8-K
biote Corp. (BTMD)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 12, 2025
biote Corp.
(Exact name of registrant as specified in its charter)
| Delaware | 001-40128 | 85-1791125 |
|---|---|---|
| (State or other jurisdiction<br> <br>of incorporation) | (Commission<br> <br>File Number) | (I.R.S. Employer<br> <br>Identification No.) |
1875 W. Walnut Hill Ln #100
Irving, Texas 75038
(Address of principal executive offices, including zip code)
(844) 604-1246
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br>Symbols | Name of each exchange<br> <br>on which registered |
|---|---|---|
| Class A common stock, par value $0.0001 per share | BTMD | The Nasdaq Stock Market LLC |
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencements communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 2.02 | Results of Operations and Financial Condition. |
|---|
On March 12, 2025, biote Corp., a Delaware corporation (the “Company”) issued a press release to report the Company’s financial results for the fiscal year and quarter ended December 31, 2024. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 2.02 and the attached Exhibit 99.1 are being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall they be deemed to be incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
| Item 9.01. | Financial Statements and Exhibits. |
|---|
(d) Exhibits.
| Exhibit<br> <br>No. | Description |
|---|---|
| 99.1 | Press Release, dated March 12, 2025. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| biote Corp. | |
|---|---|
| By: | /s/ Bret Christensen |
| Name: | Bret Christensen |
| Title: | Chief Executive Officer |
Date: March 12, 2025
EX-99.1
Exhibit 99.1
Biote Reports Fourth Quarter and Full Year 2024 Financial Results
Strengthened business with launch of BioteRx and enhancements to Biote Method
Provides fiscal 2025 outlook
IRVING, TX – March 12, 2025 - Biote (NASDAQ: BTMD), a leading solutions provider in preventive health care through the delivery of personalized hormone optimization and therapeutic wellness, today announced financial results for the fourth quarter and full year ended December 31, 2024.
Fourth Quarter 2024 Financial Highlights
(All financial result comparisons made are against the prior-year period)
| • | Revenue of $49.8 million |
|---|---|
| • | Procedure revenue of $36.6 million |
| --- | --- |
| • | Gross profit margin of 71.8% |
| --- | --- |
| • | Net income of $3.5 million and diluted earnings per share attributable to biote Corp. stockholders of $0.10,<br>compared to net income of $12.1 million and diluted earnings per share attributable to biote Corp. stockholders of $0.18 |
| --- | --- |
| • | Adjusted EBITDA^1^ of $15.1 million and Adjusted EBITDA<br>margin^1^ of 30.3% |
| --- | --- |
Full Year 2024 Financial Highlights
(All financial result comparisons made are against the prior year)
| • | Revenue of $197.2 million, an increase of 6.4% |
|---|---|
| • | Procedure revenue of $150.3 million |
| --- | --- |
| • | Gross profit margin of 70.5% |
| --- | --- |
| • | Net income of $0.05 million and diluted earnings per share attributable to biote Corp. stockholders of $0.09<br>per diluted share, compared to net loss of $(2.8) million and diluted earnings per share attributable to biote Corp. stockholders of $0.13 |
| --- | --- |
| • | Adjusted EBITDA^1^ of $58.2 million and Adjusted EBITDA<br>margin^1^ of 29.5% |
| --- | --- |
“In 2024 Biote strengthened its capabilities to provide the next level of individualized and evidence-based healthcare,” said Bob Peterson, Biote Chief Financial Officer. “Full year 2024 revenue increased 6.4% compared to 2023 and, with continued efficiencies from the vertical integration of our 503B manufacturing facility, gross profit margin also improved. Even as fourth quarter procedure volume was impacted due to the transition to upgraded clinical decision support software throughout our network, fourth quarter revenue increased 9.0%. We are continuing to work closely with our practitioners and are offering additional training on our enhanced software. We ended the year in a strong financial position, with $39.3 million in cash and cash equivalents on our balance sheet.”
