Cover Page
Cover Page | 9 Months Ended |
Sep. 30, 2022 | |
Document Information [Line Items] | |
Document Type | S-1 |
Amendment Flag | false |
Entity Registrant Name | biote Corp. |
Entity Central Index Key | 0001819253 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | |||
Cash | $ 77,461 | $ 26,766 | $ 17,208 |
Accounts receivable, net | 7,635 | 5,231 | 4,720 |
Inventory, net | 10,181 | 9,615 | 4,324 |
Other current assets | 5,534 | 5,473 | 1,570 |
Total current assets | 100,811 | 47,085 | 27,822 |
Property and equipment, net | 1,776 | 2,335 | 1,583 |
Capitalized software, net | 5,118 | 4,554 | 2,600 |
Operating lease right-of-use assets | 181 | 356 | 582 |
Deferred tax asset | 1,692 | ||
Total assets | 109,578 | 54,330 | 32,587 |
Current liabilities: | |||
Accounts payable | 8,245 | 4,349 | 2,445 |
Accrued expenses | 5,719 | 6,011 | 1,982 |
Term loan, current | 6,250 | 5,000 | 5,000 |
Deferred revenue, current | 1,989 | 1,705 | 2,044 |
Operating lease liabilities, current | 190 | 248 | 239 |
Total current liabilities | 22,393 | 17,313 | 11,710 |
Term loan, net of current portion | 113,451 | 31,963 | 36,741 |
Deferred revenue, net of current portion | 862 | 802 | 836 |
Operating lease liabilities, net of current portion | 127 | 375 | |
Warrant liability | 4,679 | ||
Earnout liability | 78,080 | ||
Total liabilities | 219,465 | 50,205 | 49,662 |
Commitments and contingencies (See Note 18) | |||
Stockholders' (Deficit) Equity/Members' Equity (Deficit) | |||
Preferred stock, $0.0001 par value, 10,000,000 shares authorized; no shares issued or outstanding | |||
Additional paid-in capital | 0 | 0 | |
Retained earnings (Accumulated deficit) | (37,178) | 4,165 | (17,052) |
Accumulated other comprehensive loss | (6) | (40) | (23) |
biote Corp.'s stockholders' equity (deficit) | (37,178) | 4,125 | (17,075) |
Noncontrolling interest | (72,709) | ||
Total stockholders' equity (deficit) | (109,887) | 4,125 | (17,075) |
Total liabilities and stockholders' equity (deficit) | 109,578 | 54,330 | 32,587 |
Class A Common Stock | |||
Stockholders' (Deficit) Equity/Members' Equity (Deficit) | |||
Common stock value | 1 | ||
Class B Common Stock | |||
Stockholders' (Deficit) Equity/Members' Equity (Deficit) | |||
Common stock value | 0 | 0 | |
Class A, Class AA, and Class AAA | |||
Stockholders' (Deficit) Equity/Members' Equity (Deficit) | |||
Common Unit, Issuance Value | 0 | 0 | |
Class AAAA [Member] | |||
Stockholders' (Deficit) Equity/Members' Equity (Deficit) | |||
Common Unit, Issuance Value | $ 0 | $ 0 | |
Class V Common Stock | |||
Stockholders' (Deficit) Equity/Members' Equity (Deficit) | |||
Common stock value | $ 5 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
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 | |
Common unit no par value | $ 0 | ||
Common units Issued | 1,013,197 | 1,013,196 | |
Common units ouststanding | 982,800 | 982,800 | |
Common stock, shares issued | 68,492,482 | ||
Common stock, shares outstanding | 56,904,982 | ||
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 | 9,926,658 | 0 | |
Common stock, shares outstanding | 8,339,158 | 0 | |
Class B Common Stock | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized | 8,000,000 | 8,000,000 | |
Common stock, shares issued | 0 | 0 | |
Common stock, shares outstanding | 0 | 0 | |
Class AA Common Unit [Member] | |||
Common unit no par value | $ 0 | ||
Common units Issued | 903,079 | 903,079 | |
Common units ouststanding | 903,079 | 903,079 | |
Class AAA Common Unit [Member] | |||
Common unit no par value | $ 0 | ||
Common units Issued | 60,000 | 60,000 | |
Common units ouststanding | 60,000 | 60,000 | |
Class AAAA Common Unit [Member] | |||
Common unit no par value | $ 0 | $ 0 | |
Common units Issued | 33,397 | 33,396 | |
Common units ouststanding | 3,000 | 3,000 | |
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 | 58,565,824 | 0 | |
Common stock, shares outstanding | 48,565,824 | 0 | |
Class A | |||
Common stock, no par value | $ 0 | $ 0 | |
Common unit no par value | $ 0 | ||
Common units Issued | 16,721 | 16,721 | |
Common units ouststanding | 16,721 | 16,721 | |
Common stock, shares authorized, unlimited | Unlimited | Unlimited | |
Common stock, shares issued | 0 | 1,013,197 | |
Common stock, shares outstanding | 0 | 982,800 | |
Class AA Units | |||
Common stock, no par value | $ 0 | $ 0 | |
Common stock, shares authorized, unlimited | Unlimited | Unlimited | |
Common stock, shares issued | 0 | 1,013,197 | |
Common stock, shares outstanding | 0 | 982,800 | |
Class AAA Units | |||
Common stock, no par value | $ 0 | $ 0 | |
Common stock, shares authorized, unlimited | Unlimited | Unlimited | |
Common stock, shares issued | 0 | 1,013,197 | |
Common stock, shares outstanding | 0 | 982,800 | |
Class AAAA Units | |||
Common stock, no par value | $ 0 | $ 0 | |
Common units ouststanding | 3,000 | 3,000 | |
Common stock, shares authorized, unlimited | Unlimited | Unlimited | |
Common stock, shares issued | 0 | 1,013,197 | |
Common stock, shares outstanding | 0 | 982,800 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue | |||||||
Total revenue | $ 41,970 | $ 35,567 | $ 120,472 | $ 101,860 | $ 139,396 | $ 116,568 | $ 109,976 |
Cost of revenue (excluding depreciation and amortization included in selling, general, and administrative, below) | |||||||
Cost of revenue | 13,337 | 12,290 | 39,151 | 35,291 | 48,817 | 44,929 | 43,565 |
Commissions | 209 | 566 | 788 | 1,607 | 2,056 | 2,432 | 3,592 |
Marketing | 997 | 1,417 | 3,352 | 3,225 | 4,908 | 4,409 | 7,264 |
Selling, general, and administrative | 19,612 | 12,311 | 145,206 | 33,101 | 49,054 | 33,017 | 32,028 |
Income (loss) from operations | 7,815 | 8,983 | (68,025) | 28,636 | 34,561 | 31,781 | 23,527 |
Other income (expense), net: | |||||||
Interest expense | (1,756) | (384) | (2,909) | (1,301) | (1,673) | (2,425) | (2,082) |
Gain from change in fair value of warrant liability | 1,153 | 4,552 | |||||
Gain (loss) from change in fair value of earnout liability | (13,680) | 109,670 | |||||
