Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2024 | May 07, 2024 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2024 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | BTMD | |
Entity Registrant Name | biote Corp. | |
Entity Central Index Key | 0001819253 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Title of 12(b) Security | Class A common stock, par value $0.0001 per share | |
Security Exchange Name | NASDAQ | |
Entity File Number | 001-40128 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 85-1791125 | |
Entity Address, Address Line One | 1875 W. Walnut Hill Ln | |
Entity Address, Address Line Two | #100 | |
Entity Address, City or Town | Irving | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 75038 | |
City Area Code | 844 | |
Local Phone Number | 604-1246 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Class A Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 30,320,599 | |
Class V Voting Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 31,715,880 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Current assets | ||
Cash and cash equivalents | $ 78,787 | $ 89,002 |
Accounts receivable, net | 8,022 | 6,809 |
Inventory, net | 18,917 | 17,307 |
Other current assets | 8,635 | 9,225 |
Total current assets | 114,361 | 122,343 |
Property and equipment, net | 2,191 | 1,218 |
Capitalized software, net | 4,930 | 4,973 |
Goodwill | 5,525 | |
Intangible assets, net | 6,015 | |
Operating lease right-of-use assets | 2,202 | 1,877 |
Deferred tax asset | 24,884 | 24,884 |
Total assets | 160,108 | 155,295 |
Current liabilities | ||
Accounts payable | 4,196 | 4,155 |
Accrued expenses | 9,729 | 8,497 |
Term loan, current | 6,250 | 6,250 |
Deferred revenue, current | 2,876 | 3,002 |
Earnout liabilities, current | 600 | |
Operating lease liabilities, current | 406 | 311 |
Total current liabilities | 24,057 | 22,215 |
Term loan, net of current portion | 105,270 | 106,630 |
Deferred revenue, net of current portion | 1,426 | 1,322 |
Operating lease liabilities, net of current portion | 1,917 | 1,680 |
TRA liability | 18,894 | 18,894 |
Earnout liabilities, net of current portion | 53,444 | 41,100 |
Total liabilities | 205,008 | 191,841 |
Commitments and contingencies (See Note 19) | ||
Stockholders' Deficit | ||
Preferred stock, $0.0001 par value, 10,000,000 shares authorized; no shares issued or outstanding as of March 31, 2024 and December 31, 2023 | ||
Additional paid-in capital | 0 | 0 |
Accumulated deficit | (31,303) | (29,391) |
Accumulated other comprehensive loss | (14) | (12) |
Treasury stock, at cost | (4,088) | |
biote Corp.'s stockholders' deficit | (35,399) | (29,397) |
Noncontrolling interest | (9,501) | (7,149) |
Total stockholders' deficit | (44,900) | (36,546) |
Total liabilities and stockholders' deficit | 160,108 | 155,295 |
Class A Common Stock | ||
Stockholders' Deficit | ||
Common stock value | 3 | 3 |
Class V Common Stock | ||
Stockholders' Deficit | ||
Common stock value | $ 3 | $ 3 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 |
Preferred stock, par or stated value per share | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Class A Common Stock | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 600,000,000 | 600,000,000 |
Common stock, shares issued | 35,651,732 | 35,842,383 |
Common stock, shares outstanding | 34,064,232 | 34,254,883 |
Class V Common Stock | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 38,819,066 | 38,819,066 |
Common stock, shares outstanding | 28,819,066 | 28,819,066 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Revenue | ||
Total revenue | $ 46,804 | $ 44,843 |
Cost of revenue | ||
Cost of revenue | 13,367 | 13,877 |
Selling, general, and administrative | 23,010 | 23,085 |
Income from operations | 10,427 | 7,881 |
Other income (expense) net : | ||
Interest expense, net | (1,660) | (1,646) |
Loss from change in fair value of warrant liability | (1,618) | |
Loss from change in fair value of earnout liability | (12,089) | (25,410) |
Other income (expense) | (2) | (7) |
Total other income (expense), net | (13,751) | (28,681) |
Loss before provision for income taxes | (3,324) | (20,800) |
Income tax expense | 2,486 | 630 |
Net loss | (5,810) | (21,430) |
Less: Net loss attributable to noncontrolling interest | (3,740) | (14,625) |
Net loss attributable to biote Corp. stockholders | (2,070) | (6,805) |
Other comprehensive income (loss): | ||
Foreign currency translation adjustments | (1) | |
Other comprehensive income (loss) | (1) | |
Comprehensive income (loss) | $ (5,811) | $ (21,430) |
Net loss per common share | ||
Basic | $ (0.06) | $ (0.39) |
Diluted | $ (0.06) | $ (0.39) |
Weighted average common shares outstanding | ||
Basic | 34,621,166 | 17,585,045 |
Diluted | 34,621,166 | 17,585,045 |
Product Revenue | ||
Revenue | ||
Total revenue | $ 46,035 | $ 44,155 |
Cost of revenue | ||
Cost of revenue | 12,802 | 13,027 |
Service Revenue | ||
Revenue | ||
Total revenue | 769 | 688 |
Cost of revenue | ||
Cost of revenue | $ 565 | $ 850 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) (Unaudited) - USD ($) $ in Thousands | Total | Common Stock Class A Common Stock | Common Stock Class V Common Stock | Accumulated Deficit | Accumulated Other Comprehensive Loss | Treasury Stock | Total Stockholders' Deficit Attributable to biote Corp. | Controlling Interest | Non Controlling Interest |
Beginning balance at Dec. 31, 2022 | $ (58,274) | $ 1 | $ 5 | $ (44,460) | $ (5) | $ (44,459) | $ (13,815) | ||
Beginning balance, shares at Dec. 31, 2022 | 9,655,387 | 48,565,824 | |||||||
Distributions | (3,093) | (3,093) | |||||||
Net Loss | (21,430) | (6,805) | (6,805) | (14,625) | |||||
Other comprehensive income (loss) | 1 | 1 | |||||||
Share-based compensation | 2,170 | 2,170 | 2,170 | ||||||
Vesting of RSUs | 1,915 | (4) | 1,911 | (1,911) | |||||
Vesting of RSUs, shares | 426,208 | ||||||||
Exercise of stock options | 420 | 2,043 | (3) | 2,040 | (1,620) | ||||
Exercise of stock options, shares | 105,049 | ||||||||
Litigation settlement | 1,199 | 1,199 | 1,199 | ||||||
Litigation settlement, shares | 375,000 | ||||||||
Exchanges of Class V voting stock | $ 1 | $ (1) | 208 | 208 | (208) | ||||
Exchanges of Class V voting stock, shares | 7,953,258 | (7,953,258) | |||||||
TRA liability | (4,802) | (4,802) | (4,802) | ||||||
Ending balance at Mar. 31, 2023 | (83,809) | $ 2 | $ 4 | (48,532) | (12) | (48,538) | (35,271) | ||
Ending balance, shares at Mar. 31, 2023 | 18,514,902 | 40,612,566 | |||||||
Beginning balance at Dec. 31, 2022 | (58,274) | $ 1 | $ 5 | (44,460) | (5) | (44,459) | $ (13,815) | ||
Beginning balance, shares at Dec. 31, 2022 | 9,655,387 | 48,565,824 | |||||||
Ending balance at Dec. 31, 2023 | (36,546) | $ 3 | $ 3 | (29,391) | (12) | (29,397) | $ (7,149) | ||
Ending balance, shares at Dec. 31, 2023 | 34,254,883 | 28,819,066 | |||||||
Distributions | (2,112) | (2,112) | |||||||
Net Loss | (5,810) | (2,070) | (2,070) | (3,740) | |||||
Other comprehensive income (loss) | (5) | (2) | (2) | (3) | |||||
Share-based compensation | 1,763 | 1,763 | 1,763 | ||||||
Vesting of RSUs | (155) | (155) | 155 | ||||||
Vesting of RSUs, shares | 177,843 | ||||||||
Exercise of stock options | 324 | (1,831) | (1,831) | 2,155 | |||||
Exercise of stock options, shares | 80,598 | ||||||||
Common stock repurchased | (4,088) | $ (4,088) | (4,088) | ||||||
Common stock repurchased, shares | (740,921) | ||||||||
Shares issued in connection with acquisition | 1,574 | 381 | 381 | 1,193 | |||||
Shares issued in connection with acquisition, share | 291,829 | ||||||||
Ending balance at Mar. 31, 2024 | $ (44,900) | $ 3 | $ 3 | $ (31,303) | $ (14) | $ (4,088) | $ (35,399) | $ (9,501) | |
Ending balance, shares at Mar. 31, 2024 | 34,064,232 | 28,819,066 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Operating Activities | ||
Net income (loss) | $ (5,810) | $ (21,430) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 750 | 538 |
Bad debt expense | 161 | 30 |
Amortization of debt issuance costs | 202 | 195 |
Provision for obsolete inventory | 70 | |
Non-cash lease expense | 80 | 69 |
Shares issued in settlement of litigation | 1,199 | |
Share-based compensation expense | 1,763 | 2,170 |
(Gain) loss from change in fair value of warrant liability | 1,618 | |
Loss from change in fair value of earnout liability | 12,089 | 25,410 |
Deferred income taxes | 103 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (1,329) | (728) |
Inventory | 75 | 1,560 |
Other current assets | 619 | 1,238 |
Accounts payable | (109) | 857 |
Deferred revenue | (22) | 205 |
Accrued expenses | (1,094) | (22) |
Operating lease liabilities | (73) | (20) |
Net cash provided by operating activities | 7,372 | 12,992 |
Investing Activities | ||
Purchases of property and equipment | (704) | (62) |
Purchases of capitalized software | (350) | (318) |
Acquisitions, net of cash acquired | (11,122) | |
Net cash used in investing activities | (12,176) | (380) |
Financing Activities | ||
Repurchases of common stock | (4,088) | |
Principal repayments on term loan | (1,562) | (1,562) |
Proceeds from exercise of stock options | 324 | 420 |
Distributions | (83) | (3,093) |
Net cash used in financing activities | (5,409) | (4,235) |
Effect of exchange rate changes on cash and cash equivalents | (2) | |
Net increase (decrease) in cash and cash equivalents | (10,215) | 8,377 |
Cash and cash equivalents at beginning of period | 89,002 | 79,231 |
Cash and cash equivalents at end of period | 78,787 | 87,608 |
Supplemental Disclosure of Cash Flow Information | ||
Cash paid for interest | 2,230 | 2,230 |
Cash paid for income taxes | 2 | 2,232 |
Non-cash investing and financing activities | ||
Capital expenditures and capitalized software included in accounts payable | 85 | $ 94 |
Shares issued to acquire Simpatra | $ 1,574 |
Description of Business and Bas
Description of Business and Basis of Presentation | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business and Basis of Presentation | 1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION 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 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. The Company reclassified interest income from other income (expense) to interest expense, net in its unaudited condensed consolidated statement of operations and comprehensive income (loss) for the three months ended March 31, 2023, to conform with the current year presentation. This reclassification had no impact on net loss for the three months ended March 31, 2023. 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The accounting policies of the Company are set forth in Note 2 Summary of Significant Accounting Policies of Notes to Consolidated Financial Statements in the Company’s 2023 Form 10-K. The selected significant accounting policies below include those that were added or modified during the three months ended March 31, 2024, as a result of the adoption of new accounting policies, and should be read in conjunction with the Company’s 2023 Form 10-K. Use of Estimates— The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The Company regularly evaluates estimates and assumptions related to assets, liabilities, costs, expenses, contingent liabilities, share-based compensation and research and development costs. The Company bases its estimates and assumptions on historical experience and on various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates. The results of operations for the three months ended March 31, 2024 , are not necessarily indicative of the results that may be expected for the entire year. Segment Information —Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company’s chief operating decision maker is the chief executive officer. The Company has, historically, had one business activity and there were no segment managers who were held accountable for operations, operating results, and plans for levels or components below the consolidated unit level. Due to the acquisition of a privately held 503B manufacturer of compounded bioidentical hormones on March 18, 2024, the Company evaluated the guidance set forth in Accounting Standards Codification (“ASC”) 280, Segment Reporting (“ASC 280”), and concluded that the results of operations for the period between the acquisition date and March 31, 2024 related to this acquisition were not material to the unaudited condensed consolidated statements of operations and comprehensive income (loss) for the three months ended March 31, 2024 for purposes of segmentation. The Company expects to evaluate the impact of the results of operations related to this acquisition on its unaudited consolidated financial statements in subsequent periods and expand its disclosures in accordance with ASC 280 in the period in which the results of this acquisition become material to the Company’s unaudited consolidated financial statements. Please see Note 3 for further detail. Other Current Assets — Total other current assets consisted of the following: March 31, December 31, (in thousands) 2024 2023 Prepaid expenses $ 3,464 $ 3,914 Advances 4,955 3,638 Income tax receivable — 1,365 Other assets 216 308 Total other current assets $ 8,635 $ 9,225 Prepaid expenses include software and technology licensing agreements, insurance premiums and other advance payments for services to be received over the next 12 months. Advances are comprised of deposit payments to vendors for inventory purchase orders to be received in the next 12 months. Other assets consist of interest earned, but not paid on the Company’s money market account. Defined Contribution Retirement Plan— Effective January 1, 2021, the Company offers participation in the BioTE Medical, LLC (“BioTE Medical”) 401(k) Plan (the “401(k) Plan”), a defined contribution plan providing retirement benefits to eligible employees. Eligible employees may contribute a portion of their annual compensation to the 401(k) Plan, subject to the maximum annual amounts as set periodically by the IRS. The Company makes a safe harbor, non-elective contribution to the 401(k) Plan equal to 3 % of each participant’s eligible employee compensation. Safe harbor contributions vest immediately for each participant. The Company made safe harbor contributions under the 401(k) Plan of $ 0.3 million and $ 0.2 million during the three months ended March 31, 2024 and 2023 , respectively. Safe harbor contributions are presented within selling, general and administrative expense in the unaudited condensed consolidated statements of operations and comprehensive income (loss). Concentrations —Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash, accounts receivable, credit agreements, and inventory purchases. The Company’s cash balances exceed those that are federally insured. To date, the Company has not recognized