Group 1 - Biote Corp. (NASDAQ: BTMD) has returned to profitability and is expected to continue strong growth [1] - The analysis of Biote Corp. was conducted in November 2023, highlighting its potential for further advances [1] Group 2 - Robert F. Abbott has been involved in investing since 1995 and has experience with options trading since 2010 [2] - Abbott provides information for new and intermediate-level mutual fund investors through his website [2] - He holds a Bachelor of Arts and an MBA degree [2]

[Cautionary Note Regarding Forward-Looking Statements](index=3&type=section&id=Cautionary%20Note%20Regarding%20Forward%20Looking%20Statements) This report contains forward-looking statements about Biote Corp.'s future results and strategy, subject to various material risks - This Quarterly Report contains forward-looking statements regarding biote Corp.'s future results, financial position, industry trends, business strategy, and market growth, based on current information, expectations, forecasts, and assumptions[7](index=7&type=chunk)[8](index=8&type=chunk) - Factors that could cause actual results to differ materially include the success of dietary supplements, reliance on third parties for hormone manufacturing, regulatory and competitive conditions, ability to grow the business, intellectual property protection, heavy regulatory oversight, changes in laws, and economic factors[9](index=9&type=chunk)[10](index=10&type=chunk)[11](index=11&type=chunk)[12](index=12&type=chunk) [PART I. FINANCIAL INFORMATION](index=3&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) This section presents unaudited condensed consolidated financial statements and management's discussion and analysis [Item 1. Financial Statements (Unaudited)](index=3&type=section&id=Item%201.%20Financial%20Statements%20(Unaudited)) This section presents the unaudited condensed consolidated financial statements, including the balance sheets, statements of operations, stockholders' equity, and cash flows, along with detailed notes explaining the company's business, accounting policies, acquisitions, revenue recognition, and other financial details for the periods ended June 30, 2025, and December 31, 2024 [Condensed Consolidated Balance Sheets](index=5&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) This section details the company's financial position, including assets, liabilities, and stockholders' deficit Table: Condensed Consolidated Balance Sheets (in thousands) | Metric | June 30, 2025 (in thousands) | December 31, 2024 (in thousands) | | :----------------------------- | :----------------------------- | :----------------------------- | | Cash and cash equivalents | $19,601 | $39,342 | | Total current assets | $49,504 | $68,127 | | Total assets | $104,798 | $122,370 | | Total current liabilities | $50,537 | $51,514 | | Total liabilities | $183,638 | $224,570 | | Total stockholders' deficit | $(78,840) | $(102,200) | [Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Income%20(Loss)) This section presents the company's financial performance, including revenue, income, and EPS for specified periods Table: Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (in thousands) | Metric | Three Months Ended June 30, 2025 (in thousands) | Three Months Ended June 30, 2024 (in thousands) | Six Months Ended June 30, 2025 (in thousands) | Six Months Ended June 30, 2024 (in thousands) | | :------------------------------------------------ | :---------------------------------------------- | :---------------------------------------------- | :-------------------------------------------- | :-------------------------------------------- | | Total revenue | $48,863 | $49,169 | $97,855 | $95,973 | | Income from operations | $10,765 | $6,233 | $20,455 | $16,660 | | Net income (loss) | $3,925 | $(10,368) | $19,764 | $(16,094) | | Net income (loss) attributable to biote Corp. | $3,185 | $(7,087) | $16,903 | $(11,248) | | Basic EPS | $0.10 | $(0.21) | $0.54 | $(0.33) | | Diluted EPS | $0.10 | $(0.21) | $0.46 | $(0.33) | [Condensed Consolidated Statements of Stockholders' Equity (Deficit)](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Stockholders'%20Equity%20(Deficit)) This section outlines changes in stockholders' equity, including accumulated deficit and share-based compensation Table: Condensed Consolidated Statements of Stockholders' Equity (Deficit) (in thousands) | Metric | December 31, 2024 (in thousands) | June 30, 2025 (in thousands) | | :-------------------------------- | :------------------------------- | :----------------------------- | | Accumulated deficit | $(100,297) | $(79,478) | | Total stockholders' deficit | $(102,200) | $(78,840) | | Net income (loss) | N/A | $13,718 (attributable to biote Corp.) | | Share-based compensation | N/A | $2,127 (attributable to biote Corp.) | Table: Condensed Consolidated Statements of Stockholders' Equity (Deficit) (in thousands) | Metric | December 31, 2023 (in thousands) | June 30, 2024 (in thousands) | | :-------------------------------- | :------------------------------- | :----------------------------- | | Accumulated deficit | $(29,391) | $(137,532) | | Total stockholders' deficit | $(36,546) | $(141,460) | | Net loss | N/A | $(7,087) (attributable to biote Corp.) | | Share-based compensation | N/A | $2,841 (attributable to biote Corp.) | [Condensed Consolidated Statements of Cash Flows](index=10&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) This section details cash flows from operating, investing, and financing activities for the specified periods Table: Condensed Consolidated Statements of Cash Flows (in thousands) | Cash Flow Activity | Six Months Ended June 30, 2025 (in thousands) | Six Months Ended June 30, 2024 (in thousands) | | :-------------------------------- | :-------------------------------------------- | :-------------------------------------------- | | Net cash provided by operating activities | $13,553 | $17,319 | | Net cash used in investing activities | $(3,810) | $(15,513) | | Net cash used in financing activities | $(29,489) | $(64,381) | | Net decrease in cash and cash equivalents | $(19,741) | $(62,583) | | Cash and cash equivalents at end of period | $19,601 | $26,419 | [Notes to Condensed Consolidated Financial Statements](index=11&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) This section provides detailed explanations of the company's financial statements and accounting policies [1. Description of Business and Basis of Presentation](index=11&type=section&id=1.%20DESCRIPTION%20OF%20BUSINESS%20AND%20BASIS%20OF%20PRESENTATION) Biote Corp. trains medical practitioners in bioidentical hormone replacement pellet therapy and operates under an Up-C structure. The unaudited condensed consolidated financial statements are prepared in accordance with U.S. GAAP for interim reporting, and prior period statements for June 30, 2024, were revised to correct an overstatement of net loss attributable to noncontrolling interest, which was deemed immaterial - Biote Corp. was founded in 2012 and trains physicians and nurse practitioners in therapeutic wellness and hormone optimization using bioidentical hormone replacement pellet therapy[26](index=26&type=chunk) - The Company revised its prior period condensed consolidated financial statements for the second quarter of fiscal 2024 to correct an overstatement of net loss attributable to noncontrolling interest by **$0.9 million** for the three months and **$3.0 million** for the six months ended June 30, 2024[31](index=31&type=chunk)[32](index=32&type=chunk) [2. Summary of Significant Accounting Policies](index=13&type=section&id=2.%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES) This section details significant accounting policies, including the composition of other current assets, the accounting for share repurchase liabilities, contributions to the 401(k) Plan, and concentrations of credit risk and inventory purchases. It also notes the adoption of ASU 2023-07 with no material impact and the evaluation of ASU 2024-03 and ASU 2023-09 Table: Other Current Assets (in thousands) | Other Current Assets (in thousands) | June 30, 2025 | December 31, 2024 | | :---------------------------------- | :------------ | :---------------- | | Prepaid expenses | $4,487 | $3,322 | | Advances | $4,028 | $2,805 | | Income tax receivable | $97 | $71 | | Other assets | $84 | $111 | | Total other current assets | $8,696 | $6,309 | - During Q2 2025, the Company repurchased approximately **5.5 million shares** of Class V voting stock for **$25.1 million**, reducing its share repurchase liability[42](index=42&type=chunk) - The Company has significant concentrations in inventory purchases, with three vendors accounting for **78.8%** and four vendors for **91.9%** of purchases for the three and six months ended June 30, 2025, respectively, but does not believe the loss of any single vendor would have a material adverse impact[47](index=47&type=chunk) - The Company adopted ASU 2023-07 (Segment Reporting) with no material impact and is evaluating ASU 2024-03 (Expense Disaggregation) and ASU 2023-09 (Income Tax Disclosures) for future impact[49](index=49&type=chunk)[50](index=50&type=chunk)[51](index=51&type=chunk) [3. Acquisitions](index=16&type=section&id=3.%20ACQUISITIONS) In 2024, Biote Corp. completed three acquisitions: F.H. Investments (Asteria Health) for $9.0 million (cash and earnout), Simpatra, LLC for $1.5 million cash and 389,105 Class A common shares plus an earnout, and BioSana ID LLC for $0.7 million cash plus a potential earnout. These acquisitions resulted in the recognition of goodwill and various intangible assets - On March 18, 2024, Biote acquired F.H. Investments Inc. (Asteria Health), a 503B manufacturer of compounded bioidentical hormones, for **$9.0 million** (**$8.5 million** cash + **$0.5 million** cash earnout)[53](index=53&type=chunk) Table: Asteria Health Acquisition (in thousands) | Asteria Health Acquisition (in thousands) | Final Purchase Price Allocation | | :---------------------------------------- | :------------------------------ | | Accounts receivable | $27 | | Inventory | $1,722 | | Customer relationships | $1,340 | | Goodwill | $5,833 | - On January 2, 2024, Biote acquired intellectual property from Simpatra, LLC for **$1.5 million** cash and **389,105 shares** of Class A common stock, plus a future earnout of **194,553 shares** contingent on financial targets[60](index=60&type=chunk) - On January 29, 2024, Biote acquired assets from BioSana ID LLC for **$0.7 million** cash and a potential earnout of up to **$0.1 million**, recording a **$0.8 million** customer relationship intangible asset[63](index=63&type=chunk) [4. Revenue Recognition](index=19&type=section&id=4.