Loss from extinguishment of debt | (445) | ||||||
Other income (expense) | 17 | (5) | (65) | ||||
Other income | 356 | 5 | 454 | 13 | |||
Total other income (expense), net | (13,927) | (379) | 111,322 | (1,288) | (1,656) | (2,430) | (2,147) |
Income (loss) before provision for income taxes | (6,112) | 8,604 | 43,297 | 27,348 | 32,905 | 29,351 | 21,380 |
Income tax expense (benefit) | 234 | 67 | (48) | 209 | 286 | 189 | 93 |
Net income (loss) | (6,346) | 8,537 | 43,345 | 27,139 | 32,619 | 29,162 | 21,287 |
Less: Net income (loss) attributable to noncontrolling interest | 6,890 | (58,875) | |||||
Net income (loss) attributable to biote Corp. stockholders | (13,236) | 102,220 | 32,619 | 29,162 | 21,287 | ||
Other comprehensive income (loss): | |||||||
Foreign currency translation adjustments | (1) | 10 | (14) | (17) | 10 | (35) | |
Other comprehensive income (loss) | (1) | 10 | (14) | (17) | 10 | (35) | |
Comprehensive income (loss) | $ (6,347) | 8,547 | $ 43,345 | 27,125 | $ 32,602 | $ 29,172 | $ 21,252 |
Net income (loss) per common share | |||||||
Basic | $ (1.74) | $ 13.46 | |||||
Diluted | $ (1.74) | $ 0.75 | |||||
Weighted average common shares outstanding | |||||||
Basic | 7,605,031 | 7,596,379 | |||||
Diluted | 7,605,031 | 58,147,427 | |||||
Class A, Class AA, and Class AAA | |||||||
Net income (loss) per common share | |||||||
Basic | $ 33.29 | $ 29.76 | $ 21.73 | ||||
Diluted | $ 33.29 | $ 29.76 | $ 21.73 | ||||
Weighted average common shares outstanding | |||||||
Basic | 979,800 | 979,800 | 979,800 | ||||
Diluted | 979,800 | 979,800 | 979,800 | ||||
Product [Member] | |||||||
Revenue | |||||||
Total revenue | $ 137,598 | $ 114,640 | $ 108,315 | ||||
Cost of revenue (excluding depreciation and amortization included in selling, general, and administrative, below) | |||||||
Cost of revenue | 46,298 | 42,538 | 39,749 | ||||
Service [Member] | |||||||
Revenue | |||||||
Total revenue | 1,798 | 1,928 | 1,661 | ||||
Cost of revenue (excluding depreciation and amortization included in selling, general, and administrative, below) | |||||||
Cost of revenue | 2,519 | 2,391 | 3,816 | ||||
Product Revenue | |||||||
Revenue | |||||||
Total revenue | $ 41,574 | 35,119 | $ 119,121 | 100,619 | 137,598 | 114,640 | 108,315 |
Cost of revenue (excluding depreciation and amortization included in selling, general, and administrative, below) | |||||||
Cost of revenue | 12,750 | 11,600 | 37,391 | 33,496 | |||
Service Revenue | |||||||
Revenue | |||||||
Total revenue | 396 | 448 | 1,351 | 1,241 | $ 1,798 | $ 1,928 | $ 1,661 |
Cost of revenue (excluding depreciation and amortization included in selling, general, and administrative, below) | |||||||
Cost of revenue | $ 587 | $ 690 | $ 1,760 | $ 1,795 |
Condensed Statements of Changes
Condensed Statements of Changes in Stockholders' Equity (Deficit) - USD ($) | Total | Common Class V [Member] | ClassA ClassAA and ClassAAA [Member] | Class AAAA Units [Member] | Members' Equity | Common Stock [Member] Common Class A [Member] | Common Stock [Member] Common Class V [Member] | Retained Earnings / (Accumulated Deficit) | Accumulated Other Comprehensive Income (Loss) | Total Stockholders' Equity (Deficit) Attributable to biote Corp. | Non Controlling Interest |
Beginning balance at Dec. 31, 2018 | $ 2,454,000 | $ 0 | $ 0 | $ 2,452,000 | $ 2,000 | ||||||
Beginning balance, shares at Dec. 31, 2018 | 979,800 | 2,000 | |||||||||
Vesting of incentive units, Shares | 1,000 | ||||||||||
Distributions | (56,634,000) | (56,634,000) | |||||||||
Net income | 21,287,000 | ||||||||||
Net income | 21,287,000 | 21,287,000 | |||||||||
Other comprehensive income(loss) | (35,000) | (35,000) | |||||||||
Ending balance at Dec. 31, 2019 | $ (32,928,000) | $ 0 | $ 0 | (32,895,000) | (33,000) | ||||||
Ending balance, shares at Dec. 31, 2019 | 982,800 | 979,800 | 3,000 | ||||||||
Distributions | $ (13,319,000) | (13,319,000) | |||||||||
Net income | 29,162,000 | ||||||||||
Net income | 29,162,000 | 29,162,000 | |||||||||
Other comprehensive income(loss) | 10,000 | 10,000 | |||||||||
Ending balance, units at Dec. 31, 2020 | 982,800 | ||||||||||
Ending balance at Dec. 31, 2020 | (17,075,000) | (17,052,000) | (23,000) | $ (17,075,000) | |||||||
Ending balance at Dec. 31, 2020 | $ (17,075,000) | $ 0 | $ 0 | (17,052,000) | (23,000) | ||||||
Ending balance, shares at Dec. 31, 2020 | 982,800 | 979,800 | 3,000 | ||||||||
Distributions | $ (2,342,000) | (2,342,000) | (2,342,000) | ||||||||
Other comprehensive income(loss) | (9,000) | (9,000) | (9,000) | ||||||||
Net income | 8,841,000 | 8,841,000 | 8,841,000 | ||||||||
Ending balance, units at Mar. 31, 2021 | 982,800 | ||||||||||
Ending balance at Mar. 31, 2021 | (10,585,000) | (10,553,000) | (32,000) | (10,585,000) | |||||||
Beginning balance, units at Dec. 31, 2020 | 982,800 | ||||||||||
Beginning balance at Dec. 31, 2020 | (17,075,000) | (17,052,000) | (23,000) | (17,075,000) | |||||||
Beginning balance at Dec. 31, 2020 | $ (17,075,000) | $ 0 | $ 0 | (17,052,000) | (23,000) | ||||||
Beginning balance, shares at Dec. 31, 2020 | 982,800 | 979,800 | 3,000 | ||||||||
Net income | $ 27,139,000 | ||||||||||
Ending balance, units at Sep. 30, 2021 | 982,800 | ||||||||||
Ending balance at Sep. 30, 2021 | (1,353,000) | (1,316,000) | (37,000) | (1,353,000) | |||||||
Beginning balance, units at Dec. 31, 2020 | 982,800 | ||||||||||
Beginning balance at Dec. 31, 2020 | (17,075,000) | (17,052,000) | (23,000) | (17,075,000) | |||||||
Beginning balance at Dec. 31, 2020 | $ (17,075,000) | $ 0 | $ 0 | (17,052,000) | (23,000) | ||||||
Beginning balance, shares at Dec. 31, 2020 | 982,800 | 979,800 | 3,000 | ||||||||
Vesting of incentive units, Shares | 987,275 | ||||||||||
Distributions | $ (11,402,000) | (11,402,000) | |||||||||
Net income | 32,619,000 | ||||||||||
Net income | 32,619,000 | 32,619,000 | |||||||||
Other comprehensive income(loss) | (17,000) | (17,000) | |||||||||
Ending balance, units at Dec. 31, 2021 | 982,800 | ||||||||||
Ending balance at Dec. 31, 2021 | 4,125,000 | 4,165,000 | (40,000) | 4,125,000 | |||||||