any losses caused by uninsured balances. As of March 31, 2024 and December 31, 2023, 100 % of the Company’s outstanding debt and available line of credit was from one lender. A failure of the counterparty to perform could result in the loss of access to the available borrowing capacity under the revolving loans. Inventory purchases from three vendors totaled 78.7 % and 82.7 % for the three months ended March 31, 2024 and 2023, respectively. Due to the nature of the markets and availability of alternative suppliers, the Company does not believe the loss of any one vendor would have a material adverse impact on the Company’s financial position, results of operations or cash flows for any significant period of time. Significant customers are those which represent more than 10% of the Company’s total revenue or gross accounts receivable balance. The Company did no t have any customers that accounted for 10% or more of total revenues for the three months ended March 31, 2024 and 2023 .The Company did no t have any customers that accounted for more than 10% of its gross accounts receivable as of March 31, 2024 and December 31, 2023 . Recently Adopted Accounting Pronouncements —In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”). ASU 2020-06 changes how entities account for convertible instruments and contracts in an entity’s own equity and simplifies the accounting for convertible instruments by removing certain separation models for convertible instruments. ASU 2020-06 also modifies the guidance on diluted earnings per share calculations. The amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. The Company adopted this standard on January 1, 2024 , and there was no material impact to the financial statements and related disclosures. Recent Accounting Pronouncements Not Yet Adopted —In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures , which expands annual disclosures in an entity’s income tax rate reconciliation table and requires annual disclosures regarding cash taxes paid both in the U.S. (federal and state) and foreign jurisdictions. The amendments in this ASU are effective for annual periods beginning after December 15, 2024. Early adoption is permitted. The Company is in the process of evaluating the impact of this new guidance on its consolidated financial statements. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures , which expands public entities’ segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment’s profit or loss and assets. The ASU is effective for annual periods beginning after December 15, 2023 and interim periods beginning after December 15, 2024, and requires retrospective application to all prior periods presented in the financial statements. Early adoption is permitted. The Company is in the process of evaluating the impact of this new guidance on its consolidated financial statements. |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2024 | |
Business Combinations [Abstract] | |
Acquisitions | F.H. Investments On March 18, 2024, the Company acquired F.H. Investments Inc. (“Asteria Health”) a privately held 503B manufacturer of compounded bioidentical hormones. The total consideration of $ 8.9 million consisted of $ 8.4 million in cash payments and an additional $ 0.5 million cash earnout payment that is contingent on meeting certain operating metrics. The earnout payment is reflected in earnout liability, current in the unaudited condensed consolidated balance sheet because the operating metrics are expected to be met within one year of the balance sheet date. The Company remeasures contingent consideration at each reporting date until the contingency is resolved. Changes in fair value of the contingent consideration will be recorded in earnings. The Company accounted for this transaction as a business combination. The fair value estimates of the assets acquired and liabilities assumed are preliminary and subject to adjustments during the measurement period (up to one year following the acquisition date). The Company has received preliminary valuations and is completing its review of the reports and related assumptions. Due to the timing of the acquisition, the Company has not received a valuation on the property and equipment. The final fair value of the net assets acquired may result in adjustments to these assets and liabilities, including goodwill. The following table presents the preliminary estimates for purchase price allocation to assets acquired and liabilities assumed in the purchase of Asteria Health. The preliminary purchase price allocation will be finalized by the end of the measurement period. March 31, (in thousands) 2024 Accounts receivable $ 27 Inventory 1,722 Other current assets 29 Customer relationships 1,290 Non-compete 220 Trade name 80 Property and equipment 321 Operating lease right-of-use assets 405 Accounts payable ( 63 ) Accrued expenses ( 297 ) Operating lease liabilities, current ( 75 ) Operating lease liabilities, net of current portion ( 330 ) Total identifiable net assets 3,329 Total cash consideration 8,354 Earnout liability, current 500 Goodwill $ 5,525 The excess of the total consideration over the identifiable net assets acquired was allocated to goodwill. None of the goodwill is deductible for tax purposes. Goodwill is not amortized but is subject to an annual impairment test using a fair-value approach. The Company has elected to test goodwill for impairment on October 1 each year. The identifiable intangible assets included customer relationships, a non-compete agreement and a trade name. The customer relationships were valued using the multi-period excess earnings method (“MPEEM”). The MPEEM isolates the cash flows that can be associated with the existing customer relationships and measures fair value by discounting the cash flows to present value. The non-competition agreement was valued using the with-and-without method. Under this method, the debt-free net cash flow of Asteria Health under a scenario in which the covenantor does not compete with Asteria Health was compared with the debt-free net cash flow of Asteria Health under a scenario in which the covenantor competes with Asteria Health. The difference in debt-free net cash flow between the two scenarios was then adjusted to account for the probability that the covenantor would successfully compete with Asteria Health absent the non-competition agreement. The relief-from-royalty method was utilized to value the trade name. The relief-from-royalty method is a form of discounted cash flow analysis that is predicated upon the economic benefits provided to the owner of the intangible asset. The theoretical underpinning of the methodology is that if the intangible asset being valued were not owned by its user, then the user would have to pay the owner a royalty for the right to use the asset. The royalty is generally based upon a percentage of revenue and is a function of the right being granted and a variety of economic factors. The fair value measurements were primarily based on significant inputs that are not observable in the market and, thus, are classified in Level 3 of the fair value hierarchy. The Company determined that the carrying value of the cash earnout payment is a reasonable estimate of its fair value, due to the short-term period over which the cash earnout is expected to be earned. In determining the estimated fair value of the cash earnout payment, the Company made certain judgments, estimates and assumptions, the most significant of which was the expected period over which the specified metric would be achieved. Contingent payments are classified in Level 3 of the fair value hierarchy. Costs incurred to purchase Asteria Health have been and will be recognized as expenses in the period in which the costs are incurred. During the three months ended March 31, 2024 , the Company incurred $ 0.4 million in acquisition-related costs, consisting primarily of legal and consulting costs which were included in general and administrative expense in the unaudited condensed consolidated statements of operations and comprehensive income (loss). Simpatra, LLC On January 2, 2024 , the Company executed an asset purchase agreement with Simpatra, LLC (“Simpatra”) to purchase certain intellectual property and intellectual property rights. As consideration, the Company paid $ 1.5 million in cash payments and 389,105 shares of the Company’s Class A common stock, of which 97,276 shares are being held for a period of approximately 15 months, pursuant to the asset purchase agreement, to cover certain representations and warranties. Additionally, the agreement provides for a future earnout payment of 194,553 shares of the Company’s Class A common stock upon achieving certain financial targets over a four-year period. The fair value of future earnout payment at March 31, 2024 and on the acquisition date was approximately $ 0.3 million, which i s included in the total consideration. The Company accounted for the acquisition of Simpatra as an asset purchase. The identifiable intangible assets included developed technology, customer relationships, and a trade name. The developed technology was valued using the MPEEM. The MPEEM isolates the cash flows that can be associated with the existing technology and measures fair value by discounting the cash flows to present value. The customer relationships were valued using the distributor method, a variant of the MPEEM that relies upon market-based distributor data or other appropriate market inputs to value existing customer relationships. The distributor method may also be viewed as a profit-split method, in which function-specific profit is allocated to the identified assets. The underlying theory is that a business is comprised of various functional components (such as manufacturing, distribution, and intellectual property) and that, if available, market-based data may be used to reasonably isolate the revenue, earnings, and cash flow related to these functional areas. Using distributor inputs assists with isolating cash flow attributable to the customer-related assets. The distributor method uses market-based data to support the selection of profitability and other inputs related to customer-related activities. The relief-from-royalty method was utilized to value the trade name. The relief-from-royalty method is a form of discounted cash flow analysis that is predicated upon the economic benefits provided to the owner of the intangible asset. The theoretical underpinning of the methodology is that if the intangible asset being valued were not owned by its user, then the user would have to pay the owner a royalty for the right to use the asset. The royalty is generally based upon a percentage of revenue and is a function of the right being granted and a variety of economic factors. The fair value measurements were primarily based on significant inputs that are not observable in the market and, thus, are classified in Level 3 of the fair value hierarchy. The future earnout payment was valued using a Monte Carlo simulation in order to project the future path of Simpatra’s revenue and the Company’s stock price over the earnout period. In determining the estimated fair value of the future earnout payment, the Company made certain judgments, estimates and assumptions, the most significant of which were the revenue volatility, the revenue discount rate, the correlation factor of Simpatra’s revenue to the Company’s equity, the Company’s stock price, the equity volatility and the risk free rate of return. The future earnout payment is classified in Level 3 of the fair value hierarchy. BioSana ID LLC On January 29, 2024 , the Company executed an asset purchase agreement with BioSana ID LLC (“BioSana”) to purchase certain assets for cash consideration of $ 0.7 million. Additionally, the agreement provides for a future earnout payment of up to $ 0.1 million upon the achievement of certain operating metrics. The Company recorded a customer relationship intangible asset of $ 0.7 million related to this acquisition. |
Revenue Recognition
Revenue Recognition | 3 Months Ended |
Mar. 31, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | 4. REVENUE RECOGNITION Revenue recognized for each revenue stream was as follows: Three Months Ended March 31, (in thousands) 2024 2023 Pellet procedures $ 37,389 $ 35,070 Dietary supplements 7,389 8,330 Disposable trocars 1,027 720 Compounding pharmacy 171 — Shipping fees 59 35 Product revenue 46,035 44,155 Training 274 336 Contract-term services 274 210 Other 221 142 Service revenue 769 688 Total revenue $ 46,804 $ 44,843 Revenue recognized by geographic region was as follows: Three Months Ended March 31, (in thousands) 2024 2023 United States $ 45,656 $ 44,016 All other 379 139 Product revenue 46,035 44,155 United States 769 656 All other — 32 Service revenue 769 688 Total revenue $ 46,804 $ 44,843 Significant changes in contract liability balances were as follows: March 31, 2024 2023 Description of change Deferred Revenue Deferred Revenue, Deferred Revenue Deferred Revenue, Revenue recognized that was included in the contract liability balance at the beginning of the period $ ( 1,012 ) $ — $ ( 755 ) $ — Increases due to cash received, excluding amounts recognized as revenue during the period 1,652 422 760 340 Transfers between current and non-current liabilities due to the expected revenue recognition period 576 ( 576 ) 389 ( 389 ) Total increase in contract liabilities $ 1,216 $ ( 154 ) $ 394 $ ( 49 ) Consideration allocated to initial training due to deposits paid upfront is presented within deferred revenue in the unaudited condensed consolidated balance sheets and is expected to be recognized as revenue within one year as the training is performed. Consideration allocated to contract-term services is presented within deferred revenue and deferred revenue, long-term for the amounts expected to be recognized within one year and longer than one year, respectively. Consideration allocated to the premiums within the management fee for pellet procedures is presented within deferred revenue current and deferred revenue, long-term for amounts expected to be recognized within one year and longer than one year, respectively. Consideration allocated to performance obligations was as follows: March 31, December 31, (in thousands) 2024 2023 Unsatisfied training obligations – Current $ 174 $ 151 Unsatisfied contract-term services – Current 1,780 1,583 Unsatisfied contract-term services – Long-term 996 935 Total allocated to unsatisfied contract-term services 2,776 2,518 Unsatisfied pellet procedures – Current 922 940 Unsatisfied pellet procedures – Long-term 430 387 Total allocated to unsatisfied pellet procedures 1,352 1,327 Unsatisfied dietary supplements – Current - 328 Total deferred revenue – Current $ 2,876 $ 3,002 Total deferred revenue – Long-term $ 1,426 $ 1,322 The Company does not have a history of material returns or refunds and generally does not offer warranties or guarantees for any products or services. There were no expected returns or refunds recorded as a reduction of revenue for the three months ended March 31, 2024 and 2023 . |