| ^1^ | Adjusted EBITDA and Adjusted EBITDA margin are non-GAAP financial<br>measures. Please see “Discussion of non-GAAP Financial Measures” for additional information on non-GAAP financial measures and a reconciliation to the most<br>comparable GAAP measure. |
|---|
Bret Christensen, Biote Chief Executive Officer, stated, “Over the past fifteen months, Biote achieved significant progress, which we believe will help us succeed in building a strong foundation for growth in the years ahead. With the phased launch of the BioteRx platform and the roll-out of our upgraded clinical decision support software, we strengthened our competitive moat and broadened our capabilities to more comprehensively address the growing market for hormone optimization and therapeutic wellness. Additionally, we continued our efforts to optimize our manufacturing efficiency and strengthen our supply chain through the integration and growth of Asteria Health. Biote continues to generate strong operating cash flow while also investing in future growth.”
2024 Fourth Quarter Financial Review
(All financial result comparisons made are against the prior-year period unless otherwise noted)
Revenue for the fourth quarter of 2024 was $49.8 million, an increase of 9.0% from $45.7 million for the fourth quarter of 2023. Procedure revenue grew 5.0%, primarily reflecting growth at established top-tier clinics. As expected, fourth quarter procedure revenue growth was negatively impacted by two headwinds: 1) a reduction in procedure volume as clinics transitioned to our upgraded clinical decision support software introduced in the third quarter of 2024; and 2) our focus on training our existing practitioners, which impacted our ability to add new clinics at the expected rate. Dietary supplement revenue grew 10.2%, benefiting from the transition of a portion of this business to our e-commerce platform on Amazon.
Gross profit margin for the fourth quarter of 2024 was 71.8% compared to 69.4% for the fourth quarter of 2023. The increase in gross profit margin was primarily due to the vertical integration of our 503B manufacturing facility and effective cost management.
Operating income for the fourth quarter of 2024 was $2.8 million, compared to $5.5 million for the fourth quarter of 2023. Operating income in the fourth quarter of 2024 decreased due to employee-related investments and additional legal expenses.
Net income for the fourth quarter of 2024 was $3.5 million and diluted earnings per share attributable to biote Corp. stockholders of $0.10, compared to net income of $12.1 million and diluted earnings per share attributable to biote Corp. stockholders of $0.18. Net income for the fourth quarter of 2024 and 2023 included a loss of $0.8 million and a gain of $5.4 million, respectively, due to a change in the fair value of the earnout liabilities.
Adjusted EBITDA for the fourth quarter of 2024 was $15.1 million, with an Adjusted EBITDA margin of 30.3%, compared to Adjusted EBITDA of $13.6 million, with an Adjusted EBITDA margin of 29.7%. The increases in Adjusted EBITDA and Adjusted EBITDA margin for the fourth quarter of 2024 reflected the operating leverage in our business model.
2024 Full Year Financial Review
(All financial result comparisons made are against the prior year unless otherwise noted)
Revenue for 2024 was $197.2 million, an increase of 6.4% from $185.4 million in 2023. The increase was primarily driven by growth in procedure revenue.
Gross profit margin for 2024 was 70.5% compared to 68.8% for 2023. The increase in gross profit margin was primarily due to the vertical integration of our 503B manufacturing facility and effective cost management.
Operating income for 2024 was $31.6 million, an increase of 10.3% compared to operating income of $28.7 million for 2023. Operating income improved in 2024 primarily due to revenue growth and higher gross profit, which more than offset higher operating expenses.
Net income for 2024 was $0.05 million and diluted earnings per share attributable to biote Corp. stockholders of $0.09, compared to net loss of $(2.8) million and diluted earnings per share attributable to biote Corp. shareholders of $0.13 in 2023.
Adjusted EBITDA for 2024 was $58.2 million, with an Adjusted EBITDA margin of 29.5%, compared to Adjusted EBITDA of $55.3 million, with an Adjusted EBITDA margin of 29.8% for 2023.
