UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 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 of i ...

Biote ended 2025 with “over 90 salespeople,” up from about 60 at the time of the sales reorganization in May. Christensen said new team members helped stabilize clinic attrition and maximize new clinic starts in the fourth quarter. He also noted an acceleration in practitioner training attendance beginning in mid-November, with training sessions running at full capacity. Christensen described newly certified practitioners as a leading indicator of future procedure growth and said the company plans to contin ...

Financial Data and Key Metrics Changes - Fourth quarter revenue was $46.4 million, a decrease of 6.9% compared to the same quarter in 2024 [12] - Procedure revenue declined 13% to $31.8 million, while dietary supplement revenue grew 16% to $11.7 million [12][13] - Gross profit margin was 68.0%, down from 71.8%, primarily due to a $1.3 million charge related to a voluntary recall [14] - Net income for the fourth quarter was $2.6 million, with diluted earnings per share of $0.06, compared to $3.5 million and $0.10 in the previous year [15] - Adjusted EBITDA decreased to $11.7 million with an adjusted EBITDA margin of 25.2%, down from $15.1 million and 30.3% [16] Business Line Data and Key Metrics Changes - Procedure revenue was primarily impacted by a lower number of net new clinic additions and lower procedure volume [12] - Dietary supplement revenue growth was driven by the continued expansion of the e-commerce channel [13] - The company anticipates dietary supplement revenue to grow at a mid to high-single-digit rate in 2026 [14] Market Data and Key Metrics Changes - The company ended 2025 with over 90 salespeople, up from approximately 60 at the time of the sales reorganization [8] - The number of new Biote certified practitioners is a leading indicator of future procedure growth, with training sessions at full capacity [8] Company Strategy and Development Direction - The company aims to prioritize and accelerate new clinic growth, maximize value from existing top-tier clinics, and strengthen accountability and discipline throughout the organization [6][9] - In 2026, the company plans to expand its sales personnel from over 90 to approximately 120 and invest in technology to enhance the practitioner journey [10][11] - The company is focused on operational excellence and improving internal processes to drive sustainable growth in the hormone replacement and therapeutic wellness market [9] Management's Comments on Operating Environment and Future Outlook - Management expressed cautious optimism about re-accelerating procedure revenue growth and scaling the business with greater efficiency [9] - The company anticipates a decrease in procedure revenue in the first half of 2026, with a return to growth expected in the second half [17] - Planned investments in sales and technology capabilities are expected to impact adjusted EBITDA in 2026 but are seen as essential for long-term growth [11][17] Other Important Information - The company is working closely with the FDA regarding a voluntary recall and has received positive feedback on its communication and handling of the situation [22] - The company is monitoring the impacts of the recall on its operations and customer relationships [30][50] Q&A Session Summary Question: Impact of FDA's removal of black box warnings for certain HRTs - Management views the removal as a positive tailwind, recognizing hormone optimization as a beneficial option for patients [21] Question: Details on procedure revenue growth and competitive environment - The decline in procedure revenue is attributed to higher attrition rates and lower volumes, with expectations for growth in the second half of 2026 [25][32] Question: EBITDA guidance and investment impacts - The anticipated decline in EBITDA is primarily due to investments in sales personnel and technology, aimed at driving future growth [34][39] Question: Areas of focus for technology platform improvements - The company is enhancing the practitioner experience through system improvements, both internally and with external support [44][47] Question: Timeline for ramping up Asteria production post-recall - The company aims to return to previous production levels as soon as possible, with ongoing monitoring of inventory levels [53][58]