%20REVENUE%20RECOGNITION) Revenue is primarily generated from product sales (pellet procedures, dietary supplements, disposable trocars) and service revenue (training, contract-term services). For the three months ended June 30, 2025, total revenue was $48.9 million, with the majority from the United States. Contract liabilities include unsatisfied obligations for training, contract-term services, and pellet procedures Table: Revenue by Stream (in thousands) | Revenue Stream (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :---------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Pellet procedures | $35,205 | $38,418 | $71,247 | $75,807 | | Dietary supplements | $10,749 | $8,241 | $20,019 | $15,630 | | Product revenue | $47,657 | $48,111 | $94,682 | $94,146 | | Service revenue | $1,206 | $1,058 | $3,173 | $1,827 | | Total revenue | $48,863 | $49,169 | $97,855 | $95,973 | Table: Revenue by Geographic Region (in thousands) | Revenue by Geographic Region (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------------------------------------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | United States (Product) | $47,405 | $47,568 | $94,184 | $93,224 | | All other (Product) | $252 | $543 | $498 | $922 | | United States (Service) | $1,206 | $1,058 | $3,173 | $1,827 | | Total revenue | $48,863 | $49,169 | $97,855 | $95,973 | Table: Unsatisfied Obligations (in thousands) | Unsatisfied Obligations (in thousands) | June 30, 2025 | December 31, 2024 | | :------------------------------------- | :------------ | :---------------- | | Unsatisfied training obligations – Current | $101 | $16 | | Total allocated to unsatisfied contract-term services | $2,536 | $2,758 | | Total allocated to unsatisfied pellet procedures | $1,817 | $1,740 | | Total deferred revenue – Current | $3,052 | $2,961 | | Total deferred revenue – Long-term | $1,402 | $1,553 | [5. Inventory, Net](index=20&type=section&id=5.%20INVENTORY,%20NET) The company's inventory primarily consists of pellets and dietary supplements, with a total net inventory of $12.1 million as of June 30, 2025. Allowances for obsolete and expired inventory are maintained for both categories Table: Inventory Component (in thousands) | Inventory Component (in thousands) | June 30, 2025 | December 31, 2024 | | :--------------------------------- | :------------ | :---------------- | | Pellet inventory, net | $5,629 | $6,824 | | Dietary supplement inventory, net | $6,503 | $8,021 | | Inventory, net | $12,132 | $14,845 | [6. Property and Equipment, Net](index=20&type=section&id=6.%20PROPERTY%20AND%20EQUIPMENT,%20NET) Property and equipment, net, totaled $9.9 million as of June 30, 2025, primarily comprising trocars, leasehold improvements, and construction in process. Depreciation expense for the three and six months ended June 30, 2025, was $0.2 million and $0.4 million, respectively, for SG&A, and $0.06 million and $0.07 million for cost of products Table: Property and Equipment (in thousands) | Property and Equipment (in thousands) | June 30, 2025 | December 31, 2024 | | :------------------------------------ | :------------ | :---------------- | | Trocars | $4,644 | $4,644 | | Leasehold improvements | $8,809 | $3,251 | | Construction in process | $1,527 | $4,226 | | Property and equipment, net | $9,928 | $6,973 | - Depreciation expense in SG&A was **$0.2 million** for both Q2 2025 and Q2 2024, and **$0.4 million** (2025) vs. **$0.3 million** (2024) for the six-month periods. Depreciation in cost of products was **$0.06 million** (Q2 2025) vs. **$0.01 million** (Q2 2024)[68](index=68&type=chunk) [7. Capitalized Software, Net](index=21&type=section&id=7.%20CAPITALIZED%20SOFTWARE,%20NET) Capitalized software, net, amounted to $3.6 million as of June 30, 2025, primarily consisting of website costs. Total amortization expense for capitalized software was $0.3 million for the three months and $0.7 million for the six months ended June 30, 2025 Table: Capitalized Software (in thousands) | Capitalized Software (in thousands) | June 30, 2025 | December 31, 2024 | | :---------------------------------- | :------------ | :---------------- | | Website costs | $10,130 | $9,812 | | Capitalized software, net | $3,582 | $3,877 | - Total amortization expense for capitalized software was **$0.3 million** (Q2 2025) vs. **$0.4 million** (Q2 2024) for the three-month periods, and **$0.7 million** (2025) vs. **$0.8 million** (2024) for the six-month periods[70](index=70&type=chunk) [8. Intangible Assets, Net](index=21&type=section&id=8.%20INTANGIBLE%20ASSETS,%20NET) Net intangible assets totaled $4.9 million as of June 30, 2025, including customer relationships, developed technology, non-compete agreements, and trade names. Total amortization expense for definite-lived intangible assets was $0.3 million for the three months and $0.6 million for the six months ended June 30, 2025 Table: Intangible Assets (in thousands) | Intangible Assets (in thousands) | June 30, 2025 Net Carrying Value | December 31, 2024 Net Carrying Value | | :------------------------------- | :------------------------------- | :----------------------------------- | | Customer relationships | $1,854 | $2,005 | | Developed technology | $2,804 | $3,205 | | Non-compete agreement | $135 | $172 | | Trade names | $90 | $118 | | Total intangible assets | $4,883 | $5,500 | - Total amortization expense for definite-lived intangible assets was **$0.3 million** for both Q2 2025 and Q2 2024, and **$0.6 million** (2025) vs. **$0.5 million** (2024) for the six-month periods[71](index=71&type=chunk) Table: Estimated Amortization Expense (in thousands) | Estimated Amortization Expense (in thousands) | Amount | | :-------------------------------------------- | :----- | | 2025 (remaining six months) | $617 | | 2026 | $1,234 | | 2027 | $1,128 | | 2028 | $1,102 | | 2029 | $164 | | Thereafter | $638 | | Total | $4,883 | [9. Accrued Expenses](index=21&type=section&id=9.%20ACCRUED%20EXPENSES) Accrued expenses totaled $9.0 million as of June 30, 2025, primarily consisting of employee-related costs, professional fees, and a legal settlement accrual Table: Accrued Expenses (in thousands) | Accrued Expenses (in thousands) | June 30, 2025 | December 31, 2024 | | :------------------------------ | :------------ | :---------------- | | Accrued professional fees | $1,238 | $638 | | Accrued employee-related costs | $4,198 | $5,645 | | Legal settlement accrual | $1,500 | $3,500 | | Other | $2,047 | $1,510 | | Accrued expenses | $8,983 | $11,293 | [10. Long-Term Debt](index=21&type=section&id=10.%20LONG-TERM%20DEBT) The company has a $125.0 million Term Loan and a $50.0 million Revolving Credit Facility with Truist Bank, secured by company assets. As of June 30, 2025, the Term Loan balance was $106.3 million, with $50.0 million available under the Revolving Loans. The company was in compliance with all financial covenants - The Company has a **$125.0 million** Term Loan and a **$50.0 million** Revolving Loans facility with Truist Bank, maturing on May 26, 2027[73](index=73&type=chunk)[74](index=74&type=chunk) - As of June 30, 2025, the interest rate on the Term Loan was approximately **7.18%**, and the Company had **$50.0 million** available under its Revolving Loans[74](index=74&type=chunk)[75](index=75&type=chunk) - The Company was in compliance with all required financial covenants (maximum total net leverage ratio and minimum fixed charge coverage ratio) as of June 30, 2025[76](index=76&type=chunk) Table: Long-Term Debt Maturities (in thousands) | Long-Term Debt Maturities (in thousands) | Amount | | :--------------------------------------- | :----- | | 2025 (remaining six months) | $3,125 | | 2026 | $6,250 | | 2027 | $96,875 | | Total | $106,250 | [11. Earnout Liability](index=23&type=section&id=11.%20EARNOUT%20LIABILITY) Earnout liabilities are classified as a liability and remeasured each reporting period, tied to share price targets ($12.50, $15.00, $17.50 VWAP) or a change of control by May 26, 2027. Additional earnout liabilities were recorded in Q1 2024 due to acquisitions - Earnout securities vest upon achieving specific volume-weighted average share price (VWAP) targets (**$12.50**, **$15.00**, **$17.50**) or a change of control by May 26, 2027[79](index=79&type=chunk)[87](index=87&type=chunk) - The earnout securities are classified as a liability and remeasured at fair value each reporting period, with changes recorded in the statements of operations[80](index=80&type=chunk) - Additional earnout liabilities were recorded in connection with acquisitions completed during the first quarter of 2024[81](index=81&type=chunk) [12. Fair Value Measurements](index=25&type=section&id=12.%20FAIR%20VALUE%20MEASUREMENTS) The company's financial liabilities measured at fair value on a recurring basis consist of earnout liabilities, which are classified as Level 3 due to significant unobservable inputs. As of June 30, 2025, the total earnout liability was $8.3 million, a decrease from $17.2 million at December 31, 2024, primarily due to a gain from change in fair value Table: Liabilities (in thousands) | Liabilities (in thousands) | June 30, 2025 (Level 3) | December 31, 2024 (Level 3) | | :------------------------- | :---------------------- | :-------------------------- | | Earnout liability | $8,279 | $17,235 | - Earnout liabilities are valued using Monte Carlo simulations, projecting future stock price and/or revenue, with significant unobservable inputs classified in Level 3 of the fair value hierarchy[85](index=85&type=chunk) Table: Significant Inputs for Earnout Liability (Business Combination) | Significant Inputs for Earnout Liability (Business Combination) | June 30, 2025 | December 31, 2024 | | :------------------------------------------------------------ | :------------ | :---------------- | | Stock price | $4.02 | $6.18 | | Risk-free rate | 3.7% | 4.2% | | Volatility | 71.6% | 75.0% | | Term (in years) | 1.9 | 2.4 | Table: Changes in Fair Value of Level 3 Financial Instruments (in thousands) | Changes in Fair Value of Level 3 Financial Instruments (in thousands) | Earnout Liability | | :---------------------------------------------------- | :---------------- | | Fair value as of December 31, 2024 | $17,235 | | Settlement | $(75) | | Gain on asset acquisition | $(25) | | Gain from change in fair value | $(8,856) | | Fair value as of June 30, 2025 | $8,279 | [13. Noncontrolling Interest](index=26&type=section&id=13.%20NONCONTROLLING%20INTEREST) Biote Corp. operates under an Up-C structure, with its business conducted by Holdings. As of June 30, 2025, Biote's ownership of Holdings was approximately 87.9%. Non-controlling interest is presented in permanent equity because Biote controls the redemption of Holdings units for cash or Class A common stock - Biote Corp. operates in an Up-C structure, with its only material direct asset being equity interests in Holdings, which conducts the company's business[89](index=89&type=chunk) - As of June 30, 2025, Biote's ownership of Holdings was approximately **87.9%**[89](index=89&type=chunk) - Non-controlling interest is presented in permanent equity because Biote has the sole control over whether Holdings units are redeemed for cash or Class A common stock[90](index=90&type=chunk) [14. Share-Based Compensation](index=26&type=section&id=14.%20SHARE-BASED%20COMPENSATION) The company grants restricted stock units (RSUs), stock options, and offers an Employee Stock Purchase Plan (ESPP). For the six months ended June 30, 2025, 266,849 RSUs and 4,228,627 stock options were granted. Total share-based compensation expense was $0.3 million for RSUs and $3.9 million for stock options for the six months ended June 30, 2025 Table: RSU Activity | RSU Activity | Shares (Six Months Ended June 30, 2025) | Weighted-Average Grant-Date Fair Value | | :------------- | :-------------------------------------- | :------------------------------------- | | Granted | 266,849 | $3.72 | | Vested | (24,039) | $5.57 | | Outstanding | 282,758 | $3.84 | - Unrecognized share-based compensation expense for RSUs was **$0.5 million** as of June 30, 2025, to be recognized over a weighted-average remaining vesting period of **3.75 years**[91](index=91&type=chunk) Table: Stock Option Activity | Stock Option Activity | Shares (Six Months Ended June 30, 2025) | Weighted-Average Exercise Price | | :-------------------- | :-------------------------------------- | :------------------------------ | | Granted | 4,228,627 | $3.97 | | Exercised | (64,040) | $3.53 | | Outstanding | 13,146,085 | $4.68 | | Exercisable | 4,893,930 | $4.75 | - Unrecognized share-based compensation expense for stock options was **$21.2 million** as of June 30, 2025, to be recognized over a weighted-average remaining vesting period of **2.72 years**[92](index=92&type=chunk) [15. Leases](index=27&type=section&id=15.