Ending balance at Dec. 31, 2021 | $ 4,125,000 | $ 0 | $ 0 | 4,165,000 | (40,000) | ||||||
Ending balance, shares at Dec. 31, 2021 | 982,800 | 979,800 | 3,000 | ||||||||
Beginning balance, units at Mar. 31, 2021 | 982,800 | ||||||||||
Beginning balance at Mar. 31, 2021 | $ (10,585,000) | (10,553,000) | (32,000) | (10,585,000) | |||||||
Distributions | (5,625,000) | (5,625,000) | (5,625,000) | ||||||||
Other comprehensive income(loss) | 10,000 | 10,000 | 10,000 | ||||||||
Net income | 9,761,000 | 9,761,000 | 9,761,000 | ||||||||
Ending balance, units at Jun. 30, 2021 | 982,800 | ||||||||||
Ending balance at Jun. 30, 2021 | (6,439,000) | (6,417,000) | (22,000) | (6,439,000) | |||||||
Distributions | (3,436,000) | (3,436,000) | (3,436,000) | ||||||||
Other comprehensive income(loss) | (15,000) | (15,000) | (15,000) | ||||||||
Net income | 8,537,000 | 8,537,000 | 8,537,000 | ||||||||
Ending balance, units at Sep. 30, 2021 | 982,800 | ||||||||||
Ending balance at Sep. 30, 2021 | (1,353,000) | (1,316,000) | (37,000) | (1,353,000) | |||||||
Beginning balance, units at Dec. 31, 2021 | 982,800 | ||||||||||
Beginning balance at Dec. 31, 2021 | 4,125,000 | 4,165,000 | (40,000) | 4,125,000 | |||||||
Distributions | (2,735,000) | (2,735,000) | (2,735,000) | ||||||||
Net income | 9,350,000 | 9,350,000 | 9,350,000 | ||||||||
Other comprehensive income(loss) | 6,000 | 6,000 | 6,000 | ||||||||
Ending balance, units at Mar. 31, 2022 | 982,800 | ||||||||||
Ending balance at Mar. 31, 2022 | 10,746,000 | 10,780,000 | (34,000) | 10,746,000 | |||||||
Beginning balance, units at Dec. 31, 2021 | 982,800 | ||||||||||
Beginning balance at Dec. 31, 2021 | 4,125,000 | 4,165,000 | (40,000) | 4,125,000 | |||||||
Beginning balance at Dec. 31, 2021 | $ 4,125,000 | $ 0 | $ 0 | 4,165,000 | (40,000) | ||||||
Beginning balance, shares at Dec. 31, 2021 | 982,800 | 979,800 | 3,000 | ||||||||
Share-based compensation | $ 0 | ||||||||||
Issuance of shares under SEPA | 48,565,824 | ||||||||||
Net income | 43,345,000 | ||||||||||
Net income | 102,220,000 | ||||||||||
Ending balance at Sep. 30, 2022 | (109,887,000) | $ 1,000 | $ 5,000 | (37,178,000) | (6,000) | (37,178,000) | $ (72,709,000) | ||||
Ending balance, shares at Sep. 30, 2022 | 8,339,158 | 48,565,824 | |||||||||
Beginning balance, units at Mar. 31, 2022 | 982,800 | ||||||||||
Beginning balance at Mar. 31, 2022 | 10,746,000 | 10,780,000 | (34,000) | 10,746,000 | |||||||
Net loss through May 26, 2022 | (207,000) | (207,000) | (207,000) | ||||||||
Beginning balance, units at Mar. 31, 2022 | 982,800 | ||||||||||
Beginning balance at Mar. 31, 2022 | 10,746,000 | 10,780,000 | (34,000) | 10,746,000 | |||||||
Distributions | (6,840,000) | (6,840,000) | (6,840,000) | ||||||||
Other comprehensive income(loss) | (5,000) | (5,000) | (5,000) | ||||||||
Business Combination: Capitalized transaction costs | (12,282,000) | (12,282,000) | (12,282,000) | ||||||||
Share-based compensation | 79,270,000 | 79,270,000 | 79,270,000 | ||||||||
Settlement of phantom equity rights | (7,250,000) | (7,250,000) | (7,250,000) | ||||||||
Net income | 40,548,000 | 115,456,000 | 115,456,000 | (74,908,000) | |||||||
Ending balance at Jun. 30, 2022 | (103,512,000) | $ 1,000 | $ 5,000 | (24,952,000) | (5,000) | (24,951,000) | (78,561,000) | ||||
Ending balance, shares at Jun. 30, 2022 | 7,574,271 | 48,565,824 | |||||||||
Business Combination: Reverse recapitalization on May 26, 2022, units | (982,800) | ||||||||||
Business Combination: Reverse recapitalization on May 26, 2022, shares | 7,574,271 | 48,565,824 | |||||||||
Business Combination: Reverse recapitalization on May 26, 2022 | (207,492,000) | $ 1,000 | $ 5,000 | (207,498,000) | (207,492,000) | ||||||
Business Combination: Noncontrolling interest on May 26, 2022 | 3,619,000 | 34,000 | 3,653,000 | (3,653,000) | |||||||
Distributions | (1,035,000) | (1,035,000) | |||||||||
Other comprehensive income(loss) | (4,000) | (1,000) | (1,000) | (3,000) | |||||||
Share-based compensation | $ 746,000 | $ 746,000 | $ 746,000 | ||||||||
Vesting of RSUs | 699,887 | ||||||||||
Issuance of shares under SEPA | 264 | 65,000 | 264 | 264 | |||||||
Net income | $ (6,346,000) | $ (13,236,000) | $ (13,236,000) | 6,890,000 | |||||||
Net income | (13,236,000) | ||||||||||
Ending balance at Sep. 30, 2022 | $ (109,887,000) | $ 1,000 | $ 5,000 | $ (37,178,000) | $ (6,000) | $ (37,178,000) | $ (72,709,000) | ||||
Ending balance, shares at Sep. 30, 2022 | 8,339,158 | 48,565,824 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Operating Activities | |||||
Net income | $ 43,345 | $ 27,139 | $ 32,619 | $ 29,162 | $ 21,287 |
Adjustments to reconcile net income to net cash (used in) provided by operating activities: | |||||
Depreciation and amortization | 1,644 | 987 | 1,400 | 1,138 | 832 |
Bad debt expense (recoveries) | (210) | 165 | 240 | 776 | 293 |
Amortization of debt issuance costs | 392 | 166 | 222 | 222 | 127 |
Provision for obsolete inventory | 80 | 180 | 471 | 497 | 208 |
Non-cash lease expense | 175 | 168 | 226 | 218 | 209 |
Non-cash sponsor share transfers | 7,216 | ||||
Non-cash fees under SEPA | 108 | ||||
Share-based compensation expense | 80,016 | ||||
Gain from change in fair value of warrant liability | (4,552) | ||||
Gain (loss) from change in fair value of earnout liability | (109,670) | ||||
Loss from extinguishment of debt | 445 | ||||
Deferred income taxes | (597) | ||||
Changes in operating assets and liabilities: | |||||
Accounts receivable | (2,194) | (1,423) | (752) | (1,481) | (714) |
Inventory | (646) | (5,298) | (5,762) | (904) | 1,299 |
Other current assets | (3,999) | (1,295) | 34 | (684) | (604) |
Accounts payable | 4,476 | 1,926 | 1,605 | (884) | 1,217 |
Deferred revenue | 344 | (199) | |||
Deferred revenue | (373) | (877) | 175 | ||
Accrued expenses | (31,396) | 1,303 | 4,029 | (528) | 1,247 |
Operating lease liabilities | (185) | (179) | (239) | (230) | (222) |
Net cash (used in) provided by operating activities | (15,208) | 23,640 | 33,720 | 26,425 | 25,354 |