Financial Data and Key Metrics Changes - Fourth quarter revenue was $46.4 million, a decrease of 6.9% compared to the same quarter in 2024 [12] - Procedure revenue declined 13% to $31.8 million, while dietary supplement revenue grew 16% to $11.7 million [12][13] - Gross profit margin was 68.0%, down from 71.8%, primarily due to a $1.3 million charge related to a voluntary recall [14] - Adjusted EBITDA decreased to $11.7 million with an adjusted EBITDA margin of 25.2%, compared to $15.1 million and 30.3% in the previous year [16] Business Line Data and Key Metrics Changes - Procedure revenue was primarily impacted by a lower number of net new clinic additions and lower procedure volume [12] - Dietary supplement revenue growth was driven by the continued expansion of the e-commerce channel [13] - The company anticipates dietary supplement revenue to grow at a mid- to high-single-digit rate in 2026 [14] Market Data and Key Metrics Changes - The company ended 2025 with over 90 salespeople, up from approximately 60 at the time of the sales reorganization [8] - The number of new Biote certified practitioners is a leading indicator of future procedure growth, with training sessions at full capacity [8] Company Strategy and Development Direction - The company aims to prioritize new clinic growth, maximize value from existing clinics, and strengthen accountability and discipline [6][9] - In 2026, the company plans to expand its sales personnel from over 90 to approximately 120 and invest in technology to enhance the practitioner experience [10][11] - The company is focused on operational excellence and improving internal processes to drive sustainable growth [9] Management's Comments on Operating Environment and Future Outlook - Management expressed cautious optimism about re-accelerating procedure revenue growth and scaling the business more efficiently [9] - The company expects procedure revenue to decrease at a mid- to high-single-digit percentage rate in the first half of 2026, with a return to growth anticipated in the second half [17] - Planned investments in 2026 are expected to impact adjusted EBITDA but are seen as essential for long-term growth [11] Other Important Information - Cash flow from operations for 2025 was $35.2 million, with cash and cash equivalents at $24.1 million as of December 31, 2025 [16] Q&A Session Summary Question: Impact of FDA's removal of black box warnings for certain HRTs - Management views the removal as a positive tailwind, recognizing hormone optimization as a beneficial option for patients [21] Question: Details on the voluntary recall and FDA feedback - The company is working closely with the FDA and has received positive feedback regarding the recall process [22] Question: Procedure revenue growth in the first half of 2026 - The decline is attributed to higher attrition rates and lower volumes, with expectations for growth in the second half of 2026 [25][26] Question: Anticipated procedure revenue decline in Q1 versus Q4 - Management expects stabilization in attrition and monitoring of new customer growth, with a focus on the impact of the recall [30][33] Question: Clarification on EBITDA guidance - The decrease in EBITDA is primarily due to investments in sales personnel and technology to drive future growth [34][37] Question: Areas of focus for improving the tech platform - The company aims to enhance the practitioner experience through system improvements, both internally and with outside help [43][46] Question: Quarterly sales decline expectations for Q1 - Management anticipates a similar decline to Q4, with a focus on stabilizing attrition and monitoring recall impacts [48][49] Question: Current pellet supply through Asteria - The company is currently at about 50/50 on overall pellets being used from Asteria versus other providers, with plans to increase Asteria's share [52][56]