2025Financial Outlook
“To reach our full potential and drive accelerated growth, I have identified several areas of emphasis for 2025 which I believe are fundamental to commercial execution at a high level,” said Mr. Christensen. “First, we are strengthening our efforts to maximize the value of our top-tier providers. Second, we are intensifying our focus on adding practitioners to further broaden our network and reinvigorate our procedure revenue growth rate. Third, we are working to drive revenue growth by strengthening accountability and improving consistency and discipline throughout the commercial organization. Although these changes are expected to be implemented quickly, they will take time to show results before we experience an anticipated acceleration in revenue growth. I’m confident that these initiatives will strengthen our commercial organization through increased productivity beginning later this year.”
The Company expects the following for fiscal 2025:
| ($ in millions) | 2025 Guidance Ranges | |
|---|---|---|
| Revenue | $ | 202-$208 |
| Adjusted EBITDA^2^ | $ | 59-64 |
| • | 2025 Procedure revenue is expected to increase approximately 2-4% from<br>2024. | |
| --- | --- | |
| • | 2025 Dietary supplements revenue is expected to increase approximately<br>5-10% from 2024. | |
| --- | --- |
Although we do not typically provide quarterly financial guidance, we expect first quarter 2025 revenue to be slightly higher as compared to the first quarter of 2024 as we ramp up training and onboarding of new practitioners to reinvigorate quickstart-related revenue. First quarter 2025 Adjusted EBITDA is expected to be approximately 5 percent lower as compared to the first quarter of 2024 due to increased sales and marketing activities to reaccelerate new customer growth.
| ^2^ | Please see “Forward-Looking Non-GAAP Financial Measures”<br>below for additional information about forward-looking Adjusted EBITDA. |
|---|
Conference Call:
Biote management will host a conference call to review these results and provide a business update beginning at 5:00 p.m. ET on Tuesday, March 12, 2025. To access the conference call by telephone, please dial (844) 481-2820 (U.S toll-free) or (412) 317-0679 (International). To access a live webcast of the call, interested parties may use the following link: Biote Fourth Quarter 2024 Earnings Conference Call. A replay of the webcast will be available on the Events page of the Biote Investor Relations website, at ir.biote.com, shortly after the event concludes.
Discussion of Non-GAAP Financial Measures
To provide investors with additional information regarding our financial results, Biote has disclosed Adjusted EBITDA, a non-GAAP financial measure that it calculates as net income before interest, taxes and depreciation and amortization, further adjusted to exclude stock-based compensation, litigation expenses, legal settlements, transaction-related expenses, merger and acquisition expenses, fair value adjustments to certain equity instruments classified as liabilities and other expenses. Below we have provided a reconciliation of Adjusted EBITDA to net income, the most directly comparable GAAP financial measure.
We present Adjusted EBITDA and Adjusted EBITDA margin because it is a key measure used by our management to evaluate our operating performance, generate future operating plans and determine payments under compensation programs. Accordingly, we believe that Adjusted EBITDA and Adjusted EBITDA margin provide useful information to investors and others in understanding and evaluating our operating results in the same manner as our management.
Adjusted EBITDA and Adjusted EBITDA margin have limitations as analytical tools, and you should not consider them in isolation or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are as follows:
| • | Although depreciation and amortization are non-cash charges, the assets<br>being depreciated and amortized may have to be replaced in the future, and Adjusted EBITDA and Adjusted EBITDA margin do not reflect cash capital expenditure requirements for such replacements of our assets; |
|---|---|
| • | Adjusted EBITDA and Adjusted EBITDA margin do not reflect changes in, or cash requirements for, our working<br>capital needs; and |
| --- | --- |
| • | Adjusted EBITDA and Adjusted EBITDA margin do not reflect tax payments that may represent a reduction in cash<br>available to us. |
| --- | --- |
In addition, Adjusted EBITDA and Adjusted EBITDA margin are subject to inherent limitations as it reflects the exercise of judgment by Biote’s management about which expenses are excluded or included. A reconciliation is provided in the financial statement tables included below in this press release for each non-GAAP financial measure to the most directly comparable financial measure stated in accordance with GAAP. Because of these limitations, you should consider Adjusted EBITDA and Adjusted EBITDA margin alongside other financial performance measures, including net income and our other GAAP results.