%20LEASES) The company has operating leases for office space in Irving, TX, and a manufacturing facility in Birmingham, AL. Operating lease right-of-use assets totaled $3.0 million and total lease liabilities were $3.2 million as of June 30, 2025. Fixed lease expense for the six months ended June 30, 2025, was $0.4 million - The Company has operating leases for office space in Irving, TX (extended through November 30, 2028) and a manufacturing facility in Birmingham, AL (60-month agreement from September 2024)[96](index=96&type=chunk)[97](index=97&type=chunk) Table: Lease Metrics (in thousands) | Lease Metrics (in thousands) | June 30, 2025 | December 31, 2024 | | :--------------------------- | :------------ | :---------------- | | Operating lease right-of-use assets | $2,978 | $3,246 | | Total lease liabilities | $3,158 | $3,413 | | Fixed lease expense (Six Months) | $385 | $297 | Table: Future Lease Payments (in thousands) | Future Lease Payments (in thousands) | Amount | | :----------------------------------- | :----- | | 2025 (remaining six months) | $375 | | 2026 | $774 | | 2027 | $801 | | 2028 | $701 | | 2029 | $185 | | Thereafter | $1,021 | | Total lease payments | $3,857 | [16. Income Taxes](index=28&type=section&id=16.%20INCOME%20TAXES) Biote Corp. is subject to U.S. federal and state taxes, while Holdings is generally treated as a partnership. The company has a Tax Receivable Agreement (TRA) with non-controlling interest holders. Income tax expense for the three and six months ended June 30, 2025, was $2.2 million and $3.8 million, respectively. The company is evaluating the impact of the recently enacted One Big Beautiful Bill Act on its deferred tax assets and effective tax rate - Biote Corp. is subject to U.S. federal and state taxes, while Holdings is generally treated as a partnership for tax purposes[99](index=99&type=chunk) - The Tax Receivable Agreement (TRA) provides payments to non-controlling interest holders for approximately **85%** of tax benefits realized from increases in tax basis[100](index=100&type=chunk) Table: Income Tax Expense (in thousands) | Income Tax Expense (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Income tax expense | $2,150 | $73 | $3,766 | $2,475 | - The Company is evaluating the potential implications of the recently enacted One Big Beautiful Bill Act on its deferred tax assets, valuation allowance assessments, and effective tax rate[104](index=104&type=chunk) [17. Capital Stock](index=30&type=section&id=17.%20CAPITAL%20STOCK) On January 24, 2024, the Board approved a share repurchase program authorizing up to $20.0 million of Class A common stock repurchases. As of June 30, 2025, $14.4 million remained available under this program - The Board of Directors approved a share repurchase program on January 24, 2024, authorizing up to **$20.0 million** of Class A common stock repurchases[105](index=105&type=chunk) - As of June 30, 2025, the remaining balance of the repurchase program was **$14.4 million**[106](index=106&type=chunk) [18. Net Income (Loss) Per Common Share](index=30&type=section&id=18.%20NET%20INCOME%20(LOSS)%20PER%20COMMON%20SHARE) Basic and diluted net income per common share for the three months ended June 30, 2025, was $0.10, compared to a loss of $(0.21) for the same period in 2024. For the six months ended June 30, 2025, basic EPS was $0.54 and diluted EPS was $0.46, a significant improvement from a loss of $(0.33) in 2024 Table: EPS Metric | EPS Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :----------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Basic EPS | $0.10 | $(0.21) | $0.54 | $(0.33) | | Diluted EPS | $0.10 | $(0.21) | $0.46 | $(0.33) | Table: Weighted Average Shares Outstanding | Weighted Average Shares Outstanding | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :---------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Basic | 31,625,485 | 33,072,156 | 31,556,017 | 34,185,578 | | Diluted | 31,743,162 | 33,072,156 | 36,959,274 | 34,185,578 | Table: Antidilutive Securities Excluded | Antidilutive Securities Excluded | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Stock Options | 13,146,085 | 11,615,972 | 10,815,887 | 11,615,972 | | Class V Voting Stock | 5,221,653 | 5,221,653 | — | 5,221,653 | | Member Earnout Units | 2,028,226 | 2,028,226 | 2,028,226 | 2,028,226 | [19. Commitments and Contingencies](index=32&type=section&id=19.%20COMMITMENTS%20AND%20CONTINGENCIES) The company is involved in several legal proceedings, including the Right Value Litigation (settled for $5.0 million), Yosaki and Mioko Trusts litigation (dismissed, appealed), Cindy Latch litigation (temporary injunction reversed), and Gary S. Donovitz / NIL Litigation (ongoing, with a Delaware injunction precluding Texas prosecution). Additionally, the company has inventory purchase commitments totaling $12.1 million, with $5.8 million due by December 31, 2025 - The Right Value Litigation was settled on February 26, 2025, with BioTE Medical agreeing to pay **$5.0 million**, of which **$3.5 million** was paid in February 2025, and the remaining **$1.5 million** is accrued[112](index=112&type=chunk) - The Yosaki and Mioko Trusts litigation was dismissed on March 15, 2025, but the Plaintiffs appealed to the Delaware Supreme Court on April 15, 2025[114](index=114&type=chunk) - In the Cindy Latch litigation, the temporary injunction against BioTE was reversed by the Dallas 5th District Court of Appeals on April 15, 2025[116](index=116&type=chunk)[218](index=218&type=chunk) - The Gary S. Donovitz / NIL Litigation is ongoing, with a Delaware Chancery Court temporary restraining order precluding Donovitz from prosecuting the Texas litigation, which was subsequently removed to the U.S. District Court for the District of Delaware[117](index=117&type=chunk)[118](index=118&type=chunk)[120](index=120&type=chunk) - As of June 30, 2025, the Company had inventory purchase commitments of **$5.8 million** expected by December 31, 2025, and an additional **$6.3 million** by December 31, 2026[122](index=122&type=chunk) [20. Related-Party Transactions](index=35&type=section&id=20.%20RELATED-PARTY%20TRANSACTIONS) Related-party transactions include a consulting agreement with former CEO Teresa S. Weber ($0.1 million paid in H1 2025) and inventory purchases from a vendor in which the company's founder holds a minority interest ($0.08 million in H1 2025). The founder advisory agreement with Dr. Gary S. Donovitz was terminated in April 2024 - The Company entered into a consulting agreement with Ms. Teresa S. Weber (former CEO) on January 30, 2025, paying her **$0.1 million** during the six months ended June 30, 2025[125](index=125&type=chunk) - The Company purchased **$0.08 million** in dietary supplements from a vendor in which its founder holds a minority interest during the six months ended June 30, 2025[126](index=126&type=chunk) - The founder advisory agreement with Dr. Gary S. Donovitz was terminated effective April 23, 2024[127](index=127&type=chunk) [21. Segments](index=35&type=section&id=21.%20SEGMENTS) The company operates as a single operating segment, with the Chief Executive Officer reviewing consolidated financial information to allocate resources and assess performance. Substantially all revenue and long-lived tangible assets are located in the U.S - The Company operates as one operating segment, with the Chief Executive Officer serving as the Chief Operating Decision Maker (CODM) and reviewing financial information on a consolidated basis[129](index=129&type=chunk) Table: Selected Financial Information (in thousands) | Selected Financial Information (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------------------------------------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Total Revenue | $48,863 | $49,169 | $97,855 | $95,973 | | Cost of revenue | $13,875 | $15,361 | $26,485 | $28,813 | | Net income (loss) | $3,925 | $(10,368) | $19,764 | $(16,094) | - Substantially all of the Company's revenue and long-lived tangible assets are located within the United States[131](index=131&type=chunk)[132](index=132&type=chunk) [22. Restructuring](index=36&type=section&id=22.%20RESTRUCTURING) On May 1, 2025, the Board approved an organizational restructuring plan, reducing the workforce by approximately 15 employees (7.2%). This resulted in a one-time expense of $0.6 million for employee severance and legal fees, with $0.4 million paid in Q2 2025 and the remainder accrued - On May 1, 2025, the Board approved a restructuring plan to reduce the workforce by approximately **15 employee roles** (**7.2%** of workforce), primarily in commercial organization and corporate overhead[133](index=133&type=chunk) - A one-time expense of **$0.6 million** was recorded for employee severance payments and related legal fees, with **$0.4 million** paid in Q2 2025 and **$0.2 million** accrued as of June 30, 2025[134](index=134&type=chunk) [23. Subsequent Events](index=36&type=section&id=23.%20SUBSEQUENT%20EVENTS) The company evaluated subsequent events from June 30, 2025, through August 8, 2025, and determined no events required adjustment or disclosure in the unaudited condensed consolidated financial statements - Subsequent events were evaluated from June 30, 2025, through August 8, 2025, with no events requiring adjustment or disclosure[135](index=135&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=37&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on Biote Corp.'s financial condition and results of operations, including an overview of its business model, go-to-market strategy, and detailed analysis of financial performance for the three and six months ended June 30, 2025 and 2024. It also covers non-GAAP measures, liquidity, capital resources, and critical accounting policies [Overview](index=37&type=section&id=Overview) Biote Corp. specializes in hormone optimization therapy, offering an end-to-end platform for practitioners and selling dietary supplements. The company is focused on vertical integration, as evidenced by the acquisition of Asteria Health and the extension of the AnazaoHealth Pharmacy Services Agreement. Bret Christensen was appointed CEO on February 1, 2025. Global economic trends and recent tax developments are being monitored for potential impacts - Biote trains physicians and nurse practitioners in hormone optimization using bioidentical hormone replacement pellet therapy, offering a comprehensive 'Biote Method' platform[137](index=137&type=chunk) - The go-to-market strategy focuses on increasing Biote-certified practitioners, growing their practices through support and marketing, and increasing sales of Biote-branded dietary supplements via e-commerce (including Amazon)[139](index=139&type=chunk) - To strengthen its supply