Financial Performance - Total revenue for Q3 2025 was $47.956 million, a decrease of 8.3% compared to $51.384 million in Q3 2024[17] - Product revenue decreased to $46.953 million in Q3 2025 from $49.806 million in Q3 2024, reflecting a decline of 5.7%[17] - Net income attributable to biote Corp. stockholders for Q3 2025 was $8.188 million, down from $10.702 million in Q3 2024, a decrease of 23.5%[17] - The company reported a comprehensive income of $9.216 million for Q3 2025, down from $12.649 million in Q3 2024[17] - For the nine months ended September 30, 2025, net income was $28.98 million compared to a net loss of $3.44 million in the same period of 2024, representing a significant turnaround[25] - Net income for the three months ended September 30, 2025, was $9.216 million, down from $12.657 million in the prior year, representing a decline of 27.4%[128] - Adjusted EBITDA for the three months ended September 30, 2025, was $12.881 million, compared to $16.202 million in 2024, reflecting a decrease of 20.5%[141] - Net income for the nine months ended September 30, 2025 was $28.98 million, compared to a net loss of $3.44 million in the same period of 2024[169] Assets and Liabilities - Total assets decreased to $111.324 million as of September 30, 2025, from $122.370 million as of December 31, 2024, a decline of 9.0%[14] - Current liabilities increased to $56.308 million as of September 30, 2025, compared to $51.514 million as of December 31, 2024, an increase of 9.0%[14] - The accumulated deficit improved to $(63.760) million as of September 30, 2025, from $(100.297) million as of December 31, 2024[14] - Long-term debt, net of current portion, decreased to $97,130,000 as of September 30, 2025, from $101,199,000 as of December 31, 2024, a decline of approximately 4.0%[74] - The earnout liability was recorded at $5,359,000 as of September 30, 2025, down from $17,235,000 as of December 31, 2024, reflecting a significant decrease of approximately 68.9%[80] Cash Flow and Investments - Net cash provided by operating activities for the nine months ended September 30, 2025, was $27.63 million, a decrease of 16.8% from $32.88 million in 2024[25] - The company reported a net cash used in investing activities of $4.50 million for the nine months ended September 30, 2025, compared to $17.49 million in 2024, indicating a reduction in investment outflows[25] - Net cash used in financing activities was $34.42 million for the nine months ended September 30, 2025, down from $66.15 million in 2024, reflecting improved cash management[25] - Cash payments required under repurchase liabilities decreased by $37.1 million to $25.1 million in 2025 compared to $62.2 million in 2024, with approximately 67.4% of the liabilities repaid as of September 30, 2025[192] Expenses - Selling, general and administrative expenses rose to $26.151 million in Q3 2025, compared to $23.922 million in Q3 2024, an increase of 9.6%[17] - Interest expense, net decreased by $0.8 million to $2.733 million, primarily due to a lower principal balance on the Term Loan[165] - Selling, general and administrative expenses increased by $2.6 million, or 3.6%, to $77.1 million, primarily due to a $2.0 million increase in marketing expenses[173] Competition and Market Conditions - The company faces significant competition and regulatory challenges that may impact future growth and market expansion[12] - Inflationary factors and supply chain constraints may lead to increased operating costs in the near future[143] - The company continues to monitor global economic conditions and their potential impact on liquidity and capital access[142] Shareholder Activities - The total number of Class A common shares repurchased was 1,011,760, resulting in a reduction of $3,365,000 in stockholders' equity[20] - The Company approved a share repurchase program for up to $20.0 million of its Class A common stock as of January 24, 2024[101] - As of September 30, 2025, the remaining balance of the repurchase program was $11.0 million, with 1,011,767 shares repurchased for a total of $3.4 million at an average price of $3.28 per share[102] Acquisitions - The company acquired F.H. Investments Inc. (Asteria Health) for a total consideration of $9.0 million, which included $8.5 million in cash payments[49] - The total cash consideration for the acquisition of Asteria Health was $8.476 million, with goodwill amounting to $5.833 million[51] - The identifiable intangible assets from the acquisition of Simpatra included developed technology and customer relationships, valued using the multi-period excess earnings method (MPEEM)[57] Taxation - The Company recorded an income tax benefit of $0.8 million for the three months ended September 30, 2025, compared to an income tax expense of $3.2 million for the same period in 2024[98] - Income tax expense decreased by $2.7 million for the nine months ended September 30, 2025, driven by lower forecasted profit before tax[177]