Forward-Looking Non-GAAP Financial Measures
The Company does not provide a reconciliation of forward-looking non-GAAP financial measures to their comparable GAAP financial measures because it could not do so without unreasonable effort due to the unavailability of certain information needed to calculate reconciling items. For example, the Company has not included a reconciliation of projected Adjusted EBITDA to GAAP net income (loss), which is the most directly comparable GAAP measure, for the periods presented in reliance on the unreasonable efforts exception provided under Item 10(e)(1)(i)(B) of Regulation S-K. The Company’s projected Adjusted EBITDA excludes certain items that are inherently uncertain and difficult to predict including, but not limited to, share-based compensation expense, income taxes, due diligence expenses and legal expenses. Due to the variability, complexity and limited visibility of the adjusting items that would be excluded from projected Adjusted EBITDA in future periods, management does not forecast them for internal use and therefore cannot create a quantitative projected Adjusted EBITDA to GAAP net income (loss) reconciliation for the periods presented without unreasonable efforts. A quantitative reconciliation of projected Adjusted EBITDA to GAAP net income (loss) for the periods presented would imply a degree of precision and certainty as to these future items that does not exist and could be confusing to investors. From a qualitative perspective, it is anticipated that the differences between projected Adjusted EBITDA to GAAP net income (loss) for the periods presented will consist of items similar to those described in the financial tables later in this release, including, for example and without limitation, share-based compensation expense, income taxes, due diligence expenses and legal expenses. The timing and amount of any of these excluded items could significantly impact the Company’s GAAP net income (loss) for a particular period. When planning, forecasting and analyzing future periods, the Company does so primarily on a non-GAAP basis without preparing a GAAP analysis.
About Biote
Biote is transforming healthy aging through innovative, personalized hormone optimization and therapeutic wellness solutions delivered by Biote-certified medical providers. Biote trains practitioners to identify and treat early indicators of aging conditions, an underserved global market, providing affordable symptom relief for patients and driving clinic success for practitioners.
| ^1^ | Adjusted EBITDA and Adjusted EBITDA margin are non-GAAP financial<br>measures. Please see “Discussion of non-GAAP Financial Measures” for additional information on non-GAAP financial measures and a reconciliation to the most<br>comparable GAAP measure. |
|---|---|
| ^2^ | Please see “Forward-Looking Non-GAAP Financial Measures”<br>below for additional information about forward-looking Adjusted EBITDA. |
| --- | --- |
Forward-Looking Statements
This press release contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Some of the forward-looking statements can be identified by the use of forward-looking words. Statements that are not historical in nature, including the words “may,” “can,” “should,” “will,” “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “hope,” “believe,” “seek,” “target,” “continue,” “could,” “might,” “ongoing,” “potential,” “predict,” “would” and other similar expressions, are intended to identify forward-looking statements. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual results or developments to differ materially from those expressed or implied by such forward-looking statements, including but not limited to: the success of our dietary supplements to attain significant market acceptance among clinics, practitioners and their patients; our customers’ reliance on certain third parties to support the manufacturing of bio-identical hormones for prescribers; our and our customers’ sensitivity to regulatory, economic, environmental and competitive conditions in certain geographic regions; our ability to increase the use by practitioners and clinics of the Biote Method at the rate that we anticipate or at all; our ability to grow our business; the significant competition we face in our industry; the impact of strategic acquisitions and the implementation of our growth strategies; our limited operating history; our ability to protect our intellectual property; the heavy regulatory oversight in our industry; changes in applicable laws or regulations; changes to international tariffs; the inability to profitably expand in existing markets and into new markets; the possibility that we may be adversely impacted by other economic, business and/or competitive factors, including the impact of hurricane and other natural disasters; and future exchange and interest rates. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and other risks and uncertainties described in the “Risk Factors” section of the Biote’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, each filed or to be filed with the Securities and Exchange Commission (the “SEC”) and other documents filed by Biote from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Biote assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Biote does not give any assurance that it will achieve its expectations.