Inventory, Net
Inventory, Net | 3 Months Ended |
Mar. 31, 2024 | |
Inventory Disclosure [Abstract] | |
Inventory, Net | 5. INVENTORY, NET The components of inventory, net were as follows: March 31, December 31, (in thousands) 2024 2023 Product inventory – Pellets $ 9,129 $ 7,200 Less: Obsolete and expired pellet allowance ( 1,342 ) ( 1,272 ) Pellet inventory, net 7,787 5,928 Product inventory – Dietary supplements 11,145 11,394 Less: Obsolete and expired dietary supplement allowance ( 15 ) ( 15 ) Dietary supplement inventory, net 11,130 11,379 Inventory, net $ 18,917 $ 17,307 As of March 31, 2024 , raw material and work in process were not material. |
Property and Equipment, Net
Property and Equipment, Net | 3 Months Ended |
Mar. 31, 2024 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | 6. PROPERTY AND EQUIPMENT, NET Property and equipment, net consisted of the following: March 31, December 31, (in thousands) 2024 2023 Trocars $ 4,644 $ 4,644 Leasehold improvements 2,206 1,506 Office equipment 374 253 Computer software 140 140 Furniture and fixtures 330 181 Computer equipment 127 108 Construction in process 121 — Property and equipment 7,942 6,832 Less: Accumulated depreciation ( 5,751 ) ( 5,614 ) Property and equipment, net $ 2,191 $ 1,218 Total depreciation expense related to property and equipment was $ 0.1 million and $ 0.3 million for the three months ended March 31, 2024 and 2023, respectively. Total depreciation expense was included in Selling, general and administrative expense in the unaudited condensed consolidated statements of operations and comprehensive income (loss). The Company has not acquired any property and equipment under finance leases. The Company’s property and equipment are all held within the United States. |
Capitalized Software, Net
Capitalized Software, Net | 3 Months Ended |
Mar. 31, 2024 | |
Research and Development [Abstract] | |
Capitalized Software, Net | 7. CAPITALIZED SOFTWARE, NET Capitalized software, net consisted of the following: March 31, December 31, (in thousands) 2024 2023 Website costs $ 6,655 $ 6,653 Development in process 3,204 2,856 Less: Accumulated amortization ( 4,929 ) ( 4,536 ) Capitalized software, net $ 4,930 $ 4,973 Total amortization expense for capitalized software was $ 0.4 million and $ 0.3 million for the three months ended March 31, 2024 and 2023 , respectively. Total amortization expense was included in Selling, general and administrative expense in the unaudited condensed consolidated statements of operations and comprehensive income (loss). |
Intangible Assets, Net
Intangible Assets, Net | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets, Net | 8. INTANGIBLE ASSETS, NET Intangible assets, net consisted of the following: March 31, 2024 (in thousands) Fair Value at Acquisition Accumulated Amortization Net Carrying Value Weighted Average Amortization Period Customer relationships $ 2,097 $ ( 25 ) $ 2,072 8.5 years Developed technology 3,760 ( 188 ) 3,572 5 years Non-compete agreement 220 — 220 3 years Trade names 158 ( 7 ) 151 3 years Total intangible assets $ 6,235 $ ( 220 ) $ 6,015 6 years As of December 31, 2023, the Company did no t have any intangible assets. Definite Lived Intangible Asset Amortization The Company recognized $ 0.2 million of amortization expense, related to the acquired definite lived intangible assets in the three months ended March 31, 2024. The estimated amortization expense for each of the next five years is as follows: As of March 31, (in thousands) 2024 (remaining nine months) $ 865 2025 1,153 2026 1,153 2027 1,052 2028 1,027 Thereafter 765 Total $ 6,015 |
Accrued Expenses
Accrued Expenses | 3 Months Ended |
Mar. 31, 2024 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | 9. ACCRUED EXPENSES Accrued expenses consisted of the following: March 31, December 31, (in thousands) 2024 2023 Accrued professional fees $ 490 $ 561 Accrued employee-related costs 4,492 6,068 Accrued tax distributions 2,029 — Income tax payable 1,135 17 Other 1,583 1,851 Accrued expenses $ 9,729 $ 8,497 |
Long-Term Debt
Long-Term Debt | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | 10. LONG-TERM DEBT Truist Term Loan On May 22, 2022, the Company entered into a loan agreement with Truist Bank (the “Credit Agreement”) for $ 125.0 million. T he Credit Agreement provides for (i) a $ 50.0 million senior secured revolving credit facility (the “Revolving Loans”) and (ii) a $ 125.0 million senior secured term loan A credit facility (the “Term Loan”), which was borrowed in full on May 22, 2022. The Company used the proceeds to refinance and replace an existing credit facility pursuant to a credit agreement, dated as of May 17, 2019, with Bank of America, N.A. and for general corporate purposes. Interest on borrowings under the Credit Agreement is based on either, at the Company’s election, the Standard Overnight Financing Rate plus an applicable margin of 2.5 % or 2.75 % or the Base Rate plus an applicable margin of 1.5 % or 1.75 %. At March 31, 2024, the interest rate charged to the Company was approximately 7.93 % . The Term Loan requires principal payments of $ 1.6 million in quarterly installments on the last day of each calendar quarter, commencing on September 30, 2022, with repayment of the outstanding amount of the note due on maturity, which occurs on May 26, 2027 . As of March 31, 2024, the outstanding principal on the Term Loan was $ 114.1 million . Pursuant to the Credit Agreement, the Company may borrow under the Revolving Loans from time to time up to the total commitment of $ 50.0 million. The Company did no t draw on the Revolving Loans during each of the three months ended March 31, 2024 and 2023. The Credit Agreement is secured by substantially all of the assets of the Company and is subject to, among other provisions, customary covenants regarding indebtedness, liens, negative pledges, restricted payments, certain prepayments of indebtedness, investments, fundamental changes, disposition of assets, sale and lease-back transactions, transactions with affiliates, amendments of or waivers with respect to restricted debt and permitted activities of the Company. The Credit Agreement is subject to (i) a maximum total net leverage ratio and (ii) a minimum fixed charge coverage ratio. The Company must maintain a total net leverage ratio of less than or equal to (i) 4.00 :1.00, with respect to the fiscal quarter ending June 30, 2023 through and including March 31, 2024, and (ii) 3.75 :1.00 thereafter. Beginning with the third fiscal quarter of 2022, the Company must not permit the Consolidated Fixed Charge Coverage Ratio to be less than 1.25 :1.00. Both financial covenants are tested quarterly. In addition to the financial covenants, the Company is required to deliver financial statements and other information and is prohibited from making certain restricted payments, as defined in the Credit Agreement, during the fiscal year in progress. Although the Company was in compliance with all required financial covenants associated with the Credit Agreement, it failed to notify the administrative agent of its commitment to repurchase certain shares currently beneficially owned by the Company’s founder pursuant to a settlement agreement reached in the Donovitz Litigation, resulting in an event of default as of March 31, 2024. On April 26, 2024, the Company entered into a First Amendment to the Credit Agreement and Waiver with the lender, that waived the event of default and also agreed that the payments made to repurchase the specified shares in settlement of the Donovitz Litigation will no longer continue as an event of default. See Note 19. Commitments and Contingencies for additional information on the Donovitz Litigation. In connection with obtaining the Credit Agreement in May of 2022, the Company incurred lender’s fees and related attorney’s fees of $ 4.0 million. The Company capitalized these costs and is amortizing these to interest expense over the term of the Term Loan. The balance on the Term Loan is presented in the unaudited condensed consolidated balance sheets net of the related debt issuance costs. Amortization expense related to the debt issuance costs on the Credit Agreement was $ 0.2 million for each of the three months ended March 31, 2024 and 2023, respectively. Long-term debt was as follows: March 31, December 31, (in thousands) 2024 2023 Term loan $ 114,063 $ 115,625 Less: Current portion $ ( 6,250 ) ( 6,250 ) $ 107,813 $ 109,375 Less: Unamortized debt issuance costs $ ( 2,543 ) ( 2,745 ) Term loan, net of current portion $ 105,270 $ 106,630 Future maturities of long-term debt, excluding debt issuance costs, are as follows: As of March 31, (in thousands) 2024 (remaining nine months) 4,688 2025 6,250 2026 6,250 2027 96,875 $ 114,063 |
Earnout Liability
Earnout Liability | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Earnout Liability | 11. EARNOUT LIABILITY On May 26, 2022, c ertain of the Company’s equity holders received earnout securities that will vest if certain share price targets (the “Triggering Events”) are achieved by May 26, 2027 (the “Earnout Deadline”). The Triggering Events each entitle the eligible equity holders to a certain number of shares per Triggering Event. The Triggering Events are as follows: (i) the first time, prior to the Earnout Deadline, that the volume-weighted average share price of Biote’s Class A common stock (“VWAP”) equals or exceeds $ 12.50 per share (the “Price Target 1”) for twenty ( 20 ) trading days of any thirty ( 30 ) consecutive trading day period following May 26, 2022, one-third (1/3) of the earnout securities shall be vested and no longer subject to forfeiture and other transfer restrictions (the “Earnout Restrictions”); (ii) the first time, prior to the Earnout Deadline, that the VWAP equals or exceeds $ 15.00 per share (the “Price Target 2”) for twenty ( 20 ) trading days of any thirty ( 30 ) consecutive trading day period following May 26, 2022, one-third (1/3) of the earnout securities shall be vested and no longer subject to the Earnout Restrictions; (iii) the first time, prior to the Earnout Deadline, that the VWAP equals or exceeds $ 17.50 per share (the “Price Target 3”) for twenty ( 20 ) trading days of any thirty ( 30 ) consecutive trading day period following May 26, 2022, one-third (1/3) of the earnout securities shall be vested and no longer subject to the Earnout Restrictions; and (iv) if the Company completes a change of control prior to the Earnout Deadline, then all remaining unvested earnout securities shall vest and no longer be subject to the Earnout Restrictions. The earnout securities are classified as a liability in the Company’s unaudited condensed consolidated balance sheets because they do not qualify as being indexed to the Company’s own stock. The earnout liability was initially measured at fair value and is subsequently remeasured at the end of each reporting period. The change in fair value of the earnout liability is recorded in the unaudited condensed consolidated statements of operations and comprehensive income (loss). Please see Note 12 for further detail. In connection with the acquisitions made during the first quarter of 2024, the Company recorded additional earnout liabilities. Please see Note 3 for further detail. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 12. FAIR VALUE MEASUREMENTS The Company has established a fair value hierarchy which prioritizes the inputs to the valuation techniques used to measure fair value into three levels. These levels are determined based on the lowest level input that is significant to the fair value measurement. Levels within the hierarchy are defined in Note 2 to the consolidated financial statements in the 2023 Form 10-K. The Company’s financial instruments consist of accounts receivable, accounts payable, accrued expenses, and short- and long-term debt. The carrying value of accounts receivable, accounts payable, accrued expenses and short-term debt are considered a reasonable estimate of their fair value, due to the short-term maturity of these instruments. The Company’s debt instruments are carried at amortized cost in its unaudited condensed consolidated balance sheets, which may differ from their respective fair values. The fair values of the Company’s Term Loan and Revolving Loans generally approximate their carrying values. The following table presents information regarding the Company’s financial liabilities that were measured at fair value on a recurring basis: March 31, 2024 (in thousands) Level 1 Level 2 Level 3 Total Liabilities: Earnout liability $ — $ — $ 54,044 $ 54,044 December 31, 2023 (in thousands) Level 1 Level 2 Level 3 Total Liabilities: Earnout liability $ — $ — $ 41,100 $ 41,100 There were no movements between levels during the three months ended March 31, 2024. Level 3 Disclosures Earnout Liability The Earnout liability was valued using a Monte Carlo simulation in order to project the future path of the Company’s stock price over the earnout period. The carrying amount of the liability may fluctuate significantly, and actual amounts paid may be materially different from the liability’s estimated fair value. The following table provides the significant inputs used to measure the fair value of the level 3 Earnout liability: As of March 31, 2024 December 31, 2023 Stock price $ 5.80 $ 4.94 Risk-free rate 4.3 % 4.0 % Volatility 67.5 % 65.0 % Term (in years) 3.2 3.9 Changes in the fair value of the Company’s Level 3 financial instruments were as follows: (in thousands) Earnout Liability Fair value as of December 31, 2023 $ 41,100 Fair value of earnout related to acquisitions 855 Loss from change in fair value 12,089 Fair value as of March 31, 2024 $ 54,044 |
Noncontrolling Interest
Noncontrolling Interest | 3 Months Ended |
Mar. 31, 2024 | |
Noncontrolling Interest [Abstract] | |
Noncontrolling Interest | 13. NONCONTROLLING INTEREST The Company is organized in an umbrella partnership-C corporation (“Up-C”) structure in which the business of the Company is operated by Holdings and Biote’s only material direct asset consists of equity interests in Holdings. As of March 31, 2024, Biote’s ownership of Holdings was approximately 54.7%. The portion of the consolidated subsidiaries not owned by the Company and any related activity is presented as non-controlling interest in the unaudited condensed consolidated financial statements. The non-controlling interest holders may redeem their units in Holdings for an equal number of shares of Biote’s Class A common stock or, at the election of the Company, cash. Because redemptions for cash are solely within the control of the Company, non-controlling interest is presented in permanent equity. |
