company’s long-term debt have been recorded as a direct reduction of the debt and amortized over the life of the associated debt as a component of interest expense using the effective interest method . Tax Receivable Agreement Liability —As more fully described in Note 3, the Company entered into a tax receivable agreement (the “TRA”) with certain selling equity holders of Holdings that requires the Company to pay 85 % of the tax savings that are realized due to increases in the tax basis in Holdings’ assets. This increase results from the exchange of Retained Holdings Units and shares of Class V voting stock for shares of Class A common stock of Biote, as well as from tax benefits attributable to payments under the TRA. The Company will retain the benefit of the remaining 15 % of the cash savings. The Company calculated the fair value of the future payments to be made under the TRA at the time of the exchange and identified the timing of the utilization of the tax attributes pursuant to ASC 805, Business Combinations , and relevant tax laws. Interest will accrue on the TRA liability. In addition, under ASC 450, Contingencies , any transactions with Holdings’ Members after the exchange date will result in additional TRA liabilities which will be recorded on a gross undiscounted basis. The calculation of the TRA liability includes a significant amount of judgment related to the timing and amount of Retained Holdings Units and shares of Class V voting stock exchanged for shares of Class A common stock of Biote, forecasted operating results of Biote and anticipated interest rates used to accrue interest on the liability. If the Company’s assumptions change or it experiences significant volatility in its forecasted operating results, the fair value calculated from period to period could be materially different. Warrant Liabilities —The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and the applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments and meet the definition of a liability pursuant to ASC 480. Additionally, the terms of the warrants are assessed to determine whether all of the requirements for equity classification under ASC 815 are met, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as a liability at their initial fair value on the date of issuance, and remeasured each balance sheet date thereafter. The Company’s warrants did not meet the criteria for equity classification and were recorded as liabilities. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss in the statements of income and comprehensive income (loss). See Note 10 f or further detail. Earnout Liability —In connection with the Business Combination, the Members and the Sponsor received shares that will vest upon the achievement of certain share price targets. The earnout shares are classified as a liability in the Company’s condensed consolidated balance sheets because they do not qualify as being indexed to the Company’s own stock. The earnout liability was initially measured at fair value at the Closing Date and subsequently remeasured at the end of each reporting period. The change in fair value of the earnout liability is recorded in the condensed consolidated statements of income and comprehensive income (loss). See Note 11 for further detail. Stockholders’ Deficit —Prior to consummation of the Business Combination, the Company’s capital structure included voting units (“Class A”), non-voting units (“Class AA” and “AAA”), and non-voting incentive units (“ Class AAAA”), with no limit to the number of units that may be issued. Class A units had 100 % of the voting rights, and there is no par value assigned to any of the classes of units. Pursuant to the Business Combination Agreement and immediately prior to the Business Combination’s consummation, the Company effectuated a recapitalization whereby all Class A, Class AA, Class AAA and Class AAAA units held by Holdings’ Members were converted into Class A Common Units. The Company made operating distributions to Members of Holdings and taxing authorities on the Members’ behalf totaling $ 7.6 million and $ 10.6 million during the nine months ended September 30, 2023 and 2022 , respectively. Standby Equity Purchase Agreement On July 27, 2022, the Company entered into a Standby Equity Purchase Agreement (the “SEPA”) with YA II PN, Ltd. (“Yorkville”). Yorkville is a fund managed by Yorkville Advisors Global, LP, headquartered in Mountainside, New Jersey. The Company has the right, but not the obligation, from time to time at the Company’s discretion until the first day of the month following the 36 -month anniversary of the date of the SEPA (unless earlier terminated), to direct Yorkville to purchase a specified amount of shares of Class A common stock (each such sale, an “Advance”) by delivering written notice to Yorkville (each, an “Advance Notice”). The shares of Class A common stock purchased pursuant to an Advance will be purchased at a price equal to 97.0 % of the lowest daily VWAP of the Class A common stock during the three consecutive trading days commencing on the date of delivery of a given Advance Notice. “VWAP” means, for any trading day, the daily volume weighted average price of the Company’s common stock for such date as reported by Bloomberg L.P. during regular trading hours. While there is no mandatory minimum amount for any individual Advance, it may not exceed the greater of (i) an amount equal to thirty percent ( 30 %) of the daily volume traded on the trading day immediately preceding an Advance Notice, or (ii) 1,000,000 shares of Class A common stock. No more than 5,000,000 shares of Class A common stock, including the Commitment Shares (as defined below) may be sold pursuant to the SEPA. Yorkville’s obligation to continue to purchase shares of Class A common stock pursuant to the SEPA is subject to a number of conditions. As consideration for Yorkville’s commitment to purchase Class A common stock at the Company’s direction upon the terms and subject to the conditions set forth in the SEPA, upon execution of the SEPA, the Company issued 25,000 shares of Class A common stock to Yorkville (the “Commitment Shares”). During the three and nine months ended September 30, 2023 , no Class A common stock was purchased under the SEPA. Noncontrolling Interest —Pursuant to the Business Combination, as described in Note 3, the Company is organized in an “Up-C” structure with the Company owning only a portion of its consolidated subsidiaries. The portion of the consolidated subsidiaries not owned by the Company and any related activity is presented as noncontrolling interest in the condensed consolidated financial statements. The noncontrolling interests, together with their corresponding shares of Class V voting stock, can be exchanged for Class A common stock in Biote or, at the election of the Company, cash. Because redemptions for cash is solely within the control of the Company, noncontrolling interest is presented in permanent equity. Defined Contribution Retirement Plan— Effective January 1, 2021, the Company offers participation in the BioTE Medical, LLC (“BioTE Medical”) 401(k) Plan (the “401(k) Plan”), a defined contribution plan providing retirement benefits to eligible employees. Eligible employees may contribute a portion of their annual compensation to the 401(k) Plan, subject to the maximum annual amounts as set periodically by the IRS. The Company makes a safe harbor, non-elective contribution to the 401(k) Plan equal to 3 % of each participant’s eligible employee compensation. Safe harbor contributions vest immediately for each participant. The Company made safe harbor contributions under the 401(k) Plan of $ 0.2 million and $ 0.4 million during the three months ended September 30, 2023 and 2022, respectively and $ 0.6 million and $ 0.7 million during the nine months ended September 30, 2023 and 2022 , respectively. Safe harbor contributions are presented within selling, general and administrative expense in the condensed consolidated statements of income and comprehensive income (loss). Share-Based Compensation —Holdings previously granted Class AAAA non-voting incentive units and phantom equity rights (collectively, the “equity awards”) to certain key members of management. The equity awards were entitled to share in the distributions of Holdings from a change in control or qualifying liquidity event. The equity awards are accounted for under ASC 718, Compensation─Stock Compensation , and classified in equity. The Company recognizes forfeitures at the time they occur. The fair value of the equity awards was determined using a Monte-Carlo simulation as of the grant date. The awards begin to vest on the date of a change in control or qualifying event. The Business Combination constituted such a qualifying event triggering the performance condition in the awards. No compensation cost was recognized historically until the Closing of the Business Combination as a qualifying event was not previously deemed probable to occur. See Note 14 for further details. Concentrations —Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash, accounts receivable, credit agreements, and inventory purchases. The Company’s cash balances exceed those that are federally insured. To date, the Company has not recognized any losses caused by uninsured balances. As of September 30, 2023 and December 31, 2022, 100 % of the Company’s outstanding debt and available line of credit was from one lender. A failure of the counterparty to perform could result in the loss of access to the available borrowing capacity under the revolving loans. Inventory purchases from three vendors totaled 83.2 % and 86.5 % for the three months ended September 30, 2023 and 2022, respectively, and 87.4 % for the nine months ended September 30, 2022 . Inventory purchases from four vendors totaled 85.8 % for the nine months ended September 30, 2023. 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 no t have any customers that accounted for 10% or more of total revenues for the three and nine months ended September 30, 2023 and 2022 . The Company had one customer that accounted for more than 10% of its gross accounts receivable as of September 30, 2023. The Company did no t have any customers that accounted for more than 10% of its gross accounts receivable as of December 31, 2022 . Recently Adopted Accounting Pronouncements —In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740)—Simplifying the Accounting for Income Taxes , which simplifies the accounting for income taxes by removing certain exceptions to the general principles of ASC 740, Income Taxes . The amendments also improve consistent application of and simplify U.S. GAAP for other areas of ASC 740 by clarifying and amending existing guidance. ASU 2019-12 is effective for fiscal years beginning after December 15, 2021, and for interim periods beginning after December 15, 2022. The Company adopted this standard as of January 1, 2022 , and there was no material impact to the financial statements. In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). The main objective of the update is to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by companies at each reporting date. For trade and other receivables, held to maturity debt securities, and other instruments, companies will be required to use a new forward-looking “expected losses” model that generally will result in the recognition of allowances for losses earlier than under previous accounting guidance. Further, the FASB issued ASU 2019-04, ASU 2019-05 and ASU 2019-11 to provide additional guidance on the credit losses standard. ASU 2016-13 was effective for annual and interim periods beginning after December 15, 2022, with early adoption permitted. The Company adopted this standard on January 1, 2023 using the modified retros pective approach and it elected to apply the roll-rate method to estimate current expected credit losses for its accounts receivable population. The adoption of this standard did not have a material impact to the financial statements. Recent Accounting Pronouncements Not Yet Adopted —In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”). ASU 2020-06 changes how entities account for convertible instruments and contracts in an entity’s own equity and simplifies the accounting for convertible instruments by removing certain separation models for convertible instruments. ASU 2020-06 also modifies the guidance on diluted earnings per share calculations. The amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. The Company is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures. |
Business Combination
Business Combination | 9 Months Ended |
Sep. 30, 2023 | |
Business Combinations [Abstract] | |
Business Combination | 3. BUSINESS COMBINATION At the Closing, (i) Holdings transferred to the Company 9,161,771 Class A common units of Holdings (“Holdings Units”), which was equal to the number of shares of Haymaker’s Class A common stock, par value $ 0.0001 per share (“Class A common stock”), issued and outstanding immediately prior to the Closing (after giving effect to redemptions by Haymaker’s public stockholders of 30,525,729 shares of Class A common stock prior to the Closing and the conversion of Haymaker’s Class B common stock, par value $ 0.0001 per share (“Class B common stock”) into shares of Class A common stock and (ii) Haymaker issued 58,565,824 shares of newly authorized Class V voting stock, par value $ 0.0001 per share (“Class V voting stock”), which number of shares of Class V voting stock was equal to the number of Holdings Units retained by the Members immediately following the Closing (the “Retained Holdings Units”), and which shares of Class V voting stock were distributed to the Members, resulting in the Company being organized in an Up-C structure. Also at Closing, (x) in exchange for the Closing Holdings Units, Haymaker transferred cash in an amount equal to (i) the cash in the trust account and any cash held by Haymaker outside of the trust account, less (ii) the amounts required by the redemptions of Class A common stock by the public stockholders, which was equal to $ 305.5 million and (y) the BioTE Companies received aggregate proceeds of $ 125.0 million from the Debt Financing (as defined below) (the aggregate amounts described in (x) and (y) of $ 137.3 million, the “Closing Date Cash”) in accordance with and in the priority set forth in the Business Combination Agreement and as described further in the Proxy Statement. There was no cash consideration paid to Members at Closing. Recapitalization Immediately prior to the Closing, Holdings (i) effectuated a recapitalization, pursuant to which all its Class A units, Class AA units, Class AAA units and Class AAAA units held by the Members were converted or exchanged (whether by direct exchange, merger or otherwise) into a number of equity interests in the Company designated as “Class A Common Units” in the amounts determined in accordance with Holdings’ Second Amended and Restated Operating Agreement (the “Holdings A&R OA”), which was entered into prior to the Closing, the result of which was that the Members hold a single class of Holdings Units as of immediately prior to the Closing and (ii) converted into a Delaware limited liability company. Consideration At the Closing and in consideration for the acquisition of Holdings Units, Haymaker and the BioTE Companies, pursuant to the Business Combination Agreement and the Trust Agreement (as defined in the Business Combination Agreement), disbursed the Closing Date Cash to Holdings. Earnout On the Closing Date (a) the Members on a pro rata basis subjected (i) 10,000,000 Retained Holdings Units held by them (the “Member Earnout Units”) and (ii) 10,000,000 shares of Class V voting stock distributed to them by the BioTE Companies (the “Earnout Voting Shares”), (b) the Sponsor subjected 1,587,500 shares of Class A common stock held by it after giving effect to the Class B common stock Conversion (the “Sponsor Earnout Shares”), and (c) the Company subjected a number of Holdings Units equal to the number of Sponsor Earnout Shares (the “Sponsor Earnout Units,” and, together with the Sponsor Earnout Shares, the Earnout Voting Shares and the Member Earnout Units, the “Earnout Securities”), to certain restrictions and potential forfeiture pending the achievement (if any) of certain earnout targets or milestones pursuant to the terms of the Business Combination Agreement or the occurrence of a Change of Control (as defined in the Business Combination Agreement). Beginning on the six-month anniversary of the Closing, each Retained Biote Unit held by the Members may be redeemed, together with one share of Class V voting stock and subject to certain conditions, in exchange for either one share of Class A common stock or in certain circumstances, at the election of the Company in its capacity as the sole manager of Holdings, the cash equivalent of the market value of one share of Class A common stock, pursuant to the terms and conditions of the Holdings A&R OA (such exchange rights, as further described in the Holdings A&R OA, the “Exchange Rights”). Other Agreements—Business Combination The Business Combination Agreement contemplated the execution of various additional agreements and instruments, including, among others, the following: Tax Receivable Agreement At Closing, Biote entered into the TRA with Holdings, the Members and the Members’ Representative, which provides for, among other things, payment by the Company to the Members of 85 % of the U.S. federal, state and local income tax savings realized by the Company as a result of the increases in tax basis and certain other tax benefits related to any transactions contemplated under the Business Combination Agreement and any redemption of Retained Holdings Units in exchange for Class A common stock or cash (as more fully described in the TRA). These payments are an obligation of Biote and not of the BioTE Companies. Biote’s only material asset following the Business Combination is its ownership interest in Holdings and, accordingly, the Company will depend on distributions from Holdings to make any payments required to be made by the Company under the TRA. The term of the TRA will continue until all such tax benefits have been utilized or expired unless the Company exercises its right to terminate the TRA for an amount representing the present value of anticipated future tax benefits under the TRA or certain other acceleration events occur. The actual increase in the Company’s allocable share of tax basis in the BioTE Companies’ assets, as well as the amount and timing of any payments under the TRA, will vary depending upon a number of factors, including the timing of redemptions of shares of Retained Holdings Units, the market price of shares of the Class A common stock at the time of the exchange, the extent to which such exchanges are taxable and the amount and timing of the Company’s income. Any payments the Company makes under the TRA will generally reduce the amount of overall cash flow that might have otherwise been available to the Company. To the extent that the Company is unable to make timely payments under the TRA for any reason, the unpaid amounts will be deferred and will accrue interest until paid; however, nonpayment for a specified period and/or under certain circumstances may constitute a material breach of a material obligation under the TRA and therefore accelerate payments due under the TRA. The TRA provides that, in the event that (i) the Company exercises its early termination rights under the TRA, (ii) certain changes of control occur (as described in the TRA), (iii) the Company, in certain circumstances, fails to make a payment required to be made pursuant to the TRA by the applicable final payment date, which non-payment continues for 30 days following such final payment date or (iv) the Company materially breaches any of its material obligations under the TRA, which breach continues without cure for 30 days