Investing Activities | |||||
Purchases of property and equipment | (328) | (774) | (1,448) | (295) | (704) |
Purchases of capitalized software | (1,199) | (1,986) | (2,359) | (1,098) | (968) |
Net cash used in investing activities | (1,527) | (2,760) | (3,807) | (1,393) | (1,672) |
Financing Activities | |||||
Proceeds from the Business Combination | 12,282 | ||||
Principal repayments on term loan | (2,813) | (3,750) | |||
Borrowings on term loan | 125,000 | ||||
Extinguishment of Bank of America term loan | (36,250) | ||||
Debt issuance costs | (4,036) | (1,108) | |||
Settlement of phantom equity rights | (7,250) | ||||
Distributions | (10,610) | (11,403) | |||
Capitalized transaction costs | (8,341) | (3,941) | |||
Proceeds from issuance of shares under SEPA | 156 | ||||
SEPA transaction costs | (702) | ||||
Borrowings on line of credit | 14,292 | ||||
Payments on line of credit | (16,908) | ||||
Proceeds from Sponsor note | 50,000 | ||||
Payments on note payable | (5,000) | (5,000) | (3,195) | ||
Distributions | (11,402) | (13,319) | (56,634) | ||
Net cash provided by (used in) financing activities | 67,436 | (15,153) | (20,343) | (18,319) | (13,553) |
Effect of exchange rate changes on cash and cash equivalents | (6) | (12) | (12) | 9 | (9) |
Net increase in cash and cash equivalents | 50,695 | 5,715 | 9,558 | 6,722 | 10,120 |
Cash and cash equivalents at beginning of period | 26,766 | 17,208 | 17,208 | 10,486 | 366 |
Cash and cash equivalents at end of period | 77,461 | 22,923 | 26,766 | 17,208 | 10,486 |
Supplemental Disclosure of Cash Flow Information | |||||
Cash paid for interest | 2,488 | 1,149 | 1,462 | 2,493 | 1,627 |
Cash paid for income taxes | 111 | $ 163 | 171 | 189 | 178 |
Non-cash investing and financing activities | |||||
Capital expenditures and capitalized software included in accounts payable | 122 | ||||
Non-cash SEPA transaction costs | $ 108 | ||||
Capital expenditures in accounts payable and capital software | $ 282 | $ 140 | $ 46 |
Description of Business and Bas
Description of Business and Basis of Presentation | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
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 bio-identical Basis of Presentation COVID-19 COVID-19 COVID-19 COVID-19 COVID-19 Unaudited Interim Financial Information Business Combination The Business Combination was accounted for as a common control transaction, in accordance with U.S. GAAP. Under this method of accounting, Haymaker’s acquisition of the BioTE Companies was accounted for at their historical carrying values, and the BioTE Companies were deemed the predecessor entity. This method of accounting is similar to a reverse recapitalization whereby the Business Combination was treated as the equivalent of the BioTE Companies issuing stock for the net assets of Haymaker, accompanied by a recapitalization. The net assets of Haymaker are stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination are those of the BioTE Companies. Following the Closing of the Business Combination, the Company is organized in an “Up-C” | 1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION Description of Business bio-identical Basis of Presentation Impact of COVID-19 (“COVID-19”) non-essential non-essential The extent to which this outbreak will ultimately impact our results of operations, cash flows, and financial condition cannot be determined at this time and will depend on future developments, which are highly uncertain and unpredictable, including new information which may emerge concerning the severity and duration of this outbreak and the actions taken by governmental authorities and us to contain it or treat its impact. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was signed into law. The CARES Act provides numerous tax provisions and other stimulus measures, including temporary suspension of certain payment requirements for the employer portion of Social Security taxes and the creation of certain refundable employee retention credits. These provisions of the CARES Act did not have a significant impact on the Company’s financial statements. Business Combinations |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Summary of Significant Accounting Policies | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of Estimates— In the opinion of the Company, the accompanying 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 results of operations for the nine months ended September 30, 2022 are not necessarily indicative of the results that may be expected for the entire year. Segment Information Accounts Receivable and Allowance for Doubtful Accounts a doubtful accounts. Inventory first-in, first-out e es Other Current Assets September 30, December 31, Prepaid e $ 3,267 $ 847 Advances 2,267 685 Capitalized t c — 3,941 Total other current assets $ 5,534 $ 5,473 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. The capitalized transaction costs as of December 31, 2021 relate to costs incurred that were directly related to the Business Combination as described in Note 1. Impairment of Long-Lived Assets al . impairment charges have been recorded during the three and nine months ended September 30, 2022 and 2021. Leases 2016-02, Leases right-of-use non-current Lease liabilities and their corresponding ROU assets are initially recorded based on the present value of lease payments over the expected remaining lease term. Certain adjustments to the ROU asset may be required for items such as incentives, prepaid lease payments, or initial direct costs. When an option to extend the lease exists, a determination is made whether that option is reasonably certain of exercise based on economic factors present at the measurement date and as circumstances may change. Lease cost for operating leases is recognized on a straight-line basis over the lease term as an operating expense. Variable lease costs are expensed as incurred as an operating expense. As the rates implicit in the Company’s leases have not historically been readily determinable, the