chain, Biote acquired Asteria Health in March 2024 and extended its Pharmacy Services Agreement with AnazaoHealth through December 31, 2027[141](index=141&type=chunk) Table: Key Financial Results (in thousands) | Key Financial Results (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :----------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Total revenue | $48,863 | $49,169 | $97,855 | $95,973 | | Net income (loss) | $3,925 | $(10,368) | $19,764 | $(16,094) | | Adjusted EBITDA | $15,174 | $12,742 | $28,926 | $26,900 | - Bret Christensen was appointed Chief Executive Officer on February 1, 2025, succeeding Teresa S. Weber, who transitioned to a strategic advisor role[145](index=145&type=chunk) [Components of Results of Operations](index=41&type=section&id=Components%20of%20Results%20of%20Operations) Biote generates revenue from fees associated with the Biote Method and sales of Biote-branded dietary supplements, primarily in the U.S. Product revenue is recognized upon pellet implantation or product shipment, while service revenue is recognized over time for training and contract-term services. Key expense categories include cost of revenue, selling, general and administrative (SG&A), interest expense, changes in fair value of earnout liabilities, and income tax - Revenue is generated from fees for the Biote Method (initial training, bioidentical hormone pellets, software tools, marketing support) and sales of Biote-branded dietary supplements[148](index=148&type=chunk) - Product revenue is recognized when the Biote-partnered clinic obtains ownership of the pellet (at implantation) or when products (kits, supplements) are shipped. Service revenue for training and contract-term services is recognized over time[151](index=151&type=chunk)[154](index=154&type=chunk) - Revenue fluctuates due to sales volumes, patient mix (male/female), product mix, competition, net new clinics, procedure numbers, medical industry acceptance, business days, weather, regulations, and economic cycles[153](index=153&type=chunk) - Cost of revenue includes pass-through costs of pellets, kits, supplements, and shipping. SG&A covers software, sales force, corporate functions, rent, depreciation, share-based compensation, and marketing[156](index=156&type=chunk)[157](index=157&type=chunk) [Results of Operations](index=43&type=section&id=Results%20of%20Operations) This section provides a detailed analysis of the company's financial performance for the specified periods [Three Months Ended June 30, 2025 and 2024](index=44&type=section&id=Three%20Months%20Ended%20June%2030,%202025%20and%202024) For the three months ended June 30, 2025, total revenue decreased by 0.6% to $48.9 million, primarily due to a $3.2 million decrease in pellet procedures, partially offset by a $2.5 million increase in dietary supplements. Cost of revenue decreased by 9.7% due to cost savings from Asteria Health integration. SG&A decreased by 12.2% due to lower employee-related expenses, consulting, and legal fees, partially offset by a $0.6 million restructuring charge and increased marketing. Net income was $3.9 million, a significant improvement from a $10.4 million net loss in the prior year Table: Financial Performance (in thousands) | Metric (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Change ($) | Change (%) | | :-------------------- | :------------------------------- | :------------------------------- | :--------- | :--------- | | Total revenue | $48,863 | $49,169 | $(306) | (0.6%) | | Cost of revenue | $13,875 | $15,361 | $(1,486) | (9.7%) | | SG&A | $24,223 | $27,575 | $(3,352) | (12.2%) | | Income from operations | $10,765 | $6,233 | $4,532 | 72.7% | | Net income (loss) | $3,925 | $(10,368) | $14,293 | N/A | - Revenue from pellet procedures decreased by **$3.2 million**, while Biote-branded dietary supplements revenue increased by **$2.5 million**, driven by a shift to the Amazon e-commerce site[164](index=164&type=chunk) - Cost of pellet procedures decreased by **21.0%**, reflecting cost savings from the vertical integration of Asteria Health[165](index=165&type=chunk) - SG&A decrease was due to lower employee-related expenses (**$0.9M**), consulting expenses (**$0.8M**), and legal fees (**$0.5M**), partially offset by a **$0.6 million** restructuring charge and **$0.4 million** increase in marketing expenses[166](index=166&type=chunk)[167](index=167&type=chunk) - Interest expense, net, increased by **$0.3 million**, primarily due to a **$0.4 million** increase in accreted interest on share repurchase liability and a **$0.2 million** decrease in interest income[168](index=168&type=chunk) [Six Months Ended June 30, 2025 and 2024](index=46&type=section&id=Six%20Months%20Ended%20June%2030,%202025%20and%202024) For the six months ended June 30, 2025, total revenue increased by 2.0% to $97.9 million, driven by a $4.4 million increase in dietary supplements and a $1.3 million increase in service revenue, partially offset by a $4.6 million decrease in pellet procedures. Cost of revenue decreased by 8.1% due to Asteria Health integration savings. SG&A increased by 0.8% due to higher marketing and audit/tax fees, partially offset by lower consulting and employee expenses. Net income was $19.8 million, a significant improvement from a $16.1 million net loss in the prior year Table: Financial Performance (in thousands) | Metric (in thousands) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | Change ($) | Change (%) | | :-------------------- | :----------------------------- | :----------------------------- | :--------- | :--------- | | Total revenue | $97,855 | $95,973 | $1,882 | 2.0% | | Cost of revenue | $26,485 | $28,813 | $(2,328) | (8.1%) | | SG&A | $50,915 | $50,500 | $415 | 0.8% | | Income from operations | $20,455 | $16,660 | $3,795 | 22.8% | | Net income (loss) | $19,764 | $(16,094) | $35,858 | N/A | - Revenue from Biote-branded dietary supplements increased by **$4.4 million** due to a shift to the Amazon e-commerce site, and service revenue increased by **$1.3 million** from technology fees. Pellet procedures revenue decreased by **$4.6 million**[172](index=172&type=chunk)[173](index=173&type=chunk) - Cost of pellet procedures decreased by **22.6%**, reflecting continued cost savings from Asteria Health vertical integration[174](index=174&type=chunk) - SG&A increased due to a **$1.1 million** rise in marketing expenses and a **$0.5 million** increase in audit and tax services, partially offset by a **$0.7 million** decrease in consulting expenses and a **$0.3 million** decrease in employee-related expenses[175](index=175&type=chunk) - Interest expense, net, increased by **$1.5 million**, primarily due to a **$1.5 million** increase in accreted interest on share repurchase liability and a **$0.7 million** decrease in interest income[176](index=176&type=chunk) - The company recorded a gain from change in fair value of earnout liabilities of **$8.9 million** in 2025, compared to a loss of **$26.0 million** in 2024, primarily due to a **35.6%** decrease in Class A common stock price in 2025 versus a **51.2%** increase in 2024[177](index=177&type=chunk) [Non-GAAP Measures](index=48&type=section&id=Non-GAAP%20Measures) This section presents Adjusted EBITDA as a non-GAAP performance measure used by management to evaluate operational performance. For the six months ended June 30, 2025, Adjusted EBITDA was $28.9 million, up from $26.9 million in the prior year. A reconciliation to net income (loss) is provided, along with a discussion of the limitations of non-GAAP financial information - Adjusted EBITDA is a non-GAAP measure used by management to evaluate operational performance, excluding interest expense, depreciation and amortization, income taxes, and certain non-recurring expenses[180](index=180&type=chunk)[181](index=181&type=chunk) Table: Adjusted EBITDA Reconciliation (in thousands) | Adjusted EBITDA Reconciliation (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net income (loss) | $3,925 | $(10,368) | $19,764 | $(16,094) | | Interest expense, net | $2,852 | $2,577 | $5,757 | $4,237 | | Income tax expense | $2,150 | $73 | $3,766 | $2,475 | | Depreciation and amortization | $910 | $876 | $1,767 | $1,626 | | Share-based compensation expense | $2,186 | $2,841 | $4,313 | $4,604 | | (Gain) loss from change in fair value of earnout liabilities | $1,832 | $13,949 | $(8,856) | $26,038 | | Adjusted EBITDA | $15,174 | $12,742 | $28,926 | $26,900 | - Limitations of Adjusted EBITDA include not reflecting cash capital expenditure requirements, changes in working capital needs, or tax payments[184](index=184&type=chunk) [Liquidity and Capital Resources](index=51&type=section&id=Liquidity%20and%20Capital%20Resources) The company's liquidity is primarily from cash and cash equivalents ($19.6 million as of June 30, 2025), cash from operations, and $50.0 million available under Revolving Loans. Net cash provided by operating activities decreased by $3.8 million to $13.6 million for the six months ended June 30, 2025, mainly due to increased cash used for other assets, accounts payable, and a legal settlement payment. Net cash used in investing activities decreased by $11.7 million, and net cash used in financing activities decreased by $34.9 million, primarily due to lower payments on repurchase liabilities - Liquidity is derived from cash and cash equivalents (**$19.6 million** as of June 30, 2025), cash generated from operations, and **$50.0 million** available under Revolving Loans[186](index=186&type=chunk) - Net cash provided by operating activities decreased by **$3.8 million** to **$13.6 million** for the six months ended June 30, 2025, primarily due to a **$3.2 million** increase in cash used for other assets, a **$3.4 million** increase in cash used for accounts payable, and a **$3.5 million** legal settlement payment[191](index=191&type=chunk) - Net cash used in investing activities decreased by **$11.7 million** to **$3.8 million** for the six months ended June 30, 2025, mainly due to the absence of significant acquisitions compared to the prior year[194](index=194&type=chunk) - Net cash used in financing activities decreased by **$34.9 million** to **$29.5 million** for the six months ended June 30, 2025, primarily due to a **$37.1 million** decrease in payments on repurchase liabilities[195](index=195&type=chunk) [Critical Accounting Policies and Estimates](index=53&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) The company's financial statements rely on estimates and judgments in accordance with U.S. GAAP. There were no material changes to critical accounting policies and estimates from those discussed in the 2024 Form 10-K for the three and six months ended June 30, 2025 - No material changes to critical accounting policies and estimates were identified for the three and six months ended June 30, 2025, from those discussed in the 2024 Form 10-K[197](index=197&type=chunk) [Recently Issued and Adopted Accounting Pronouncements](index=53&type=section&id=Recently%20Issued%20and%20Adopted%20Accounting%20Pronouncements) Information regarding recent accounting pronouncements is detailed in Note 2 to the unaudited condensed consolidated financial statements - For a description of recent accounting pronouncements, refer to Note 2 to the unaudited condensed consolidated financial statements[198](index=198&type=chunk) [JOBS Act Accounting Election](index=53&type=section&id=JOBS%20Act%20Accounting%20Election) Biote