following receipt by the Company of written notice thereof (unless, in the case of clauses (iii) and (iv), certain liquidity exceptions apply) the Company’s obligations under the TRA will accelerate and the Company will be required to make a lump-sum cash payment to the applicable parties to the TRA equal to the present value of all forecasted future payments that would have otherwise been made under the TRA, which lump-sum payment would be based on certain assumptions, including those relating to the Company’s future taxable income. As of September 30, 2023 units exchanged under the TRA generated a deferred tax asset of $ 21.8 million and a liability under the TRA of $ 18.5 million . As of December 31, 2022, no units were exchanged under the TRA. Second Amended and Restated Operating Agreement of Holdings At the Closing, the Company, Holdings and the Members entered into the Holdings A&R OA, which, among other things, (i) provided for a recapitalization of the ownership structure of Holdings, whereby following the execution of the Holdings A&R OA, the ownership structure of Holdings consists solely of the Holdings Units, (ii) designated the Company as the sole manager of Holdings (iii) provides that on the Exchange Date (as defined in the Holdings A&R OA) (unless otherwise waived by the Company, or, with respect to the Initial Shares (as defined therein), following the registration under the Securities Act of 1933, as amended (the “Securities Act”), of such shares), each Retained Biote Unit held by the Members may be redeemed in exchange, subject to certain conditions, for either one share of Class A common stock or, at the election of the Company in its capacity as the sole manager of Holdings, the cash equivalent of the market value of one share of Class A common stock (the “Exchange Rights”), and (iv) otherwise amended and restated the rights and preferences of the Holdings Units, in each case, as more fully described in the Holdings A&R OA. In connection with the execution of the Business Combination Agreement, certain of Haymaker’s officers and directors, Haymaker, the Sponsor, Holdings and the Members’ Representative entered into a letter agreement (the “Sponsor Letter”), pursuant to which, among other things, the Sponsor agreed to (i) vote, at any duly called meeting of stockholders of the Company, in favor of the Business Combination Agreement and the transactions contemplated thereby, (ii) subject to certain exceptions, not to effect any sale or distribution of any of its shares of Class B common stock or private placement warrants and (iii) waive any and all anti-dilution rights described in Haymaker’s amended and restated certificate of incorporation or otherwise with respect to the shares of Class B common stock held by the Sponsor that may be implicated by the Business Combination such that the Class B common stock Conversion will occur as discussed therein. Investor Rights Agreement At the Closing, the Company, the Members, the Sponsor, the Members’ Representative and certain other parties entered into an Investor Rights Agreement (the “IRA”). Pursuant to the terms of the IRA, among other things, (i) that certain Registration Rights Agreement, by and between Haymaker and certain security holders, dated March 1, 2021, entered into in connection with Haymaker’s initial public offering, was terminated, (ii) the Company provided certain registration rights for the shares of Class A common stock held (or underlying certain securities held) by the Members, the Sponsor, and certain other parties, (iii) the Members agreed not to, subject to certain exceptions, transfer, sell, assign or otherwise dispose of the shares of Class A common stock, Class V voting stock and the Holdings Units held by such Members, as applicable, for six months following the Closing, and the Member Earnout Units (as defined therein) until the date such securities have been earned in accordance with the Business Combination Agreement and (iv) the Sponsor agreed not to, subject to certain exceptions, transfer, sell, assign or otherwise dispose of its (a) shares of Class A common stock (other than the Sponsor Earnout Shares, as defined therein) for six months following the Closing, (b) Sponsor Earnout Shares until the date such securities have been earned in accordance with the Business Combination Agreement and (c) warrants issued to the Sponsor pursuant to that certain Private Placement Warrants Purchase Agreement, dated March 1, 2021, by and between the Company and the Sponsor, and the underlying shares of Class A common stock, for 30 days following the Closing Date (such lock-up period superseding the lock-up period set forth in the Insider Letter (as defined in the IRA)), in each case, as more fully described in the IRA). Indemnification Agreements In connection with the Closing, the Company entered into indemnification agreements (each, an “Indemnification Agreement”) with its directors and executive officers. Each Indemnification Agreement provides for indemnification and advancements by the Company of certain expenses and costs if the basis of the indemnitee’s involvement in a matter was by reason of the fact that the indemnitee is or was a director, officer, employee, or agent of the Company or any of its subsidiaries or was serving at the Company’s request in an official capacity for another entity, in each case to the fullest extent permitted by the laws of the State of Delaware. Credit Agreements On the Closing Date, certain direct and indirect subsidiaries of Biote entered into that certain Credit Agreement, dated as of May 26, 2022 (the “Credit Agreement”; any capitalized terms used but not defined herein have the meanings assigned to such terms in the Credit Agreement), by and among, inter alios, Holdings, BioTE Medical, LLC, (“BioTE Medical”), BioTe IP, LLC, (“BioTe IP” and, together with Holdings and BioTE Medical, collectively, the “Loan Parties”), certain lenders party thereto from time to time (the “Lenders”), and Truist Bank, as administrative agent for the Lenders (“Administrative Agent”). The Credit Agreement provides for (i) a $ 50.0 million senior secured revolving credit facility (the “Revolving Loans”) and (ii) a $ 125.0 million senior secured term loan A credit facility, which was borrowed in full on the Closing Date (the “Term Loan” and, together with the Revolving Loans, collectively, the “Loans”, such transactions together the “Debt Financing”). BioTE Medical used the proceeds of the Debt Financing to refinance and replace an existing credit facility pursuant to a credit agreement, dated as of May 17, 2019, with Bank of America, N.A and for general corporate purposes. The Loans are also subject to customary events of default. Events of default under the Credit Agreement include (subject to grace periods in certain instances): (i) the failure by any Loan Party to timely make payments due under the Credit Agreement; (ii) material misrepresentations or misstatements in any representation or warranty by any Loan Party when made; (iii) failure by any Loan Party to comply with the covenants under the Credit Agreement and other related agreements; (iv) certain defaults under a specified amount of other indebtedness of Holdings or its subsidiaries; (v) insolvency or bankruptcy-related events with respect to Holdings or any of its subsidiaries; (vi) certain undischarged, non-appealable judgments above a specified threshold against Holdings or any of its subsidiaries; (vii) certain ERISA-related events reasonably expected to result in liability above a specified threshold to Holdings and its subsidiaries taken as a whole; (viii) any loan documents or a material part of the liens under the loan documents ceasing to be, or being asserted by Holdings or its subsidiaries not to be, in full force and effect; (ix) any loan party or subsidiary denying that it has further obligations under any Loan Document; (x) any obligations under the loan documents ceasing to constitute senior indebtedness; and (x) the occurrence of a change of control. If an event of default has occurred and continues beyond any applicable cure period, Administrative Agent may (i) accelerate all outstanding obligations under the Credit Agreement or (ii) terminate the commitments, amongst other remedies. Additionally, BioTE Medical may not borrow under the Loans while an event of default is continuing. See Note 9 for further detail. |
Revenue Recognition
Revenue Recognition | 9 Months Ended |
Sep. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | 4. REVENUE RECOGNITION Revenue recognized for each revenue stream was as follows: Three Months Ended Nine Months Ended (in thousands) 2023 2022 2023 2022 Pellet procedures $ 35,416 $ 32,981 $ 106,123 $ 96,247 Dietary supplements 8,475 8,066 28,955 21,719 Disposable trocars 893 509 2,439 1,110 Shipping fees 47 18 121 45 Product revenue 44,831 41,574 137,638 119,121 Training 321 186 859 707 Contract-term services 234 210 669 644 Other 171 — 491 — Service revenue 726 396 2,019 1,351 Total revenue $ 45,557 $ 41,970 $ 139,657 $ 120,472 Revenue recognized by geographic region was as follows: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2023 2022 2023 2022 United States $ 44,570 $ 41,469 $ 137,109 $ 118,845 All other 261 105 529 276 Product revenue 44,831 41,574 137,638 119,121 United States 726 385 2,019 1,332 All other — 11 — 19 Service revenue 726 396 2,019 1,351 Total revenue $ 45,557 $ 41,970 $ 139,657 $ 120,472 Significant changes in contract liability balances were as follows: September 30, 2023 2022 Description of change Deferred Revenue Deferred Revenue, Deferred Revenue Deferred Revenue, Revenue recognized that was included in the contract liability balance at the beginning of the period $ ( 1,263 ) $ — $ ( 1,445 ) $ — Increases due to cash received, excluding amounts recognized as revenue during the period 1,679 855 1,207 591 Transfers between current and non-current liabilities due to the expected revenue recognition period 454 ( 454 ) 412 ( 412 ) Total increase in contract liabilities $ 870 $ 401 $ 174 $ 179 Consideration allocated to initial training due to deposits paid upfront is presented within deferred revenue on the condensed consolidated balance sheets and is expected to be recognized as revenue within one year as the training is performed. Consideration allocated to contract-term services is presented within deferred revenue and deferred revenue, long-term for the amounts expected to be recognized within one year and longer than one year, respectively. Consideration allocated to the premiums within the management fee for pellet procedures is presented within deferred revenue current and deferred revenue, long-term for amounts expected to be recognized within one year and longer than one year, respectively. Consideration allocated to performance obligations was as follows: September 30, December 31, (in thousands) 2023 2022 Unsatisfied training obligations – Current $ 154 $ 104 Unsatisfied contract-term services – Current 1,497 1,028 Unsatisfied contract-term services – Long-term 817 627 Total allocated to unsatisfied contract-term services 2,314 1,655 Unsatisfied pellet procedures – Current 911 833 Unsatisfied pellet procedures – Long-term 365 299 Total allocated to unsatisfied pellet procedures 1,276 1,132 Total deferred revenue – Current $ 2,562 $ 1,965 Total deferred revenue – Long-term $ 1,182 $ 926 The Company does not have a history of material returns or refunds and generally does not offer warranties or guarantees for any products or services. There were no expected returns or refunds recorded as a reduction of revenue for the three and nine months ended September 30, 2023 and 2022 . |
Inventory, Net
Inventory, Net | 9 Months Ended |
Sep. 30, 2023 | |
Inventory Disclosure [Abstract] | |
Inventory, Net | 5. INVENTORY, NET The components of inventory, net were as follows: September 30, December 31, (in thousands) 2023 2022 Product inventory – Pellets $ 6,845 $ 6,213 Less: Obsolete and expired pellet allowance ( 1,266 ) ( 1,298 ) Pellet inventory, net 5,579 4,915 Product inventory – Dietary supplements 5,514 6,283 Less: Obsolete and expired dietary supplement allowance ( 15 ) ( 15 ) Dietary supplement inventory, net 5,499 6,268 Inventory, net $ 11,078 $ 11,183 |
Property and Equipment, Net
Property and Equipment, Net | 9 Months Ended |
Sep. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | 6. PROPERTY AND EQUIPMENT, NET Property and equipment, net consisted of the following: September 30, December 31, (in thousands) 2023 2022 Trocars $ 4,644 $ 4,645 Leasehold improvements 1,506 1,028 Office equipment 253 238 Computer software 140 140 Furniture and fixtures 181 161 Computer equipment 108 102 Property and equipment 6,832 6,314 Less: Accumulated depreciation ( 5,479 ) ( 4,810 ) Property and equipment, net $ 1,353 $ 1,504 Total depreciation expense related to property and equipment was $ 0.2 million and $ 0.3 million for the three months ended September 30, 2023 and 2022, respectively, and $ 0.7 million and $ 0.9 million for the nine months ended September 30, 2023 and 2022, respectively. Total depreciation expense was included in Selling, general and administrative expense in the condensed consolidated statements of income and comprehensive income (loss). The Company has not acquired any property and equipment under finance leases. The Company’s property and equipment are all held within the United States. |
Capitalized Software, Net
Capitalized Software, Net | 9 Months Ended |
Sep. 30, 2023 | |
Research and Development [Abstract] | |
Capitalized Software, Net | 7. CAPITALIZED SOFTWARE, NET Capitalized software, net consisted of the following: September 30, December 31, (in thousands) 2023 2022 Website costs $ 4,145 $ 4,142 Development in process 4,465 3,277 Less: Accumulated amortization ( 3,161 ) ( 2,346 ) Capitalized software, net $ 5,449 $ 5,073 Total amortization expense for capitalized software was $ 0.3 million and $ 0.3 million for the three months ended September 30, 2023 and 2022, respectively, and $ 0.8 million and $ 0.8 million for the nine months ended September 30, 2023 and 2022 , respectively. Total amortization expense was included in Selling, general and administrative expense in the condensed consolidated statements of income and comprehensive income (loss). |
Accrued Expenses
Accrued Expenses | 9 Months Ended |
Sep. 30, 2023 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | 8. ACCRUED EXPENSES Accrued expenses consisted of the following: September 30, December 31, (in thousands) 2023 2022 Accrued professional fees $ 415 $ 354 Accrued employee-related costs 5,599 4,221 Accrued interest 27 — Other 4,238 1,699 Accrued expenses $ 10,279 $ 6,274 |
Long-Term Debt
Long-Term Debt | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | 9. LONG-TERM DEBT Bank of America Term Loan In May 2019, the Company entered into a credit arrangement (the “Bank of America Credit Agreement”) for a term loan of $ 50.0 million (the “Bank of America Term Loan”), which bore an interest rate quoted as LIBOR + 300 Basis Points . The Bank of America Credit Agreement also included a line of credit arrangement, under which the Company could borrow up to $ 10.0 million. The line was set to expire in May of 2024 and was secured by all assets of the Company. The Company did no t draw on the line of credit during the three and nine months ended September 30, 2022. In connection with obtaining the Bank of America Credit Agreement in May of 2019, the Company incurred lender’s fees and related attorney’s fees of $ 1.1 million. The Company capitalized these costs and was amortizing these to interest expense over the maturity of the Bank of America Term Loan. Amortization expense relate d to the debt issuance costs on the Bank of America Credit Agreement was $ 0 and $ 0.09 million for the three and nine months ended September 30, 2022 , respectively. At the Closing Date, the remaining unamortized Bank of America debt issuance costs of $ 0.4 million were w ritten off as a loss from extinguishment of debt in the Company’s condensed consolidated statements of income and comprehensive income (loss) upon extinguishment of the Bank of America Credit Agreement. In connection with the Business Combination, the Company entered into a new loan agreement as described below. A portion of the funds obtained from the new agreement were used to repay the Bank of America Term Loan in full on the Closing Date. Truist Term Loan On the Closing Date, the Company entered into a new loan agreement with Truist Bank (the “Credit Agreement” and with respect to the term loan within, the “Term Loan”) for $ 125.0 million. Interest on borrowings under the Credit Agreement is based on either, at the Company’s election, the Standard Overnight Financing Rate plus an applicable margin of 2.5 % or 2.75 % or the Base Rate plus an applicable margin of 1.5 % or 1.75 %. At September 30, 2023, the interest rate charged to the Company was approximately 8.04 % . The Term Loam 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 September 30, 2023, the outstanding principal on the Term Loan was $ 117.2 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 no t draw on the Revolving Loans during each of the three and nine months ended September 30, 2023 and 2022. The Credit Agreement is secured by substantially all of the assets of the Company and is subject to, among other provisions, customary covenants regarding indebtedness, liens, negative pledges, restricted payments, certain prepayments of indebtedness, investments, fundamental changes, disposition of assets, sale and lease-back transactions, transactions with affiliates, amendments of or waivers with respect to restricted debt and permitted activities of the Company. The Credit Agreement is subject to (i) a maximum total net leverage ratio and (ii) a minimum fixed charge coverage ratio. The Company must maintain a total net leverage ratio of less than or equal to (i) 4.25 :1.00, with respect to the fiscal quarter ending September 30, 2022 through and including the fiscal quarter ending March 31, 2023, (ii) 4.00 :1.00, with respect to the fiscal quarter ending June 30, 2023 through and including March 31, 2024, and (iii) 3.75 :1.00 thereafter. Beginning with the third fiscal quarter of 2022, the Company must not permit the Consolidated Fixed Charge Coverage Ratio to be less than 1.25 :1.00. Both financial covenants are tested quarterly. In addition to the financial covenants, the Company is required to deliver financial statements and other information including, but not limited to, a budget for the fiscal year in progress. Although the Company was in compliance with all required financial covenants associated with the Credit Agreement, it failed to timely deliver a budget for the fiscal year ending December 31, 2023, resulting in an event of default as of June 30, 2023. On July 27, 2023, the lender waived the event of default and also agreed that the Company will not be required to deliver a budget for the fiscal year ending December 31, 2023. As of September 30, 2023, the Company was in compliance with all required covenants associated with the Credit Agreement. In connection with obtaining the Credit Agreement in May of 2022, the Company incurred lender’s fees and related attorney’s fees of $ 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 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 and $ 0.2 million for the three months ended September 30, 2023 and 2022, respectively, and $ 0.6 million and $ 0.3 million for the nine months ended September 30, 2023 and 2022, respectively. The total amortization of debt issuance costs, inclusive of those related to both the Bank of America Credit Agreement and the Credit Agreement, was $ 0.2 million and $ 0.2 million for the three months ended September 30, 2023 and 2022, respectively, and $ 0.6 million and $ 0.4 million for the nine months ended September 30, 2023 and 2022, respectively. Long-term debt was as follows: September 30, December 31, (in thousands) 2023 2022 Term loan $ 117,188 $ 121,875 Less: Current portion $ ( 6,250 ) ( 6,250 ) $ 110,938 $ 115,625 Less: Unamortized debt issuance costs $ ( 2,948 ) ( 3,539 ) Term loan, net of current portion $ 107,990 $ 112,086 Future maturities of long-term debt, excluding debt issuance costs, are as follows: Year Ended December 31, (in thousands) 2023 (remaining three months) 1,563 2024 6,250 2025 6,250 2026 6,250 2027 96,875 $ 117,188 |