Company utilizes the appropriate incremental borrowing rate, which is the rate the Company would incur to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment over the lease term. To estimate our incremental borrowing rate, a credit rating applicable to the Company is estimated using a synthetic credit rating analysis since the Company does not currently have a rating agency-based credit rating. In accordance with ASC 842, contracts containing a lease should be split into three categories: lease components, non-lease (“non-components”). The fixed and in-substance non-components) non-lease Entities may elect not to separate lease and non-lease non-lease non-lease Warrant Liabilities Distinguishing Liabilities from Equity Derivatives and Hedging For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in non-cash Earnout Liability e Noncontrolling Interest organized “Up-C” Fair Value Measurements Fair Value Measurements and Disclosures Level 1 Level 2 Level 3 See Note 12 for further detail. Stockholders’ Equity (Deficit) non-voting non-voting d Pursuant to the Business Combination Agreement and immediately prior to the Business Combination’s consummation, the Company effectuated a recapitalization whereby all Class A, Class AA, Class AAA and Class AAAA units held by Holdings’ Members were converted (whether by direct exchange, merger or otherwise) into Class A Common Units. As of December 31, 2021, the following members’ equity units were issued and outstanding: December 31, 2021 Members’ Equity Issued Outstanding Class A (Voting) 16,721 16,721 Class AA (Non- v 903,079 903,079 Class AAA (Non- v 60,000 60,000 Class AAAA (Non- v i u 33,397 3,000 Total 1,013,197 982,800 As of September 30, 2022, the following shares of common stock were issued and outstanding: September 30, 2022 Stockholders’ Equity Issued Outstanding Class A common stock 9,926,658 8,339,158 Class B common stock — — Class V voting stock 58,565,824 48,565,824 Total 68,492,482 56,904,982 The Company made operating distributions to Members of Holdings and taxing authorities on the Members’ behalf totaling $10,610 and $11,403 during the nine months ended September 30, 2022 and 2021, respectively. Standby Equity Purchase Agreement On July 27, 2022, the Company entered into a Standby Equity Purchase Agreement (the “SEPA”) with YA II PN, Ltd. (“Yorkville”). Yorkville is a fund managed by Yorkville Advisors Global, LP, headquartered in Mountainside, New Jersey. The Company has the right, but not the obligation, from time to time at the Company’s discretion until the first day of the month following the 36-month 97.0 % of the lowest daily VWAP of the Class A common stock during the three While there is no mandatory minimum amount for any individual Advance, it may not exceed the greater of (i) an amount equal to thirty percent (30%) of the daily volume traded on the trading day immediately preceding an Advance Notice, or (ii) 1,000,000 shares of Class A common stock. No more than 5,000,000 shares of Class A common stock, including the Commitment Shares (as defined below) may be sold pursuant to the SEPA. Yorkville’s obligation to continue to purchase shares of Class A common stock pursuant to the SEPA is subject to a number of conditions. As consideration for Yorkville’s commitment to purchase Class A common stock at the Company’s direction upon the terms and subject to the conditions set forth in the SEPA, upon execution of the SEPA, the Company issued 25,000 shares of Class A common stock to Yorkville (the “Commitment Shares”). During the three and nine months ended September 30, 2022, the Company sold 40,000 shares to Yorkville under the SEPA for cash proceeds of $156. Share-Based Compensation a Compensation – Stock Compensation Income Taxes The Company accounts for uncertainty in income taxes recognized in the consolidated financial statements by applying a two-step Concentrations balances exceed those that are federally insured. To date, the Company has not recognized any losses caused by uninsured balances. As of September 30, 2022 and December 31, 2021 , 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 line of credit. Inventory purchases from three vendors totaled approximately 87% and 90 % for the three months ended September 30, 2022 and 2021, respectively, and 87% and 89% for the nine months ended September 30, 2022 and 2021, 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 not have any customers that accounted for 10 % or more of total revenues for the three and nine months ended September 30, 2022 and 2021. The Company did not have any customers that accounted for more than 10 % of the outstanding gross accounts receivable as of September 30, 2022 or December 31, 2021. Employee Retirement Plans— Defined Contribution Retirement Plans 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 % of each participant’s eligible employee compensation. Safe harbor contributions vest immediately for each participant. During the three and nine months ended September 30, 2022 the Company made $434 Recently Adopted Accounting Pronouncements 2019-12, Income Taxes (Topic 740)—Simplifying the Accounting for Income Taxes Income Taxes 2019-12 Recent Accounting Pronouncements Not Yet Adopted 2016-13, Measurement 2016-13”). 2019-04, 2019-05 2019-11 the modified retrospective approach. ASU 2016-13 2016-13 In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) 815-40): 2020-06”). 