Share-Based Compensation
Share-Based Compensation | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Share-Based Compensation | 14. SHARE-BASED COMPENSATION The Company grants RSUs to certain employees under the 2022 Equity Incentive Plan and are valued based on the closing price of the Company’s Class A common stock on the date of grant. The following table summarizes RSU activity during the three months ended March 31, 2024: Shares Weighted-Average RSUs outstanding at December 31, 2022 1,622,840 $ 9.41 Granted 42,238 $ 5.83 Vested ( 1,250,512 ) $ 9.73 RSUs outstanding at December 31, 2023 414,566 $ 8.08 Granted 51,750 $ 4.00 Vested ( 177,843 ) $ 9.62 RSUs outstanding at March 31, 2024 288,473 $ 6.40 The Company recognized share-based compensation expense of $ 0.3 million and $ 1.3 million during the three months ended March 31, 2024 and 2023, respectively, related to RSUs. As of March 31, 2024, there was $ 0.2 million of unrecognized share-based compensation expense related to unvested RSUs. This expense is expected to be recognized over a weighted-average remaining vesting period of 0.25 years. Stock Options The Company grants stock options to certain employees, directors, and consultants under the 2022 Equity Incentive Plan . The following table summarizes stock option activity during the three months ended March 31, 2024: Shares Weighted-Average Weighted-Average Options outstanding at December 31, 2022 5,042,628 $ 3.86 9.5 Granted 4,286,005 $ 5.60 Exercised ( 105,049 ) $ 4.00 Forfeited ( 1,081,868 ) $ 4.69 Options outstanding at December 31, 2023 8,141,716 $ 4.66 8.9 Granted 786,500 $ 5.60 Exercised ( 80,598 ) $ 4.00 Forfeited ( 420,212 ) $ 4.37 Options outstanding at March 31, 2024 8,427,406 $ 4.63 8.9 Options exercisable at March 31, 2024 281,085 $ 4.35 8.8 The Company recognized share-based compensation expense of $ 1.4 million and $ 0.9 million during the three months ended March 31, 2024 and 2023, respectively, related to stock options. As of March 31, 2024, there was $ 16.2 million of unrecognized share-based compensation expense related to unvested stock options. This expense is expected to be recognized over a weighted-average remaining vesting period of 2.87 years. The weighted-average assumptions used to estimate the fair value of stock options granted during the three months ended March 31, 2024 were as follows: Expected term (in years) 6.2 Volatility 64.5 % Risk-free rate 3.8 % Dividend yield 0.0 % Stock Purchase Plan On May 26, 2022, the Company’s Board of Directors approved the 2022 Employee Stock Purchase Plan (the ESPP). The maximum number of shares of the Company’s common stock that may be issued under the ESPP is equal to the sum of 797,724 shares (the “Initial Share Reserve”) of the Company’s common stock plus the number of shares of the Company’s common stock that may be added to the ESPP annually each year for a period of up to 10 years . Additional shares added to the ESPP on an annual basis is equal to the lesser of 1 % of the total number of shares of the Company’s capital stock on the last day of the immediately preceding calendar year and the Initial Share Reserve. The Company recognized share-based compensation expense of $ 0.03 million for the three months ended March 31, 2024 related to the ESPP. During the three months ended March 31, 2023, the Company did no t recognize any compensation expense related to the ESPP. As of March 31, 2024, 33,704 shares had been purchased under the ESPP. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2024 | |
Leases [Abstract] | |
Leases | 15. LEASES On July 1, 2014, the Company entered into a contract to lease office space in the Las Colinas Business Center in Irving, TX. Subsequent to execution of the contract, the Company revised the lease to include additional space and extend the lease term through June 30, 2023 . On November 1, 2022, the Company executed an extension of leased office space to extend through November 30, 2028 . This extension included an additional 3,700 square feet of space that became available for use in December 2023 and has been included in monthly rent payments accordingly. The Company recognizes operating lease costs on a straight-line basis over the lease term within selling, general and administrative expense in the unaudited condensed consolidated statements of operations and comprehensive income (loss). The following table contains a summary of the operating lease costs recognized under ASC 842 and supplemental cash flow information for leases: Three Months Ended March 31, 2024 2023 Fixed lease expense $ 126 $ 112 Total lease cost $ 126 $ 112 Other information: Cash paid for amounts included in the measurement of lease liabilities $ 115 $ 64 Right-of-use assets obtained in exchange for new operating lease liabilities $ 324 $ — The following table summarizes the balance sheet classification of the Company’s operating leases, amounts of ROU assets and lease liabilities, the weighted average remaining lease term, and the weighted average discount rate for the Company’s operating leases: March 31, December 31, (in thousands) 2024 2023 Lease assets Operating lease right-of-use assets $ 2,202 $ 1,877 Total lease assets $ 2,202 $ 1,877 Lease liabilities Current: Operating lease liabilities $ 406 $ 311 Non-current: Operating lease liabilities 1,917 1,680 Total lease liabilities $ 2,323 $ 1,991 Weighted-average remaining lease term — operating leases (years) 4.57 4.92 Weighted-average discount rate — operating leases 8.10 % 8.31 % The following table summarizes the payments by date for the Company’s operating lease, which is then reconciled to the total lease obligation: As of March 31, (in thousands) 2024 (remaining nine months) 429 2025 590 2026 610 2027 630 2028 524 Thereafter — Total lease payments 2,783 Less: Interest ( 460 ) Present value of lease liabilities $ 2,323 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 16. INCOME TAXES The Company is subject to U.S. federal and state taxes with respect to its allocable share of any taxable income or loss of Holdings as well as any stand-alone income or loss it generates. Holdings is treated as a partnership for U.S. federal and most applicable state and local income tax purposes and generally does not pay income taxes in most jurisdictions. Instead, Holdings’ taxable income or loss is passed through to and included in the taxable income or loss of its members, including the Company. Despite its status as a partnership in the U.S., Holdings’ foreign subsidiaries are taxable entities operating in foreign jurisdictions. As such, these foreign subsidiaries may record a tax expense or benefit in jurisdictions where a valuation allowance has not been recorded. On December 13, 2021, the Company entered into a tax receivable agreement with the then-existing non-controlling interest holders (the “TRA”) that provides payments to be made to non-controlling interest holders of approximately 85 % of the amount of any tax benefits realized by the Company as a result of increases in the Company’s share of the tax basis in the net assets of Holdings resulting from any redemptions of member units in exchange for Class A common stock or cash as well as tax basis increases attributable to payments made under the TRA. The Company expects to benefit from the remaining 15 % of any tax benefits realized. During the three months ended March 31, 2024 , no units were redeemed that would have resulted in an increase in the tax basis of the Company’s investment in Holdings that would generate additional deferred tax assets or a liability under the TRA. On a quarterly basis, the Company estimates the effective tax rate expected to be applicable for the full year and makes changes, if necessary, based on new information or events. The estimated annual effective tax rate is forecasted based on actual historical information and forward-looking estimates and is used to provide for income taxes in interim reporting periods. The Company also recognizes the tax impact of certain unusual or infrequently occurring items, such as the effects of changes in tax laws or rates and impacts from settlements with tax authorities, discretely in the quarter in which they occur. The Company recorded income tax expense of $ 2.5 million and 0.6 million for the three months ended March 31, 2024 and 2023, respectively. The Company continues to evaluate its deferred tax assets each period to determine if a valuation allowance is required based on whether it is more likely than not that some portion of these deferred tax assets will not be realized. As of March 31, 2024, the Company concluded that it is more likely than not that a substantial portion of the Company’s federal deferred tax assets will be realized. As part of the Company’s analysis, it considered both positive and negative factors that impact profitability and whether those factors would lead to a change in the estimate of its deferred tax assets that may be realized in the future. However, based on the Company’s analysis, it has recorded a valuation allowance on the foreign deferred tax assets as of March 31, 2024 . The Company will continue to assess the likelihood of the realization of its deferred tax assets and the valuation allowance will be adjusted accordingly. |
Capital Stock
Capital Stock | 3 Months Ended |
Mar. 31, 2024 | |
Capital Stock [Abstract] | |
Capital Stock | 17. CAPITAL STOCK On January 24, 2024, the Company’s Board of Directors approved a share repurchase program authorizing the repurchase of up to $ 20.0 million its outstanding Class A common stock. Treasury stock purchases are stated at cost and presented as a reduction of equity on the unaudited condensed consolidated balance sheets. Repurchases of shares are made in accordance with applicable securities laws and may be made from time to time in the open market, in privately negotiated transactions or by other means. The timing of any repurchases under the share repurchase program is at the discretion of management and depends on a variety of factors, including market conditions, contractual limitations and other considerations. The share repurchase program may be expanded, modified, suspended or discontinued at any time, and does not obligate the Company to repurchase any dollar amount or number of shares. As of March 31, 2024, the remaining balance of the repurchase program was $ 15.9 million . During the three months ended March 31, 2024, the Company purchased 740,921 shares of its Class A common stock for a total of $ 4.1 million, at an average purchase price per share of $ 5.41 . |
Net Loss Per Common Share
Net Loss Per Common Share | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Net Loss Per Common Share | 18. NET LOSS PER COMMON SHARE The computation of basic and diluted net loss per common share is based on net loss attributable to Biote stockholders divided by the basic and diluted weighted average number of shares of Class A common stock outstanding. The following table sets forth the computation of net loss per common share: Three Months Ended March 31, (in thousands, except share and per share data) 2024 2023 Net loss per common share Numerator: Net loss attributable to biote Corp. stockholders (basic and diluted) $ ( 2,070 ) $ ( 6,805 ) Denominator: Weighted average shares outstanding - basic 34,621,166 17,585,045 Effect of dilutive securities — — Weighted average shares outstanding - diluted 34,621,166 17,585,045 Net loss per common share Basic $ ( 0.06 ) $ ( 0.39 ) Diluted $ ( 0.06 ) $ ( 0.39 ) Net loss per common share information for the three months ended March 31, 2024 and 2023 reflects only the net loss attributable to holders of Biote’s Class A common stock, as well as both basic and diluted weighted average Class A common stock outstanding. Net loss per common share is not separately presented for Class V voting stock because it has no economic rights to the income or loss of the Company. Class V voting stock is considered in the calculation of dilutive net loss per common share on an if-converted basis as these shares, together with the related non-controlling interests, have redemption rights into Class A common stock that could result in additional Class A common stock being issued. All other potentially dilutive securities are determined based on the treasury stock method. The Company excluded the following potential shares, presented based on amounts outstanding at each period end, from the computation of diluted weighted average shares outstanding for the periods indicated because including them would have had an antidilutive effect: Three Months Ended March 31, 2024 2023 RSUs 288,473 1,196,632 Stock Options 8,427,406 5,026,279 Class V Voting Stock 28,819,066 40,612,566 Public Warrants — 8,116,643 Private Placement Warrants — 5,387,489 Earnout Voting Shares 10,000,000 10,000,000 Sponsor Earnout Shares 1,587,500 1,587,500 49,122,445 71,927,109 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 19. COMMITMENTS AND CONTINGENCIES Litigation Risk From time to time, the Company may become involved in various legal actions arising in the ordinary course of business. Management is of the opinion that the ultimate liability, if any, from these actions will not have a material effect on its financial condition or results of operations. On April 23, 2024, the Company settled all outstanding litigation described below with one of the Company’s stockholders, Dr. Gary S. Donovitz (“Donovitz”) (the “Donovitz Litigation”). The Company is currently evaluating the impact of the settlement on its consolidated results of operations and financial position. On June 23, 2022 , Donovitz sued Haymaker Sponsor, LLC , the Company’s outside legal counsel, and certain Company executive officers and directors in the District Court of Dallas County, Texas (the “Donovitz Dallas Action”), generally alleging fraud, fraudulent inducement, negligent misrepresentation, a breach of the covenant of good faith and fair dealing, breaches of fiduciary duties, and/or aiding and abetting those alleged breaches against the defendants (the “Donovitz Claims”). Donovitz subsequently dismissed without prejudice the Donovitz Claims brought in the Donovitz Dallas Action, and the Court entered an order of dismissal without prejudice on March 28, 2023. On July 11, 2022, the Company sued Donovitz in the Delaware Court of Chancery, pursuing injunctive relief to prevent Donovitz from proceeding with the litigation