Warrant Liability
Warrant Liability | 9 Months Ended |
Sep. 30, 2023 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrant Liability | 10. WARRANT LIABILITY In connection with its initial public offering, Haymaker issued public warrants as part of the units sold through the offering (“Public Warrants”) as well as private placement warrants (“Private Placement Warrant”) to its Sponsor, the terms of which are further described below. Warrant Tender Offer On May 9, 2023, the Company commenced (i) its offer to each holder of its outstanding warrants, each whole warrant exercisable for one share of Class A common stock of the Company, at an exercise price of $ 11.50 per share (the “Warrants”), the opportunity to receive 0.23 shares of Class A common stock in exchange for each Warrant tendered by the holder and exchanged pursuant to the offer (the “Offer”), and (ii) the solicitation of consents (the “Consent Solicitation”) from holders of the Warrants (the “Consent Warrants”) to amend the Warrant Agreement (the “Warrant Agreement”), dated as of March 1, 2021, by and between Haymaker Acquisition Corp. III, a Delaware corporation, and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Amendment”), which governs all of the Warrants. Pursuant to the terms of the Warrant Agreement, all except certain specified modifications or amendments required the vote or written consent of holders of at least 50 % of the Public Warrants and, solely with respect to any amendment to the terms of the Private Placement Warrants, at least 50 % of the Private Placement Warrants. The Warrant Amendment permitted the Company to require that each Warrant that is outstanding upon the closing of the Offer be converted into 0.207 shares of Class A common stock, which is a ratio 10 % less than the exchange ratio applicable to the Offer. The Offer and Consent Solicitation expired one minute after 11:59 p.m., Eastern Standard Time, on June 7, 2023 . Public Warrants of 8,191,336 , or approximately 97.5 % of the outstanding Public Warrants and Private Placement Warrants of 4,464,900 , or approximately 87.4 % of the outstanding Private Placement Warrants, were validly tendered and not validly withdrawn prior to the expiration of the Offer and Consent Solicitation. In addition, pursuant to the Consent Solicitation, the Company received the approval of the Warrant Amendment from approximately (i) 97.5 % of the outstanding Public Warrants and (ii) 87.4 % of the outstanding Private Placement Warrants. On June 8, 2023, the Company and the Warrant Agent entered into the Warrant Amendment, which permitted the Company to require that each Warrant that is outstanding upon the closing of the Offer be converted into 0.207 shares of Class A common stock, which is a ratio 10 % less than the exchange ratio applicable to the Offer. The Company exercised its right to exchange all remaining outstanding Warrants for shares of Class A common stock in accordance with the terms of the Warrant Amendment. As a result of the warrant tender offer, the Company exchanged all of its outstanding Warrants for 3,088,473 shares of Class A Common Stock valued at $ 17.5 million. No Warrants remain outstanding following such exchange. Public Warrants Each whole Public Warrant was exercisable to purchase one share of Class A common stock, and only whole warrants were exercisable. The Public Warrants became exercisable on June 25, 2022, 30 days after the completion of the Business Combination. Each whole Public Warrant entitled the holder to purchase one share of Class A common stock at an exercise price of $ 11.50 . Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of shares of Class A common stock. This means that only a whole warrant may be exercised at any given time by a warrant holder. No fractional warrants were issued upon separation of the units and only whole warrants were traded, requiring a purchase of at least four units to receive or trade a whole warrant. The warrants will expire on May 26, 2027 , five years after the completion of the Business Combination, or earlier upon redemption or liquidation. If the shares issuable upon exercise of the warrants were not registered under the Securities Act within 60 business days following the Business Combination, the Company would have been required to permit holders to exercise their warrants on a cashless basis. However, no warrant was exercisable for cash or on a cashless basis, and the Company was not obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise was registered or qualified under the securities laws of the state of the exercising holder, unless an exemption was available. In the event that the conditions in the immediately preceding sentence were not satisfied with respect to a warrant, the holder of such warrant would not be entitled to exercise such warrant and such warrant would have no value and expire worthless. In no event was the Company required to net cash settle any warrant. In the event that a registration statement was not effective for the exercised warrants, the purchaser of a unit containing such warrant would have paid the full purchase price for the unit solely for the share of Class A common stock underlying such unit. The Company agreed that as soon as practicable, but in no event later than 15 business days, after the closing of the Business Combination, it would use its reasonable best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the warrants. The Company would use its reasonable best efforts to cause the same to become effective within 60 business days following the Business Combination and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. Notwithstanding the above, if the Company’s Class A common stock was at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a covered security under Section 18(b)(1) of the Securities Act, the Company would, at its option, require holders of Public Warrants who exercise their warrants to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elected, the Company would not be required to file or maintain in effect a registration statement, but the Company would be required to use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of warrants when the price per Class A share equals or exceeds $ 18.00 Once the warrants become exercisable, the Company may call the warrants for redemption: • in whole and not in part; • at a price of $ 0.01 per warrant; • upon not less than 30 days’ prior written notice of redemption (which the Company refers to as the 30-day redemption period) to each warrant holder; and • if, and only if, the last reported sale price of the Class A common stock equals or exceeds $ 18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which it sends the notice of redemption to the warrant holders. Redemption of warrants when the price per Class A share equals or exceeds $ 10.00 Once the warrants become exercisable, the Company may call the warrants for redemption: • in whole and not in part; • at $ 0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares of the Company’s Class A common stock to be determined based on the redemption date and the “fair market value” of shares of the Company’s Class A common stock except as otherwise described below; • if, and only if, the closing price of shares of the Company’s Class A common stock equals or exceeds $ 10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within the 30-trading day period ending on the third trading day prior to the date on which it sends the notice of redemption to the warrant holders; and • if the closing price of the Company’s Class A common stock for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which it sends the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the Closing of the Business Combination at an issue price or effective issue price of less than $ 9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60 % of the total equity proceeds, inclusive of interest earned on equity held in trust, available for the funding of the Business Combination on the date of the consummation of the Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Business Combination is consummated (such price, the “Market Value”) is below $ 9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115 % of the higher of the Market Value and the Newly Issued Price, and the $ 18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180 % of the higher of the Market Value and the Newly Issued Price. The Company’s Public Warrants were treated as liabilities and recorded at fair value in the Warrant liability line of the condensed consolidated balance sheets. Any changes in fair value are recorded in the changes in fair value of warrants line of the condensed consolidated statements of income and comprehensive income (loss). Please see Note 12 for further detail. No Public Warrants were redeemed as of December 31, 2022. Private Placement Warrants The Sponsor purchased an aggregate of 5,333,333 Private Placement Warrants at a price of $ 1.50 per whole warrant in a private placement that occurred simultaneously with the closing of Haymaker’s initial public offering. Subsequently, the Sponsor purchased an additional 233,333 Private Placement Warrants for an aggregate purchase price of $ 350.0 million in conjunction with the partial exercise of the underwriters’ overallotment option. Each whole Private Placement Warrant was exercisable for one share of the Company’s Class A common stock at a price of $ 11.50 per share. The Private Placement Warrants were non-redeemable and exercisable on a cashless basis so long as they were held by the Sponsor or its permitted transferees. The Private Placement Warrants (including the Class A common stock issuable upon exercise of the Private Placement Warrants) were not transferable, assignable or saleable until 30 days after the completion of the Business Combination and they were not redeemable so long as they were held by the Sponsor or its permitted transferees. Otherwise, the Private Placement Warrants had terms and provisions that were identical to those of the Public Warrants, including as to exercise price, exercisability and exercise period. If the Private Placement Warrants were held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants would be redeemable by the Company and exercisable by the holders on the same basis as the Public Warrants. If holders of the Private Placement Warrants elected to exercise them on a cashless basis, they would pay the exercise price by surrendering their warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of warrant exercise is sent to the warrant agent. The Company accounted for the Public Warrants and Private Placement Warrants in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants did not meet the criteria for equity treatment thereunder, each warrant was recorded as a liability. The warrant liabilities were subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liabilities were adjusted to current fair value, with the change in fair value recognized in the Company’s condensed consolidated statements of income and comprehensive income (loss). The Company reassessed the classification at each balance sheet date. If the classification changed as a result of events during the period, the warrants would have been reclassified as of the date of the event that caused the reclassification. No such events requiring a change in classification of the warrants had occurred through September 30, 2023. The Company’s Private Placement Warrants were treated as liabilities and recorded at fair value in the Warrant liability line of the balance sheets. Any changes in fair value were recorded in the changes in fair value of warrants line of the condensed consolidated statements of income and comprehensive income (loss). Please see Note 12 for further detail. |
Earnout Liability
Earnout Liability | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Earnout Liability | 11. EARNOUT LIABILITY Certain of the Company’s equity holders are entitled to vest in up to 11,587,500 Earnout Securities if certain share price targets (the “Triggering Events”) are achieved by May 26, 2027 (the “Earnout Deadline”). The Triggering Events each entitle the eligible equity holders to a certain number of shares per Triggering Event. The Triggering Events are as follows: (i) the first time, prior to the Earnout Deadline, that the volume-weighted average share price of Biote’s Class A common stock (“VWAP”) equals or exceeds $ 12.50 per share (the “Price Target 1”) for twenty ( 20 ) trading days of any thirty ( 30 ) consecutive trading day period following the Closing, one-third (1/3) of the Earnout Securities shall be vested and no longer subject to forfeiture and other transfer restrictions (the “Earnout Restrictions”); (ii) the first time, prior to the Earnout Deadline, that the VWAP equals or exceeds $ 15.00 per share (the “Price Target 2”) for twenty ( 20 ) trading days of any thirty ( 30 ) consecutive trading day period following the Closing, one-third (1/3) of the Earnout Securities shall be vested and no longer subject to the Earnout Restrictions; (iii) the first time, prior to the Earnout Deadline, that the VWAP equals or exceeds $ 17.50 per share (the “Price Target 3”) for twenty ( 20 ) trading days of any thirty ( 30 ) consecutive trading day period following the Closing, one-third (1/3) of the Earnout Securities shall be vested and no longer subject to the Earnout Restrictions; and (iv) if the Company completes a change of control prior to the Earnout Deadline, then all remaining unvested Earnout Securities shall vest and no longer be subject to the Earnout Restrictions. The Company’s Earnout liability is recorded at fair value in the condensed consolidated balance sheets. Any changes in fair value are recorded in the changes in earnout liability line of the condensed consolidated statements of income and comprehensive income (loss). Please see Note 12 for further detail. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair value measurements | 12. FAIR VALUE MEASUREMENTS To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Fair value is a market-based measure considered from the perspective of a market participant rather than an entity-specific measure. Therefore, even when market assumptions are not readily available, the Company’s own assumptions are set to reflect those that market participants would use in pricing the asset or liability at the measurement date. The Company uses prices and inputs that are current as of the measurement date, including during periods of market dislocation. In periods of market dislocation, the observability of prices and inputs may be reduced for many instruments. This condition could cause an instrument to be reclassified from Level 1 to Level 2 or Level 2 to Level 3. The Company’s financial instruments consist of accounts receivable, accounts payable, accrued expenses, and short- and long-term debt. The carrying value of accounts receivable, accounts payable, accrued expenses and short-term debt are considered a reasonable estimate of their fair value, due to the short-term maturity of these instruments. The Company’s debt instruments are carried at amortized cost in its condensed consolidated balance sheets, which may differ from their respective fair values. The fair values of the Company’s term loan and revolving line of credit generally approximate their carrying values. The following table presents information regarding the Company’s financial liabilities that were measured at fair value on a recurring basis: September 30, 2023 (in thousands) Level 1 Level 2 Level 3 Total Liabilities: Public Warrants $ — $ — $ — $ — Private Placement Warrants — — — — Earnout liability — — 46,470 46,470 December 31, 2022 (in thousands) Level 1 Level 2 Level 3 Total Liabilities: Public Warrants $ 2,381 $ — $ — $ 2,381 Private Placement Warrants — — 1,723 1,723 Earnout liability — — 32,110 32,110 There were no movements between levels during each of the three and nine months ended September 30, 2023. Level 3 Disclosures Private Placement Warrants As described in Note 10, the Company’s Private Placement Warrants were initially issued by Haymaker and were thus acquired by the Company through the consummation of the Business Combination. Accordingly, the initial measurement date of the Private Placement Warrants for the Company was the Closing Date. The Private Placement Warrants were valued using a Monte Carlo simulation. Calculating the fair value of the Private Placement Warrants requires the input of subjective assumptions. Other reasonable assumptions could provide differing results. The carrying amount of the liability may fluctuate significantly, and actual amounts at settlement may be materially different from the liability’s estimated fair value. As of September 30, 2023, all of the Private Placement Warrants had been exchanged for Class A common stock. The following table provides the significant inputs used to measure the fair value of the level 3 Private Placement Warrants: As of December 31, 2022 Stock price $ 3.73 Exercise price $ 11.50 Risk-free rate 4.0 % Volatility 42.2 % Term (in years) 4.4 Earnout Liability The Earnout liability was valued using a Monte Carlo simulation in order to project the future path of the Company’s stock price over the earnout period. The carrying amount of the liability may fluctuate significantly, and actual amounts paid may be materially different from the liability’s estimated fair value. The following table provides the significant inputs used to measure the fair value of the level 3 Earnout liability: As of September 30, 2023 December 31, 2022 Stock price $ 5.12 $ 3.73 Risk-free rate 4.7 % 4.1 % Volatility 70.0 % 70.0 % Term (in years) 3.7 4.4 Changes in the fair value of the Company’s Level 3 financial instruments were as follows: (in thousands) Private Placement Earnout Liability Total Fair value as of December 31, 2022 $ 1,723 $ 32,110 $ 33,833 Loss from change in fair value 4,863 14,360 19,223 Settlement ( 6,586 ) — ( 6,586 ) Fair value as of September 30, 2023 $ — $ 46,470 $ 46,470 |
Noncontrolling Interest
Noncontrolling Interest | 9 Months Ended |
Sep. 30, 2023 | |
Noncontrolling Interest [Abstract] | |
Noncontrolling Interest | 13. NONCONTROLLING INTEREST In connection with the Closing of the Business Combination on the Closing Date, certain Members of Holdings (the “Minority Interest Holders”) retained an approximately 86.5 % membership interest in Holdings and Biote received an approximately 13.5 % ownership interest in Holdings. As a result of share issuances subsequent to the Closing of the Business Combination, Biote’s ownership of Holdings, was approximately 54.1 % as of September 30, 2023. The Minority Interest Holders may from time to time, after the Closing Date, exchange with Biote, such holders’ units in Holdings for an equal number of shares of Biote’s Class A common stock. As a result, Biote’s ownership interest in Holdings will continue to increase. The Minority Interest Holders’ ownership interests are accounted for as noncontrolling interests in the Company’s condensed consolidated financial statements. Because the Business Combination was accounted for similar to a reverse recapitalization, the noncontrolling interest was initially recorded based on the Minority Interest Holders’ ownership interest in the pre-combination carrying value of Holdings’ equity, including net income (loss) for the periods prior to the Closing Date included in accumulated deficit as of the Closing Date. Subsequent to the Business Combination, the Minority Interest Holders’ interest in the net income (loss) of Holdings after the Closing Date is allocated to noncontrolling interest. In connection with the Business Combination, Biote issued the Minority Interest Holders an aggregate of 48,565,824 shares of Class V voting stock. The Class V voting stock provides no economic rights in Biote to the holder thereof; however, each holder of Class V voting stock is entitled to vote with the holders of Class A common stock of Biote, with each share of Class V voting stock entitling the holder to one vote per share of Class V voting stock at the time of such vote (subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications). |