Corp. is an emerging growth company and has elected to use the extended transition period for complying with new or revised accounting standards, which may result in financial statements not being comparable to other public companies - Biote Corp. is an emerging growth company and has elected to use the extended transition period for complying with new or revised accounting standards under the JOBS Act[199](index=199&type=chunk) - The company will remain an emerging growth company until the earliest of December 31, 2026, achieving **$1.235 billion** in annual gross revenue, becoming a 'large accelerated filer,' or issuing over **$1.0 billion** in non-convertible debt[200](index=200&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=55&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, Biote Corp. is not required to provide quantitative and qualitative disclosures about market risk - As a smaller reporting company, Biote Corp. is not required to provide quantitative and qualitative disclosures about market risk[201](index=201&type=chunk) [Item 4. Controls and Procedures](index=55&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures were not effective as of June 30, 2025, due to an unremediated material weakness in internal control over financial reporting related to insufficient qualified personnel and control issues in IT general controls and segregation of duties. Remediation efforts are ongoing, including hiring and implementing enhanced controls, but full remediation is not assured by fiscal year 2025 - As of June 30, 2025, the company's disclosure controls and procedures were not effective due to an unremediated material weakness in internal control over financial reporting[203](index=203&type=chunk)[204](index=204&type=chunk) - The material weakness stems from an ineffective control environment (insufficient qualified technical accounting personnel) and inadequate control and monitoring activities (IT general controls, user access, segregation of duties)[204](index=204&type=chunk) - Remediation efforts include hiring additional accounting and finance personnel, implementing enhanced financial statement close processes, and reviewing/assessing access within information systems[205](index=205&type=chunk) - The material weakness is not expected to be remediated during fiscal year 2025, and no other material changes in internal control over financial reporting occurred during Q2 2025[206](index=206&type=chunk)[207](index=207&type=chunk) [PART II. OTHER INFORMATION](index=56&type=section&id=PART%20II.%20OTHER%20INFORMATION) This section includes legal proceedings, risk factors, and other required disclosures [Item 1. Legal Proceedings](index=56&type=section&id=Item%201.%20Legal%20Proceedings) This section provides updates on significant legal proceedings. The Right Value Litigation was settled for $5.0 million. The Yosaki and Mioko Trusts litigation was dismissed but is currently under appeal. The temporary injunction in the Cindy Latch litigation was reversed. The Gary S. Donovitz / NIL Litigation is ongoing, with a Delaware court issuing a temporary restraining order precluding prosecution in Texas, and the case subsequently removed to federal court - The Right Value Litigation was settled on February 26, 2025, with BioTE Medical agreeing to pay **$5.0 million**[213](index=213&type=chunk) - The Yosaki and Mioko Trusts litigation was dismissed on March 15, 2025, but the Plaintiffs appealed to the Delaware Supreme Court on April 15, 2025[215](index=215&type=chunk) - The temporary injunction in the Cindy Latch litigation, which restrained BioTE from using her image/likeness, was reversed by the Dallas 5th District Court of Appeals on April 15, 2025[218](index=218&type=chunk) - In the Gary S. Donovitz / NIL Litigation, a Delaware Chancery Court temporary restraining order precludes Donovitz from prosecuting the Texas litigation, which was later removed to the U.S. District Court for the District of Delaware[219](index=219&type=chunk)[220](index=220&type=chunk)[222](index=222&type=chunk) [Item 1A. Risk Factors](index=59&type=section&id=Item%201A.%20Risk%20Factors) This section supplements previously disclosed risk factors, highlighting the potential adverse impact of international trade policies, including tariffs, sanctions, and trade barriers, on the company's business, financial condition, results of operations, and prospects - International trade policies, including tariffs, sanctions, and trade barriers, may adversely affect the company's business, financial condition, results of operations, and prospects[225](index=225&type=chunk) - Such policies could raise costs of raw materials (e.g., estradiol from China, trocars from Pakistan), disrupt supply chains, reduce margins, necessitate price increases, and harm competitive position and customer demand[226](index=226&type=chunk) - Ongoing trade uncertainty may complicate strategic planning, increase legal risks related to trade regulations, and lead to heightened international operational difficulties[228](index=228&type=chunk)[229](index=229&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=59&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) There were no unregistered sales of equity securities or use of proceeds to report for the period - No unregistered sales of equity securities or use of proceeds to report[231](index=231&type=chunk) [Item 3. Defaults Upon Senior Securities](index=59&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) There were no defaults upon senior securities to report for the period - No defaults upon senior securities to report[232](index=232&type=chunk) [Item 4. Mine Safety Disclosures](index=59&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - This item is not applicable[233](index=233&type=chunk) [Item 5. Other Information](index=59&type=section&id=Item%205.%20Other%20Information) There is no other information to report for the period - No other information to report[234](index=234&type=chunk) [Item 6. Exhibits](index=60&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed as part of the Quarterly Report on Form 10-Q, including the Business Combination Agreement, Certificate of Incorporation, Bylaws, and various certifications Table: Exhibits Filed | Exhibit Number | Description | | :------------- | :---------- | | 2.1† | Business Combination Agreement | | 3.1 | Second Amended and Restated Certificate of Incorporation | | 3.2 | Amended and Restated Bylaws | | 31.1* | Certification of Principal Executive Officer | | 31.2* | Certification of Principal Financial Officer and Principal Accounting Officer | | 32.1** | Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350 | | 32.2** | Certification of Principal Financial Officer and Principal Accounting Officer Pursuant to 18 U.S.C. Section 1350 | | 101.INS | Inline XBRL Instance Document | | 101.SCH | Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents | | 104 | Cover Page Interactive Data File | [Signatures](index=61&type=section&id=Signatures) This section confirms the official signing and submission of the report by the authorized officer - The report was signed on August 8

Group 1: Earnings Performance - biote Corp. reported quarterly earnings of $0.1 per share, exceeding the Zacks Consensus Estimate of $0.06 per share, but down from $0.14 per share a year ago, representing an earnings surprise of +66.67% [1] - Over the last four quarters, biote Corp. has surpassed consensus EPS estimates four times [2] - The company posted revenues of $48.86 million for the quarter ended June 2025, missing the Zacks Consensus Estimate by 1.37%, and down from $49.17 million year-over-year [2] Group 2: Stock Performance and Outlook - biote Corp. shares have declined approximately 32.5% since the beginning of the year, while the S&P 500 has gained 7.1% [3] - The company's earnings outlook will be crucial for future stock movements, with current consensus EPS estimates at $0.10 for the coming quarter and $0.61 for the current fiscal year [4][7] - The estimate revisions trend for biote Corp. was unfavorable prior to the earnings release, resulting in a Zacks Rank 4 (Sell) for the stock, indicating expected underperformance in the near future [6] Group 3: Industry Context - The Medical - Products industry, to which biote Corp. belongs, is currently ranked in the bottom 41% of over 250 Zacks industries, suggesting potential challenges for stocks in this sector [8] - Empirical research indicates a strong correlation between near-term stock movements and trends in earnings estimate revisions, which could impact biote Corp.'s performance [5]

Financial Data and Key Metrics Changes - Second quarter revenue was approximately flat at $48.9 million, reflecting an 8.4% decrease in procedure revenue, partially offset by over 30% sales growth in dietary supplements [13][14] - Gross profit margin improved to 71.6%, a 280 basis point increase, primarily due to cost savings from vertical integration [14] - Selling, general and administrative expenses decreased by 12.2% to $24.2 million, influenced by the timing of the annual marketing event and headcount adjustments [15] - Net income was $3.9 million, compared to a net loss of $10.4 million in the previous year, with diluted earnings per share of $0.10 [15][16] - Adjusted EBITDA increased by 19.1% to $15.2 million, with an adjusted EBITDA margin of 31.1% [16] Business Line Data and Key Metrics Changes - Procedure revenue experienced an 8.4% decline, attributed to slower growth in new clinic additions, higher attrition rates, and lower procedure volumes [13][14] - Dietary supplement revenue increased by 30.4% to $10.7 million, driven primarily by growth in the e-commerce channel [14] Market Data and Key Metrics Changes - The company anticipates high single-digit declines in procedure revenue for the full year, while dietary supplement growth is expected at approximately mid-teens percentage rate [18] - The company is adjusting its fiscal 2025 revenue guidance to above $190 million, reflecting the impacts of ongoing organizational restructuring [18] Company Strategy and Development Direction - The company is undergoing a strategic organizational restructuring aimed at driving sustainable growth, focusing on three key objectives: accelerating new provider wins, strengthening relationships with existing practitioners, and improving financial performance [7][8] - New leadership has been brought in to enhance commercial productivity and instill a high-performance culture [9][10] - The company is focused on capturing a larger share of the hormone replacement therapy and therapeutic wellness markets [10] Management's Comments on Operating Environment and Future Outlook - Management acknowledged that the organizational changes have been disruptive, particularly affecting procedure-related sales, but expressed confidence in the long-term growth strategy [12][13] - The company is committed to excellence and aims to achieve a higher level of operational and financial performance despite the challenges faced in 2025 [20] Other Important Information - Cash flow from operations for the second quarter was $7.1 million, with cash and cash equivalents at $19.6 million as of June 30, 2025, down from $41.7 million at the end of the previous quarter [17] Q&A Session Summary Question: Progress on verticalization process - Management indicated that penetration is currently in the low 40% range and plans to resume efforts to increase this in Q3 [22][23] Question: Absolute number of procedures down in the quarter - Management noted that headwinds include clinic attrition and lower volumes within existing clinics, which have been ongoing since the launch of the clinical decision support software [25][26] Question: Factors needed for metrics to turn around - Management expressed optimism that recent changes will lead to improved metrics, but it is too early to predict specific outcomes [28][30] Question: Drivers of faster attrition - Management clarified that GLP-1s are not impacting procedure revenue and attributed the headwinds to the launch of the clinical decision support software and organizational changes [36][37] Question: Changes in new clinic additions - Management acknowledged a slowdown in new starts and emphasized the need for improved retention and new clinic additions to drive growth [42][43] Question: Changes in sales force and marketing - Management highlighted that restructuring has focused on growth targets and accountability, with a revamped compensation plan to incentivize growth [48][49]