in the Donovitz Dallas Action in Texas (the “First Delaware Action”). The Company seeks to enforce (a) the Company’s certificate of incorporation, which mandates that stockholders must bring certain actions, including some or all of the Donovitz Claims, exclusively in Delaware, and (b) the Business Combination Agreement, by which Donovitz consented to the exclusive jurisdiction of the Delaware Court of Chancery and agreed that Delaware law governs any related claims, including some or all of the Donovitz Claims. Pending a ruling from the Delaware Court of Chancery, Donovitz agreed to stay all answer dates in the Donovitz Dallas Action. Then, on March 23, 2023, Donovitz filed an amended answer and counterclaims in the First Delaware Action generally reasserting the Donovitz Claims he had previously brought in the Donovitz Dallas Action. On August 24, 2023, Donovitz filed amended counterclaims in the First Delaware Action, again generally reasserting the Donovitz Claims previously brought in the Donovitz Dallas Action but also asserting derivative claims against the Company’s directors. On October 23, 2023, the Company filed its response to Donovitz’s amended counterclaims. On August 24, 2022, Donovitz sued the Company, including certain executive officers and directors of the Company, in the Delaware Court of Chancery, seeking (a) a status quo order preventing the defendants from diluting any stockholder’s equity or voting power, (b) an injunction requiring the defendants to convene a special meeting of the stockholders, and (c) a request to either void a portion of the Company’s Certificate of Incorporation or allow stockholders to elect directors to a vacancy on the board in accordance with Delaware General Corporate Law (the “Second Delaware Action”). On September 8, 2022, the Delaware Court of Chancery denied Donovitz’s request for injunctive relief, determining that expedited proceedings and a status quo order were both unwarranted and rejecting a mandated meeting of the stockholders. On August 2, 2022, the Company sued Donovitz, Lani Hammonds Donovitz, and Lani D. Consulting in the District Court of Dallas County, Texas, seeking injunctive relief to enforce non-disparagement obligations of that certain founder advisory agreement with Donovitz and the independent contractor agreement with Lani Hammonds Donovitz, both of which were entered into by the subject parties in connection with the Business Combination (the “Biote Dallas Action”). The Company successfully obtained a temporary restraining order to enforce the non-disparagement obligations of Donovitz and Lani Hammonds Donovitz. The parties subsequently entered into an agreed order that the temporary restraining order will stay in effect until the entry of a final judgment. On August 23, 2022, the defendants filed an answer in the Biote Dallas Action, which included affirmative defenses to the Company’s claims and certain counterclaims and third-party claims against certain executive officers of the Company. On April 12, 2023, Lani Hammonds Donovitz, individually and on behalf of Lani D Consulting, dismissed with prejudice all of her counterclaims and third-party claims in the Biote Dallas Action, and subsequently agreed to a permanent injunction in favor of the Company, which was entered by the Court on April 17, 2023. After the filing of the Biote Dallas Action, the Company amended its claim in the First Delaware Action to also seek an injunction to prevent Donovitz from proceeding with certain of the affirmative defenses, counterclaims, and third-party claims filed by the defendants on August 23, 2022. On November 4, 2022, the Delaware Court of Chancery denied that request for injunctive relief, permitting the Biote Dallas Action and all defenses and claims asserted therein to proceed in Texas. A jury trial in the Biote Dallas Action was to commence on September 11, 2023, to address the Company’s affirmative claim for breach of contract, request for a permanent injunction, as well as the counterclaims and third-party claims asserted by Donovitz. On August 17, 2023, Donovitz nonsuited without prejudice all of his counterclaims and third-party claims in the Biote Dallas Action, leaving only the Company’s affirmative claim against Donovitz to be tried on September 11, 2023. On September 8, 2023, three days before the scheduled trial in the Biote Dallas Action, Donovitz agreed to stipulate that he breached his contract, and Donovitz agreed to a partial judgment and the entry of a permanent injunction against him, which was signed by the Court on September 9, 2023. The Company sought recovery of its attorneys’ fees against Donovitz in a jury trial that began on October 30, 2023. On November 2, 2023, the jury returned a verdict awarding the Company $ 4.7 million plus the potential for an additional $ 0.2 million for future fees, which constituted all of the attorneys’ fees that the Company had sought against Donovitz in the Biote Dallas Action. On April 23, 2024, the Company and Donovitz executed a settlement agreement to resolve all remaining outstanding litigation with Donovitz. Pursuant to the settlement agreement, the Company has agreed to repurchase all of the Class A common units of BioTE Holdings, LLC, the Class V voting stock of Biote (together, “Paired Interests”) and the Class A common stock of the Company, currently beneficially owned by Donovitz for approximately $ 76.9 million in the aggregate. The Company will repurchase the shares over a three-year period commencing on April 26, 2024. In addition, the Company and Donovitz have agreed to, among other things, (i) a customary mutual release of all claims arising out of or relating to the Donovitz Litigation, (ii) the termination of the founder advisory agreement, dated as of May 18, 2022, by and between Donovitz and BioTE Medical, LLC, (iii) two year non-compete and non-solicitation agreements for Donovitz and (iv) a voting agreement with customary terms acceptable to the Company. On April 26, 2024, the Company repurchased 5,075,090 shares of Class A common stock and 3,117,299 Paired Interests for approximately $ 32.2 million. Additionally, under the terms of the settlement agreement, the Company canceled 3,985,887 earnout securities. The Company expects to record the impact of the settlement agreement during its second fiscal quarter ending June 30, 2024. Tax Distributions To the extent the Company has funds legally available, the board of directors will approve distributions to each stockholder on a quarterly basis, in an amount per share that, when added to all other distributions made to such stockholder with respect to the previous calendar year, equals the estimated federal and state income tax liabilities applicable to such stockholder as the result of its, his or her ownership of the units and the associated net taxable income allocated with respect to such units for the previous calendar year. |
Related-Party Transactions
Related-Party Transactions | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | 20. RELATED-PARTY TRANSACTIONS The Company purchases dietary supplements inventories from a vendor in which the Company’s founder holds a minority interest. Inventory purchases from this vendor were $ 0.1 million and $ 0.4 million for the three months ended March 31, 2024 and 2023, respectively. Amounts due to the vendor were $ 0.4 million and $ 0.1 million as of March 31, 2024 and December 31, 2023, respectively. On May 18, 2022, BioTE Medical and Dr. Gary S. Donovitz entered into a founder advisory agreement and, as of May 26, 2022, transitioned from an officer and manager of BioTE Medical into the role of Founder Advisor and Senior Advisor (as defined in the founder advisory agreement). Pursuant to the founder advisory agreement, Dr. Gary S. Donovitz was obligated to provide strategic advisory services to BioTE Medical for a period of four years , unless terminated earlier pursuant to the terms of the founder advisory agreement, and receive an annual fee equal to $ 0.3 million per year, continued coverage under BioTE Medical’s employee benefits and reimbursement for reasonable and pre-approved business expenses. The founder advisor agreement was terminated effect ive April 23, 2024. The Company engages the services of its Chief Executive Officer’s brother-in-law, Mr. Andy Thacker, through a consulting firm that is wholly owned by Mr. Thacker. He has been engaged for various projects such as information technology projects and project management. Total compensation paid to the consulting firm under this arrangement was $ 0.03 million for each of the three months ended March 31, 2024 and 2023, respectively. Additi onally, the Company reimbursed Mr. Thacker directly for travel and travel-related costs. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2024 | |
Subsequent Events [Abstract] | |
Subsequent Events | 20. SUBSEQUENT EVENTS The Company evaluated subsequent events from March 31, 2024, the date of these unaudited condensed consolidated financial statements, through May 10, 2024, which represents the date the unaudited condensed consolidated financial statements were issued, for events requiring adjustment to or disclosure in these unaudited condensed consolidated financial statements. Share Repurchase Program Subsequent to March 31, 2024, the Company repurchased 256,043 shares of its outstanding Class A common stock for a total of $ 1.5 million , at an average price per share of $ 5.84 , and cancelled the program. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates— The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The Company regularly evaluates estimates and assumptions related to assets, liabilities, costs, expenses, contingent liabilities, share-based compensation and research and development costs. The Company bases its estimates and assumptions on historical experience and on various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates. The results of operations for the three months ended March 31, 2024 , are not necessarily indicative of the results that may be expected for the entire year. |
Segment Information | Segment Information —Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company’s chief operating decision maker is the chief executive officer. The Company has, historically, had one business activity and there were no segment managers who were held accountable for operations, operating results, and plans for levels or components below the consolidated unit level. Due to the acquisition of a privately held 503B manufacturer of compounded bioidentical hormones on March 18, 2024, the Company evaluated the guidance set forth in Accounting Standards Codification (“ASC”) 280, Segment Reporting (“ASC 280”), and concluded that the results of operations for the period between the acquisition date and March 31, 2024 related to this acquisition were not material to the unaudited condensed consolidated statements of operations and comprehensive income (loss) for the three months ended March 31, 2024 for purposes of segmentation. The Company expects to evaluate the impact of the results of operations related to this acquisition on its unaudited consolidated financial statements in subsequent periods and expand its disclosures in accordance with ASC 280 in the period in which the results of this acquisition become material to the Company’s unaudited consolidated financial statements. Please see Note 3 for further detail. |
Other Current Assets | Other Current Assets — Total other current assets consisted of the following: March 31, December 31, (in thousands) 2024 2023 Prepaid expenses $ 3,464 $ 3,914 Advances 4,955 3,638 Income tax receivable — 1,365 Other assets 216 308 Total other current assets $ 8,635 $ 9,225 Prepaid expenses include software and technology licensing agreements, insurance premiums and other advance payments for services to be received over the next 12 months. Advances are comprised of deposit payments to vendors for inventory purchase orders to be received in the next 12 months. Other assets consist of interest earned, but not paid on the Company’s money market account. |
Defined Contribution Plans | Defined Contribution Retirement Plan— Effective January 1, 2021, the Company offers participation in the BioTE Medical, LLC (“BioTE Medical”) 401(k) Plan (the “401(k) Plan”), a defined contribution plan providing retirement benefits to eligible employees. Eligible employees may contribute a portion of their annual compensation to the 401(k) Plan, subject to the maximum annual amounts as set periodically by the IRS. The Company makes a safe harbor, non-elective contribution to the 401(k) Plan equal to 3 % of each participant’s eligible employee compensation. Safe harbor contributions vest immediately for each participant. The Company made safe harbor contributions under the 401(k) Plan of $ 0.3 million and $ 0.2 million during the three months ended March 31, 2024 and 2023 , respectively. Safe harbor contributions are presented within selling, general and administrative expense in the unaudited condensed consolidated statements of operations and comprehensive income (loss). |
Concentrations | Concentrations —Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash, accounts receivable, credit agreements, and inventory purchases. The Company’s cash balances exceed those that are federally insured. To date, the Company has not recognized any losses caused by uninsured balances. As of March 31, 2024 and December 31, 2023, 100 % of the Company’s outstanding debt and available line of credit was from one lender. A failure of the counterparty to perform could result in the loss of access to the available borrowing capacity under the revolving loans. Inventory purchases from three vendors totaled 78.7 % and 82.7 % for the three months ended March 31, 2024 and 2023, respectively. Due to the nature of the markets and availability of alternative suppliers, the Company does not believe the loss of any one vendor would have a material adverse impact on the Company’s financial position, results of operations or cash flows for any significant period of time. Significant customers are those which represent more than 10% of the Company’s total revenue or gross accounts receivable balance. The Company did no t have any customers that accounted for 10% or more of total revenues for the three months ended March 31, 2024 and 2023 .The Company did no t have any customers that accounted for more than 10% of its gross accounts receivable as of March 31, 2024 and December 31, 2023 . |