Share-Based Compensation
Share-Based Compensation | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Share-Based Compensation | 14. SHARE-BASED COMPENSATION At the Closing of the Business Combination, Holdings’ share-based compensation awards (as such terms are defined below) were converted into equity in Biote. Share information below has been converted from historical disclosure based on the equivalent shares received in the Business Combination. Incentive Units Holdings previously issued incentive units, which entitled the holder to participate in the net transaction proceeds from a change in control or qualifying liquidity event. Incentive units equivalent to 987,275 shares of Class V voting stock were vested as of December 31, 2021, and the Closing of the Business Combination triggered the vesting of the remaining incentive units equivalent to 6,356,178 shares of Class V voting stock. No compensation cost was recognized historically until the Closing of the Business Combination, and $ 50.0 million of share-based compensation expense was recognized at Closing related to the incentive units. As of September 30, 2023, there were no incentive units outstanding. Restricted Stock Units (Including Phantom Equity Rights) Holdings also previously authorized the grant of phantom equity rights, which entitled the holder to participate in the net transaction proceeds from a change in control or qualifying liquidity event. For current employees, these awards vest quarterly over a period of one or two years after a change in control or qualifying liquidity event, and each holder is entitled to receive a stated percentage of the net transaction proceeds in excess of certain thresholds in accordance with the terms of their respective award agreement. Awards related to former employees vest at the time of a change in control or qualifying liquidity event, and each holder is entitled to receive a stated percentage of the net transaction proceeds in excess of certain thresholds or a maximum amount in accordance with the terms of their respective award agreement. The Closing of the Business Combination met the performance condition in the phantom equity rights. No compensation cost was recognized historically until the Closing of the Business Combination. The phantom equity rights are equity-classified awards. The grant date fair value of the phantom equity rights was determined using a Monte-Carlo simulation. The significant assumptions used in valuation include the constant risk-free rate, constant volatility factor and the Geometric Brownian Motion. At the Closing of the Business Combination, Holdings’ phantom equity rights related to former employees vested, and the Company recognized share-based compensation expense of $ 4.3 million related to these awards with an offsetting increase to equity based on the awards’ grant-date fair value. At Closing, the Company exercised its option to settle the awards for cash in the amount of $ 7.3 million. At the Closing of the Business Combination, Holdings’ phantom equity rights related to current employees were replaced with 3,887,750 restricted stock units (“RSUs”) of Biote. The RSUs will continue to vest according to their original terms, quarterly over a period of one or two years after the Closing of the Business Combination. Since the Closing of the Business Combination, the Company continues to grant RSUs to certain employees under the 2022 Equity Incentive Plan adopted on May 26, 2022. New RSUs issued are valued at the Company’s stock price on the date of grant. The following table summarizes RSU activity during the nine months ended September 30, 2023: Shares Weighted-Average RSUs outstanding at December 31, 2022 1,622,840 $ 9.41 Granted 42,238 $ 5.83 Vested ( 969,686 ) $ 9.82 RSUs outstanding at September 30, 2023 695,392 $ 8.62 The Company recognized share-based compensation expense of $ 0.6 million and $ 3.1 million during the three and nine months ended September 30, 2023, respectively, related to RSUs. As of September 30, 2023, there was $ 0.9 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 0.55 years. Stock Options Subsequent to the Closing of the Business Combination, the Company began to grant stock options to certain employees, directors, and consultants under the 2022 Equity Incentive Plan adopted on May 26, 2022. The following table summarizes stock option activity during the nine months ended September 30, 2023: Shares Weighted-Average Weighted-Average Options outstanding at December 31, 2022 5,042,628 $ 3.86 9.5 Granted 3,727,607 $ 3.62 Exercised ( 105,049 ) $ 4.00 Forfeited ( 577,275 ) $ 4.22 Options outstanding at September 30, 2023 8,087,911 $ 4.69 9.2 Options exercisable at September 30, 2023 184,014 $ 4.07 9.2 The Company recognized share-based compensation expense of $ 1.6 million and $ 3.9 million during the three and nine months ended September 30, 2023, respectively, related to stock options. As of September 30, 2023, there was $ 18.2 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 3.12 years. The weighted-average assumptions used to estimate the fair value of stock options granted during the nine months ended September 30, 2023 were as follows: Expected term (in years) 6.1 Volatility 66.7 % Risk-free rate 3.5 % Dividend yield 0.0 % Stock Purchase Plan On May 26, 2022, the Company’s Board of Directors approved the 2022 Employee Stock Purchase Plan (the ESPP). The Company’s ESPP has a six-month offering period and a 15 % purchase discount based on market prices on specified dates for 2023. The maximum number of shares of the Company’s common stock that may be issued under the ESPP shall not exceed 797,724 shares of the Company’s common stock (the “Initial Share Reserve”), plus the number of shares of the Company’s common stock that may be added to the ESPP annually each year for a period of up to 10 years . Additional shares added to the ESPP on an annual basis is equal to the lesser of 1 % of the total number of shares of the Company’s capital stock on December 31 st of the preceding calendar year and the Initial Share Reserve. During an offering period, employees make contributions to the ESPP through payroll deductions. At the end of each offering period, the accumulated contributions are used by the participating employees to purchase shares of the Company’s common stock. The issue price of those shares is equal to the lesser of (i) 85 % of the Company’s stock price on the first day of the offering period, or (ii) 85 % of the Company’s stock price on the purchase date. No participant may purchase more than $ 25,000 of common stock in any calendar year, and the maximum number of shares a participant may purchase during a single offering period is 2,000 shares. Full time employees who had been employed by the Company for at least one year were eligible to begin participating in the ESPP on May 15, 2023. The Company recognized share-based compensation expense of $ 0.03 million and $ 0.05 million for the three and nine months ended September 30, 2023, respectively, related to the ESPP. As of September 30, 2023 , no shares had been purchased under the ESPP. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2023 | |
Leases [Abstract] | |
Leases | 15. LEASES On July 1, 2014, the Company entered into a contract to lease office space in the Las Colinas Business Center in Irving, TX. Subsequent to execution of the contract, the Company revised the lease to include additional space and extend the lease term through June 30, 2023 . On November 1, 2022, the Company executed an extension of lease office space to extend through November 30, 2028 . This extension included an additional 3,700 square feet of space that will be available for use in December 2023 and will be included in monthly rent payments accordingly. The Company recognizes operating lease costs on a straight-line basis over the lease term within selling, general and administrative expense in the condensed consolidated statements of income and comprehensive income (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 Nine Months Ended 2023 2022 2023 2022 Fixed lease expense $ 112 $ 61 $ 311 $ 183 Total lease cost $ 112 $ 61 $ 311 $ 183 Other information: Cash paid for amounts included in the measurement of lease liabilities $ 103 $ 64 $ 214 $ 193 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: September 30, December 31, (in thousands) 2023 2022 Lease assets Operating lease right-of-use assets $ 1,953 $ 2,052 Total lease assets $ 1,953 $ 2,052 Lease liabilities Current: Operating lease liabilities $ 298 $ 165 Non-current: Operating lease liabilities 1,761 1,927 Total lease liabilities $ 2,059 $ 2,092 Weighted-average remaining lease term — operating leases (years) 5.17 5.92 Weighted-average discount rate — operating leases 8.31 % 8.48 % The following table summarizes the payments by date for the Company’s operating lease, which is then reconciled to the total lease obligation: As of September 30, (in thousands) 2023 (remaining three months) 110 2024 461 2025 478 2026 494 2027 511 Thereafter 484 Total lease payments 2,538 Less: Interest ( 479 ) Present value of lease liabilities $ 2,059 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 16. INCOME TAXES The Company is subject to U.S. federal and state taxes with respect to its allocable share of any taxable income or loss of Holdings, as well as any stand-alone income or loss it generates. Holdings is treated as a partnership for U.S. income tax purposes and for most applicable state and local income tax purposes and generally does not pay income taxes in most jurisdictions. Instead, Holdings’ taxable income or loss is passed through to its Members, including the Company. Despite its status as a partnership in the United States, Holdings’ foreign subsidiaries are taxable entities operating in foreign jurisdictions. As such, these foreign subsidiaries may record a tax expense or benefit in jurisdictions where a valuation allowance has not been recorded. As part of the Business Combination, the Company entered into the TRA with certain stockholders that will represent approximately 85 % of the calculated tax savings based on the portion of basis adjustments on future exchanges of Holding’s units and other carryforward attributes assumed that the Company anticipates being able to utilize in future years. As of September 30, 2023, there have been exchanges of units that would generate a deferred tax asset of $ 21.8 million for the Company and a liability under the TRA of $ 18.5 million . On a quarterly basis, the Company estimates the effective tax rate expected to be applicable for the full year and makes changes, if necessary, based on new information or events. The estimated annual effective tax rate is forecasted based on actual historical information and forward-looking estimates and is used to provide for income taxes in interim reporting periods. The Company also recognizes the tax impact of certain unusual or infrequently occurring items, such as the effects of changes in tax laws or rates and impacts from settlements with tax authorities, discretely in the quarter in which they occur. The Company recorded income tax expense (benefit) of $ 3.9 million and $ 0.2 million for the three months ended September 30, 2023 and 2022, respectively, and $ 5.4 million and ($ 0.05 ) million for the nine months ended September 30, 2023 and 2022, respectively. The Company continues to evaluate its deferred tax assets each period to determine if a valuation allowance is required based on whether it is more likely than not that some portion of these deferred tax assets will not be realized. As of September 30, 2023, the Company concluded that it is more likely than not that a substantial portion of the Company’s federal deferred tax assets will be realized. As part of the Company’s analysis, it considered both positive and negative factors that impact profitability and whether those factors would lead to a change in the estimate of its deferred tax assets that may be realized in the future. However, based on the Company’s analysis, it has recorded a valuation allowance on the foreign deferred tax assets and the portion of outside basis difference related to Holdings’ permanent book/tax differences as of September 30, 2023 . The Company will continue to assess the likelihood of the realization of its deferred tax assets and the valuation allowance will be adjusted accordingly. |
Net Income (Loss) Per Common Sh
Net Income (Loss) Per Common Share | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Common Share | 17. NET INCOME (LOSS) PER COMMON SHARE The computation of basic and diluted net income (loss) per common share is based on net income (loss) attributable to Biote stockholders divided by the basic and diluted weighted average number of shares of Class A common stock outstanding, each for the period subsequent to the consummation of the Business Combination. The following table sets forth the computation of net loss per common share: Three Months Ended Nine Months Ended (in thousands, except share and per share data) 2023 2022 2023 2022 Net income (loss) per common share Numerator: Net income (loss) attributable to biote Corp. stockholders (basic and diluted) $ 7,530 $ 15 $ ( 4,418 ) $ ( 2,591 ) Denominator: Weighted average shares outstanding - basic 30,334,193 7,605,031 22,921,401 7,596,379 Effect of dilutive securities 707,052 — — — Weighted average shares outstanding - diluted 31,041,245 7,605,031 22,921,401 7,596,379 Net income (loss) per common share Basic $ 0.25 $ — $ ( 0.19 ) $ ( 0.34 ) Diluted $ 0.24 $ — $ ( 0.19 ) $ ( 0.34 ) On the Closing Date, the Company completed the Business Combination which materially impacted the number of shares outstanding, and the Company was organized in an Up-C structure. Net income (loss) per common share information for the three and nine months ended September 30, 2023 and 2022 has been presented on a prospective basis and reflects only the net income (loss) attributable to holders of Biote’s Class A common stock, as well as both basic and diluted weighted average Class A common stock outstanding, for periods subsequent to the Closing Date. Net income (loss) per common share information prior to the Closing Date is not presented since the ownership structure of Holdings is not a common unit of ownership of the Company, and the resulting values would not be meaningful to the users of the condensed consolidated financial statements. Net income (loss) per common share is not separately presented for Class V voting stock since it has no economic rights to the income or loss of the Company. Class V voting stock is considered in the calculation of dilutive net income (loss) per common share on an if-converted basis as these shares, together with the related Holdings Units, have Exchange Rights into Class A common stock that could result in additional Class A common stock being issued. All other potentially dilutive securities are determined based on the treasury stock method. See Note 1 and Note 3 for more information regarding the Business Combination. The Company excluded the following potential shares, presented based on amounts outstanding at each period end, from the computation of diluted weighted average shares outstanding for the periods indicated because including them would have had an antidilutive effect: Three Months Ended Nine Months Ended 2023 2022 2023 2022 RSUs — 2,905,015 695,392 2,905,015 Stock Options 3,686,536 4,250,173 8,087,911 4,250,173 Class V Voting Stock 28,819,066 48,565,824 28,819,066 48,565,824 Public Warrants — 7,937,466 — 7,937,466 Private Placement Warrants — 5,566,666 — 5,566,666 Earnout Voting Shares 10,000,000 10,000,000 10,000,000 10,000,000 Sponsor Earnout Shares 1,587,500 1,587,500 1,587,500 1,587,500 44,093,102 80,812,644 49,189,869 80,812,644 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 18. COMMITMENTS AND CONTINGENCIES Litigation Risk From time to time, the Company may become involved in various legal actions arising in the ordinary course of business. Management is of the opinion that the ultimate liability, if any, from these actions will not have a material effect on its financial condition or results of operations. The Company is currently involved in litigation described below with one of the Company’s stockholders, Dr. Gary S. Donovitz (“Donovitz”) (the “Donovitz Litigation”). The outcome of the Donovitz Litigation, regardless of the merits, is inherently uncertain. At this point in time, the Company cannot predict the length of the Donovitz Litigation or the ultimate liability, if any, which may arise therefrom. In addition, litigation and related matters are costly and may divert the attention of the Company’s management and other resources that would otherwise be engaged in other activities. However, the Donovitz Litigation is not expected to have a material adverse effect on the consolidated results of operations or financial position of the Company. On June 23, 2022, Donovitz sued Haymaker Sponsor, LLC, the Company’s outside legal counsel, and certain Company executive officers and directors in the District Court of Dallas County, Texas (the “Donovitz Dallas Action”), generally alleging fraud, fraudulent inducement, negligent misrepresentation, a breach of the covenant of good faith and fair dealing, breaches of fiduciary duties, and/or aiding and abetting those alleged breaches against the defendants (the “Donovitz Claims”). Donovitz subsequently dismissed without prejudice the Donovitz Claims brought in the Donovitz Dallas Action, and the Court entered an order of dismissal without prejudice on March 28, 2023. On July 11, 2022, the Company sued Donovitz in the Delaware Court of Chancery, pursuing injunctive relief to prevent Donovitz from proceeding with the litigation in the Donovitz Dallas Action in Texas (the “First Delaware Action”). The Company seeks to enforce (a) the Company’s certificate of incorporation, which mandates that stockholders must bring certain actions, including some or all of the Donovitz Claims, exclusively in Delaware, and (b) the Business Combination Agreement, by which Donovitz consented to the exclusive jurisdiction of the Delaware Court of Chancery and agreed that Delaware law governs any related claims, including some or all of the Donovitz Claims. Pending a ruling from the Delaware Court of Chancery, Donovitz agreed to stay all answer dates in the Donovitz Dallas Action. Then, on March 23, 2023, Donovitz filed an amended answer and counterclaims in the First Delaware Action generally reasserting the Donovitz Claims he had previously brought in the Donovitz Dallas Action. On August 24, 2023, Donovitz filed amended counterclaims in the First Delaware Action, again generally reasserting the Donovitz Claims previously brought in the Donovitz Dallas Action but also asserting derivative claims against the Company’s directors. On October 23, 2023, the Company filed its response to Donovitz’s amended counterclaims. On August 24, 2022, Donovitz sued the Company, including certain executive officers and directors of the Company, in the Delaware Court of Chancery, seeking (a) a status quo order preventing the defendants from diluting any stockholder’s equity or voting power, (b) an injunction requiring the defendants to convene a special meeting of the stockholders, and (c) a request to either void a portion