[Second Quarter 2025 Financial & Operational Highlights](index=1&type=section&id=Second%20Quarter%202025%20Financial%20%26%20Operational%20Highlights) Biote's Q2 2025 saw $48.9 million revenue, improved profitability with $3.9 million net income and 19.1% Adjusted EBITDA growth, and a corporate reorganization Q2 2025 Financial Highlights | Metric | Q2 2025 | Q2 2024 | Change | | :--- | :--- | :--- | :--- | | Revenue | $48.9 million | $49.2 million | -0.6% | | Gross Profit Margin | 71.6% | 68.8% | +2.8 p.p. | | Net Income (Loss) | $3.9 million | $(10.4) million | N/A | | Diluted EPS | $0.10 | $(0.21) | N/A | | Adjusted EBITDA | $15.2 million | $12.7 million | +19.1% | | Adjusted EBITDA Margin | 31.1% | 25.9% | +5.2 p.p. | - Launched a corporate reorganization in early May, which included new leadership, expansion of corporate talent, and an upgraded sales compensation structure to enhance productivity[2](index=2&type=chunk) - The company's key strategic priorities are accelerating new provider acquisition, maximizing value from top-tier clinics, and strengthening the commercial organization[3](index=3&type=chunk) [2025 Second Quarter Financial Review](index=2&type=section&id=2025%20Second%20Quarter%20Financial%20Review) Q2 2025 revenue was $48.9 million, with mixed segment performance, while gross profit margin expanded to 71.6% and operating income increased 72.7% to $10.8 million Q2 2025 Revenue Breakdown (YoY) | Revenue Stream | Q2 2025 | Change (YoY) | | :--- | :--- | :--- | | Total Revenue | $48.9 million | -0.6% | | Procedure Revenue | N/A | -8.4% | | Dietary Supplement Revenue | N/A | +30.4% | - Gross profit margin improved to **71.6%** from **68.8%** in the prior-year period, primarily due to the vertical integration of the 503B manufacturing facility and effective cost management[5](index=5&type=chunk) - Operating income increased by **72.7%** to **$10.8 million**, resulting from higher gross profit and lower operating expenses[6](index=6&type=chunk) - Net income was **$3.9 million**, a significant turnaround from a net loss of **$(10.4) million** in Q2 2024, largely influenced by a smaller loss from the change in fair value of earnout liabilities (**$(1.8) million** in Q2 2025 vs **$(13.9) million** in Q2 2024)[7](index=7&type=chunk) [2025 Financial Outlook](index=2&type=section&id=Summary%20and%202025%20Financial%20Outlook) Biote revised its full-year 2025 guidance downwards, now expecting revenue above $190 million and Adjusted EBITDA above $50 million, due to ongoing commercial reorganization Revised Fiscal 2025 Guidance | Metric | Revised 2025 Guidance | Previous 2025 Guidance | | :--- | :--- | :--- | | Revenue | > $190 million | $202 - $208 million | | Adjusted EBITDA | > $50 million | $59 - $64 million | Revised 2025 Revenue Segment Outlook (vs. 2024) | Revenue Segment | Revised 2025 Forecast | Previous 2025 Forecast | | :--- | :--- | :--- | | Procedure Revenue | High single-digit % decrease | 2-4% growth | | Dietary Supplements Revenue | Mid-teens % growth | 5-10% growth | - The guidance was adjusted to account for the time it will take for the company's commercial reorganization and strategic changes to yield positive results[10](index=10&type=chunk) [Discussion of Non-GAAP Financial Measures](index=3&type=section&id=Discussion%20of%20Non-GAAP%20Financial%20Measures) Biote uses non-GAAP measures like Adjusted EBITDA to evaluate operating performance, calculated by adjusting net income for specific non-cash and non-recurring items, with full reconciliation provided - Adjusted EBITDA is defined as net income adjusted for interest, taxes, depreciation, amortization, stock-based compensation, litigation expenses, transaction costs, and other specific items[13](index=13&type=chunk) - Management uses Adjusted EBITDA to evaluate operating performance, create future plans, and determine compensation[14](index=14&type=chunk) - The company does not provide a reconciliation for forward-looking Adjusted EBITDA guidance to GAAP net income due to the unreasonable effort required to predict certain excluded items like share-based compensation and legal expenses[19](index=19&type=chunk) [Financial Statements](index=6&type=section&id=Financial%20Statements) Biote's financial statements show $19.6 million cash as of June 30, 2025, Q2 revenue of $48.9 million, net income of $3.9 million, and $13.6 million net cash from operations for the first six months [Condensed Consolidated Balance Sheets](index=6&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) As of June 30, 2025, Biote's total assets decreased to $104.8 million, cash to $19.6 million, and total liabilities to $183.6 million, while stockholders' deficit improved to $(78.8) million Balance Sheet Highlights (in thousands) | Account | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Cash and cash equivalents | $19,601 | $39,342 | | Total current assets | $49,504 | $68,127 | | Total assets | $104,798 | $122,370 | | Total current liabilities | $50,537 | $51,514 | | Total liabilities | $183,638 | $224,570 | | Total stockholders' deficit | $(78,840) | $(102,200) | [Condensed Consolidated Statements of Operations](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) For Q2 2025, Biote reported total revenue of $48.9 million, gross profit of $35.0 million, and achieved a net income of $3.9 million ($0.10 diluted EPS), a significant improvement from a prior-year loss Statement of Operations Summary (in thousands, except per share data) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | | :--- | :--- | :--- | | Total Revenue | $48,863 | $49,169 | | Income from operations | $10,765 | $6,233 | | Net income (loss) | $3,925 | $(10,368) | | Diluted EPS | $0.10 | $(0.21) | [Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) For H1 2025, net cash from operations was $13.6 million, with $3.8 million used in investing and $29.5 million in financing, resulting in a $19.7 million decrease in cash, ending at $19.6 million Cash Flow Summary (in thousands) | Activity | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | | Net cash provided by operating activities | $13,553 | $17,319 | | Net cash used in investing activities | $(3,810) | $(15,513) | | Net cash used in financing activities | $(29,489) | $(64,381) | | **Net decrease in cash** | **$(19,741)** | **$(62,583)** | | **Cash at end of period** | **$19,601** | **$26,419** | [Reconciliation of Adjusted EBITDA to Net Income (Loss)](index=9&type=section&id=Reconciliation%20of%20Adjusted%20EBITDA%20to%20Net%20Income%20%28Loss%29) The reconciliation shows Q2 2025 net income of $3.9 million adjusted for items like interest, tax, and share-based compensation, resulting in an Adjusted EBITDA of $15.2 million, up from $12.7 million in Q2 2024 Adjusted EBITDA Reconciliation (in thousands) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | | :--- | :--- | :--- | | **Net income (loss)** | **$3,925** | **$(10,368)** | | Adjustments (Interest, Tax, D&A, etc.) | $11,249 | $23,110 | | **Adjusted EBITDA** | **$15,174** | **$12,742** | | Net income (loss) margin | 8.0% | -21.1% | | Adjusted EBITDA margin | 31.1% | 25.9% | - Key adjustments in Q2 2025 included **$2.2M** in share-based compensation, **$0.6M** in restructuring-related expenses for a workforce reduction, and a **$1.8M** loss from the change in fair value of earnout liabilities[30](index=30&type=chunk)[31](index=31&type=chunk)

[PART I. FINANCIAL INFORMATION](index=3&type=section&id=PART%20I%2E%20FINANCIAL%20INFORMATION) [Financial Statements (Unaudited)](index=3&type=section&id=Item%201.%20Financial%20Statements%20%28Unaudited%29) Biote Corp.'s Q1 2025 unaudited financials report **$123.4 million** assets, a **$84.8 million** deficit, and **$15.8 million** net income, driven by earnout liability gain - The company revised its Q1 2024 financial statements to correct errors in noncontrolling interest calculations, which had previously overstated net loss attributable to noncontrolling interest by **$2.2 million**[32](index=32&type=chunk)[33](index=33&type=chunk) [Condensed Consolidated Balance Sheets](index=5&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Total assets were **$123.4 million**, liabilities decreased to **$208.2 million**, and stockholders' deficit improved to **($84.8) million** Condensed Consolidated Balance Sheet Highlights (in thousands) | Account | March 31, 2025 | December 31, 2024 | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $41,700 | $39,342 | | Inventory, net | $13,451 | $14,845 | | Total current assets | $68,680 | $68,127 | | Total assets | $123,379 | $122,370 | | **Liabilities & Stockholders' Deficit** | | | | Term loan, current | $6,250 | $6,250 | | Term loan, net of current portion | $99,847 | $101,199 | | Earnout liabilities, net of current portion | $6,447 | $17,135 | | Total liabilities | $208,205 | $224,570 | | Total stockholders' deficit | ($84,826) | ($102,200) | [Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Income%20%28Loss%29) Q1 2025 revenue rose **4.7%** to **$49.0 million**, yielding **$15.8 million** net income, driven by a **$10.7 million** earnout liability gain Q1 2025 vs. Q1 2024 Statement of Operations (in thousands, except per share data) | Metric | Q1 2025 | Q1 2024 | | :--- | :--- | :--- | | Total Revenue | $48,992 | $46,804 | | Income from Operations | $9,690 | $10,427 | | Gain (loss) from change in fair value of earnout liabilities | $10,688 | ($12,089) | | Net Income (Loss) | $15,839 | ($5,726) | | Net Income (Loss) attributable to biote Corp. stockholders | $13,718 | ($4,161) | | Diluted EPS | $0.37 | ($0.12) | [Condensed Consolidated Statements of Stockholders' Equity (Deficit)](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Stockholders%27%20Equity%20%28Deficit%29) Stockholders' deficit improved from **($102.2) million** to **($84.8) million**, driven by net income and share-based compensation - The accumulated deficit decreased from **($100.3) million** to **($84.3) million** during Q1 2025, mainly due to the net income of **$13.7 million** attributable to biote Corp. stockholders[19](index=19&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=10&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Q1 2025 operating cash flow was **$6.5 million**, with reduced investing and financing outflows, increasing cash by **$2.4 million** Q1 2025 vs. Q1 