Financial Tables
Biote Corp.
Consolidated Balance Sheets
(In Thousands)
(Unaudited)
| December 31, | December 31, | |||||
|---|---|---|---|---|---|---|
| 2024 | 2023 | |||||
| Assets | ||||||
| Current assets: | ||||||
| Cash and cash equivalents | $ | 39,342 | $ | 89,002 | ||
| Accounts receivable, net | 7,631 | 6,809 | ||||
| Inventory, net | 14,845 | 17,307 | ||||
| Other current assets | 6,309 | 9,225 | ||||
| Total current assets | 68,127 | 122,343 | ||||
| Property and equipment, net | 6,973 | 1,218 | ||||
| Capitalized software, net | 3,877 | 4,973 | ||||
| Goodwill | 5,833 | — | ||||
| Intangible assets, net | 5,500 | — | ||||
| Operating lease<br>right-of-use assets | 3,246 | 1,877 | ||||
| Deferred tax assets, net | 28,742 | 24,884 | ||||
| Other non-current assets | 72 | — | ||||
| Total assets | $ | 122,370 | $ | 155,295 | ||
| Liabilities and Stockholders’ Deficit | ||||||
| Current liabilities: | ||||||
| Accounts payable | $ | 5,813 | $ | 4,155 | ||
| Accrued expenses | 11,293 | 8,497 | ||||
| Term loan, current | 6,250 | 6,250 | ||||
| Deferred revenue, current | 2,961 | 3,002 | ||||
| Earnout liabilities, current | 100 | — | ||||
| Operating lease liabilities, current | 523 | 311 | ||||
| Share repurchase liabilities, current | 24,574 | — | ||||
| Total current liabilities | 51,514 | 22,215 | ||||
| Term loan, net of current portion | 101,199 | 106,630 | ||||
| Deferred revenue, net of current portion | 1,553 | 1,322 | ||||
| Operating lease liabilities, net of current portion | 2,890 | 1,680 | ||||
| Share repurchase liabilities, net of current portion | 44,300 | — | ||||
| Other non-current liability | 1,500 | — | ||||
| TRA liability | 4,479 | 18,894 | ||||
| Earnout liabilities, net of current portion | 17,135 | 41,100 | ||||
| Total liabilities | 224,570 | 191,841 | ||||
| Commitments and contingencies | ||||||
| Stockholders’ Deficit | ||||||
| Preferred stock | — | — | ||||
| Class A common stock | 3 | 3 | ||||
| Class V voting stock | 1 | 3 | ||||
| Additional paid-in capital | — | — | ||||
| Accumulated deficit | (100,297 | ) | (29,391 | ) | ||
| Accumulated other comprehensive loss | (35 | ) | (12 | ) | ||
| Treasury stock, at cost | (5,600 | ) | — | |||
| biote Corp.’s stockholders’ deficit | (105,928 | ) | (29,397 | ) | ||
| Noncontrolling interest | 3,728 | (7,149 | ) | |||
| Total stockholders’ deficit | (102,200 | ) | (36,546 | ) | ||
| Total liabilities and stockholders’ deficit | $ | 122,370 | $ | 155,295 |
Biote Corp.