分组1 - biote Corp. reported quarterly earnings of $0.22 per share, exceeding the Zacks Consensus Estimate of $0.05 per share, but down from $0.33 per share a year ago, resulting in an earnings surprise of +340.00% [1] - The company achieved revenues of $47.96 million for the quarter ended September 2025, surpassing the Zacks Consensus Estimate by 0.54%, although this is a decrease from $51.38 million in the same quarter last year [2] - biote Corp. has surpassed consensus EPS estimates in all four of the last quarters and has topped consensus revenue estimates two times during the same period [2] 分组2 - The stock has underperformed significantly, losing about 53.7% since the beginning of the year, while the S&P 500 has gained 15.1% [3] - The current consensus EPS estimate for the upcoming quarter is $0.06 on revenues of $46.9 million, and for the current fiscal year, it is $0.58 on revenues of $192.59 million [7] - The Medical - Products industry, to which biote Corp. belongs, is currently ranked in the bottom 40% of over 250 Zacks industries, indicating potential challenges for stock performance [8]

Financial Data and Key Metrics Changes - Third quarter revenue was $48.0 million, a decrease of 6.7% compared to the same period in 2024 [12] - Procedure revenue declined 10.4%, while dietary supplements revenue grew 8.4% to $11.2 million [12][14] - Gross profit margin improved to 71.8%, a 150 basis point increase due to cost savings from vertical integration [14] - Net income was $9.2 million, with diluted earnings per share of $0.22, down from $12.7 million and $0.33 respectively in the prior year [15] - Adjusted EBITDA decreased 20.5% to $12.9 million, with an adjusted EBITDA margin of 26.9% [16] Business Line Data and Key Metrics Changes - Procedure revenue was primarily impacted by a slower rate of new clinic additions and lower procedure volume [12] - Dietary supplements revenue growth was driven by the continued growth of the e-commerce channel [13] - The company anticipates mid-teens revenue growth from the dietary supplements business for the 2025 fiscal year [13] Market Data and Key Metrics Changes - The company has secured 44 state licenses for its primary pellet production facility, Asteria, which is currently supplying over 50% of the pellets ordered by practitioners [14] - The ongoing transformation of the commercial team has created headwinds for procedure revenue in the short term [12][16] Company Strategy and Development Direction - The company is focused on three strategic priorities: accelerating growth from new providers, maximizing value from top-tier clinics, and improving financial performance through greater accountability [5][10] - The company hosted its annual marketing event, which attracted over 800 attendees, reinforcing its leadership in hormone optimization therapy [9][10] - The company is committed to enhancing its sales team and improving internal processes to support operational excellence and long-term value creation [11] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the strategic path set for the company, emphasizing the need for disciplined execution and alignment on vision [19] - The company reiterated its fiscal 2025 revenue guidance of above $190 million and adjusted EBITDA guidance of above $50 million [18] Other Important Information - The company repurchased approximately 1 million shares of its Class A common stock at an average price of $3.28 per share [17] - The company amended its settlement agreements with key shareholders, resulting in significant cash flow savings [17][45] Q&A Session Summary Question: What is the current pace of hiring sales personnel? - Management indicated that hiring has improved, with approximately 85% of the targeted sales rep headcount expected to be reached by the end of the year [22][23] Question: How is the transition impacting the number of procedures? - The transition has led to lower volumes due to slower new starts and higher attrition, but efforts are being made to remedy these issues [24][25] Question: What feedback was received from practitioners at the marketing event? - The event was well-received, with positive feedback on the speakers and the overall experience, reinforcing the company's value proposition [34][35] Question: Has the attrition rate stabilized? - The attrition rate remains elevated, similar to previous quarters, with competition and internal changes contributing to the situation [41][42] Question: Can you provide details on the Donovitz transactions? - The company achieved significant cash flow savings through the amended agreements with Marcy and Gary Donovitz, which also included extended non-compete clauses [45][70]

Financial Performance - Total revenue for Q3 2025 was $48.0 million, a decrease of 6.7% from $51.4 million in the prior year[5]. - Total revenue for Q3 2025 was $47,956,000, a decrease of 8.3% compared to $51,384,000 in Q3 2024[27]. - Product revenue decreased to $46,953,000 in Q3 2025 from $49,806,000 in Q3 2024, representing a decline of 5.7%[27]. - Net income was $9.2 million, with diluted earnings per share of $0.22, compared to $12.7 million and $0.33 in the prior year[7]. - Net income for Q3 2025 was $9,216,000, a decrease of 27.4% from $12,657,000 in Q3 2024[31]. - Net income attributable to Biote Corp. stockholders for Q3 2025 was $8,188,000, down from $10,702,000 in Q3 2024, a decrease of 23.5%[27]. - Adjusted EBITDA was $12.9 million, a decrease of 20.5% from $16.2 million, with an Adjusted EBITDA margin of 26.9%[8]. - Adjusted EBITDA for Q3 2025 was $12,881,000, representing a margin of 26.9%, compared to 31.5% in Q3 2024[31]. - Adjusted EBITDA for the nine months ended September 30, 2025 was $41,807,000, slightly down from $43,102,000 in 2024[31]. - Operating income decreased by 32.1% to $8.3 million due to reduced gross profit and higher operating expenses[6]. Revenue Breakdown - Procedure revenue declined by 10.4%, while dietary supplements revenue grew by 8.4%[5]. - The annual provider conference was shifted to Q3 2025, impacting operating expenses and procedure revenue[6][8]. Cash Flow and Assets - Cash and cash equivalents decreased to $28,048,000 as of September 30, 2025, from $39,342,000 at the end of 2024, a decline of 28.6%[28]. - Total assets decreased to $111,324,000 as of September 30, 2025, down from $122,370,000 at the end of 2024, a reduction of 9.0%[25]. - Total liabilities decreased to $176,791,000 as of September 30, 2025, compared to $224,570,000 at the end of 2024, a decrease of 21.3%[25]. - Operating cash flow for the nine months ended September 30, 2025, was $27,625,000, down from $32,875,000 in the same period of 2024, a decline of 16.9%[28]. Expenses - Selling, general and administrative expenses increased to $26,151,000 in Q3 2025 from $23,922,000 in Q3 2024, an increase of 9.6%[27]. - Interest expense for Q3 2025 was $2,733,000, a decrease from $3,542,000 in Q3 2024[31]. - Litigation expenses for Q3 2025 totaled $323,000, compared to $401,000 in Q3 2024[31]. - The company incurred $586,000 in restructuring-related expenses for the nine months ended September 30, 2025[31]. Shareholder Actions - Biote repurchased approximately one million shares of Class A common stock in Q3 2025[11]. - The company reiterated its 2025 financial outlook, forecasting revenue above $190 million and Adjusted EBITDA above $50 million[12]. - Biote continues to focus on strategic priorities to drive sustainable growth and enhance shareholder value[11].

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