2020-06 2020-06 | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of Estimates Segment Information one Cash Accounts Receivable and Allowance for Doubtful Accounts Bad debt expense is classified in selling, general, and administrative expense within the consolidated statements of income and comprehensive income. The Company generally does not require any security or collateral to support its receivables. A rollforward of the allowance for doubtful accounts is as follows (in thousands): As of December 31, 2018 $ — Provisions charged to operating results (293 ) Account write-off (163 ) As of December 31, 2019 $ (456 ) Provisions charged to operating results (776 ) Account write-off and recoveries 75 As of December 31, 2020 $ (1,157 ) Provisions charged to operating results (240 ) Account write-off and recoveries (9 ) As of December 31, 2021 $ (1,406 ) Other Current Assets — 2021 2020 Prepaid expenses $ 847 $ 1,570 Advances 685 — Capitalized transaction costs 3,941 — Total other current assets $ 5,473 $ 1,570 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. The capitalized transaction costs relate to costs incurred that are directly related to the planned future issue of equity securities upon completion of the business combination agreement as described in note 1. Property and Equipment, Net Estimated useful life (in years) Trocars 5 Leasehold improvements Shorter of lease term or useful Office equipment 5 Computer software (purchased) 3- 5 Furniture and fixtures 5 - Computer equipment 3 - 5 See Note 5 Capitalized Software, Net three Debt Issuance Costs Impairment of Long-Lived Assets Leases 2016-02, one right-of-use non-current Lease liabilities and their corresponding ROU assets are initially recorded based on the present value of lease payments over the expected remaining lease term. Certain adjustments to the ROU asset may be required for items such as incentives, prepaid lease payments, or initial direct costs. When an option to extend the lease exists, a determination is made whether that option is reasonably certain of exercise based on economic factors present at the measurement date and as circumstances may change. Lease cost for operating leases is recognized on a straight-line basis over the lease term as an operating expense. Variable lease costs are expensed as incurred as an operating expense. As the rates implicit in the Company’s leases have not historically been readily determinable, the Company utilizes the appropriate incremental borrowing rate, which is the rate the Company would incur to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment over the lease term. To estimate our incremental borrowing rate, a credit rating applicable to the Company is estimated using a synthetic credit rating analysis, since the Company does not currently have a rating agency-based credit rating. In accordance with ASC 842, contracts containing a lease should be split into three categories: lease components, non-lease (“non-components”). in-substance non-components) non-lease Entities may elect not to separate lease and non-lease non-lease non-lease See Note 10 for further details. Revenue Recognition No. 2014-09, Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, that are collected by the Company from a customer, are excluded from revenue. Shipping and handling costs associated with outbound freight after control of a product has transferred to a customer are accounted for as fulfillment costs and are included in cost of products in the statements of income and comprehensive income. Shipping and handling costs billed to customers are considered part of the transaction price and are recognized as revenue with the underlying product sales for dietary supplements and trocars. The following is a description of the principal contract activities, disaggregated by the contract type, from which the Company generates its revenue. The Biote Method The Company generates revenues through standard service agreements with customers who participate in the Biote Method. The Biote Method is a bioidentical hormone replacement therapy which has been developed as a treatment designed to alleviate hormone imbalances. Under this agreement, the Company provides a bundle of goods and services to customers, including initial training to medical practitioners, bioidentical hormone pellets and software tools used for inventory management and dosing, and ongoing practice development and marketing support services, which includes a license to use the Company’s trademarks and trade names in the customer’s marketing materials. The initial contract term is three years, and customers have the option to renew for additional one-year periods. For the bundled goods and services, the Company accounts for individual products and services separately if they are distinct, i.e., if a product or service is separately identifiable from other items in the bundled package and if a customer can benefit from it on its own or with other resources that are readily available to the customer. The Company has identified three distinct obligations in its standard service agreement: initial training, pellet procedures (including sales of bioidentical hormone pellets, use of inventory management software to monitor pellet inventory, and use of the Company’s blood dosing website to determine the appropriate pellets to use in each procedure), contract-term services (including ongoing practice development and marketing support, options to receive reusable trocars, and the right to use the reusable trocars through the term of the contract, if the option is exercised). The third obligation includes a combined lease/nonlease component for which the Company has adopted the practical expedient within ASC 842 which allows lessors to combine lease and non-lease The consideration in the contract is allocated between separate products and services in the bundle based on the stand-alone selling prices of each good and service. The stand-alone selling prices are determined based on the prices at which the Company separately sells the initial training and the pellet procedures. Judgment is required to determine the standalone selling price for each distinct performance obligation. For items that are not sold separately and for which the Company has not established a standalone selling price, the Company allocates consideration based on the residual approach. The Company recognizes revenue for initial training over time as the customer completes the training. Training sessions generally occur over the course of 2-3 The Company recognizes revenue for pellet procedures at