of the Company’s Certificate of Incorporation or allow stockholders to elect directors to a vacancy on the board in accordance with Delaware General Corporate Law (the “Second Delaware Action”). On September 8, 2022, the Delaware Court of Chancery denied Donovitz’s request for injunctive relief, determining that expedited proceedings and a status quo order were both unwarranted and rejecting a mandated meeting of the stockholders. On August 2, 2022, the Company sued Donovitz, Lani Hammonds Donovitz, and Lani D. Consulting in the District Court of Dallas County, Texas, seeking injunctive relief to enforce non-disparagement obligations of that certain founder advisory agreement with Donovitz and the independent contractor agreement with Lani Hammonds Donovitz, both of which were entered into by the subject parties in connection with the Business Combination (the “Biote Dallas Action”). The Company successfully obtained a temporary restraining order to enforce the non-disparagement obligations of Donovitz and Lani Hammonds Donovitz. The parties subsequently entered into an agreed order that the temporary restraining order will stay in effect until the entry of a final judgment. On August 23, 2022, the defendants filed an answer in the Biote Dallas Action, which included affirmative defenses to the Company’s claims and certain counterclaims and third-party claims against certain executive officers of the Company. On April 12, 2023, Lani Hammonds Donovitz, individually and on behalf of Lani D Consulting, dismissed with prejudice all of her counterclaims and third-party claims in the Biote Dallas Action, and subsequently agreed to a permanent injunction in favor of the Company, which was entered by the Court on April 17, 2023. After the filing of the Biote Dallas Action, the Company amended its claim in the First Delaware Action to also seek an injunction to prevent Donovitz from proceeding with certain of the affirmative defenses, counterclaims, and third-party claims filed by the defendants on August 23, 2022. On November 4, 2022, the Delaware Court of Chancery denied that request for injunctive relief, permitting the Biote Dallas Action and all defenses and claims asserted therein to proceed in Texas. A jury trial in the Biote Dallas Action was to commence on September 11, 2023, to address the Company’s affirmative claim for breach of contract, request for a permanent injunction, as well as the counterclaims and third-party claims asserted by Donovitz. On August 17, 2023, Donovitz nonsuited without prejudice all of his counterclaims and third-party claims in the Biote Dallas Action, leaving only the Company’s affirmative claim against Donovitz to be tried on September 11, 2023. On September 8, 2023, three days before the scheduled trial in the Biote Dallas Action, Donovitz agreed to stipulate that he breached his contract, and Donovitz agreed to a partial judgment and the entry of a permanent injunction against him, which was signed by the Court on September 9, 2023. The Company sought recovery of its attorneys’ fees against Donovitz in a jury trial that began on October 30, 2023. On November 2, 2023, the jury returned a verdict awarding the Company $ 4.7 million plus the potential for an additional $ 0.2 million for future fees, which constituted all of the attorneys’ fees that the Company had sought against Donovitz in the Biote Dallas Action. 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. |
Related-Party Transactions
Related-Party Transactions | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | 19. RELATED-PARTY TRANSACTIONS The Company utilized a professional services firm to perform accounting and tax services for the Company until June 30, 2022. Trusts whose beneficiaries are the children of a partner of the firm hold shares of the Company’s Class V voting stock. The Company did no t pay any fees to the firm during either the three months ended September 30, 2023 and 2022, respectively, or the nine months ended September 30, 2023. Fees paid to the firm were $ 0.03 million for the nine months ended September 30, 2022 . Additionally, there were no amounts due to the firm as of September 30, 2023 and December 31, 2022. A former employee of the Company is the beneficiary of a trust which holds shares of the Company’s Class V voting stock, as well as being the child of the Company’s founder who beneficially owns shares of the Company’s Class V voting stock. The employment relationship with this employee was terminated in June 2022. The Company did no t pay any compensation to this former employee during either the three months ended September 30, 2023 and 2022, respectively, or the nine months ended September 30, 2023. Compensation paid to this former employee was $ 0.1 million for the nine months ended September 30, 2022 . Additionally, there were no amounts due to the former employee as of September 30, 2023 and December 31, 2022. In addition to their previous employment by the Company, the above referenced former employee also owns a clinic which was a customer of the Company until June 2022. The Company did no t recognize any revenue from this customer during the three and nine months ended September 30, 2023. Revenues recognized from sales to this customer were $ 0.1 million and $ 0.5 million for the three and nine months ended September 30, 2022, respectively. Additionally, there were no amounts due from this customer as of September 30, 2023 and December 31, 2022, respectively. 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 September 30, 2023 and 2022, respectively and $ 0.6 million and $ 1.2 million for the nine months ended September 30, 2023 and 2022, respectively. Amounts due to the vendor were $ 0.4 million and $ 0.2 million as of September 30, 2023 and December 31, 2022, respectively. On May 18, 2022, BioTE Medical and Dr. Gary S. Donovitz entered into a founder advisory agreement, effective as of, and contingent upon, the Closing. Pursuant to the founder advisory agreement, Dr. Gary S. Donovitz transitioned from an officer and manager of BioTE Medical into the role of Founder Advisor and Senior Advisor (as defined in the founder advisory agreement) as of the Closing. Pursuant to the founder advisory agreement, Dr. Gary S. Donovitz provides strategic advisory services to BioTE Medical for a period of four years from the Closing, unless terminated earlier pursuant to the terms of the founder advisory agreement, and will receive an annual fee equal to $ 0.3 million per year, continued coverage under BioTE Medical’s employee benefits and reimbursement for reasonable and pre-approved business expenses. On May 18, 2022, BioTE Medical entered into an independent contractor agreement with Lani D. Consulting, a company affiliated with Lani Hammonds Donovitz (the “New Independent Contractor Agreement”), the then current wife of the Company’s founder who beneficially owns shares of the Company’s Class V voting stock. Immediately upon the Closing, the New Independent Contractor Agreement replaced the independent contractor agreement dated as of May 3, 2021, between Lani D. Consulting and BioTE Medical. Pursuant to the New Independent Contractor Agreement, Lani D. Consulting provides certain services to BioTE Medical for a period of four years from the Closing, unless terminated earlier pursuant to the terms of the New Independent Contractor Agreement, and will receive an annual fee equal to $ 0.3 million per year and reimbursement for reasonable and pre-approved business expenses. During the three and nine months ended September 30, 2022, total compensation paid under both the independent contractor agreement dated May 3, 2021 and the New Independent Contractor Agreement was $ 0.04 million and $ 0.2 million, respectively. Additionally, there were no amounts due to the former employee as of September 30, 2023 and December 31, 2022 . BioTE Medical terminated the New Independent Contractor Agreement, effective September 9, 2022. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | 20. SUBSEQUENT EVENTS The Company evaluated subsequent events from September 30, 2023, the date of these condensed consolidated financial statements, through November 13, 2023 , which represents the date the condensed consolidated financial statements were issued, for events requiring adjustment to or disclosure in these condensed consolidated financial statements. There are no material events that require adjustment to or disclosure in these condensed consolidated financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates— The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The Company regularly evaluates estimates and assumptions related to assets, liabilities, costs, expenses, contingent liabilities, share-based compensation and research and development costs. The Company bases its estimates and assumptions on historical experience and on various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates. In the opinion of the Company, the accompanying condensed consolidated financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair presentation of its financial position and its results of operations, changes in stockholders’ equity (deficit) and cash flows. The results of operations for the three and nine months ended September 30, 2023 are not necessarily indicative of the results that may be expected for the entire year. |
Reclassification | Reclassification— The Company reclassified interest income from other income (expense) to interest expense, net in its condensed consolidated statement of income and comprehensive income (loss) for the three and nine months ended September 30, 2022 to conform with the current year presentation. This reclassification had no impact on net income for the three and nine months ended September 30, 2022. |
Fair Value Measurements | Fair Value Measurements —The guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 820, Fair Value Measurements and Disclosures (“ASC 820”), defines fair value and establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below: Level 1 – Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2 – Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly. Level 3 – Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. See Note 12 for further detail. |
Segment Information | Segment Information —Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company’s chief operating decision maker is the chief executive officer. The Company has one business activity and there are no segment managers who are held accountable for operations, operating results, and plans for levels or components below the consolidated unit level. Accordingly, the Company has one operating segment and, therefore, one reportable segment. |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts —Accounts receivable are recorded net of allowances for doubtful accounts. The Company uses the roll-rate method to estimate current expected credit losses for its accounts receivable population. |
Inventory | Inventory —Inventory is carried at the lower of cost or net realizable value using the first-in, first-out (“FIFO”) method. Inventory consists of bioidentical hormone pellets and dietary supplements. Bioidentical hormone pellets contain bioidentical testosterone or estrogen used to achieve hormone balance. Dietary supplements are high-grade supplements used to enhance pellet therapy. The Company reviews its inventory balances and writes down its inventory for estimated obsolescence or excess inventory equal to the difference between the cost of inventory and the estimated net realizable value based upon assumptions about future demand and market conditions. Inventory write-downs are recorded within cost of goods sold. The Company recorded a reserve for obsolescence of inventory related to inventory which has expired. See Note 5 for further details. |
Other Current Assets | Other Current Assets — Total other current assets consisted of the following: September 30, December 31, (in thousands) 2023 2022 Prepaid expenses $ 3,112 $ 2,939 Advances 7,308 877 Other assets 503 — Total other current assets $ 10,923 $ 3,816 Prepaid expenses include software and technology licensing agreements, insurance premiums and other advance payments for services to be received over the next 12 months. Advances are comprised of deposit payments to vendors for inventory purchase orders to be received in the next 12 months. Other assets consist of interest earned on the Company’s short-term investment as well as on its money market account. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets —Long-lived assets, such as property and equipment and capitalized software, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted future cash flows expected to result from the use and eventual disposition of the asset. The amount of impairment loss, if any, is measured as the difference between the carrying value of the asset and its estimated fair value. Fair value is determined through various valuation techniques, including discounted cash flow models, quoted market values, and third-party independent appraisals, as considered necessary. No impairment charges were recorded during the three and nine months ended September 30, 2023 and 2022 . |
Leases | Leases —At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the unique facts and circumstances present in the arrangement including the use of an identified asset and the Company’s control over the use of that identified asset. The Company elected to not recognize leases with a lease term of one year or less on its balance sheet. Leases with a term greater than one year are recognized on the balance sheet as right-of-use (“ROU”) assets and current and non-current lease liabilities, as applicable. As of September 30, 2023 and December 31, 2022, the Company did not have any financing leases. Lease liabilities and their corresponding ROU assets are initially recorded based on the present value of lease payments over the expected remaining lease term. Certain adjustments to the ROU asset may be required for items such as incentives, prepaid lease payments, or initial direct costs. When an option to extend the lease exists, a determination is made whether that option is reasonably certain of exercise based on economic factors present at the measurement date and as circumstances may change. Lease costs for operating leases are recognized on a straight-line basis over the lease term as an operating expense. Variable lease costs are expensed as incurred as an operating expense. As the rates implicit in the Company’s leases have not historically been readily determinable, the Company utilizes the appropriate incremental borrowing rate, which is the rate the Company would incur to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment over the lease term. To estimate the incremental borrowing rate, a credit rating applicable to the Company is estimated using a synthetic credit rating analysis since the Company does not currently have a rating agency-based credit rating. In accordance with ASC 842, contracts containing a lease should be split into three categories: lease components, non-lease components, and activities or costs that do not transfer a distinct good or service (“non-components”). The fixed and in-substance fixed contract consideration (including any consideration related to non-components) must be allocated, based on the respective relative fair values, to the lease components and non-lease components. Entities may elect not to separate lease and non-lease components. Accordingly, entities making this election would account for each lease component and related non-lease component together as a single lease component. The Company has elected to account for lease and non-lease components together as a single lease component for all underlying assets and allocate all of the contract consideration to the lease component only. See Note 15 f or further details. |
Income Taxes | Income Taxes —The Company accounts for income taxes under the asset and liability method pursuant to ASC 740, Income Taxes (“ASC 740”). Under this method, the Company recognizes deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If the Company determines that it would be able to realize its deferred tax assets in the future in excess of their net recorded amount, the Company would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes. The Company records uncertain tax positions in accordance with ASC 740 on the basis of a two-step process in which (1) the Company determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, the Company recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. The Company recognizes interest and penalties related to unrecognized tax benefits on the income tax expense line in the accompanying condensed consolidated statements of income and comprehensive income (loss). |
Debt Issuance Costs | Debt Issuance Costs —Costs incurred in connection with the issuance of the Company’s long-term debt have been recorded as a direct reduction of the debt and amortized over the life of the associated debt as a component of interest expense using the effective interest method . |
Tax Receivable Agreement Liability | Tax Receivable Agreement Liability —As more fully described in Note 3, the Company entered into a tax receivable agreement (the “TRA”) with certain selling equity holders of Holdings that requires the Company to pay 85 % of the tax savings that are realized due to increases in the tax basis in Holdings’ assets. This increase results from the exchange of Retained Holdings Units and shares of Class V voting stock for shares of Class A common stock of Biote, as well as from tax benefits attributable to payments under the TRA. The Company will retain the benefit of the remaining 15 % of the cash savings. The Company calculated the fair value of the future payments to be made under the TRA at the time of the exchange and identified the timing of the utilization of the tax attributes pursuant to ASC 805, Business Combinations , and relevant tax laws. Interest will accrue on the TRA liability. In addition, under ASC 450, Contingencies , any transactions with Holdings’ Members after the exchange date will result in additional TRA liabilities which will be recorded on a gross undiscounted basis. The calculation of the TRA liability includes a significant amount of judgment related to the timing and amount of Retained Holdings Units and shares of Class V voting stock exchanged for shares of Class A common stock of Biote, forecasted operating results of Biote and anticipated interest rates used to accrue interest on the liability. If the Company’s assumptions change or it experiences significant volatility in its forecasted operating results, the fair value calculated from period to period could be materially different. |
Warrant Liabilities | Warrant Liabilities —The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and the applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments and meet the definition of a liability pursuant to ASC 480. Additionally, the terms of the warrants are assessed to determine whether all of the requirements for equity classification under ASC 815 are met, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as a liability at their initial fair value on the date of issuance, and remeasured each balance sheet date thereafter. The Company’s warrants did not meet the criteria for equity classification and were recorded as liabilities. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss in the statements of income and comprehensive income (loss). See Note 10 f or further detail. |
Earnout Liability | Earnout Liability —In connection with the Business Combination, the Members and the Sponsor received shares that will vest upon the achievement of certain share price targets. The earnout shares are classified as a liability in the Company’s condensed consolidated balance sheets because they do not qualify as being indexed to the Company’s own stock. The earnout liability was initially measured at fair value at the Closing Date and subsequently remeasured at the end of each reporting period. The change in fair value of the earnout liability is recorded in the condensed consolidated statements of income and comprehensive income (loss). See Note 11 for further detail. |