Consolidated Statements of Operations and Comprehensive Income (Loss)
(In Thousands, except share and per share amounts)
(Unaudited)
| Three Months Ended<br>December 31, | Year Ended December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | 2024 | 2023 | |||||||||
| Revenue: | ||||||||||||
| Product revenue | $ | 48,288 | $ | 44,935 | $ | 192,240 | $ | 182,573 | ||||
| Service revenue | 1,546 | 768 | 4,951 | 2,787 | ||||||||
| Total revenue | 49,834 | 45,703 | 197,191 | 185,360 | ||||||||
| Cost of revenue | ||||||||||||
| Cost of products | 13,163 | 13,157 | 55,087 | 54,246 | ||||||||
| Cost of services | 876 | 848 | 3,043 | 3,631 | ||||||||
| Cost of revenue | 14,039 | 14,005 | 58,130 | 57,877 | ||||||||
| Selling, general and administrative | 33,028 | 26,190 | 107,450 | 98,826 | ||||||||
| Income from operations | 2,767 | 5,508 | 31,611 | 28,657 | ||||||||
| Other income (expense), net: | ||||||||||||
| Interest expense, net | (3,222 | ) | (1,542 | ) | (11,001 | ) | (6,363 | ) | ||||
| Loss from change in fair value of warrant liability | — | — | — | (13,411 | ) | |||||||
| Gain (loss) from change in fair value of earnout liabilities | (780 | ) | 5,370 | (19,605 | ) | (8,990 | ) | |||||
| Other income (expense) | 15 | (2 | ) | 11 | (16 | ) | ||||||
| Total other income (expense), net | (3,987 | ) | 3,826 | (30,595 | ) | (28,780 | ) | |||||
| Income (loss) before provision for income taxes | (1,220 | ) | 9,334 | 1,016 | (123 | ) | ||||||
| Income tax (benefit) expense | (4,703 | ) | (2,744 | ) | 970 | 2,682 | ||||||
| Net income (loss) | 3,483 | 12,078 | 46 | (2,805 | ) | |||||||
| Less: Net income (loss) attributable to noncontrolling interest | (220 | ) | 4,344 | (3,111 | ) | (6,121 | ) | |||||
| Net income attributable to biote Corp. stockholders | $ | 3,703 | $ | 7,734 | $ | 3,157 | $ | 3,316 | ||||
| Other comprehensive income (loss): | ||||||||||||
| Foreign currency translation adjustments | (5 | ) | — | (15 | ) | 8 | ||||||
| Other comprehensive income (loss) | (5 | ) | — | (15 | ) | 8 | ||||||
| Comprehensive income (loss) | $ | 3,478 | $ | 12,078 | $ | 31 | $ | (2,797 | ) | |||
| Net income per common share | ||||||||||||
| Basic | $ | 0.12 | $ | 0.23 | $ | 0.09 | $ | 0.13 | ||||
| Diluted | $ | 0.10 | $ | 0.18 | $ | 0.09 | $ | 0.13 | ||||
| Weighted average common shares outstanding | ||||||||||||
| Basic | 31,281,693 | 33,982,258 | 34,270,809 | 25,709,343 | ||||||||
| Diluted | 37,290,059 | 63,352,513 | 34,270,809 | 25,709,343 |
Biote Corp.
Consolidated Statements of Cash Flows
(In Thousands)
(Unaudited)
| Year Ended December 31, | ||||||
|---|---|---|---|---|---|---|
| 2024 | 2023 | |||||
| Operating Activities | ||||||
| Net income (loss) | $ | 46 | $ | (2,805 | ) | |
| Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||||||
| Depreciation and amortization | 3,574 | 2,994 | ||||
| Bad debt expense | 1,490 | 663 | ||||
| Amortization of debt issuance costs | 819 | 794 | ||||
| Write-off of capitalized software | — | 313 | ||||
| Provision for (benefit from) obsolete inventory | 503 | (26 | ) | |||
| Non-cash lease expense | 815 | 499 | ||||
| Non-cash interest on share repurchase liability | 2,620 | — | ||||
| Shares issued in settlement of litigation | — | 1,199 | ||||
| Share-based compensation expense | 8,735 | 9,057 | ||||
| Loss from change in fair value of warrant liability | — | 13,411 | ||||
| Loss from change in fair value of earnout liabilities | 19,605 | 8,990 | ||||
| Deferred income taxes | (2,898 | ) | 721 | |||
| Changes in operating assets and liabilities: | ||||||
| Accounts receivable | (2,267 | ) | (505 | ) | ||
| Inventory | 3,714 | (6,098 | ) | |||
| Other assets | 2,882 | (5,418 | ) | |||