the point in time the procedures are performed by the practitioner, which is when control of the pellets transfers to the customer. Consideration for these services is in the form of a management fee assessed for each procedure performed, which includes a volume-based tiered pricing schedule. The standalone selling price for these services requires judgment and is estimated based on the Company’s historical experience with prices offered to similar customers throughout the initial term of the contract. Billings in excess of the standalone selling price constitute a premium charged to customers early in a relationship and are deferred and recognized when or as the remaining goods and services are transferred to the customer. Fees are billed and paid on a semimonthly basis. The Company recognizes revenue for contract-term services on a straight-line basis over the initial term of the contract, which aligns with the Company’s satisfaction of the performance obligation. The Company allocates the residual consideration to this performance obligation, which is consistent with the allocation objective. Dietary Supplements Dietary supplements are supplements that customer practitioners resell to patients that aid the patients with maintaining hormone balances. The Company recognizes revenue for these, net of any discounts given, when control transfers to the customer, which is generally the point of shipment from the Company’s distributor. Products are billed at standalone selling price for the dietary supplements and invoiced at shipment. Disposable Trocars Disposable Trocars are manual surgical instruments intended for use by Biote-certified practitioners. These tools are used to implant the bioidentical hormone pellets into the customers’ patients. The Company recognizes revenue at the time control transfers, which is generally the point of shipment from the distributor. Products are billed at the standalone selling price for the trocars and invoiced at shipment. Revenue disaggregated by the nature of the product or service and by geography is included within Note 3: Revenue Recognition. As of the years ended December 31, 2021, 2020, and 2019 the Company had allocated $67, $57, and $50 respectively, of consideration to the unsatisfied initial training obligations, and $1,393, $1,413, and $1,669 respectively, of consideration to the unsatisfied contract-term service obligations provided to the Biote Method customers. Consideration allocated to initial training due to deposits paid upfront is presented within deferred revenue on the consolidated balance sheets and is expected to be recognized as revenue within one year, as the training is complete. 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. The amount of consideration allocated to contract-term services presented within deferred revenue was $849, $862, and $932 as of December 31, 2021, 2020, and 2019 respectively, and the amount presented within deferred revenue, long-term was $544, $551, and $737 as of December 31, 2021, 2020, and 2019 respectively. The 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. The amount of these premiums within deferred revenue was $789, $1,125, and $1,601 as of December 31, 2021, 2020, and 2019 respectively, and the amount within deferred revenue, long-term was $258, $285, and $436 as of December 31, 2021, 2020, and 2019 respectively. The Company has also elected the practical expedient in ASC 606 to not disclose consideration allocated to contracts with an original term of one year or less, which includes contracts for point-in-time Contract Assets and Liabilities Customer receivables are made up of consideration to which the Company has an unconditional right to payment, regardless of whether the Company has satisfied the performance obligations in the contract. All customer receivables are presented within accounts receivable, net of allowance for doubtful accounts in the consolidated balance sheets. Contract assets are the Company’s right to consideration for goods or services that the entity has transferred to the customer when that right is conditioned on something other than the passage of time. The Company does not have any contract assets for the years ended December 31, 2021 or 2020. Contract liabilities are the Company’s obligation to transfer goods or services to a customer for which the Company has received consideration or has an unconditional right to receive consideration. The Company’s contract liabilities include deposits for initial training and contract-term services paid in advance which have not been recognized as revenue during the period. Contract liabilities are presented within deferred revenue and deferred revenue, long-term in the consolidated balance sheets. Contract liabilities are classified as current liabilities for the amount of revenue that the Company expects to recognize within one year of the reporting date. Changes in contract liabilities between each period are attributable to fees paid by new customers, revenue recognized for completed trainings, and revenue recognized for the Company’s over-time satisfaction of contract-term services. 