Recently Adopted and Recent Accounting Pronouncements Not Yet Adopted | Recently Adopted Accounting Pronouncements —In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”). ASU 2020-06 changes how entities account for convertible instruments and contracts in an entity’s own equity and simplifies the accounting for convertible instruments by removing certain separation models for convertible instruments. ASU 2020-06 also modifies the guidance on diluted earnings per share calculations. The amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. The Company adopted this standard on January 1, 2024 , and there was no material impact to the financial statements and related disclosures. Recent Accounting Pronouncements Not Yet Adopted —In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures , which expands annual disclosures in an entity’s income tax rate reconciliation table and requires annual disclosures regarding cash taxes paid both in the U.S. (federal and state) and foreign jurisdictions. The amendments in this ASU are effective for annual periods beginning after December 15, 2024. Early adoption is permitted. The Company is in the process of evaluating the impact of this new guidance on its consolidated financial statements. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures , which expands public entities’ segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment’s profit or loss and assets. The ASU is effective for annual periods beginning after December 15, 2023 and interim periods beginning after December 15, 2024, and requires retrospective application to all prior periods presented in the financial statements. Early adoption is permitted. The Company is in the process of evaluating the impact of this new guidance on its consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Summary of Total Other Current Assets | Total other current assets consisted of the following: March 31, December 31, (in thousands) 2024 2023 Prepaid expenses $ 3,464 $ 3,914 Advances 4,955 3,638 Income tax receivable — 1,365 Other assets 216 308 Total other current assets $ 8,635 $ 9,225 |
Acquisitions (Tables)
Acquisitions (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Business Combination and Asset Acquisition [Abstract] | |
Summary of Estimates for Purchase Price Allocation to Assets Acquired and Liabilities Assumed | The following table presents the preliminary estimates for purchase price allocation to assets acquired and liabilities assumed in the purchase of Asteria Health. The preliminary purchase price allocation will be finalized by the end of the measurement period. March 31, (in thousands) 2024 Accounts receivable $ 27 Inventory 1,722 Other current assets 29 Customer relationships 1,290 Non-compete 220 Trade name 80 Property and equipment 321 Operating lease right-of-use assets 405 Accounts payable ( 63 ) Accrued expenses ( 297 ) Operating lease liabilities, current ( 75 ) Operating lease liabilities, net of current portion ( 330 ) Total identifiable net assets 3,329 Total cash consideration 8,354 Earnout liability, current 500 Goodwill $ 5,525 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Revenues Recognized | Revenue recognized for each revenue stream was as follows: Three Months Ended March 31, (in thousands) 2024 2023 Pellet procedures $ 37,389 $ 35,070 Dietary supplements 7,389 8,330 Disposable trocars 1,027 720 Compounding pharmacy 171 — Shipping fees 59 35 Product revenue 46,035 44,155 Training 274 336 Contract-term services 274 210 Other 221 142 Service revenue 769 688 Total revenue $ 46,804 $ 44,843 Revenue recognized by geographic region was as follows: Three Months Ended March 31, (in thousands) 2024 2023 United States $ 45,656 $ 44,016 All other 379 139 Product revenue 46,035 44,155 United States 769 656 All other — 32 Service revenue 769 688 Total revenue $ 46,804 $ 44,843 |
Summary of Significant Changes in Contract Liability Balances | Significant changes in contract liability balances were as follows: March 31, 2024 2023 Description of change Deferred Revenue Deferred Revenue, Deferred Revenue Deferred Revenue, Revenue recognized that was included in the contract liability balance at the beginning of the period $ ( 1,012 ) $ — $ ( 755 ) $ — Increases due to cash received, excluding amounts recognized as revenue during the period 1,652 422 760 340 Transfers between current and non-current liabilities due to the expected revenue recognition period 576 ( 576 ) 389 ( 389 ) Total increase in contract liabilities $ 1,216 $ ( 154 ) $ 394 $ ( 49 ) |
Summary of Consideration Allocated to Performance Obligations | Consideration allocated to performance obligations was as follows: March 31, December 31, (in thousands) 2024 2023 Unsatisfied training obligations – Current $ 174 $ 151 Unsatisfied contract-term services – Current 1,780 1,583 Unsatisfied contract-term services – Long-term 996 935 Total allocated to unsatisfied contract-term services 2,776 2,518 Unsatisfied pellet procedures – Current 922 940 Unsatisfied pellet procedures – Long-term 430 387 Total allocated to unsatisfied pellet procedures 1,352 1,327 Unsatisfied dietary supplements – Current - 328 Total deferred revenue – Current $ 2,876 $ 3,002 Total deferred revenue – Long-term $ 1,426 $ 1,322 |
Inventory, Net (Tables)
Inventory, Net (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Net | The components of inventory, net were as follows: March 31, December 31, (in thousands) 2024 2023 Product inventory – Pellets $ 9,129 $ 7,200 Less: Obsolete and expired pellet allowance ( 1,342 ) ( 1,272 ) Pellet inventory, net 7,787 5,928 Product inventory – Dietary supplements 11,145 11,394 Less: Obsolete and expired dietary supplement allowance ( 15 ) ( 15 ) Dietary supplement inventory, net 11,130 11,379 Inventory, net $ 18,917 $ 17,307 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment, net consisted of the following: March 31, December 31, (in thousands) 2024 2023 Trocars $ 4,644 $ 4,644 Leasehold improvements 2,206 1,506 Office equipment 374 253 Computer software 140 140 Furniture and fixtures 330 181 Computer equipment 127 108 Construction in process 121 — Property and equipment 7,942 6,832 Less: Accumulated depreciation ( 5,751 ) ( 5,614 ) Property and equipment, net $ 2,191 $ 1,218 |
Capitalized Software, Net (Tabl
Capitalized Software, Net (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Research and Development [Abstract] | |
Summary of Capitalized Software, Net | Capitalized software, net consisted of the following: March 31, December 31, (in thousands) 2024 2023 Website costs $ 6,655 $ 6,653 Development in process 3,204 2,856 Less: Accumulated amortization ( 4,929 ) ( 4,536 ) Capitalized software, net $ 4,930 $ 4,973 |
Intangible Assets, Net (Tables)
Intangible Assets, Net (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Intangible Assets, Net | Intangible assets, net consisted of the following: March 31, 2024 (in thousands) Fair Value at Acquisition Accumulated Amortization Net Carrying Value Weighted Average Amortization Period Customer relationships $ 2,097 $ ( 25 ) $ 2,072 8.5 years Developed technology 3,760 ( 188 ) 3,572 5 years Non-compete agreement 220 — 220 3 years Trade names 158 ( 7 ) 151 3 years Total intangible assets $ 6,235 $ ( 220 ) $ 6,015 6 years |
Schedule of Estimated Amortization Expense | The estimated amortization expense for each of the next five years is as follows: As of March 31, (in thousands) 2024 (remaining nine months) $ 865 2025 1,153 2026 1,153 2027 1,052 2028 1,027 Thereafter 765 Total $ 6,015 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses consisted of the following: March 31, December 31, (in thousands) 2024 2023 Accrued professional fees $ 490 $ 561 Accrued employee-related costs 4,492 6,068 Accrued tax distributions 2,029 — Income tax payable 1,135 17 Other 1,583 1,851 Accrued expenses $ 9,729 $ 8,497 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term debt | Long-term debt was as follows: March 31, December 31, (in thousands) 2024 2023 Term loan $ 114,063 $ 115,625 Less: Current portion $ ( 6,250 ) ( 6,250 ) $ 107,813 $ 109,375 Less: Unamortized debt issuance costs $ ( 2,543 ) ( 2,745 ) Term loan, net of current portion $ 105,270 $ 106,630 |
Schedule of Future Maturities of Long-term Debt | Future maturities of long-term debt, excluding debt issuance costs, are as follows: As of March 31, (in thousands) 2024 (remaining nine months) 4,688 2025 6,250 2026 6,250 2027 96,875 $ 114,063 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Liabilities Measured at Fair Value on Recurring Basis | The following table presents information regarding the Company’s financial liabilities that were measured at fair value on a recurring basis: March 31, 2024 (in thousands) Level 1 Level 2 Level 3 Total Liabilities: Earnout liability $ — $ — $ 54,044 $ 54,044 December 31, 2023 (in thousands) Level 1 Level 2 Level 3 Total Liabilities: Earnout liability $ — $ — $ 41,100 $ 41,100 |
Summary of Significant Inputs Used to Measure Fair Value of Level 3 Earnout Liability | The following table provides the significant inputs used to measure the fair value of the level 3 Earnout liability: As of March 31, 2024 December 31, 2023 Stock price $ 5.80 $ 4.94 Risk-free rate 4.3 % 4.0 % Volatility 67.5 % 65.0 % Term (in years) 3.2 3.9 |
Changes in Fair Value of Level 3 Financial Instruments | Changes in the fair value of the Company’s Level 3 financial instruments were as follows: (in thousands) Earnout Liability Fair value as of December 31, 2023 $ 41,100 Fair value of earnout related to acquisitions 855 Loss from change in fair value 12,089 Fair value as of March 31, 2024 $ 54,044 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Restricted Stock Unit Activity | The following table summarizes RSU activity during the three months ended March 31, 2024: Shares Weighted-Average RSUs outstanding at December 31, 2022 1,622,840 $ 9.41 Granted 42,238 $ 5.83 Vested ( 1,250,512 ) $ 9.73 RSUs outstanding at December 31, 2023 414,566 $ 8.08 Granted 51,750 $ 4.00 Vested ( 177,843 ) $ 9.62 RSUs outstanding at March 31, 2024 288,473 $ 6.40 |
Summary of Stock Option Activity | The following table summarizes stock option activity during the three months ended March 31, 2024: Shares Weighted-Average Weighted-Average Options outstanding at December 31, 2022 5,042,628 $ 3.86 9.5 Granted 4,286,005 $ 5.60 Exercised ( 105,049 ) $ 4.00 Forfeited ( 1,081,868 ) $ 4.69 Options outstanding at December 31, 2023 8,141,716 $ 4.66 8.9 Granted 786,500 $ 5.60 Exercised ( 80,598 ) $ 4.00 Forfeited ( 420,212 ) $ 4.37 Options outstanding at March 31, 2024 8,427,406 $ 4.63 8.9 Options exercisable at March 31, 2024 281,085 $ 4.35 8.8 |
Summary of Weighted-Average Assumptions used to Estimate Fair Value of Stock Options Granted | The weighted-average assumptions used to estimate the fair value of stock options granted during the three months ended March 31, 2024 were as follows: Expected term (in years) 6.2 Volatility 64.5 % Risk-free rate 3.8 % Dividend yield 0.0 % |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Leases [Abstract] | |
Summary of Operating Lease Costs Recognized under ASC 842 and Supplemental Cash Flow Information for Leases | The following table contains a summary of the operating lease costs recognized under ASC 842 and supplemental cash flow information for leases: Three Months Ended March 31, 2024 2023 Fixed lease expense $ 126 $ 112 Total lease cost $ 126 $ 112 Other information: Cash paid for amounts included in the measurement of lease liabilities $ 115 $ 64 Right-of-use assets obtained in exchange for new operating lease liabilities $ 324 $ — |
Summary Balance Sheet Classification of Operating Leases and Weighted Average Remaining Lease Term and Discount Rate | The following table summarizes the balance sheet classification of the Company’s operating leases, amounts of ROU assets and lease liabilities, the weighted average remaining lease term, and the weighted average discount rate for the Company’s operating leases: March 31, December 31, (in thousands) 2024 2023 Lease assets Operating lease right-of-use assets $ 2,202 $ 1,877 Total lease assets $ 2,202 $ 1,877 Lease liabilities Current: Operating lease liabilities $ 406 $ 311 Non-current: Operating lease liabilities 1,917 1,680 Total lease liabilities $ 2,323 $ 1,991 Weighted-average remaining lease term — operating leases (years) 4.57 4.92 Weighted-average discount rate — operating leases 8.10 % 8.31 % |
Summary of Payments by Date for Operating Lease | The following table summarizes the payments by date for the Company’s operating lease, which is then reconciled to the total lease obligation: As of March 31, (in thousands) 2024 (remaining nine months) 429 2025 590 2026 610 2027 630 2028 524 Thereafter — Total lease payments 2,783 Less: Interest ( 460 ) Present value of lease liabilities $ 2,323 |
Net Loss Per Common Share (Tabl
Net Loss Per Common Share (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of Net Loss Per Common Share | The following table sets forth the computation of net loss per common share: Three Months Ended March 31, (in thousands, except share and per share data) 2024 2023 Net loss per common share Numerator: Net loss attributable to biote Corp. stockholders (basic and diluted) $ ( 2,070 ) $ ( 6,805 ) Denominator: Weighted average shares outstanding - basic 34,621,166 17,585,045 Effect of dilutive securities — — Weighted average shares outstanding - diluted 34,621,166 17,585,045 Net loss per common share Basic $ ( 0.06 ) $ ( 0.39 ) Diluted $ ( 0.06 ) $ ( 0.39 ) |
Schedule of Computation of Diluted Weighted Average Shares Outstanding | The Company excluded the following potential shares, presented based on amounts outstanding at each period end, from the computation of diluted weighted average shares outstanding for the periods indicated because including them would have had an antidilutive effect: Three Months Ended March 31, 2024 2023 RSUs 288,473 1,196,632 Stock Options 8,427,406 5,026,279 Class V Voting Stock 28,819,066 40,612,566 Public Warrants — 8,116,643 Private Placement Warrants — 5,387,489 Earnout Voting Shares 10,000,000 10,000,000 Sponsor Earnout Shares 1,587,500 1,587,500 49,122,445 71,927,109 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) $ in Millions | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 USD ($) Vendor Customer shares | Mar. 31, 2023 USD ($) Vendor Customer | Dec. 31, 2023 Customer shares | |
Product Information [Line Items] | |||
Number of vendors | Vendor | 3 | 3 | |
Number of customers accounted for 10% of total revenue | 0 | 0 | |
Number of customers accounted for 10% of accounts receivable | 0 | 0 | |
Class A Common Stock | |||
Product Information [Line Items] | |||
Common stock, shares issued | shares | 35,651,732 | 35,842,383 | |
ASU 2020-06 | |||
Product Information [Line Items] | |||
Change in Accounting Principle, Accounting Standards Update, Adoption Date | Jan. 01, 2024 | ||