| Accounts payable | 1,545 | (165 | ) | |||
| Deferred revenue | 190 | 1,433 | ||||
| Accrued expenses | 4,632 | 2,223 | ||||
| Operating lease liabilities | (762 | ) | (397 | ) | ||
| Net cash provided by operating activities | 45,243 | 26,883 | ||||
| Investing Activities | ||||||
| Purchases of property and equipment | (6,430 | ) | (359 | ) | ||
| Purchases of capitalized software | (526 | ) | (2,354 | ) | ||
| Acquisitions, net of cash acquired | (11,842 | ) | — | |||
| Net cash used in investing activities | (18,798 | ) | (2,713 | ) | ||
| Financing Activities | ||||||
| Repurchases of common stock | (5,599 | ) | — | |||
| Principal repayments on term loan | (6,250 | ) | (6,250 | ) | ||
| Payments on repurchase liability | (62,162 | ) | — | |||
| Proceeds from exercise of stock options | 2,390 | 420 | ||||
| Issuance of stock under purchase plan | 282 | 144 | ||||
| Distributions | (4,744 | ) | (8,694 | ) | ||
| Net cash used in financing activities | (76,083 | ) | (14,380 | ) | ||
| Effect of exchange rate changes on cash and cash equivalents | (22 | ) | (19 | ) | ||
| Net increase (decrease) in cash and cash equivalents | (49,660 | ) | 9,771 | |||
| Cash and cash equivalents at beginning of period | 89,002 | 79,231 | ||||
| Cash and cash equivalents at end of period | $ | 39,342 | $ | 89,002 | ||
| Supplemental Disclosure of Cash Flow Information | ||||||
| Cash paid for interest | $ | 9,535 | $ | 9,476 | ||
| Cash paid for income taxes | $ | 2,593 | $ | 4,426 | ||
| Non-cash investing and financing activities | ||||||
| Capital expenditures and capitalized software included in accounts payable | $ | 50 | $ | 208 | ||
| Shares issued to acquire Simpatra | $ | 1,841 | $ | — |
Biote Corp.
Reconciliation of Adjusted EBITDA to Net Income (Loss)
(In Thousands)
(Unaudited)
The following table presents a reconciliation of net income to Adjusted EBITDA, as well as the calculation of net income (loss) margin and Adjusted EBITDA margin, for each of the periods indicated.
| Three Months Ended | Year Ended | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, | December 31, | |||||||||||
| (in thousands) | 2024 | 2023 | 2024 | 2023 | ||||||||
| Net Income (loss) | $ | 3,483 | $ | 12,078 | $ | 46 | $ | (2,805 | ) | |||
| Interest expense, net^(1)^ | 3,222 | 1,542 | 11,001 | 6,363 | ||||||||
| Income tax expense | (4,703 | ) | (2,744 | ) | 970 | 2,682 | ||||||
| Depreciation and amortization^(2)^ | 1,138 | 1,510 | 3,574 | 2,994 | ||||||||
| Share-based compensation expense^(3)^ | 1,886 | 1,997 | 8,735 | 9,057 | ||||||||
| Litigation expenses-former owner^(4)^ | 261 | 1,963 | 972 | 6,770 | ||||||||
| Litigation-other^(5)^ | 2,195 | 153 | 2,688 | 633 | ||||||||
| Legal settlement loss^(6)^ | 5,000 | (200 | ) | 5,018 | 1,048 | |||||||
| Inventory fair value write-up^(7)^ | — | — | 1,324 | — | ||||||||
| Transaction-related expenses^(8)^ | — | 32 | 82 | 2,118 | ||||||||
| Other expenses^(9)^ | 1,837 | 525 | 3,191 | 1,174 | ||||||||
| Merger and acquisition expenses^(10)^ | 24 | 2,088 | 1,019 | 2,821 | ||||||||
| Loss from change in fair value of warrant liability | — | — | — | 13,411 | ||||||||
| (Gain) loss from change in fair value of earnout liabilities | 780 | (5,370 | ) | 19,605 | 8,990 | |||||||
| Adjusted EBITDA | $ | 15,123 | $ | 13,574 | $ | 58,225 | $ | 55,256 | ||||
| Total revenue | $ | 49,834 | $ | 45,703 | $ | 197,191 | $ | 185,360 | ||||
| Net income (loss) margin^(11)^ | 7.0 | % | 26.4 | % | 0.0 | % | (1.5 | )% | ||||
| Adjusted EBITDA margin^(12)^ | 30.3 | % | 29.7 | % | 29.5 | % | 29.8 | % | ||||