2024 Cash Flow Summary (in thousands) | Activity | Q1 2025 | Q1 2024 | | :--- | :--- | :--- | | Net cash provided by operating activities | $6,467 | $7,372 | | Net cash used in investing activities | ($1,848) | ($12,176) | | Net cash used in financing activities | ($2,257) | ($5,409) | | Net increase (decrease) in cash | $2,358 | ($10,215) | | Cash and cash equivalents at end of period | $41,700 | $78,787 | [Notes to Condensed Consolidated Financial Statements](index=11&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) Notes detail accounting policies, Asteria Health acquisition goodwill, a **$5.0 million** litigation settlement, and a **$20.0 million** share repurchase program - On March 18, 2024, the company acquired Asteria Health for a total consideration of **$9.0 million**, with the final purchase price allocation resulting in **$5.8 million** of goodwill[53](index=53&type=chunk)[54](index=54&type=chunk)[55](index=55&type=chunk) - The company settled litigation with Right Value for an aggregate amount of **$5.0 million**, with **$3.5 million** paid in February 2025 and the remaining **$1.5 million** due in February 2026[112](index=112&type=chunk) - On May 1, 2025, the Board approved an organizational restructuring plan expected to incur **$0.6 million** to **$0.8 million** in pre-tax charges in Q2 2025[129](index=129&type=chunk)[130](index=130&type=chunk) - On April 23, 2025, the company repurchased approximately **4.1 million** Paired Interests from Dr. Gary S. Donovitz for **$15.1 million** as part of a settlement agreement[131](index=131&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=36&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses Q1 2025 revenue growth, cost savings, increased SG&A, strong liquidity, and Adjusted EBITDA of **$13.8 million** - The company's go-to-market strategy focuses on increasing the number of Biote-certified practitioners, growing their existing practices, and increasing sales of Biote-branded dietary supplements[135](index=135&type=chunk)[137](index=137&type=chunk) - To strengthen its supply chain, the company is focusing on vertical integration, highlighted by the March 2024 acquisition of Asteria Health, a 503B manufacturer[138](index=138&type=chunk) - On February 1, 2025, Bret Christensen was appointed as the new Chief Executive Officer, succeeding Teresa S. Weber[142](index=142&type=chunk) [Results of Operations](index=42&type=section&id=Results%20of%20Operations) Q1 2025 revenue grew **4.7%** to **$49.0 million**, driven by supplements and services, with decreased cost of revenue and increased SG&A Q1 2025 vs. Q1 2024 Results of Operations (in thousands) | Line Item | Q1 2025 | Q1 2024 | Change (%) | | :--- | :--- | :--- | :--- | | Total Revenue | $48,992 | $46,804 | 4.7% | | Cost of Revenue | $12,610 | $13,452 | (6.3%) | | Selling, General & Administrative | $26,692 | $22,925 | 16.4% | | Income from Operations | $9,690 | $10,427 | (7.1%) | | Net Income (Loss) | $15,839 | ($5,726) | N/A | - The increase in revenue was driven by a **$1.9 million** rise in dietary supplement sales and a **$1.2 million** increase in service revenue, offsetting a **$1.3 million** decline in pellet procedure revenue[160](index=160&type=chunk) - The decrease in cost of revenue was primarily due to a **24.7%** drop in the cost of pellet procedures, reflecting savings from the vertical integration of Asteria Health[161](index=161&type=chunk) [Non-GAAP Measures](index=44&type=section&id=Non-GAAP%20Measures) Adjusted EBITDA, a key non-GAAP measure, was **$13.8 million** for Q1 2025, slightly down from Q1 2024 Reconciliation of Net Income (Loss) to Adjusted EBITDA (in thousands) | Reconciliation Item | Q1 2025 | Q1 2024 | | :--- | :--- | :--- | | **Net income (loss)** | **$15,839** | **($5,726)** | | Interest expense, net | $2,905 | $1,660 | | Income tax expense | $1,616 | $2,402 | | Depreciation and amortization | $857 | $750 | | Share-based compensation expense | $2,127 | $1,763 | | Litigation & other expenses | $1,096 | $1,220 | | (Gain) loss from change in fair value of earnout liabilities | ($10,688) | $12,089 | | **Adjusted EBITDA** | **$13,752** | **$14,158** | [Liquidity and Capital Resources](index=47&type=section&id=Liquidity%20and%20Capital%20Resources) The company maintains strong liquidity with **$41.7 million** cash and **$50.0 million** available credit, sufficient for future operations - As of March 31, 2025, the company had cash and cash equivalents of **$41.7 million** and **$50.0 million** of available capacity under its Revolving Loans[174](index=174&type=chunk) - Net cash used in investing activities decreased by **$10.3 million** year-over-year, primarily due to acquisition costs incurred in Q1 2024 that did not repeat[180](index=180&type=chunk) - Net cash used in financing activities decreased by **$3.2 million** year-over-year, mainly because a **$4.1 million** share repurchase in Q1 2024 did not recur in Q1 2025[181](index=181&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=49&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, biote Corp. is exempt from market risk disclosures - The company is a smaller reporting company as defined by Item 10 of Regulation S-K and is not required to provide quantitative and qualitative disclosures about market risk[187](index=187&type=chunk) [Controls and Procedures](index=49&type=section&id=Item%204.%20Controls%20and%20Procedures) Disclosure controls were ineffective due to a material weakness in internal control over financial reporting, with remediation ongoing - Management concluded that as of March 31, 2025, the company's disclosure controls and procedures were not effective at a reasonable assurance level[189](index=189&type=chunk) - A material weakness persists from prior periods, specifically related to an insufficient complement of qualified accounting personnel and deficiencies in IT general controls (change management, user access, segregation of duties)[190](index=190&type=chunk) - Remediation efforts are ongoing, including hiring more accounting staff and implementing enhanced financial close processes, but there is no assurance the weakness will be remediated in fiscal year 2025[191](index=191&type=chunk)[192](index=192&type=chunk) [PART II. OTHER INFORMATION](index=52&type=section&id=PART%20II.%20OTHER%20INFORMATION) [Legal Proceedings](index=52&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in ongoing legal proceedings, including a **$5.0 million** settlement and appeals in the Yosaki and Mioko Trusts lawsuit - The lawsuit with Right Value Drug Stores was settled for **$5.0 million**, with **$3.5 million** paid in Q1 2025 and **$1.5 million** due in 2026[199](index=199&type=chunk) - A lawsuit filed by the Yosaki and Mioko Trusts was dismissed on March 15, 2025, but the plaintiffs appealed to the Delaware Supreme Court on April 15, 2025[201](index=201&type=chunk) - The company is actively defending against lawsuits from Cindy Latch and founder Dr. Gary S. Donovitz regarding alleged misappropriation of name, image, and likeness[203](index=203&type=chunk)[205](index=205&type=chunk) [Risk Factors](index=54&type=section&id=Item%201A.%20Risk%20Factors) Supplemental risk factors highlight that international trade policies, tariffs, and sanctions could adversely impact business costs and supply chains - The company identifies a risk that international trade policies, including tariffs and sanctions, could adversely affect its business, financial condition, and results of operations[208](index=208&type=chunk) - Specific materials sourced from overseas, such as estradiol from China and trocars from Pakistan, are mentioned as being potentially impacted by increased costs due to tariffs[209](index=209&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=56&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) No unregistered sales of equity securities occurred during the reporting period - None[215](index=215&type=chunk) [Defaults Upon Senior Securities](index=56&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) No defaults upon senior securities were reported during the period - None[216](index=216&type=chunk) [Mine Safety Disclosures](index=56&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company's operations - Not applicable[217](index=217&type=chunk) [Other Information](index=56&type=section&id=Item%205.%20Other%20Information) No other information is reported for the period - None[218](index=218&type=chunk) [Exhibits](index=57&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with Form 10-Q, including required certifications and incorporated agreements - Key exhibits filed include CEO and CFO certifications (**31.1**, **31.2**, **32.1**, **32.2**) and Inline XBRL data files[219](index=219&type=chunk)

Company Performance - Biote Corp. reported quarterly earnings of $0.08 per share, exceeding the Zacks Consensus Estimate of $0.06 per share, but down from $0.23 per share a year ago, representing an earnings surprise of 33.33% [1] - The company posted revenues of $48.99 million for the quarter ended March 2025, surpassing the Zacks Consensus Estimate by 3.51%, compared to $46.8 million in the same quarter last year [2] - Biote Corp. has surpassed consensus EPS estimates in all four of the last quarters, but has only topped consensus revenue estimates once during the same period [2] Stock Performance - Biote Corp. shares have declined approximately 45.5% since the beginning of the year, contrasting with the S&P 500's decline of 4.7% [3] - The current Zacks Rank for Biote Corp. is 3 (Hold), indicating that the shares are expected to perform in line with the market in the near future [6] Future Outlook - The consensus EPS estimate for the upcoming quarter is $0.08 on revenues of $50.2 million, and for the current fiscal year, it is $0.39 on revenues of $205.41 million [7] - The outlook for the Medical - Products industry, to which Biote Corp. belongs, is currently in the bottom 28% of over 250 Zacks industries, which may impact the stock's performance [8]