Change in Accounting Principle, Accounting Standards Update, Adopted [true false] | true | ||
Change in Accounting Principle, Accounting Standards Update, Immaterial Effect [true false] | true | ||
401(k) Plan | |||
Product Information [Line Items] | |||
Employer Safe Harbor non-elective contribution percentage | 3% | ||
Employer Safe Harbor contribution amount | $ | $ 0.3 | $ 0.2 | |
Outstanding Debt and Available Line of Credit | Liabilities | |||
Product Information [Line Items] | |||
Concentration risk percentage | 100% | 100% | |
Inventory | Vendor Concentration | Assets | |||
Product Information [Line Items] | |||
Concentration risk percentage | 78.70% | 82.70% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Total Other Current Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Prepaid Expense and Other Assets, Current [Abstract] | ||
Prepaid expenses | $ 3,464 | $ 3,914 |
Advances | 4,955 | 3,638 |
Income tax receivable | 1,365 | |
Other assets | 216 | 308 |
Total other current assets | $ 8,635 | $ 9,225 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 18, 2024 | Jan. 29, 2024 | Jan. 02, 2024 | Mar. 31, 2024 | |
Business Acquisition [Line Items] | ||||
Cash consideration | $ 11,122 | |||
F.H. Investments Inc | ||||
Business Acquisition [Line Items] | ||||
Business combination, total consideration | $ 8,900 | |||
Cash consideration | 8,400 | 8,354 | ||
Consideration additional cash payment | $ 500 | |||
Acquisition-related costs | 400 | |||
F.H. Investments Inc | Customer relationships | ||||
Business Acquisition [Line Items] | ||||
Intangible asset | 1,290 | |||
Simpatra, LLC | ||||
Business Acquisition [Line Items] | ||||
Cash consideration | $ 1,500 | |||
Consideration additional cash payment | $ 300 | |||
Business combination agreement date | Jan. 02, 2024 | |||
BioSana ID LLC | ||||
Business Acquisition [Line Items] | ||||
Cash consideration | $ 700 | |||
Maximum future earnout payment | $ 100 | |||
Business combination agreement date | Jan. 29, 2024 | |||
BioSana ID LLC | Customer relationships | ||||
Business Acquisition [Line Items] | ||||
Intangible asset | $ 700 | |||
Class A Common Stock | Simpatra, LLC | ||||
Business Acquisition [Line Items] | ||||
Business combination number of share issued | 389,105 | |||
Number of shares held | 97,276 | |||
Number of achieving financial targets year | 4 years | |||
Class A Common Stock | Simpatra, LLC | Future earn out payment | ||||
Business Acquisition [Line Items] | ||||
Business combination number of share issued | 194,553 |
Acquisitions - Summary of Estim
Acquisitions - Summary of Estimates for Purchase Price Allocation to Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 18, 2024 | Mar. 31, 2024 | |
Business Acquisition [Line Items] | ||
Total cash consideration | $ 11,122 | |
Goodwill | 5,525 | |
F.H. Investments Inc | ||
Business Acquisition [Line Items] | ||
Accounts receivable | 27 | |
Inventory | 1,722 | |
Other current assets | 29 | |
Property and equipment | 321 | |
Operating lease right-of-use assets | 405 | |
Accounts payable | (63) | |
Accrued expenses | (297) | |
Operating lease liabilities, current | (75) | |
Operating lease liabilities, net of current portion | (330) | |
Total identifiable net assets | 3,329 | |
Total cash consideration | $ 8,400 | 8,354 |
Performance-based contingent consideration | $ 500 | |
Earnout liability, current | 500 | |
Goodwill | 5,525 | |
F.H. Investments Inc | Customer relationships | ||
Business Acquisition [Line Items] | ||
Intangible assets | 1,290 | |
F.H. Investments Inc | Non-compete | ||
Business Acquisition [Line Items] | ||
Intangible assets | 220 | |
F.H. Investments Inc | Trade Name | ||
Business Acquisition [Line Items] | ||
Intangible assets | $ 80 |
Revenue Recognition - Schedule
Revenue Recognition - Schedule of Revenues Recognized for Each Revenue Stream (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 46,804 | $ 44,843 |
Pellet Procedures Product Revenue | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 37,389 | 35,070 |
Dietary Supplements | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 7,389 | 8,330 |
Disposable Trocars Product Revenue | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 1,027 | 720 |
Compounding Pharmacy Product Revenue | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 171 | |
Shipping Fees Product Revenue | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 59 | 35 |
Product Revenue | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 46,035 | 44,155 |
Training Service Revenue | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 274 | 336 |
Contract-Term Services Revenue | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 274 | 210 |
Other Service Revenue | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 221 | 142 |
Service Revenue | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 769 | $ 688 |
Revenue Recognition - Schedul_2
Revenue Recognition - Schedule of Revenues Recognized by Geographic Region (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 46,804 | $ 44,843 |
Product Revenue | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 46,035 | 44,155 |
Product Revenue | United States | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 45,656 | 44,016 |
Product Revenue | All Other | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 379 | 139 |
Service Revenue | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 769 | 688 |
Service Revenue | United States | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 769 | 656 |
Service Revenue | All Other | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 32 |
Revenue Recognition - Summary o
Revenue Recognition - Summary of Significant Changes in Contract Liability Balances (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Deferred Revenue | ||
Disaggregation of Revenue [Line Items] | ||
Revenue recognized that was included in the contract liability balance at the beginning of the period | $ (1,012) | $ (755) |
Increases due to cash received, excluding amounts recognized as revenue during the period | 1,652 | 760 |
Transfers between current and non-current liabilities due to the expected revenue recognition period | 576 | 389 |
Total increase in contract liabilities | 1,216 | 394 |
Deferred Revenue, Long-term | ||
Disaggregation of Revenue [Line Items] | ||
Increases due to cash received, excluding amounts recognized as revenue during the period | 422 | 340 |
Transfers between current and non-current liabilities due to the expected revenue recognition period | (576) | (389) |
Total increase in contract liabilities | $ (154) | $ (49) |
Revenue Recognition - Summary_2
Revenue Recognition - Summary of Consideration Allocated to Performance Obligations (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Disaggregation of Revenue [Line Items] | ||
Deferred revenue, current | $ 2,876 | $ 3,002 |
Deferred revenue, net of current portion | 1,426 | 1,322 |
Unsatisfied Training Obligations | ||
Disaggregation of Revenue [Line Items] | ||
Deferred revenue, current | 174 | 151 |
Unsatisfied Contract-term Services | ||
Disaggregation of Revenue [Line Items] | ||
Deferred revenue, current | 1,780 | 1,583 |
Deferred revenue, net of current portion | 996 | 935 |
Total Deferred Revenue | 2,776 | 2,518 |
Unsatisfied Pellet Procedures | ||
Disaggregation of Revenue [Line Items] | ||
Deferred revenue, current | 922 | 940 |
Deferred revenue, net of current portion | 430 | 387 |
Total Deferred Revenue | $ 1,352 | 1,327 |
Unsatisfied Dietary Supplements | ||
Disaggregation of Revenue [Line Items] | ||
Deferred revenue, current | $ 328 |
Revenue Recognition - Additiona
Revenue Recognition - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | ||
Reduction of revenue | $ 0 | $ 0 |
Inventory, Net - Schedule of In
Inventory, Net - Schedule of Inventory, Net (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Inventory [Line Items] | ||
Net Inventory | $ 18,917 | $ 17,307 |
Product | Pellets | ||
Inventory [Line Items] | ||
Inventory, gross | 9,129 | 7,200 |
Obsolete and expired allowance | (1,342) | (1,272) |
Net Inventory | 7,787 | 5,928 |
Product | Dietary Supplements | ||
Inventory [Line Items] | ||
Inventory, gross | 11,145 | 11,394 |
Obsolete and expired allowance | (15) | (15) |
Net Inventory | $ 11,130 | $ 11,379 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 7,942 | $ 6,832 |
Less: Accumulated depreciation | (5,751) | (5,614) |
Property and equipment, net | 2,191 | 1,218 |
Trocars | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 4,644 | 4,644 |
Leasehold Improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 2,206 | 1,506 |
Office Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 374 | 253 |
Computer Software | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 140 | 140 |
Furniture and Fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 330 | 181 |
Computer Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 127 | $ 108 |
Construction in process | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 121 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 0.1 | $ 0.3 |
Capitalized Software, Net - Sum
Capitalized Software, Net - Summary of Capitalized Software, Net (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Research and Development [Abstract] | ||
Website costs | $ 6,655 | $ 6,653 |
Development in process | 3,204 | 2,856 |
Less: Accumulated amortization | (4,929) | (4,536) |
Capitalized software, net | $ 4,930 | $ 4,973 |
Capitalized Software, Net - Add
Capitalized Software, Net - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Research and Development [Abstract] | ||
Amortization expense | $ 0.4 | $ 0.3 |
Intangible Assets, Net - Summar
Intangible Assets, Net - Summary of Intangible Assets, Net (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Finite-Lived Intangible Assets [Line Items] | ||
Fair Value at Acquisition | $ 6,235,000 | |
Accumulated Amortization | (220,000) | |
Total | $ 6,015,000 | $ 0 |
Weighted Average Amortization Period | 6 years | |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Fair Value at Acquisition | $ 2,097,000 | |
Accumulated Amortization | (25,000) | |
Total | $ 2,072,000 | |
Weighted Average Amortization Period | 8 years 6 months | |
Developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Fair Value at Acquisition | $ 3,760,000 | |
Accumulated Amortization | (188,000) | |
Total | $ 3,572,000 | |
Weighted Average Amortization Period | 5 years | |
Non-compete agreement | ||
Finite-Lived Intangible Assets [Line Items] | ||
Fair Value at Acquisition | $ 220,000 | |
Total | $ 220,000 | |
Weighted Average Amortization Period | 3 years | |
Trade names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Fair Value at Acquisition | $ 158,000 | |
Accumulated Amortization | (7,000) | |
Total | $ 151,000 | |
Weighted Average Amortization Period | 3 years |
Intangible Assets, Net - Additi
Intangible Assets, Net - Additional Information (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Intangible assets | $ 6,015,000 | $ 0 |
Recognized amortization expense | $ 200,000 |
Intangible Assets, Net - Schedu
Intangible Assets, Net - Schedule of Estimated Amortization Expense (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2024 (remaining nine months) | $ 865,000 | |
2025 | 1,153,000 | |
2026 | 1,153,000 | |
2027 | 1,052,000 | |
2028 | 1,027,000 | |
Thereafter | 765,000 | |
Total | $ 6,015,000 | $ 0 |
Accrued Expenses - Schedule of
Accrued Expenses - Schedule of Accrued Expenses (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Payables and Accruals [Abstract] | ||
Accrued professional fees | $ 490 | $ 561 |
Accrued employee-related costs | 4,492 | 6,068 |
Accrued tax distributions | 2,029 | |
Income tax payable | 1,135 | 17 |
Other | 1,583 | 1,851 |
Accrued expenses | $ 9,729 | $ 8,497 |
Long-Term Debt - Additional Inf
Long-Term Debt - Additional Information (Details) - USD ($) | 3 Months Ended | |||
May 26, 2022 | May 22, 2022 | Mar. 31, 2024 | Mar. 31, 2023 | |
Debt Instrument [Line Items] | ||||
Outstanding principal amount of term loan | $ 114,063,000 | |||
Amortization expense related to debt issuance costs | $ 202,000 | $ 195,000 | ||
Line of Credit | Truist Term Loan | ||||
Debt Instrument [Line Items] | ||||
Term loan face amount | $ 125,000,000 | |||
Interest rate | 7.93% | |||
Periodic payments | $ 1,600,000 | |||
Frequency of periodic payments | quarterly | |||
Outstanding principal amount of term loan | $ 114,100,000 | |||
Term loan maturity date | May 26, 2027 | |||
Covenant description | The Credit Agreement is subject to (i) a maximum total net leverage ratio and (ii) a minimum fixed charge coverage ratio. The Company must maintain a total net leverage ratio of less than or equal to (i) 4.00:1.00, with respect to the fiscal quarter ending June 30, 2023 through and including March 31, 2024, and (ii) 3.75:1.00 thereafter. Beginning with the third fiscal quarter of 2022, the Company must not permit the Consolidated Fixed Charge Coverage Ratio to be less than 1.25:1.00. Both financial covenants are tested quarterly. | |||
Covenant compliance | the Company was in compliance with all required financial covenants associated with the Credit Agreement, | |||
Company incurred lender's fees and related attorney's fees | $ 4,000,000 | |||
Amortization expense related to debt issuance costs | $ 200,000 | 200,000 | ||
Line of Credit | Truist Term Loan | Minimum | ||||
Debt Instrument [Line Items] | ||||
Fixed charge coverage ratio | 1.25 | |||
Line of Credit | Truist Term Loan | Leverage Ratio with Respect to June 30, 2023 through March 31, 2024 | Maximum | ||||
Debt Instrument [Line Items] | ||||
Net leverage ratio | 4 | |||
Line of Credit | Truist Term Loan | Leverage Ratio, Thereafter | Maximum | ||||
Debt Instrument [Line Items] | ||||
Net leverage ratio | 3.75 | |||
Line of Credit | Truist Term Loan | SOFR Rate | Minimum | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, applicable margin rate | 2.50% | |||
Line of Credit | Truist Term Loan | SOFR Rate | Maximum | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, applicable margin rate | 2.75% | |||
Line of Credit | Truist Term Loan | Base Rate | Minimum | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, applicable margin rate | 1.50% | |||
Line of Credit | Truist Term Loan | Base Rate | Maximum | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, applicable margin rate | 1.75% | |||
Revolving Credit Facility | Truist Term Loan | ||||
Debt Instrument [Line Items] | ||||
Line of credit facility, maximum borrowing capacity | $ 50,000,000 | |||
Proceeds from line of credit | $ 0 | $ 0 | ||
Senior Secured Revolving Credit Facility | Debt Commitment Letter | Haymaker III | ||||
Debt Instrument [Line Items] | ||||
Line of credit facility, maximum borrowing capacity | $ 50,000 | |||