Stockholders' Deficit | Stockholders’ Deficit —Prior to consummation of the Business Combination, the Company’s capital structure included voting units (“Class A”), non-voting units (“Class AA” and “AAA”), and non-voting incentive units (“ Class AAAA”), with no limit to the number of units that may be issued. Class A units had 100 % of the voting rights, and there is no par value assigned to any of the classes of units. Pursuant to the Business Combination Agreement and immediately prior to the Business Combination’s consummation, the Company effectuated a recapitalization whereby all Class A, Class AA, Class AAA and Class AAAA units held by Holdings’ Members were converted into Class A Common Units. The Company made operating distributions to Members of Holdings and taxing authorities on the Members’ behalf totaling $ 7.6 million and $ 10.6 million during the nine months ended September 30, 2023 and 2022 , respectively. |
Standby Equity Purchase Agreement | Standby Equity Purchase Agreement On July 27, 2022, the Company entered into a Standby Equity Purchase Agreement (the “SEPA”) with YA II PN, Ltd. (“Yorkville”). Yorkville is a fund managed by Yorkville Advisors Global, LP, headquartered in Mountainside, New Jersey. The Company has the right, but not the obligation, from time to time at the Company’s discretion until the first day of the month following the 36 -month anniversary of the date of the SEPA (unless earlier terminated), to direct Yorkville to purchase a specified amount of shares of Class A common stock (each such sale, an “Advance”) by delivering written notice to Yorkville (each, an “Advance Notice”). The shares of Class A common stock purchased pursuant to an Advance will be purchased at a price equal to 97.0 % of the lowest daily VWAP of the Class A common stock during the three consecutive trading days commencing on the date of delivery of a given Advance Notice. “VWAP” means, for any trading day, the daily volume weighted average price of the Company’s common stock for such date as reported by Bloomberg L.P. during regular trading hours. While there is no mandatory minimum amount for any individual Advance, it may not exceed the greater of (i) an amount equal to thirty percent ( 30 %) of the daily volume traded on the trading day immediately preceding an Advance Notice, or (ii) 1,000,000 shares of Class A common stock. No more than 5,000,000 shares of Class A common stock, including the Commitment Shares (as defined below) may be sold pursuant to the SEPA. Yorkville’s obligation to continue to purchase shares of Class A common stock pursuant to the SEPA is subject to a number of conditions. As consideration for Yorkville’s commitment to purchase Class A common stock at the Company’s direction upon the terms and subject to the conditions set forth in the SEPA, upon execution of the SEPA, the Company issued 25,000 shares of Class A common stock to Yorkville (the “Commitment Shares”). During the three and nine months ended September 30, 2023 , no Class A common stock was purchased under the SEPA. |
Noncontrolling Interest | Noncontrolling Interest —Pursuant to the Business Combination, as described in Note 3, the Company is organized in an “Up-C” structure with the Company owning only a portion of its consolidated subsidiaries. The portion of the consolidated subsidiaries not owned by the Company and any related activity is presented as noncontrolling interest in the condensed consolidated financial statements. The noncontrolling interests, together with their corresponding shares of Class V voting stock, can be exchanged for Class A common stock in Biote or, at the election of the Company, cash. Because redemptions for cash is solely within the control of the Company, noncontrolling interest is presented in permanent equity. |
Defined Contribution 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 $ 0.2 million and $ 0.4 million during the three months ended September 30, 2023 and 2022, respectively and $ 0.6 million and $ 0.7 million during the nine months ended September 30, 2023 and 2022 , respectively. Safe harbor contributions are presented within selling, general and administrative expense in the condensed consolidated statements of income and comprehensive income (loss). |
Share-Based Compensation | Share-Based Compensation —Holdings previously granted Class AAAA non-voting incentive units and phantom equity rights (collectively, the “equity awards”) to certain key members of management. The equity awards were entitled to share in the distributions of Holdings from a change in control or qualifying liquidity event. The equity awards are accounted for under ASC 718, Compensation─Stock Compensation , and classified in equity. The Company recognizes forfeitures at the time they occur. The fair value of the equity awards was determined using a Monte-Carlo simulation as of the grant date. The awards begin to vest on the date of a change in control or qualifying event. The Business Combination constituted such a qualifying event triggering the performance condition in the awards. No compensation cost was recognized historically until the Closing of the Business Combination as a qualifying event was not previously deemed probable to occur. See Note 14 for further details. |
Concentrations | 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 September 30, 2023 and December 31, 2022, 100 % of the Company’s outstanding debt and available line of credit was from one lender. A failure of the counterparty to perform could result in the loss of access to the available borrowing capacity under the revolving loans. Inventory purchases from three vendors totaled 83.2 % and 86.5 % for the three months ended September 30, 2023 and 2022, respectively, and 87.4 % for the nine months ended September 30, 2022 . Inventory purchases from four vendors totaled 85.8 % for the nine months ended September 30, 2023. 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 no t have any customers that accounted for 10% or more of total revenues for the three and nine months ended September 30, 2023 and 2022 . The Company had one customer that accounted for more than 10% of its gross accounts receivable as of September 30, 2023. The Company did no t have any customers that accounted for more than 10% of its gross accounts receivable as of December 31, 2022 . |
Recently Adopted and Recent Accounting Pronouncements Not Yet Adopted | Recently Adopted Accounting Pronouncements —In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740)—Simplifying the Accounting for Income Taxes , which simplifies the accounting for income taxes by removing certain exceptions to the general principles of ASC 740, Income Taxes . The amendments also improve consistent application of and simplify U.S. GAAP for other areas of ASC 740 by clarifying and amending existing guidance. ASU 2019-12 is effective for fiscal years beginning after December 15, 2021, and for interim periods beginning after December 15, 2022. The Company adopted this standard as of January 1, 2022 , and there was no material impact to the financial statements. In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). The main objective of the update is to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by companies at each reporting date. For trade and other receivables, held to maturity debt securities, and other instruments, companies will be required to use a new forward-looking “expected losses” model that generally will result in the recognition of allowances for losses earlier than under previous accounting guidance. Further, the FASB issued ASU 2019-04, ASU 2019-05 and ASU 2019-11 to provide additional guidance on the credit losses standard. ASU 2016-13 was effective for annual and interim periods beginning after December 15, 2022, with early adoption permitted. The Company adopted this standard on January 1, 2023 using the modified retros pective approach and it elected to apply the roll-rate method to estimate current expected credit losses for its accounts receivable population. The adoption of this standard did not have a material impact to the financial statements. Recent Accounting Pronouncements Not Yet Adopted —In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”). ASU 2020-06 changes how entities account for convertible instruments and contracts in an entity’s own equity and simplifies the accounting for convertible instruments by removing certain separation models for convertible instruments. ASU 2020-06 also modifies the guidance on diluted earnings per share calculations. The amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. The Company is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Summary of Total Other Current Assets | Total other current assets consisted of the following: September 30, December 31, (in thousands) 2023 2022 Prepaid expenses $ 3,112 $ 2,939 Advances 7,308 877 Other assets 503 — Total other current assets $ 10,923 $ 3,816 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Revenues Recognized | Revenue recognized for each revenue stream was as follows: Three Months Ended Nine Months Ended (in thousands) 2023 2022 2023 2022 Pellet procedures $ 35,416 $ 32,981 $ 106,123 $ 96,247 Dietary supplements 8,475 8,066 28,955 21,719 Disposable trocars 893 509 2,439 1,110 Shipping fees 47 18 121 45 Product revenue 44,831 41,574 137,638 119,121 Training 321 186 859 707 Contract-term services 234 210 669 644 Other 171 — 491 — Service revenue 726 396 2,019 1,351 Total revenue $ 45,557 $ 41,970 $ 139,657 $ 120,472 Revenue recognized by geographic region was as follows: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2023 2022 2023 2022 United States $ 44,570 $ 41,469 $ 137,109 $ 118,845 All other 261 105 529 276 Product revenue 44,831 41,574 137,638 119,121 United States 726 385 2,019 1,332 All other — 11 — 19 Service revenue 726 396 2,019 1,351 Total revenue $ 45,557 $ 41,970 $ 139,657 $ 120,472 |
Summary of Significant Changes in Contract Liability Balances | Significant changes in contract liability balances were as follows: September 30, 2023 2022 Description of change Deferred Revenue Deferred Revenue, Deferred Revenue Deferred Revenue, Revenue recognized that was included in the contract liability balance at the beginning of the period $ ( 1,263 ) $ — $ ( 1,445 ) $ — Increases due to cash received, excluding amounts recognized as revenue during the period 1,679 855 1,207 591 Transfers between current and non-current liabilities due to the expected revenue recognition period 454 ( 454 ) 412 ( 412 ) Total increase in contract liabilities $ 870 $ 401 $ 174 $ 179 |
Summary of Consideration Allocated to Performance Obligations | Consideration allocated to performance obligations was as follows: September 30, December 31, (in thousands) 2023 2022 Unsatisfied training obligations – Current $ 154 $ 104 Unsatisfied contract-term services – Current 1,497 1,028 Unsatisfied contract-term services – Long-term 817 627 Total allocated to unsatisfied contract-term services 2,314 1,655 Unsatisfied pellet procedures – Current 911 833 Unsatisfied pellet procedures – Long-term 365 299 Total allocated to unsatisfied pellet procedures 1,276 1,132 Total deferred revenue – Current $ 2,562 $ 1,965 Total deferred revenue – Long-term $ 1,182 $ 926 |
Inventory, Net (Tables)
Inventory, Net (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Net | The components of inventory, net were as follows: September 30, December 31, (in thousands) 2023 2022 Product inventory – Pellets $ 6,845 $ 6,213 Less: Obsolete and expired pellet allowance ( 1,266 ) ( 1,298 ) Pellet inventory, net 5,579 4,915 Product inventory – Dietary supplements 5,514 6,283 Less: Obsolete and expired dietary supplement allowance ( 15 ) ( 15 ) Dietary supplement inventory, net 5,499 6,268 Inventory, net $ 11,078 $ 11,183 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment, net consisted of the following: September 30, December 31, (in thousands) 2023 2022 Trocars $ 4,644 $ 4,645 Leasehold improvements 1,506 1,028 Office equipment 253 238 Computer software 140 140 Furniture and fixtures 181 161 Computer equipment 108 102 Property and equipment 6,832 6,314 Less: Accumulated depreciation ( 5,479 ) ( 4,810 ) Property and equipment, net $ 1,353 $ 1,504 |
Capitalized Software, Net (Tabl
Capitalized Software, Net (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Research and Development [Abstract] | |
Summary of Capitalized Software, Net | Capitalized software, net consisted of the following: September 30, December 31, (in thousands) 2023 2022 Website costs $ 4,145 $ 4,142 Development in process 4,465 3,277 Less: Accumulated amortization ( 3,161 ) ( 2,346 ) Capitalized software, net $ 5,449 $ 5,073 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses consisted of the following: September 30, December 31, (in thousands) 2023 2022 Accrued professional fees $ 415 $ 354 Accrued employee-related costs 5,599 4,221 Accrued interest 27 — Other 4,238 1,699 Accrued expenses $ 10,279 $ 6,274 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term debt | Long-term debt was as follows: September 30, December 31, (in thousands) 2023 2022 Term loan $ 117,188 $ 121,875 Less: Current portion $ ( 6,250 ) ( 6,250 ) $ 110,938 $ 115,625 Less: Unamortized debt issuance costs $ ( 2,948 ) ( 3,539 ) Term loan, net of current portion $ 107,990 $ 112,086 |
Schedule of Future Maturities of Long-term Debt | Future maturities of long-term debt, excluding debt issuance costs, are as follows: Year Ended December 31, (in thousands) 2023 (remaining three months) 1,563 2024 6,250 2025 6,250 2026 6,250 2027 96,875 $ 117,188 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Liabilities Measured at Fair Value on a Recurring Basis | The following table presents information regarding the Company’s financial liabilities that were measured at fair value on a recurring basis: September 30, 2023 (in thousands) Level 1 Level 2 Level 3 Total Liabilities: Public Warrants $ — $ — $ — $ — Private Placement Warrants — — — — Earnout liability — — 46,470 46,470 December 31, 2022 (in thousands) Level 1 Level 2 Level 3 Total Liabilities: Public Warrants $ 2,381 $ — $ — $ 2,381 Private Placement Warrants — — 1,723 1,723 Earnout liability — — 32,110 32,110 |
Summary of Significant Inputs Used to Measure the Fair Value of the Level 3 Private Placement Warrants | The following table provides the significant inputs used to measure the fair value of the level 3 Private Placement Warrants: As of December 31, 2022 Stock price $ 3.73 Exercise price $ 11.50 Risk-free rate 4.0 % Volatility 42.2 % Term (in years) 4.4 The following table provides the significant inputs used to measure the fair value of the level 3 Earnout liability: As of September 30, 2023 December 31, 2022 Stock price $ 5.12 $ 3.73 Risk-free rate 4.7 % 4.1 % Volatility 70.0 % 70.0 % Term (in years) 3.7 4.4 |
Summary of Significant Inputs Used to Measure the Fair Value of Level 3 Earnout Liability | Changes in the fair value of the Company’s Level 3 financial instruments were as follows: (in thousands) Private Placement Earnout Liability Total Fair value as of December 31, 2022 $ 1,723 $ 32,110 $ 33,833 Loss from change in fair value 4,863 14,360 19,223 Settlement ( 6,586 ) — ( 6,586 ) Fair value as of September 30, 2023 $ — $ 46,470 $ 46,470 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Restricted Stock Unit Activity | The following table summarizes RSU activity during the nine months ended September 30, 2023: Shares Weighted-Average RSUs outstanding at December 31, 2022 1,622,840 $ 9.41 Granted 42,238 $ 5.83 Vested ( 969,686 ) $ 9.82 RSUs outstanding at September 30, 2023 695,392 $ 8.62 |
Summary of Stock Option Activity | The following table summarizes stock option activity during the nine months ended September 30, 2023: Shares Weighted-Average Weighted-Average Options outstanding at December 31, 2022 5,042,628 $ 3.86 9.5 Granted 3,727,607 $ 3.62 Exercised ( 105,049 ) $ 4.00 Forfeited ( 577,275 ) $ 4.22 Options outstanding at September 30, 2023 8,087,911 $ 4.69 9.2 Options exercisable at September 30, 2023 184,014 $ 4.07 9.2 |
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 nine months ended September 30, 2023 were as follows: Expected term (in years) 6.1 Volatility 66.7 % Risk-free rate 3.5 % Dividend yield 0.0 % |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Leases [Abstract] | |
Summary of Operating Lease Costs Recognized under ASC 842 and Supplemental Cash Flow Information for Leases | The following table contains a summary of the operating lease costs recognized under ASC 842 and supplemental cash flow information for leases: Three Months Ended Nine Months Ended 2023 2022 2023 2022 Fixed lease expense $ 112 $ 61 $ 311 $ 183 Total lease cost $ 112 $ 61 $ 311 $ 183 Other information: Cash paid for amounts included in the measurement of lease liabilities $ 103 $ 64 $ 214 $ 193 |
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: September 30, December 31, (in thousands) 2023 2022 Lease assets Operating lease right-of-use assets $ 1,953 $ 2,052 Total lease assets $ 1,953 $ 2,052 Lease liabilities Current: Operating lease liabilities $ 298 $ 165 Non-current: Operating lease liabilities 1,761 1,927 Total lease liabilities $ 2,059 $ 2,092 Weighted-average remaining lease term — operating leases (years) 5.17 5.92 Weighted-average discount rate — operating leases 8.31 % 8.48 % |
Summary of Payments by Date for Operating Lease | The following table summarizes the payments by date for the Company’s operating lease, which is then reconciled to the total lease obligation: As of September 30, (in thousands) 2023 (remaining three months) 110 2024 461 2025 478 2026 494 2027 511 Thereafter 484 Total lease payments 2,538 Less: Interest ( 479 ) Present value of lease liabilities $ 2,059 |
Net Income (Loss) Per Common _2
Net Income (Loss) Per Common Share (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of Net Loss Per Common Share | The following table sets forth the computation of net loss per common share: Three Months Ended Nine Months Ended (in thousands, except share and per share data) 2023 2022 2023 2022 Net income (loss) per common share Numerator: Net income (loss) attributable to biote Corp. stockholders (basic and diluted) $ 7,530 $ 15 $ ( 4,418 ) $ ( 2,591 ) Denominator: Weighted average shares outstanding - basic 30,334,193 7,605,031 22,921,401 7,596,379 Effect of dilutive securities 707,052 — — — Weighted average shares outstanding - diluted 31,041,245 7,605,031 22,921,401 7,596,379 Net income (loss) per common share Basic $ 0.25 $ — $ ( 0.19 ) $ ( 0.34 ) Diluted $ 0.24 $ — $ ( 0.19 ) $ ( 0.34 ) |
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 Nine Months Ended 2023 2022 2023 2022 RSUs — 2,905,015 695,392 2,905,015 Stock Options 3,686,536 4,250,173 8,087,911 4,250,173 Class V Voting Stock 28,819,066 48,565,824 28,819,066 48,565,824 Public Warrants — 7,937,466 — 7,937,466 Private Placement Warrants — 5,566,666 — 5,566,666 Earnout Voting Shares 10,000,000 10,000,000 10,000,000 10,000,000 Sponsor Earnout Shares 1,587,500 1,587,500 1,587,500 1,587,500 44,093,102 80,812,644 49,189,869 80,812,644 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Jul. 27, 2022 USD ($) shares | Sep. 30, 2023 USD ($) Customer Vendor shares | Sep. 30, 2022 USD ($) Customer Vendor | Sep. 30, 2023 USD ($) Customer Segment Vendor shares | Sep. 30, 2022 USD ($) Customer | Dec. 31, 2022 Customer shares | |
Product Information [Line Items] | ||||||
Number of operating segment | Segment | 1 | |||||
Number of reportable segment | Segment | 1 | |||||
Impairment charge of long-lived assets | $ 0 | $ 0 | $ 0 | $ 0 | ||
Operating distribution to members of holdings and taxing authorities | $ 7,600,000 | $ 10,600,000 | ||||
