Description of Business—biote Corp. (inclusive of its consolidated subsidiaries, the “Company” or “Biote”) is a Delaware incorporated company headquartered in Irving, Texas. The Company was founded in 2012 and trains physicians and nurse practitioners in therapeutic wellness and hormone optimization using bio-identical hormone replacement pellet therapy in men and women experiencing hormonal imbalance.

On May 26, 2022 (the “Closing Date”), BioTE Holdings, LLC (“Holdings,” inclusive of its direct and indirect subsidiaries, the “BioTE Companies,” and as to its members, the “Members”) completed a series of transactions (the “Business Combination”) with Haymaker Acquisition Corp. III (“Haymaker”), Haymaker Sponsor III LLC (the “Sponsor”), BioTE Management, LLC, Dr. Gary S. Donovitz, in his individual capacity, and Teresa S. Weber, in her capacity as the Members’ representative (in such capacity, the “Members’ Representative”) pursuant to the business combination agreement (the “Business Combination Agreement”) dated December 13, 2021 (the “Closing”). As a result of the Business Combination, Haymaker was renamed “biote Corp.”

Basis of Presentation—The unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial reporting and therefore do not include all information and disclosures normally included in the annual consolidated financial statements. The unaudited condensed consolidated financial statements include the accounts of Biote and its subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

Unaudited Interim Financial Information—In the opinion of the Company, the accompanying unaudited condensed consolidated financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair presentation of its financial position and its results of operations, changes in stockholders’ equity (deficit) and cash flows. The unaudited condensed consolidated balance sheet as of December 31, 2023, was derived from audited annual financial statements but does not contain all of the footnote disclosures from the annual financial statements. The accompanying unaudited condensed consolidated financial statements and related financial information should be read in conjunction with the audited consolidated financial statements and the related notes thereto included in the 2023 Form 10-K.

Subsequent to the issuance of its financial statements for the quarter ended June 30, 2024, the Company identified certain errors in the calculations used to record activity and balances related to noncontrolling interest. The impact of the errors was an overstatement of net loss attributable to noncontrolling interest of $2.2 million, $0.9 million, and $3.0 million for the three months ended March 31, 2024, the three months ended June 30, 2024, and the six months ended June 30, 2024, respectively, and an overstatement of noncontrolling interest of $0.7 million as of March 31, 2024.

In accordance with Staff Accounting Bulletin (“SAB”) No. 99, Materiality and SAB No. 108, Considering the Effects of Prior Year Misstatements When Quantifying Misstatements in Current Year Financial Statements, the Company evaluated quantitative and qualitative factors and determined that it was not material to any previously issued interim condensed consolidated financial statements. However, adjusting for the cumulative effect of this error in the condensed consolidated statement of operations and comprehensive income (loss) for the three months ended September 30, 2024 would be material to the Company’s results for this period as the cumulative amount of the error increased over time. As such, the Company has revised its previously issued condensed consolidated financial statements to correct the errors.

The accompanying financial statements and relevant footnotes to the condensed consolidated financial statements in this Form 10-Q have been revised to correct for the immaterial errors discussed above. The Company will also correct previously reported financial information for such immaterial errors in future filings, as applicable (please refer to “Part II, Item 5. Other Information” below for additional information). The tables below provide reconciliations of our previously reported amounts to our revised amounts to correct for the immaterial errors.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) (unaudited)


										Total						Total
										Stockholders’						Stockholders’
										Deficit						Deficit			Non-						Non-
	Accumulated			Adjustment			Accumulated			Attributable to			Adjustment			Attributable to			controlling			Adjustment			controlling
	Deficit			Noncontrolling Interest			Deficit			biote Corp.			Noncontrolling Interest			biote Corp.			Interest			Noncontrolling Interest			Interest
(in thousands)	As Previously Reported			Re-allocation			As Revised			As Previously Reported			Re-allocation			As Revised			As Previously Reported			Re-allocation			As Revised
Balance at December 31, 2023	$	(29,391	)	$	—			(29,391	)	$	(29,397	)	$	—		$	(29,397	)	$	(7,149	)	$	—		$	(7,149	)

Distributions		—			—			—			—			—			—			(2,112	)		—			(2,112	)
Net loss		(2,070	)		(2,091	)		(4,161	)		(2,070	)		(2,091	)		(4,161	)		(3,740	)		2,175			(1,565	)
Other comprehensive income (loss)		—			—			—			(2	)		—			(2	)		(3	)		—			(3	)
Share-based compensation		1,763			—			1,763			1,763			—			1,763			—			—			—
Vesting of RSUs		(155	)		65			(90	)		(155	)		65			(90	)		155			(65	)		90
Exercise of stock options		(1,831	)		900			(931	)		(1,831	)		900			(931	)		2,155			(900	)		1,255
Common stock repurchased		—			—			—			(4,088	)		—			(4,088	)		—			—			—
Shares issued in connection with acquisition		381			498			879			381			498			879			1,193			(498	)		695

Balance at March 31, 2024	$	(31,303	)	$	(628	)	$	(31,931	)	$	(35,399	)	$	(628	)	$	(36,027	)	$	(9,501	)	$	712		$	(8,789	)

Distributions		—			—			—			—			—			—			(2,091	)		—			(2,091	)
Net loss		(6,322	)		(765	)		(7,087	)		(6,322	)		(765	)		(7,087	)		(4,153	)		872			(3,281	)
Other comprehensive income (loss)		—			—			—			(3	)		—			(3	)		—			—			—
Share-based compensation		2,841			—			2,841			2,841			—			2,841			—			—			—
Vesting of RSUs		(19,536	)		1,777			(17,759	)		(19,543	)		1,777			(17,766	)		19,543			(1,777	)		17,766
Issuance of stock under purchase plans		(812	)		87			(725	)		(812	)		87			(725	)		958			(87	)		871
Exercise of stock options		(2,827	)		278			(2,549	)		(2,828	)		278			(2,550	)		3,066			(278	)		2,788
Common stock repurchased		—			—						(1,511	)		—			(1,511	)		—			—			—
Shares issued in connection with acquisition		267			—			267			267			—			267			—			—			—
Exchanges of Class V voting stock		4,022			(366	)		3,656			4,024			(366	)		3,658			(4,024	)		366			(3,658	)
Legal Settlement - Repurchase of Shares		(126,306	)		(192	)		(126,498	)		(126,308	)		(192	)		(126,500	)		(2,108	)		192			(1,916	)
Legal Settlement - Liabilities		41,424			—			41,424			41,424			—			41,424			—			—			—
TRA liability		829			—			829			829			—			829			—			—			—

Balance at June 30, 2024	$	(137,723	)	$	191		$	(137,532	)	$	(143,341	)	$	191		$	(143,150	)	$	1,690		$	—		$	1,690