Senior Secured Term Loan A Facility | Debt Commitment Letter | Haymaker III | ||||
Debt Instrument [Line Items] | ||||
Term loan face amount | $ 125,000 |
Long-Term Debt - Schedule of Lo
Long-Term Debt - Schedule of Long-term debt (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Debt Disclosure [Abstract] | ||
Term loan | $ 114,063 | $ 115,625 |
Less: Current portion | (6,250) | (6,250) |
Team loan non-current portion gross | 107,813 | 109,375 |
Less: Unamortized debt issuance costs | (2,543) | (2,745) |
Term loan, net of current portion | $ 105,270 | $ 106,630 |
Long-Term Debt - Schedule of Fu
Long-Term Debt - Schedule of Future Maturities of Long-term Debt (Details) $ in Thousands | Mar. 31, 2024 USD ($) |
Debt Disclosure [Abstract] | |
2024 (remaining nine months) | $ 4,688 |
2025 | 6,250 |
2026 | 6,250 |
2027 | 96,875 |
Long-term debt | $ 114,063 |
Warrant Liability - Additional
Warrant Liability - Additional Information (Details) | Mar. 31, 2024 $ / shares |
Class A Common Stock | |
Class of Warrant or Right [Line Items] | |
Share Price | $ 5.41 |
Earnout Liability - Additional
Earnout Liability - Additional Information (Details) | 3 Months Ended |
Mar. 31, 2024 $ / shares | |
Business Combination | |
Loss Contingencies [Line Items] | |
Earnout deadline date | May 26, 2027 |
Share Price Equals or Exceeds 15.00 Per Share [Member] | Business Combination | |
Loss Contingencies [Line Items] | |
Share Price | $ 15 |
Common stock transfers threshold trading days | 20 days |
Number of consecutive trading days for determining the share price | 30 days |
Share Price Equals or Exceeds 17.50 Per Share [Member] | Business Combination | |
Loss Contingencies [Line Items] | |
Share Price | $ 17.5 |
Common stock transfers threshold trading days | 20 days |
Number of consecutive trading days for determining the share price | 30 days |
Class A Common Stock | |
Loss Contingencies [Line Items] | |
Share Price | $ 5.41 |
Class A Common Stock | Share Price Equals or Exceeds 12.50 Per Share [Member] | Business Combination | |
Loss Contingencies [Line Items] | |
Share Price | $ 12.5 |
Common stock transfers threshold trading days | 20 days |
Number of consecutive trading days for determining the share price | 30 days |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Financial Liabilities Measured at Fair Value on Recurring Basis (Details) - Earnout Liability - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Schedule Of Changes In The Fair Value Of Warrant Liabilities [Line Items] | ||
Liability | $ 54,044 | $ 41,100 |
Level 3 | ||
Schedule Of Changes In The Fair Value Of Warrant Liabilities [Line Items] | ||
Liability | $ 54,044 | $ 41,100 |
Fair Value Measurements - Chang
Fair Value Measurements - Changes in Fair Value of Level 3 Financial Instruments (Details) - Level 3 Earnout Liability | Mar. 31, 2024 $ / shares | Dec. 31, 2023 $ / shares |
Stock Price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Sale of stock price per share | $ 5.8 | $ 4.94 |
Risk-free Rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and rights outstanding measurement input | 4.3 | 4 |
Volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and rights outstanding measurement input | 67.5 | 65 |
Term (in years) | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and rights outstanding term | 3 years 2 months 12 days | 3 years 10 months 24 days |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Changes in the Fair Value of Company's Level 3 Financial Instruments (Details) - Earnout Liability $ in Thousands | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Schedule Of Changes In The Fair Value Of Warrant Liabilities [Line Items] | |
Fair value as of December 31, 2023 | $ 41,100 |
Fair value of earnout related to acquisitions | 855 |
Loss from change in fair value | 12,089 |
Fair value as of March 31, 2024 | $ 54,044 |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Details) - USD ($) | 3 Months Ended | ||
May 26, 2022 | Mar. 31, 2024 | Mar. 31, 2023 | |
2022 Equity Incentive Plan | RSUs | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Compensation expense | $ 300,000 | $ 1,300,000 | |
Unrecognized compensation expense | $ 200,000 | ||
Unrecognized compensation expense, expected to be recognized, weighted-average remaining vesting period | 3 months | ||
2022 Equity Incentive Plan | Stock Options | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Compensation expense | $ 1,400,000 | 900,000 | |
Unrecognized compensation expense | $ 16,200,000 | ||
Unrecognized compensation expense, expected to be recognized, weighted-average remaining vesting period | 2 years 10 months 13 days | ||
2022 Employee Stock Purchase Plan | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Compensation expense | $ 30,000 | $ 0 | |
Maximum term of stock | 10 years | ||
Common stock shares reserved for future issuance | 797,724 | ||
Number of shares purchase | 33,704 | ||
2022 Employee Stock Purchase Plan | Maximum | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Percentage of number of shares of capital stock | 1% |
Share-Based Compensation - Summ
Share-Based Compensation - Summary of Restricted Stock Unit Activity (Details) - RSUs - 2022 Equity Incentive Plan - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Shares, RSUs Outstanding, Beginning balance | 414,566 | 1,622,840 |
Shares, Granted | 51,750 | 42,238 |
Shares, Vested | (177,843) | (1,250,512) |
Shares, RSUs Outstanding, Ending balance | 288,473 | 414,566 |
Weighted-Average Grant-Date Fair Value, RSUs Outstanding, Beginning balance | $ 8.08 | $ 9.41 |
Weighted-Average Grant-Date Fair Value, Granted | 4 | 5.83 |
Weighted-Average Grant-Date Fair Value, Vested | 9.62 | 9.73 |
Weighted-Average Grant-Date Fair Value, RSUs Outstanding, Ending balance | $ 6.4 | $ 8.08 |
Share-Based Compensation - Su_2
Share-Based Compensation - Summary of Stock Option Activity (Details) - 2022 Equity Incentive Plan - $ / shares | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Stock Options Outstanding, Beginning Balance | 8,141,716 | 5,042,628 | |
Stock Options, Granted | 786,500 | 4,286,005 | |
Stock Options, Exercised | (80,598) | (105,049) | |
Stock Options, Forfeited | (420,212) | (1,081,868) | |
Stock Options Outstanding, Ending Balance | 8,427,406 | 8,141,716 | 5,042,628 |
Stock Options, Exercisable | 281,085 | ||
Weighted-Average Exercise Price Outstanding, Beginning Balance | $ 4.66 | $ 3.86 | |
Weighted-Average Exercise Price, Granted | 5.6 | 5.6 | |
Weighted-Average Exercise Price, Exercised | 4 | 4 | |
Weighted-Average Exercise Price, Forfeited | 4.37 | 4.69 | |
Weighted-Average Exercise Price Outstanding, Ending Balance | 4.63 | $ 4.66 | $ 3.86 |
Weighted-Average Exercise Price, Exercisable | $ 4.35 | ||
Weighted-Average Remaining Contractual Term (Years) | 8 years 10 months 24 days | 8 years 10 months 24 days | 9 years 6 months |
Weighted-Average Remaining Contractual Term (Years), Exercisable | 8 years 9 months 18 days |
Share-Based Compensation - Su_3
Share-Based Compensation - Summary of Weighted-Average Assumptions used to Estimate Fair Value of Stock Options Granted (Details) - 2022 Equity Incentive Plan | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Expected term (in years) | 6 years 2 months 12 days |
Volatility | 64.50% |
Risk-free rate | 3.80% |
Dividend yield | 0% |
Leases - Additional Information
Leases - Additional Information (Details) - ft² | 3 Months Ended | ||
Nov. 01, 2022 | Jul. 01, 2014 | Mar. 31, 2024 | |
Leases [Abstract] | |||
Extend lease term date | Nov. 30, 2028 | Jun. 30, 2023 | |
Operating lease option to Extend | On November 1, 2022, the Company executed an extension of leased office space to extend through November 30, 2028. | ||
Area of office space | 3,700 |
Leases - Summary of Operating L
Leases - Summary of Operating Lease Costs Recognized under ASC 842 and Supplemental Cash Flow Information for Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Leases [Abstract] | ||
Fixed lease expense | $ 126 | $ 112 |
Total lease cost | 126 | 112 |
Other information: | ||
Cash paid for amounts included in the measurement of lease liabilities | 115 | $ 64 |
Right-of-use assets obtained in exchange for new operating lease liabilities | $ 324 |
Leases - Summary Balance Sheet
Leases - Summary Balance Sheet Classification of Operating Leases and Weighted Average Remaining Lease Term and Discount Rate (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Lease Assets | ||
Operating lease right-of-use assets | $ 2,202 | $ 1,877 |
Total lease assets | 2,202 | 1,877 |
Lease Liabilities | ||
Operating lease liabilities, current | 406 | 311 |
Operating lease liabilities, non-current | 1,917 | 1,680 |
Total lease liabilities | $ 2,323 | $ 1,991 |
Weighted-average remaining lease term --- operating leases (years) | 4 years 6 months 25 days | 4 years 11 months 1 day |
Weighted-average discount rate --- operating leases | 8.10% | 8.31% |
Leases - Summary of Payments by
Leases - Summary of Payments by Date for Operating Lease (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Lessee, Operating Lease, Liability, to be Paid, Fiscal Year Maturity [Abstract] | ||
2024 (remaining three months) | $ 429 | |
2025 | 590 | |
2026 | 610 | |
2027 | 630 | |
2028 | 524 | |
Total lease payments | 2,783 | |
Less: Interest | (460) | |
Present value of lease liabilities | $ 2,323 | $ 1,991 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 3 Months Ended | |||
Dec. 13, 2021 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Valuation Allowance [Line Items] | ||||
Income tax expense | $ 2,486,000 | $ 630,000 | ||
TRA liability | $ 18,894,000 | $ 18,894,000 | ||
Haymaker III | Other Business Combination | ||||
Valuation Allowance [Line Items] | ||||
Income tax percentage of federal state and local income tax savings | 85% | 15% | ||
Deferred tax asset | $ 0 | |||
TRA liability | $ 0 |
Capital Stock - Additional Info
Capital Stock - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | May 10, 2024 | Apr. 26, 2024 | Mar. 31, 2024 | Jan. 24, 2024 |
Subsequent Event | ||||
Capital Stock [Line Items] | ||||
Average price per share | $ 5.84 | |||
Common Class A | ||||
Capital Stock [Line Items] | ||||
Stock repurchase program remaining balance | $ 15.9 | |||
Repurchased shares value | $ 4.1 | |||
Repurchased shares | 740,921 | |||
Average price per share | $ 5.41 | |||
Common Class A | Subsequent Event | ||||
Capital Stock [Line Items] | ||||
Repurchased shares value | $ 1.5 | |||
Repurchased shares | 256,043 | 5,075,090 | ||
Maximum | Common Class A | ||||
Capital Stock [Line Items] | ||||
Share repurchase program authorized amount | $ 20 |
Net Loss Per Common Share - Sch
Net Loss Per Common Share - Schedule of Computation of Net Loss Per Common Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Numerator: | ||
Net loss attributable to biote Corp. stockholders (basic) | $ (2,070) | $ (6,805) |
Net loss attributable to biote Corp. stockholders (diluted) | $ (2,070) | $ (6,805) |
Denominator: | ||
Weighted average shares outstanding - basic | 34,621,166 | 17,585,045 |
Weighted average shares outstanding - diluted | 34,621,166 | 17,585,045 |
Net income (loss) per common share | ||
Basic | $ (0.06) | $ (0.39) |
Diluted | $ (0.06) | $ (0.39) |
Net Loss Per Common Share - S_2
Net Loss Per Common Share - Schedule of Computation of Diluted Weighted Average Shares Outstanding (Details) - shares | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially antidilutive common units outstanding | 49,122,445 | 71,927,109 |
RSUs | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially antidilutive common units outstanding | 288,473 | 1,196,632 |
Stock Options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially antidilutive common units outstanding | 8,427,406 | 5,026,279 |
Public Warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially antidilutive common units outstanding | 8,116,643 | |
Private Placement Warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially antidilutive common units outstanding | 5,387,489 | |
Class V Voting Stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially antidilutive common units outstanding | 28,819,066 | 40,612,566 |
Earnout Voting Shares | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially antidilutive common units outstanding | 10,000,000 | 10,000,000 |
Sponsor Earn Out Shares | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially antidilutive common units outstanding | 1,587,500 | 1,587,500 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | |||||
Apr. 23, 2024 | Nov. 02, 2023 | Jun. 23, 2022 | Mar. 31, 2024 | May 10, 2024 | Apr. 26, 2024 | |
Loss Contingencies [Line Items] | ||||||
Loss contingency, lawsuit filing date | June 23, 2022 | |||||
Loss contingency, name of plaintiff | Donovitz | |||||
Loss contingency, name of defendant | Haymaker Sponsor, LLC | |||||
Subsequent Event | ||||||
Loss Contingencies [Line Items] | ||||||
Repurchase of stock upon settlement agreement | $ 76.9 | |||||
Paired interests, shares | 3,117,299 | |||||
Paired interests, value | $ 32.2 | |||||
Cancellation of earnout securities under settlement agreement | 3,985,887 | |||||
Class A Common Stock | ||||||
Loss Contingencies [Line Items] | ||||||
Repurchased shares | 740,921 | |||||
Class A Common Stock | Subsequent Event | ||||||
Loss Contingencies [Line Items] | ||||||
Repurchased shares | 256,043 | 5,075,090 | ||||
Judicial Ruling | ||||||
Loss Contingencies [Line Items] | ||||||
Loss contingency attorney's fees awarded | $ 4.7 | |||||
Loss contingency future fees awarded | $ 0.2 |
Related-Party Transactions - Ad
Related-Party Transactions - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
May 18, 2022 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Vendor | ||||
Related Party Transaction [Line Items] | ||||
Inventory purchases | $ 100 | $ 400 | ||
Vendor | Related Party | ||||
Related Party Transaction [Line Items] | ||||
Amount due | 400 | $ 100 | ||
Founder Advisor | Founder Advisory Agreement | ||||
Related Party Transaction [Line Items] | ||||
Agreement term | 4 years | |||
Annual fees per year | $ 300 | |||
Mr. Andy Thacker | Independent Contractor Agreement and New Independent Contractor Agreement | ||||
Related Party Transaction [Line Items] | ||||
Compensation paid | $ 30 | $ 30 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | May 10, 2024 | Apr. 26, 2024 | Mar. 31, 2024 |
Subsequent Event | |||
Subsequent Event [Line Items] | |||
Average price per share | $ 5.84 | ||
Common Class A | |||
Subsequent Event [Line Items] | |||
Repurchased shares | 740,921 | ||
Repurchased shares value | $ 4.1 | ||
Average price per share | $ 5.41 | ||
Common Class A | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Repurchased shares | 256,043 | 5,075,090 | |
Repurchased shares value | $ 1.5 |