Percentage of tax savings | 85% | |||||
Percentage of cash savings | 15% | |||||
Compensation expense | $ 0 | |||||
Number of vendors | Vendor | 3 | 3 | 4 | |||
Number of customers accounted for 10% of total revenue | Customer | 0 | 0 | 0 | 0 | ||
Number of customers accounted for 10% of accounts receivable | Customer | 1 | 1 | 0 | |||
Class A Common Stock | ||||||
Product Information [Line Items] | ||||||
Common stock, shares issued | shares | 33,940,353 | 33,940,353 | 11,242,887 | |||
Standby Equity Purchase Agreement | ||||||
Product Information [Line Items] | ||||||
Percentage of common stock purchase price | 97% | |||||
Termination period of purchase agreement | 36 months | |||||
Consecutive trading days | 3 days | |||||
Mandatory minimum amount for individual advance | $ 0 | |||||
Maximum value of daily volume traded threshold percentage | 30% | |||||
Standby Equity Purchase Agreement | Maximum | ||||||
Product Information [Line Items] | ||||||
Common stock, shares issued | shares | 5,000,000 | |||||
Standby Equity Purchase Agreement | Class A Common Stock | ||||||
Product Information [Line Items] | ||||||
Common stock, shares issued | shares | 1,000,000 | |||||
Standby Equity Purchase Agreement | Yorkville | ||||||
Product Information [Line Items] | ||||||
Common stock, shares issued | shares | 25,000 | |||||
ASU 2019-12 | ||||||
Product Information [Line Items] | ||||||
Change in Accounting Principle, Accounting Standards Update, Adoption Date | Jan. 01, 2022 | Jan. 01, 2022 | ||||
Change in Accounting Principle, Accounting Standards Update, Adopted [true false] | true | true | ||||
Change in Accounting Principle, Accounting Standards Update, Immaterial Effect [true false] | true | true | ||||
ASU 2016-13 | ||||||
Product Information [Line Items] | ||||||
Change in Accounting Principle, Accounting Standards Update, Adoption Date | Jan. 01, 2023 | Jan. 01, 2023 | ||||
Change in Accounting Principle, Accounting Standards Update, Adopted [true false] | true | true | ||||
Change in Accounting Principle, Accounting Standards Update, Immaterial Effect [true false] | true | true | ||||
401(k) Plan | ||||||
Product Information [Line Items] | ||||||
Employer Safe Harbor non-elective contribution percentage | 3% | |||||
Employer Safe Harbor contribution amount | $ 200,000 | $ 400,000 | $ 600,000 | $ 700,000 | ||
Outstanding Debt and Available Line of Credit | Liabilities | ||||||
Product Information [Line Items] | ||||||
Concentration risk percentage | 100% | 100% | ||||
Inventory | Vendor Concentration | Assets | ||||||
Product Information [Line Items] | ||||||
Concentration risk percentage | 83.20% | 86.50% | 85.80% | 87.40% | ||
Class A (Voting) | ||||||
Product Information [Line Items] | ||||||
Common units voting rights percentage | 100% | 100% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Total Other Current Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Prepaid Expense and Other Assets, Current [Abstract] | ||
Prepaid expenses | $ 3,112 | $ 2,939 |
Advances | 7,308 | 877 |
Other assets | 503 | |
Total other current assets | $ 10,923 | $ 3,816 |
Business Combination - Addition
Business Combination - Additional Information (Details) - USD ($) | 9 Months Ended | ||
Dec. 13, 2021 | Sep. 30, 2023 | May 26, 2022 | |
Business Acquisition [Line Items] | |||
Liability recorded related to tax receivable agreement | $ 18,528,000 | ||
Biote Units | |||
Business Acquisition [Line Items] | |||
Business combination consideration transferred | $ 0 | ||
Business combination, consideration in cash | 137,300,000 | ||
Received aggregate proceeds amount | $ 125,000,000 | ||
Haymaker III | Other Business Combination | |||
Business Acquisition [Line Items] | |||
Income tax percentage of federal state and local income tax savings | 85% | ||
Business acquisition, description of acquired entity | The TRA provides that, in the event that (i) the Company exercises its early termination rights under the TRA, (ii) certain changes of control occur (as described in the TRA), (iii) the Company, in certain circumstances, fails to make a payment required to be made pursuant to the TRA by the applicable final payment date, which non-payment continues for 30 days following such final payment date or (iv) the Company materially breaches any of its material obligations under the TRA, which breach continues without cure for 30 days following receipt by the Company of written notice thereof (unless, in the case of clauses (iii) and (iv), certain liquidity exceptions apply) the Company’s obligations under the TRA will accelerate and the Company will be required to make a lump-sum cash payment to the applicable parties to the TRA equal to the present value of all forecasted future payments that would have otherwise been made under the TRA, which lump-sum payment would be based on certain assumptions, including those relating to the Company’s future taxable income. | ||
Deferred tax asset | $ 21,800,000 | ||
Liability recorded related to tax receivable agreement | $ 18,500,000 | ||
Debt Commitment Letter | Haymaker III | Senior Secured Revolving Credit Facility | |||
Business Acquisition [Line Items] | |||
Line of credit facility, maximum borrowing capacity | $ 50,000,000 | ||
Debt Commitment Letter | Haymaker III | Senior Secured Term Loan A Facility | |||
Business Acquisition [Line Items] | |||
Debt face amount | $ 125,000,000 | ||
Class A Common Stock | Haymaker | |||
Business Acquisition [Line Items] | |||
Business acquisition, share price | $ 0.0001 | ||
Business combination number of share issued | 30,525,729 | ||
Class A Common Stock | Biote Units | |||
Business Acquisition [Line Items] | |||
Business combination consideration transferred | $ 9,161,771 | ||
Business combination, consideration in cash | $ 305,500,000 | ||
Class A Common Stock | Haymaker III | Other Business Combination | |||
Business Acquisition [Line Items] | |||
Common Stock Transfers Threshold Trading Days | 30 days | ||
Class B Common Stock | Haymaker | |||
Business Acquisition [Line Items] | |||
Business acquisition, share price | $ 0.0001 | ||
Class V Voting Stock | Haymaker | |||
Business Acquisition [Line Items] | |||
Business acquisition, share price | $ 0.0001 | ||
Business combination number of share issued | 58,565,824 | ||
Member Earn Out Units | Haymaker III | Business Combination | |||
Business Acquisition [Line Items] | |||
Business combination number of share issued | 10,000,000 | ||
Earnout Voting Shares | Haymaker III | Business Combination | |||
Business Acquisition [Line Items] | |||
Business combination, consideration through equity value | $ 10,000,000 | ||
Sponsor Earn Out Shares | Haymaker III | Business Combination | |||
Business Acquisition [Line Items] | |||
Business combination number of share issued | 1,587,500 |
Revenue Recognition - Schedule
Revenue Recognition - Schedule of Revenues Recognized for Each Revenue Stream (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 45,557 | $ 41,970 | $ 139,657 | $ 120,472 |
Pellet Procedures Product Revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 35,416 | 32,981 | 106,123 | 96,247 |
Dietary Supplements | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 8,475 | 8,066 | 28,955 | 21,719 |
Disposable Trocars Product Revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 893 | 509 | 2,439 | 1,110 |
Shipping Fees Product Revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 47 | 18 | 121 | 45 |
Product Revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 44,831 | 41,574 | 137,638 | 119,121 |
Training Service Revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 321 | 186 | 859 | 707 |
Contract-Term Services Revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 234 | 210 | 669 | 644 |
Other Service Revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 171 | 491 | ||
Service Revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 726 | $ 396 | $ 2,019 | $ 1,351 |
Revenue Recognition - Schedul_2
Revenue Recognition - Schedule of Revenues Recognized by Geographic Region (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 45,557 | $ 41,970 | $ 139,657 | $ 120,472 |
Product Revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 44,831 | 41,574 | 137,638 | 119,121 |
Product Revenue | United States | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 44,570 | 41,469 | 137,109 | 118,845 |
Product Revenue | All Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 261 | 105 | 529 | 276 |
Service Revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 726 | 396 | 2,019 | 1,351 |
Service Revenue | United States | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 726 | 385 | $ 2,019 | 1,332 |
Service Revenue | All Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 11 | $ 19 |
Revenue Recognition - Summary o
Revenue Recognition - Summary of Significant Changes in Contract Liability Balances (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Deferred Revenue | ||
Disaggregation of Revenue [Line Items] | ||
Revenue recognized that was included in the contract liability balance at the beginning of the period | $ (1,263) | $ (1,445) |
Increases due to cash received, excluding amounts recognized as revenue during the period | 1,679 | 1,207 |
Transfers between current and non-current liabilities due to the expected revenue recognition period | 454 | 412 |
Total increase in contract liabilities | 870 | 174 |
Deferred Revenue, Long-term | ||
Disaggregation of Revenue [Line Items] | ||
Increases due to cash received, excluding amounts recognized as revenue during the period | 855 | 591 |
Transfers between current and non-current liabilities due to the expected revenue recognition period | (454) | (412) |
Total increase in contract liabilities | $ 401 | $ 179 |
Revenue Recognition - Summary_2
Revenue Recognition - Summary of Consideration Allocated to Performance Obligations (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Disaggregation of Revenue [Line Items] | ||
Deferred revenue, current | $ 2,562 | $ 1,965 |
Deferred revenue, net of current portion | 1,182 | 926 |
Unsatisfied Training Obligations | ||
Disaggregation of Revenue [Line Items] | ||
Deferred revenue, current | 154 | 104 |
Unsatisfied Contract-term Services | ||
Disaggregation of Revenue [Line Items] | ||
Deferred revenue, current | 1,497 | 1,028 |
Deferred revenue, net of current portion | 817 | 627 |
Total Deferred Revenue | 2,314 | 1,655 |
Unsatisfied Pellet Procedures | ||
Disaggregation of Revenue [Line Items] | ||
Deferred revenue, current | 911 | 833 |
Deferred revenue, net of current portion | 365 | 299 |
Total Deferred Revenue | $ 1,276 | $ 1,132 |
Revenue Recognition - Additiona
Revenue Recognition - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | ||||
Reduction of revenue | $ 0 | $ 0 | $ 0 | $ 0 |
Inventory, Net - Schedule of In
Inventory, Net - Schedule of Inventory, Net (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Inventory [Line Items] | ||
Net Inventory | $ 11,078 | $ 11,183 |
Product | Pellets | ||
Inventory [Line Items] | ||
Inventory, gross | 6,845 | 6,213 |
Obsolete and expired allowance | (1,266) | (1,298) |
Net Inventory | 5,579 | 4,915 |
Product | Dietary Supplements | ||
Inventory [Line Items] | ||
Inventory, gross | 5,514 | 6,283 |
Obsolete and expired allowance | (15) | (15) |
Net Inventory | $ 5,499 | $ 6,268 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 6,832 | $ 6,314 |
Less: Accumulated depreciation | (5,479) | (4,810) |
Property and equipment, net | 1,353 | 1,504 |
Trocars | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 4,644 | 4,645 |
Leasehold Improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 1,506 | 1,028 |
Office Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 253 | 238 |
Computer Software | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 140 | 140 |
Furniture and Fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 181 | 161 |
Computer Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 108 | $ 102 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 0.2 | $ 0.3 | $ 0.7 | $ 0.9 |
Capitalized Software, Net - Sum
Capitalized Software, Net - Summary of Capitalized Software, Net (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Research and Development [Abstract] | ||
Website costs | $ 4,145 | $ 4,142 |
Development in process | 4,465 | 3,277 |
Less: Accumulated amortization | (3,161) | (2,346) |
Capitalized software, net | $ 5,449 | $ 5,073 |
Capitalized Software, Net - Add
Capitalized Software, Net - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Research and Development [Abstract] | ||||
Amortization expense | $ 0.3 | $ 0.3 | $ 0.8 | $ 0.8 |
Accrued Expenses - Schedule of
Accrued Expenses - Schedule of Accrued Expenses (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Accrued professional fees | $ 415 | $ 354 |
Accrued employee-related costs | 5,599 | 4,221 |
Accrued interest | 27 | |
Other | 4,238 | 1,699 |
Accrued expenses | $ 10,279 | $ 6,274 |
Long-Term Debt - Additional Inf
Long-Term Debt - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
May 26, 2022 | May 31, 2019 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Debt Instrument [Line Items] | ||||||
Outstanding principal amount of term loan | $ 117,188,000 | $ 117,188,000 | ||||
Amortization expense related to debt issuance costs | $ 591,000 | $ 392,000 | ||||
Loss from extinguishment of debt | (445,000) | |||||
Line of Credit | Bank of America Term Loan | ||||||
Debt Instrument [Line Items] | ||||||
Term loan face amount | $ 50,000,000 | |||||
Debt instrument interest rate, terms | LIBOR + 300 Basis Points | |||||
Line of credit facility, maximum borrowing capacity | $ 10,000,000 | $ 10,000,000 | ||||
Line of credit facility maturity month and year | 2024-05 | |||||
Line of credit draw | $ 0 | 0 | ||||
Interest expense | $ 1,100,000 | |||||
Amortization expense related to debt issuance costs | 0 | 90,000 | ||||
Loss from extinguishment of debt | (400,000) | |||||
Line of Credit | Truist Term Loan | ||||||
Debt Instrument [Line Items] | ||||||
Term loan face amount | $ 125,000,000 | |||||
Interest rate | 8.04% | 8.04% | ||||
Periodic payments | $ 1,600,000 | |||||
Frequency of periodic payments | quarterly | |||||
Outstanding principal amount of term loan | $ 117,200,000 | $ 117,200,000 | ||||
Term loan maturity date | May 26, 2027 | 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) 4.25:1.00, with respect to the fiscal quarter ending September 30, 2022 through and including the fiscal quarter ending March 31, 2023, (ii) 4.00:1.00, with respect to the fiscal quarter ending June 30, 2023 through and including March 31, 2024, and (iii) 3.75:1.00 thereafter. Beginning with the third fiscal quarter of 2022, the Company must not permit the Consolidated Fixed Charge Coverage Ratio to be less than 1.25:1.00. Both financial covenants are tested quarterly. | |||||
Covenant compliance | the Company was in compliance with all required financial covenants associated with the Credit Agreement, it failed to timely deliver a budget for the fiscal year ending December 31, 2023, resulting in an event of default as of June 30, 2023. On July 27, 2023, the lender waived the event of default and also agreed that the Company will not be required to deliver a budget for the fiscal year ending December 31, 2023. | |||||
Company incurred lender's fees and related attorney's fees | $ 4,000,000 | |||||
Amortization expense related to debt issuance costs | $ 200,000 | 200,000 | $ 600,000 | 300,000 | ||
Line of Credit | Truist Term Loan | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Fixed charge coverage ratio | 1.25 | 1.25 | ||||
Line of Credit | Truist Term Loan | Leverage Ratio with Respect to September 30, 2022 through March 31, 2023 | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Net leverage ratio | 4.25 | 4.25 | ||||
Line of Credit | Truist Term Loan | Leverage Ratio with Respect to June 30, 2023 through March 31, 2024 | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Net leverage ratio | 4 | 4 | ||||
Line of Credit | Truist Term Loan | Leverage Ratio, Thereafter | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Net leverage ratio | 3.75 | 3.75 | ||||
Line of Credit | Truist Term Loan | SOFR Rate | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, applicable margin rate | 2.50% | |||||
Line of Credit | Truist Term Loan | SOFR Rate | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, applicable margin rate | 2.75% | |||||
Line of Credit | Truist Term Loan | Base Rate | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, applicable margin rate | 1.50% | |||||
Line of Credit | Truist Term Loan | Base Rate | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, applicable margin rate | 1.75% | |||||
Line of Credit | Bank of America Term Loan and Truist Term Loan | ||||||
Debt Instrument [Line Items] | ||||||
Amortization expense related to debt issuance costs | $ 200,000 | 200,000 | $ 600,000 | 400,000 | ||
Revolving Credit Facility | Truist Term Loan | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit facility, maximum borrowing capacity | 50,000,000 | 50,000,000 | ||||
Proceeds from line of credit | $ 0 | $ 0 | $ 0 | $ 0 |
Long-Term Debt - Schedule of Lo
Long-Term Debt - Schedule of Long-term debt (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Debt Disclosure [Abstract] | ||
Term loan | $ 117,188 | $ 121,875 |
Less: Current portion | (6,250) | (6,250) |
Team loan non-current portion gross | 110,938 | 115,625 |
Less: Unamortized debt issuance costs | (2,948) | (3,539) |
Term loan, net of current portion | $ 107,990 | $ 112,086 |
Long-Term Debt - Schedule of Fu
Long-Term Debt - Schedule of Future Maturities of Long-term Debt (Details) $ in Thousands | Sep. 30, 2023 USD ($) |
Debt Disclosure [Abstract] | |
2023 (remaining three months) | $ 1,563 |
2024 | 6,250 |
2025 | 6,250 |
2026 | 6,250 |
2027 | 96,875 |
Long-term debt | $ 117,188 |
Warrant Liability - Additional
Warrant Liability - Additional Information (Details) - USD ($) | 9 Months Ended | |||
Jun. 08, 2023 | May 09, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | |
Class of Warrant or Right [Line Items] | ||||
Exercise price of warrants or rights outstanding | $ 11.5 | |||
Warrants and rights expire date | Jun. 07, 2023 | |||
Private placement warrants redemption description | if the closing price of the Company’s Class A common stock for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which it sends the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants. | |||
Common stock price in exchange for warrant tendered by holder | 0.23 | |||
Class of warrant outstanding upon the closing of the offer be converted into common stock price | 0.207 | 0.207 | ||
Class of warrant converted into common stock percentage higher of market value | 10% | 10% | ||
Haymaker III | ||||
Class of Warrant or Right [Line Items] | ||||
Exercise price of warrants or rights outstanding | $ 11.5 | |||
Warrants and rights expire date | May 26, 2027 | |||
Warrants and rights outstanding term | 5 years | |||
Number of days following its initial business combination until the expiration of the warrants | 60 days | |||
Class of warrants redemption price per unit | $ 0.01 | |||
Number of consecutive trading days for determining the share price | 30 days | |||
Public warrants redeemed | $ 0 | |||
Private Placement Warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Percentage of minimum vote or written consent require for warrant amendments | 50% | |||
Percentage of outstanding warrants tendered in offer to consent | 87.40% | |||
Class of warrants or rights tendered in offer to consent | 4,464,900 | |||
Private Placement Warrants | Haymaker III | ||||
Class of Warrant or Right [Line Items] | ||||
Stock issued during period, shares, new issues | 233,333 | |||
Shares issued, price per share | $ 1.5 | |||
Stock issued during period value issued for services | $ 350,000,000 | |||
Private Placement Warrants | Haymaker III | Sponsor | ||||
Class of Warrant or Right [Line Items] | ||||
Stock issued during period, shares, new issues | 5,333,333 | |||