| (1) | Represents cash and non-cash interest on our debt obligations,<br>commitment fees for our unused Revolving Loans, net of interest income earned on our money market account and short-term investment. For the year ended December 31, 2024, interest expense, net included $2.6 million of accreted interest<br>related to the share repurchase liabilities. | |||||||||||
| --- | --- | |||||||||||
| (2) | Represents depreciation expense on property and equipment, amortization expense on capitalized software and<br>amortization expense on purchased intangible assets. Depreciation expense of $0.03 million was included in cost of products for the year ended December 31, 2024. | |||||||||||
| --- | --- | |||||||||||
| (3) | Represents employee compensation expense associated with equity-based stock awards. This includes expense<br>associated with equity incentive instruments including phantom stock awards, stock options and restricted stock units. | |||||||||||
| --- | --- | |||||||||||
| (4) | Represents legal expenses to defend the Company against claims asserted by the Company’s former owner.<br> | |||||||||||
| --- | --- | |||||||||||
| (5) | Represents litigation expenses other than those incurred in connection with claims asserted by the<br>Company’s former owner that are not related to the Company’s ongoing business. | |||||||||||
| --- | --- | |||||||||||
| (6) | Represents settlements of legal matters. | |||||||||||
| --- | --- | |||||||||||
| (7) | Represents the fair market value write-up of inventory accounted for<br>under ASC 805 related to the acquisition of Asteria Health. | |||||||||||
| --- | --- | |||||||||||
| (8) | Represents transaction costs, including legal fees of $0.08 million and $0.9 million, incurred during<br>the years ended December 31, 2024 and 2023, respectively, and for the year ended December 31, 2023, filing fees of $0.2 million and professional services fees of $1.0 million, each of which were incurred in connection with the<br>filing of, and transactions contemplated by, the Company’s securities offerings during the years ended December 31, 2024 and 2023. | |||||||||||
| --- | --- | |||||||||||
| (9) | Represents executive severance costs of $2.0 million, strategic consulting and advisory services of<br>$0.6 million, professional services fees of $0.4 million related to the accounting treatment of the share repurchase liabilities, estimated excise tax related to the repurchase of Class A common stock of $0.2 million. For the<br>year ended December 31, 2023, this amount represents executive severance costs of $0.8 million, costs related to recruiting executive level management, including the Chief Commercial Officer of $0.2 million, legal fees of<br>$0.1 million and professional services fees of $0.1 million associated with the restatement of the Company’s financial statements for the quarters ended June 30, 2022 and September 30, 2022 and a realized foreign currency<br>loss of less than $0.02 million. | |||||||||||
| --- | --- | |||||||||||
| (10) | Represents professional fees of $0.3 million and $0.6 million and legal fees of $0.7 million and<br>$1.8 million incurred during the years ended December 31, 2024 and 2023, respectively and consulting fees of $0.4 million incurred during the year ended December 31, 2023, all of which were associated with strategic opportunities<br>to expand the business. | |||||||||||
| --- | --- | |||||||||||
| (11) | Net income (loss) margin is defined as net income (loss) divided by total revenue. | |||||||||||
| --- | --- | |||||||||||
| (12) | Adjusted EBITDA margin is defined as adjusted EBITDA divided by total revenue. | |||||||||||
| --- | --- |
Investor Relations:
Eric Prouty
AdvisIRy Partners
eric.prouty@advisiry.com
Media:
Press@biote.com