Financial Data and Key Metrics Changes - The company reported total revenue of $49 million for Q1 2025, an increase of 4.7% compared to the same period in 2024 [15] - Adjusted EBITDA decreased by 3.4% to $13.8 million, with an adjusted EBITDA margin of 28.1% [17] - Gross profit margin improved by 300 basis points to 74.3% due to vertical integration of the manufacturing facility [9][16] - Net income was $15.8 million, with diluted earnings per share of $0.37, compared to a net loss of $5.7 million in Q1 2024 [17] Business Line Data and Key Metrics Changes - Procedure revenue decreased by 3.6% to $36 million, attributed to reduced commercial effectiveness and a slowdown in new clinic additions [15] - Dietary supplement revenue increased by 25.5% to $9.3 million, primarily driven by growth in the e-commerce channel [15][16] Market Data and Key Metrics Changes - The company expects solid growth from the dietary supplements business throughout the year, despite potential challenges in the second half due to tougher comparisons [15][67] - The company anticipates a one-time charge of approximately $600,000 to $800,000 in Q2 2025 due to restructuring efforts [18] Company Strategy and Development Direction - The company announced a strategic organizational restructuring aimed at driving sustainable profitable growth and creating long-term value for shareholders [10][14] - Key objectives include accelerating new provider wins, strengthening relationships with existing top-tier providers, and improving financial performance through enhanced accountability [11][12] - The company is focused on expanding its capabilities within the hormone and therapeutic wellness space [10][12] Management's Comments on Operating Environment and Future Outlook - Management acknowledged that 2025 will be a transition year financially, but expressed confidence in the actions taken to accelerate growth and realize the company's full potential [14][20] - The management team highlighted the importance of the clinical decision support software (CDSS) launch, which has impacted new clinic starts and procedure volumes [26][30] Other Important Information - Selling, general, and administrative expenses increased by 16.4% to $26.7 million, reflecting increased investment in sales and marketing [16] - Cash and cash equivalents as of March 31, 2025, were $41.7 million, up from $39.3 million at the end of 2024 [18] Q&A Session Summary Question: Can you talk about the supplements business and if there was anything one-time in it? - Management confirmed that the strong performance in the supplements business was primarily driven by e-commerce and not due to any one-time items [23] Question: What happened with the procedures and competition? - Management indicated that the decline in procedure volume was mainly due to the launch of CDSS and ongoing competition, but no significant changes in the marketplace [25][26] Question: What is different about today's sales force realignment? - The recent realignment is focused on growth rather than cost-cutting, with a 25% increase in the field sales team to drive new clinic growth [36][37] Question: What is the status of the CDSS implementation? - Management confirmed that CDSS is fully deployed, and the focus is now on leveraging it to improve clinic performance [39][40] Question: What is the outlook for procedure revenue growth? - Management acknowledged potential risks to the 2% to 4% growth guidance for procedure revenue but expressed confidence in the overall revenue and EBITDA guidance for the year [78][80]

Financial Data and Key Metrics Changes - Total revenue increased by 4.7% to $49 million compared to the first quarter of 2024 [14] - Procedure revenue decreased by 3.6% to $36 million, primarily due to reduced commercial effectiveness and a slowdown in new clinic additions [14] - Dietary supplement revenue increased by 25.5% to $9.3 million, driven by growth in the e-commerce channel [14] - Gross profit margin improved by 300 basis points to 74.3% due to vertical integration of the 503B manufacturing facility [7][15] - Adjusted EBITDA decreased by 3.4% to $13.8 million, with an adjusted EBITDA margin of 28.1% [17] - Net income was $15.8 million, including a $10.7 million gain from changes in fair value of earn-out liabilities [16] Business Line Data and Key Metrics Changes - The dietary supplements business showed strong performance, particularly in e-commerce, with no one-time items affecting results [23][24] - Procedure revenue decline was attributed to a slowdown in new clinic additions and a minor decrease in procedure volumes [7][14] Market Data and Key Metrics Changes - The company experienced competitive pressures impacting procedure revenue, but no significant changes in the marketplace were noted [25][26] - The attrition rate remained stable at around 5%, with a slight uptick believed to be temporary [50] Company Strategy and Development Direction - The company announced a strategic organizational restructuring aimed at driving sustainable profitable growth and creating long-term value for shareholders [9][10] - Key objectives include accelerating new provider wins, strengthening relationships with existing top-tier providers, and improving financial performance through enhanced accountability [10][12] - The company is focused on expanding its nationwide network and improving sales productivity by increasing the field sales team by approximately 25% [10][11] Management's Comments on Operating Environment and Future Outlook - Management expects 2025 to be a transition year financially, with confidence in the actions taken to accelerate growth and realize full potential [13][20] - The company maintains its guidance for 2025 revenue between $200 million to $208 million and adjusted EBITDA of $59 million to $64 million [18] Other Important Information - The company expects to incur a one-time charge of approximately $600,000 to $800,000 in the second quarter of 2025 due to restructuring [18] Q&A Session Summary Question: Can you talk more about the supplements business and if there was anything one-time in it? - Management confirmed solid performance in the e-commerce business with no one-time items affecting results [23][24] Question: What happened with the procedures, and is there anything changing in the marketplace? - Management noted that the decline in procedure revenue was mainly volume-related, with no significant changes in the marketplace [25][26] Question: What is different about today's sales force realignment announcement? - The current realignment is focused on growth, not cost-cutting, and aims to increase sales productivity [34][35] Question: Can you elaborate on the decline in volume from the base business? - The decline was mainly due to lower contributions from new starts and a slight uptick in attrition, which is expected to stabilize [50][52] Question: What gives you confidence in the 2% to 4% procedure revenue growth guidance? - Management acknowledged potential risks but expressed confidence in the overall guidance for revenue and EBITDA, emphasizing the need for effective execution of changes [75][76]

[Biote Q1 2025 Financial Results](index=1&type=section&id=Biote%20Reports%20First%20Quarter%202025%20Financial%20Results) [First Quarter 2025 Financial Highlights](index=1&type=section&id=First%20Quarter%202025%20Financial%20Highlights) Biote reported Q1 2025 revenue of **$49.0 million** (+4.7% YoY) and a net income of **$15.8 million**, a significant turnaround from prior year loss Q1 2025 Key Financial Metrics | Metric | Q1 2025 | Q1 2024 | Change | | :--- | :--- | :--- | :--- | | Revenue | $49.0 million | $46.8 million | +4.7% YoY | | Gross Profit Margin | 74.3% | 71.3% | +3.0 p.p. | | Net Income (Loss) | $15.8 million | $(5.7) million | N/A | | Diluted EPS | $0.37 | $(0.12) | N/A | | Adjusted EBITDA | $13.8 million | $14.2 million | -2.8% YoY | | Adjusted EBITDA Margin | 28.1% | 30.4% | -2.3 p.p. | [2025 First Quarter Financial Review](index=2&type=section&id=2025%20First%20Quarter%20Financial%20Review) Total revenue grew **4.7%** to **$49.0 million**, driven by dietary supplements, while gross margin improved to **74.3%** due to vertical integration Q1 2025 Revenue Breakdown (YoY) | Revenue Stream | Q1 2025 | Change (YoY) | | :--- | :--- | :--- | | Total Revenue | $49.0 million | +4.7% | | Procedure Revenue | N/A | -3.6% | | Dietary Supplement Revenue | N/A | +25.5% | - Gross profit margin increased to **74.3%** from **71.3%** in Q1 2024, primarily due to the vertical integration of the company's 503B manufacturing facility and effective cost management[7](index=7&type=chunk) - Net income for Q1 2025 was **$15.8 million**, which included a gain of **$10.7 million** from changes in the fair value of earnout liabilities, contrasting with a net loss of **$(5.7) million** in Q1 2024 that included a loss of **$(12.1) million** from the same liabilities[8](index=8&type=chunk) - Adjusted EBITDA and its margin decreased to **$13.8 million** and **28.1%** respectively, down from **$14.2 million** and **30.4%** in the prior-year period, primarily due to increased sales and marketing activities[9](index=9&type=chunk) [Subsequent Event: Organizational Restructuring](index=2&type=section&id=Subsequent%20Event) Biote announced a strategic organizational restructuring of its commercial teams to drive new clinic growth and improve financial performance, expecting **$0.6 million to $0.8 million** in Q2 2025 severance costs - The company is undertaking a strategic organizational restructuring with key actions including realigning the commercial organization, increasing sales representatives by **25%**, streamlining sales leadership, and aligning sales compensation with goals[10](index=10&type=chunk) - The company expects to incur a charge of approximately **$0.6 million to $0.8 million** in Q2 2025 for severance costs related to the restructuring[11](index=11&type=chunk) [2025 Financial Outlook](index=3&type=section&id=2025%20Financial%20Outlook) Biote maintained its full-year 2025 guidance, projecting revenue between **$202 million and $208 million** and Adjusted EBITDA between **$59 million and $64 million** Full Year 2025 Guidance | Metric | 2025 Guidance Range ($ in millions) | | :--- | :--- | | Revenue | $202 - $208 | | Adjusted EBITDA | $59 - $64 | - For the full year 2025, the company expects procedure revenue to increase approximately **2-4%** and dietary supplements revenue to increase approximately **5-10%** from 2024[17](index=17&type=chunk) - For the second quarter of 2025, the Company expects revenue and Adjusted EBITDA to be similar to or slightly higher than that of the second quarter of 2024[13](index=13&type=chunk) [Financial Tables](index=6&type=section&id=Financial%20Tables) This section provides detailed unaudited consolidated financial statements, including Balance Sheets, Statements of Operations, Cash Flows, and Adjusted EBITDA reconciliation [Condensed Consolidated Balance Sheets](index=6&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Balance Sheet Highlights (in thousands) | Account | March 31, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Cash and cash equivalents | $41,700 | $39,342 | | Total current assets | $68,680 | $68,127 | | Total assets | $123,379 | $122,370 | | Total current liabilities | $48,470 | $51,514 | | Total liabilities | $208,205 | $224,570 | | Total stockholders' deficit | $(84,826) | $(102,200) | [Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Income%20(Loss)) Statement of Operations Highlights (in thousands, except per share data) | Account | Three Months Ended Mar 31, 2025 | Three Months Ended Mar 31, 2024 | | :--- | :--- | :--- | | Total revenue | $48,992 | $46,804 | | Gross Profit | $36,382 | $33,352 | | Income from operations | $9,690 | $10,427 | | Net income (loss) | $15,839 | $(5,726) | | Diluted EPS | $0.37 | $(0.12) | [Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Cash Flow Highlights (in thousands) | Activity | Three Months Ended Mar 31, 2025 | Three Months Ended Mar 31, 2024 | | :--- | :--- | :--- | | Net cash provided by operating activities | $6,467 | $7,372 | | Net cash used in investing activities | $(1,848) | $(12,176) | | Net cash used in financing activities | $(2,257) | $(5,409) | | Net increase (decrease) in cash | $2,358 | $(10,215) | | Cash and cash equivalents at end of period | $41,700 | $78,787 | [Reconciliation of Adjusted EBITDA to Net Income (Loss)](index=9&type=section&id=Reconciliation%20of%20Adjusted%20EBITDA%20to%20Net%20Income%20(Loss)) Reconciliation of Net Income (Loss) to Adjusted EBITDA (in thousands) | Metric | Three Months Ended Mar 31, 2025 | Three Months Ended Mar 31, 2024 | | :--- | :--- | :--- | | Net income (loss) | $15,839 | $(5,726) | | Adjustments (Interest, Taxes, D&A, etc.) | $(2,087) | $19,968 | | Adjusted EBITDA | $13,752 | $14,242 |