Public Warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Percentage of minimum vote or written consent require for warrant amendments | 50% | |||
Percentage of outstanding warrants tendered in offer to consent | 97.50% | |||
Class of warrants or rights tendered in offer to consent | 8,191,336 | |||
Class A Common Stock | ||||
Class of Warrant or Right [Line Items] | ||||
Warrant exercisable into shares of common stock | 1 | |||
Class A Common Stock | Share Price Equal Or Exceeds 10.00 Rupees Per Dollar | ||||
Class of Warrant or Right [Line Items] | ||||
Class of warrant or right, threshold period for exercise from date of closing public offering | 30 days | |||
Class of warrants redemption price per unit | $ 0.1 | |||
Share Price | $ 10 | |||
Class of warrant or right minimum notice period For Redemption | 20 days | |||
Class A Common Stock | Share price equal or exceeds 18.00 Rs per dollar | ||||
Class of Warrant or Right [Line Items] | ||||
Share Price | $ 18 | |||
Number of consecutive trading days for determining the share price | 20 days | |||
Class A Common Stock | Haymaker III | ||||
Class of Warrant or Right [Line Items] | ||||
Class of warrant or right, threshold period for exercise from date of closing public offering | 15 days | |||
Class of warrants or rights transfers restriction on number of days from the date of business combination | 60 days | |||
Class A Common Stock | Haymaker III | Sponsor | ||||
Class of Warrant or Right [Line Items] | ||||
Class of warrant or right, threshold period for exercise from date of closing public offering | 30 days | |||
Class A Common Stock | Haymaker III | Share price equal or exceeds 18.00 Rs per dollar | ||||
Class of Warrant or Right [Line Items] | ||||
Share redemption trigger price | $ 18 | |||
Class of warrant or right exercise price adjustment percentage higher of market value | 180% | |||
Class A Common Stock | Haymaker III | Share Price Equal or Less 9.2 Rs per dollar | ||||
Class of Warrant or Right [Line Items] | ||||
Exercise price of warrants or rights outstanding | $ 9.2 | |||
Share redemption trigger price | $ 9.2 | |||
Minimum gross proceeds required from issuance of equity | 60% | |||
Class of warrant or right minimum notice period For Redemption | 20 days | |||
Class of warrant or right exercise price adjustment percentage higher of market value | 115% | |||
Class A Common Stock | Warrant | ||||
Class of Warrant or Right [Line Items] | ||||
Conversion of stock, outstanding warrants shares | 3,088,473 | |||
Conversion of stock, common stock values | $ 17,500,000 | |||
Class A Common Stock | Redeemable Warrants | Haymaker III | ||||
Class of Warrant or Right [Line Items] | ||||
Class of warrant or right redemption threshold consecutive trading days | 30 days | |||
Number of securities called by warrants or rights | 1 | |||
Class A Common Stock | Private Placement Warrants | Haymaker III | ||||
Class of Warrant or Right [Line Items] | ||||
Shares issued, price per share | $ 11.5 |
Earnout Liability - Additional
Earnout Liability - Additional Information (Details) - Business Combination | 9 Months Ended |
Sep. 30, 2023 $ / shares shares | |
Loss Contingencies [Line Items] | |
Earnout deadline date | May 26, 2027 |
Maximum | |
Loss Contingencies [Line Items] | |
Number of earnout securities shareholder entitled to vest if certain share price targets achieved | shares | 11,587,500 |
Share Price Equals or Exceeds 15.00 Per Share [Member] | |
Loss Contingencies [Line Items] | |
Share Price | $ 15 |
Common stock transfers threshold trading days | 20 days |
Number of consecutive trading days for determining the share price | 30 days |
Share Price Equals or Exceeds 17.50 Per Share [Member] | |
Loss Contingencies [Line Items] | |
Share Price | $ 17.5 |
Common stock transfers threshold trading days | 20 days |
Number of consecutive trading days for determining the share price | 30 days |
Class A Common Stock | Share Price Equals or Exceeds 12.50 Per Share [Member] | |
Loss Contingencies [Line Items] | |
Share Price | $ 12.5 |
Common stock transfers threshold trading days | 20 days |
Number of consecutive trading days for determining the share price | 30 days |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Financial Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Schedule Of Changes In The Fair Value Of Warrant Liabilities [Line Items] | ||
Liability | $ 46,470 | $ 33,833 |
Public Warrants | ||
Schedule Of Changes In The Fair Value Of Warrant Liabilities [Line Items] | ||
Liability | 2,381 | |
Public Warrants | Level 1 | ||
Schedule Of Changes In The Fair Value Of Warrant Liabilities [Line Items] | ||
Liability | 2,381 | |
Private Placement Warrants | ||
Schedule Of Changes In The Fair Value Of Warrant Liabilities [Line Items] | ||
Liability | 1,723 | |
Private Placement Warrants | Level 3 | ||
Schedule Of Changes In The Fair Value Of Warrant Liabilities [Line Items] | ||
Liability | 1,723 | |
Earnout Liability | ||
Schedule Of Changes In The Fair Value Of Warrant Liabilities [Line Items] | ||
Liability | 46,470 | 32,110 |
Earnout Liability | Level 3 | ||
Schedule Of Changes In The Fair Value Of Warrant Liabilities [Line Items] | ||
Liability | $ 46,470 | $ 32,110 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Significant Inputs Used to Measure the Fair Value of the Level 3 Private Placement Warrants (Details) - Level 3 Private Placement Warrants | Dec. 31, 2022 $ / shares |
Stock Price | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Sale of Stock, Price Per Share | $ 3.73 |
Exercise Price | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants and rights outstanding measurement input | 11.5 |
Risk-free Rate | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants and rights outstanding measurement input | 0.04 |
Volatility | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants and rights outstanding measurement input | 0.422 |
Term (in years) | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants and rights outstanding term | 4 years 4 months 24 days |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Significant Inputs Used to Measure the Fair Value of Level 3 Earnout Liability (Details) - Level 3 Earnout Liability | Sep. 30, 2023 $ / shares | Dec. 31, 2022 $ / shares |
Stock Price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Sale of stock price per share | $ 5.12 | $ 3.73 |
Risk-free Rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and rights outstanding measurement input | 0.047 | 0.041 |
Volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and rights outstanding measurement input | 0.70 | 0.70 |
Term (in years) | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and rights outstanding term | 3 years 8 months 12 days | 4 years 4 months 24 days |
Fair Value Measurements - Sum_3
Fair Value Measurements - Summary of Changes in the Fair Value of Company's Level 3 Financial Instruments (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Schedule Of Changes In The Fair Value Of Warrant Liabilities [Line Items] | |
Fair value as of December 31, 2022 | $ 33,833 |
Loss from change in fair value | 19,223 |
Settlement | (6,586) |
Fair value as of September 30, 2023 | 46,470 |
Private Placement Warrants | |
Schedule Of Changes In The Fair Value Of Warrant Liabilities [Line Items] | |
Fair value as of December 31, 2022 | 1,723 |
Loss from change in fair value | 4,863 |
Settlement | (6,586) |
Earnout Liability | |
Schedule Of Changes In The Fair Value Of Warrant Liabilities [Line Items] | |
Fair value as of December 31, 2022 | 32,110 |
Loss from change in fair value | 14,360 |
Fair value as of September 30, 2023 | $ 46,470 |
Noncontrolling Interest - Addit
Noncontrolling Interest - Additional Information (Details) | 9 Months Ended | |
Sep. 30, 2023 Vote shares | May 26, 2022 | |
Class V Common Stock | ||
Noncontrolling Interest [Line Items] | ||
Issuance of shares under SEPA, shares | shares | 48,565,824 | |
Common Stock, Voting Rights | each holder of Class V voting stock is entitled to vote with the holders of Class A common stock of Biote, with each share of Class V voting stock entitling the holder to one vote per share of Class V voting stock at the time of such vote (subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications). | |
Common stock, number of votes per share | Vote | 1 | |
Minority Interest Holders | ||
Noncontrolling Interest [Line Items] | ||
Minority interest, retained percentage by minority interest holders | 86.50% | |
Biote | ||
Noncontrolling Interest [Line Items] | ||
Minority interest, ownership percentage | 54.10% | 13.50% |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Details) - USD ($) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 9 Months Ended | |
May 26, 2022 | Jun. 30, 2022 | May 26, 2022 | Sep. 30, 2023 | Sep. 30, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Compensation expense | $ 0 | ||||
Incentive Units | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Compensation expense | $ 50,000,000 | $ 0 | |||
Phantom Equity Rights | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Compensation expense | 4,300,000 | 0 | |||
Settlement of phantom equity rights | $ 7,300,000 | $ 7,300,000 | |||
Phantom equity rights replaced with restricted stock units | 3,887,750 | ||||
Phantom Equity Rights | Minimum | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Awards vesting period | 1 year | 1 year | |||
Phantom Equity Rights | Maximum | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Awards vesting period | 2 years | 2 years | |||
2022 Equity Incentive Plan | RSUs | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Compensation expense | $ 600,000 | $ 3,100,000 | |||
Unrecognized compensation expense | 900,000 | $ 900,000 | |||
Unrecognized compensation expense, expected to be recognized, weighted-average remaining vesting period | 6 months 18 days | ||||
2022 Equity Incentive Plan | Stock Options | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Compensation expense | 1,600,000 | $ 3,900,000 | |||
Unrecognized compensation expense | 18,200,000 | $ 18,200,000 | |||
Unrecognized compensation expense, expected to be recognized, weighted-average remaining vesting period | 3 years 1 month 13 days | ||||
2022 Employee Stock Purchase Plan | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Compensation expense | $ 30,000 | $ 50,000 | |||
Offering period | 6 months | ||||
Percentage of purchase discount based on market prices | 15% | ||||
Maximum term of stock | 10 years | ||||
Maximum number shares per employee in a calendar year | 25,000 | ||||
Maximum number of shares per employee during offering period | 2,000 | ||||
Number of shares purchase | 0 | ||||
2022 Employee Stock Purchase Plan | Maximum | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Common stock issue price, percentage of stock price on offering date | 85% | 85% | |||
Common stock issue price, percentage of stock price on purchase date | 85% | 85% | |||
Common stock shares reserved for future issuance | 797,724 | 797,724 | |||
Percentage of number of shares of capital stock | 1% | 1% | |||
Class V Common Stock | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Vesting of incentive units, shares | 6,356,178 | 987,275 |
Share-Based Compensation - Summ
Share-Based Compensation - Summary of Restricted Stock Unit Activity (Details) - RSUs - 2022 Equity Incentive Plan | 9 Months Ended |
Sep. 30, 2023 $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Shares, RSUs Outstanding, Beginning balance | shares | 1,622,840 |
Shares , Granted | shares | 42,238 |
Shares, Vested | shares | (969,686) |
Shares, RSUs Outstanding, Ending balance | shares | 695,392 |
Weighted-Average Grant-Date Fair Value, RSUs Outstanding, Beginning balance | $ / shares | $ 9.41 |
Weighted-Average Grant-Date Fair Value,Granted | $ / shares | 5.83 |
Weighted-Average Grant-Date Fair Value, Vested | $ / shares | 9.82 |
Weighted-Average Grant-Date Fair Value, RSUs Outstanding, Ending balance | $ / shares | $ 8.62 |
Share-Based Compensation - Su_2
Share-Based Compensation - Summary of Stock Option Activity (Details) - 2022 Equity Incentive Plan - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Stock Options Outstanding, Beginning Balance | 5,042,628 | |
Stock Options, Granted | 3,727,607 | |
Stock Options, Exercised | (105,049) | |
Stock Options, Forfeited | (577,275) | |
Stock Options Outstanding, Ending Balance | 8,087,911 | 5,042,628 |
Stock Options, Exercisable | 184,014 | |
Weighted-Average Exercise Price Outstanding, Beginning Balance | $ 3.86 | |
Weighted-Average Exercise Price, Granted | 3.62 | |
Weighted-Average Exercise Price, Exercised | 4 | |
Weighted-Average Exercise Price, Forfeited | 4.22 | |
Weighted-Average Exercise Price Outstanding, Ending Balance | 4.69 | $ 3.86 |
Weighted-Average Exercise Price, Exercisable | $ 4.07 | |
Weighted-Average Remaining Contractual Term (Years) | 9 years 2 months 12 days | 9 years 6 months |
Weighted-Average Remaining Contractual Term (Years), Exercisable | 9 years 2 months 12 days |
Share-Based Compensation - Su_3
Share-Based Compensation - Summary of Weighted-Average Assumptions used to Estimate Fair Value of Stock Options Granted (Details) - 2022 Equity Incentive Plan | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Expected term (in years) | 6 years 1 month 6 days |
Volatility | 66.70% |
Risk-free rate | 3.50% |
Dividend yield | 0% |
Leases - Additional Information
Leases - Additional Information (Details) - ft² | 9 Months Ended | ||
Nov. 01, 2022 | Jul. 01, 2014 | Sep. 30, 2023 | |
Leases [Abstract] | |||
Extend lease term date | Nov. 30, 2028 | Jun. 30, 2023 | |
Operating lease option to Extend | On November 1, 2022, the Company executed an extension of lease office space to extend through November 30, 2028. | ||
Area of office space | 3,700 |
Leases - Summary of Operating L
Leases - Summary of Operating Lease Costs Recognized under ASC 842 and Supplemental Cash Flow Information for Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Leases [Abstract] | ||||
Fixed lease expense | $ 112 | $ 61 | $ 311 | $ 183 |
Total lease cost | 112 | 61 | 311 | 183 |
Other information: | ||||
Cash paid for amounts included in the measurement of lease liabilities | $ 103 | $ 64 | $ 214 | $ 193 |
Leases - Summary Balance Sheet
Leases - Summary Balance Sheet Classification of Operating Leases and Weighted Average Remaining Lease Term and Discount Rate (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Lease Assets | ||
Operating lease right-of-use assets | $ 1,953 | $ 2,052 |
Total lease assets | 1,953 | 2,052 |
Lease Liabilities | ||
Operating lease liabilities, current | 298 | 165 |
Operating lease liabilities, non-current | 1,761 | 1,927 |
Total lease liabilities | $ 2,059 | $ 2,092 |
Weighted-average remaining lease term --- operating leases (years) | 5 years 2 months 1 day | 5 years 11 months 1 day |
Weighted-average discount rate --- operating leases | 8.31% | 8.48% |
Leases - Summary of Payments by
Leases - Summary of Payments by Date for Operating Lease (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Lessee, Operating Lease, Liability, to be Paid, Fiscal Year Maturity [Abstract] | ||
2023 (remaining three months) | $ 110 | |
2024 | 461 | |
2025 | 478 | |
2026 | 494 | |
2027 | 511 | |
Thereafter | 484 | |
Total lease payments | 2,538 | |
Less: Interest | (479) | |
Present value of lease liabilities | $ 2,059 | $ 2,092 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Valuation Allowance [Line Items] | ||||
Income tax expense (benefit) | $ 3,874 | $ 234 | $ 5,426 | $ (48) |
TRA liability | 18,528 | $ 18,528 | ||
Haymaker III | Other Business Combination | ||||
Valuation Allowance [Line Items] | ||||
Income tax percentage of federal state and local income tax savings | 85% | |||
Deferred tax asset | 21,800 | $ 21,800 | ||
TRA liability | $ 18,500 | $ 18,500 |
Net Income (Loss) Per Common _3
Net Income (Loss) Per Common Share - Schedule of Computation of Net Loss Per Common Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Numerator: | ||||
Net income (loss) attributable to biote Corp. stockholders (basic) | $ 7,530 | $ 15 | $ (4,418) | $ (2,591) |
Net income (loss) attributable to biote Corp. stockholders (diluted) | $ 7,530 | $ 15 | $ (4,418) | $ (2,591) |
Denominator: | ||||
Weighted average shares outstanding - basic | 30,334,193 | 7,605,031 | 22,921,401 | 7,596,379 |
Effect of dilutive securities | 707,052 | |||
Weighted average shares outstanding - diluted | 31,041,245 | 7,605,031 | 22,921,401 | 7,596,379 |
Net income (loss) per common share | ||||
Basic | $ 0.25 | $ 0 | $ (0.19) | $ (0.34) |
Diluted | $ 0.24 | $ 0 | $ (0.19) | $ (0.34) |
Net Income (Loss) Per Common _4
Net Income (Loss) Per Common Share - Schedule of Computation of Diluted Weighted Average Shares Outstanding (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potentially antidilutive common units outstanding | 44,093,102 | 80,812,644 | 49,189,869 | 80,812,644 |
RSUs | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potentially antidilutive common units outstanding | 2,905,015 | 695,392 | 2,905,015 | |
Stock Options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potentially antidilutive common units outstanding | 3,686,536 | 4,250,173 | 8,087,911 | 4,250,173 |
Public Warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potentially antidilutive common units outstanding | 7,937,466 | 7,937,466 | ||
Private Placement Warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potentially antidilutive common units outstanding | 5,566,666 | 5,566,666 | ||
Class V Voting Stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potentially antidilutive common units outstanding | 28,819,066 | 48,565,824 | 28,819,066 | 48,565,824 |
Earnout Voting Shares | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potentially antidilutive common units outstanding | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 |
Sponsor Earn Out Shares | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potentially antidilutive common units outstanding | 1,587,500 | 1,587,500 | 1,587,500 | 1,587,500 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - Judicial Ruling - Subsequent Event $ in Millions | Nov. 02, 2023 USD ($) |
Loss Contingencies [Line Items] | |
Loss contingency attorney's fees awarded | $ 4.7 |
Loss contingency future fees awarded | $ 0.2 |
Related-Party Transactions - Ad
Related-Party Transactions - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
May 18, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | ||||||
Compensation paid | $ 0 | |||||
Independent Contractor Agreement and New Independent Contractor Agreement | ||||||
Related Party Transaction [Line Items] | ||||||
Compensation paid | $ 40,000 | $ 200,000 | ||||
Firm | ||||||
Related Party Transaction [Line Items] | ||||||
Fees paid | $ 0 | 0 | 0 | 30,000 | ||
Firm | Related Party | ||||||
Related Party Transaction [Line Items] | ||||||
Amount due | 0 | 0 | $ 0 | |||
Employee | ||||||
Related Party Transaction [Line Items] | ||||||
Compensation paid | 0 | 0 | 0 | 100,000 | ||
Revenue recognized | 0 | 100,000 | 0 | 500,000 | ||
Due from customer | 0 | 0 | 0 | |||
Employee | Related Party | ||||||
Related Party Transaction [Line Items] | ||||||
Amount due | 0 | 0 | 0 | |||
Spouse of Founder, Chairman, and Beneficial Owner | Related Party | ||||||
Related Party Transaction [Line Items] | ||||||
Amount due | 0 | 0 | 0 | |||
Vendor | ||||||
Related Party Transaction [Line Items] | ||||||
Inventory purchases | 100,000 | $ 400,000 | 600,000 | $ 1,200,000 | ||
Vendor | Related Party | ||||||
Related Party Transaction [Line Items] | ||||||
Amount due | $ 400,000 | $ 400,000 | $ 200,000 | |||
Founder Advisor | Founder Advisory Agreement | ||||||
Related Party Transaction [Line Items] | ||||||
Agreement term | 4 years | |||||
Annual fees per year | $ 300,000 | |||||
Lani D. | New Independent Contractor Agreement | ||||||
Related Party Transaction [Line Items] | ||||||
Agreement term | 4 years | |||||
Annual fees per year | $ 300,000 |