UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______________ to ______________ Commission File Number: 001-40128 biote Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 85-1791125 (State ...

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 |

Revenue Growth - Revenue for the year ended December 31, 2024, was $197.2 million, up from $185.4 million in 2023, representing a growth of approximately 9.7%[37] - The compound annual growth rate (CAGR) for procedure revenue from 2019 to 2024 was 8.9%[37] - The total U.S. market opportunity for hormone replacement therapy (HRT) products is estimated to exceed $7 billion, with an expected annual growth rate of 7% through 2026[25] Market Opportunity - Approximately 20 million men over age 45 in the U.S. are affected by hypogonadism, with only about 10 million (12%) undergoing testosterone treatment[26] - An average of 27 million women between the ages of 45 and 64 experience menopause annually, yet only 28% (approximately 13 million) undergo HRT[26] Practitioner Engagement - Biote-certified practitioners have performed approximately five million hormone optimization procedures, with over 400,000 active patients as of December 31, 2024[29] - The retention rate among Biote-certified practitioners is over 95% as of December 31, 2024[33] - Biote has contracted with over 8,600 practitioners who have adopted the Biote Method in their practices[33] Product Offerings - Biote-branded dietary supplements represent approximately 18% of annual revenues, with an average supplement volume per practice of approximately $9,100 as of 2024[47] - The company has expanded its product offerings to include 24 dietary supplements since 2013, with prices ranging from $9.46 to $50.45[60] - Biote's dietary supplement business has grown at an 11.5% CAGR from 2019 to 2024[93] Revenue Sources - The service fees generated from hormone replacement therapy (HRT) procedures utilizing pellets accounted for approximately 76% of total revenue in 2024[71] - Biote-branded dietary supplement sales accounted for approximately 18% of total revenue in 2024, with 76% of partnered clinics offering these products[60] Operational Infrastructure - The company employs a 123-person sales force to attract new practitioners and support existing clinics, enhancing overall productivity[73] - The company has developed a comprehensive platform that includes education, training, and practice management tools specifically for hormone optimization[42] - As of December 31, 2024, Biote has contracted with over 8,600 certified practitioners across more than 4,700 partnered clinics, with 900 new clinics added in 2024, contributing to 66% of revenue growth[68] Compliance and Regulatory Environment - The healthcare regulatory landscape is complex and subject to rapid changes, which may impact the company's operations and compliance[119] - The company is subject to various federal and state healthcare regulations, including the Health Insurance Portability and Accountability Act (HIPAA), which mandates the protection of sensitive patient health information[164] - The company must navigate complex state and federal healthcare fraud and abuse laws, which could result in fines and restrictions on its operations if violated[159] Market Challenges - The hormone replacement therapy market is highly competitive, with over 30 brands in the dietary supplement space, posing challenges for market penetration and share[195] - Future revenue growth could slow or decline due to increasing competition and market saturation, impacting profitability[202] - The company faces risks related to potential violations of federal and state healthcare laws, which could lead to legal and financial repercussions[209] International Expansion - The company plans to expand operations into new international markets, including Argentina, Brazil, Colombia, and Canada, which will involve significant resources and management attention[221] - Expansion into new markets may face regulatory, economic, and political risks, including localization of the platform and compliance with local data privacy laws[222] Employee and Practitioner Relations - The company is highly dependent on key personnel, and losing any of them could severely disrupt operations and growth prospects[204] - Attracting and retaining contracts with Biote-certified practitioners and clinics is crucial for maintaining business and brand image[205] Financial Reporting and Structure - Biote Holdings, LLC completed a business combination with Haymaker Acquisition Corp. III, resulting in the formation of biote Corp. on May 26, 2022[172] - The company operates under an umbrella partnership-C corporation (Up-C) structure, which may have implications for its financial reporting and tax obligations[172] Supply Chain and Inventory Management - The company has increased its safety stock for dietary supplements from three weeks to four weeks due to global supply chain disruptions[109] - The reliance on third-party manufacturers for dietary supplements entails risks, including potential inventory shortages and compliance issues, which could adversely affect the company's operations[182]