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. Expected returns and refunds are recorded as a reduction of revenue and are $0 and $0 for the years ended December 31, 2021 and 2020, respectively. A reconciliation of the beginning and ending contract liabilities is included within Note 3: Revenue Recognition. Cost of Revenue co-packers, Marketing Selling, General, and Administrative professional Commissions Commissions paid to clinics under the Company’s mentorship program represent amounts paid to existing clinics which provide services to help new customers complete onboarding and other startup activities and are only incurred after contract initiation. These costs are expensed as incurred, consistent with other contract fulfillment costs. Commissions paid under this program were $1,738, $1,457, and $2,382 in 2021, 2020, and 2019 respectively. Members’ Equity (Deficit) non-voting non-voting classes As of December 31, 2021, 2020, and 2019 the following members’ equity units were issued and outstanding: December 31, 2021 2020 2019 Units Issued Outstanding Issued Outstanding Issued Outstanding Class A (Voting) 16,721 16,721 16,721 16,721 16,721 16,721 Class AA (Non-Voting) 903,079 903,079 903,079 903,079 903,079 903,079 Class AAA (Non-Voting) 60,000 60,000 60,000 60,000 60,000 60,000 Class AAAA (Non-Voting 33,397 3,000 33,396 3,000 33,396 3,000 Total 1,013,197 982,800 1,013,196 982,800 1,013,196 982,800 In the case of any voluntary or involuntary liquidation, dissolution, or winding up of the Company, the Class AAAA members will not be entitled to any distributions. The Company shall distribute any residual net assets to the members as follows: (i) First, to the Class A and Class AA members pro rata in accordance with their relative Sharing Percentages until the aggregate amount distributed is equal to $3,000; (ii) Next, to the Class A, Class AA, and Class AAA members pro rata in accordance with their relative Sharing Percentages until the aggregate amount distributed is equal to $125,000; (iii) Next, to the Class AA and Class AAA members, an amount equal to the product of (A) the total amount of net assets remaining to be distributed, multiplied by (B) such member’s Sharing Percentage; and (iv) The balance, if any, to the Class A members. In the case of any operating distributions, the amounts distributed to members will be allocated as follows: (i) First, to the Class AA and Class AAA members, an amount equal to the product of (A) the total amount to be distributed (less amounts agreed to be paid to the Class AAAA members in accordance with (ii) below), multiplied by (B) such member’s Sharing Percentage; (ii) Second to each Class AAAA member, in accordance with the terms of such member’s Grant Agreement; and (iii) The balance, if any, to the Class A members. The Company made operating distributions to unit holders and taxing authorities on the unit holders’ behalf totaling $11,402, $13,319, and $56,634 for the years ended December 31, 2021, 2020, and 2019 respectively. Unit-Based Compensation Compensation Stock Compensation. Income Taxes accompanying consolidated financial statements. In certain instances, the Company is subject to state taxes on income arising in or derived from the state tax jurisdictions in which it operates. In 2021, 2020, and 2019 the Company’s income tax expense primarily relates to Texas state franchise tax, which is calculated based on the gross receipts of the Company. State income tax positions are evaluated in a two-step more-likely-than-not The Company did not incur any penalties or interest related to its state tax returns during the years ended December 31, 2021, 2020, and 2019. Under the centralized partnership audit rules effective for tax years beginning after 2017, the Internal Revenue Service (“IRS”) assesses and collects underpayments of tax from the Company instead of from each member. The Company may be able to pass the adjustments through to its members by making a push-out The collection of tax from the Company is only an administrative convenience for the IRS to collect any underpayment of income taxes including interest and penalties. Income taxes on Company income, regardless of who pays the tax or when the tax is paid, is attributed to the members. Any payment made by the Company as a result of an IRS examination will be treated as a distribution from the Company t o the m Earnings Per Common Unit Fair Value Measurements non-financial Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The authoritative guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows: Level 1 Level 2 inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities. Level 3 The level in the fair value hierarchy within which a fair value measurement in its entirety falls is based on the lowest-level input that is significant to the fair value measurement in its entirety. The Company’s financial instruments consist of accounts receivable, accounts payable, accrued expenses, and short-and Concentrations As of December 31, 2021, 100% of the Company’s outstanding debt and available line of credit was from one provider. A failure of the counterparty to perform could result in the loss of access to the available borrowing capacity under the line of credit. Inventory purchases from three vendors totaled approximately 94%, 93%, and 95% for the years ended December 31, 2021, 2020, and 2019 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. As of and for the years ended December 31, 2021, 2020, and 2019 the Company did not have any customers that accounted for 10% or more of total revenue or outstanding gross accounts receivable. Inventory first-in, first-out Recently Adopted Accounting Pronouncements No. 2014-09, Revenue from Contracts with Customers (Topic 606) 2014-09”). 2014-09 2014-09 The primary impact of adopting this new standard relates to services provided to c performed, which will vary over the term of the contract. Under the previous accounting standard, the Company recognized the fixed fee at or near contract inception and additional fees as they became due (as procedures were performed by our customers). Under ASC , the Company allocates the consideration in each contract to the performance obligations based on their stand-alone selling prices, which may differ from the allocation stated in the contract. This change resulted in some consideration being re-allocated and deferred over the term of the customer contract. The effect of this change was an increase to accumulated deficit of $ which was recorded as of January , . In August 2018, the FASB issued ASU No. 2018-13, Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement 2018-13”), Fair Value Measurement 2018-13, In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) 2016-02”). 2016-02, right-of-use 2020-05, Revenue from Contracts with Customers (Topic 606) Leases (Topic 842)—Effective Dates for Certain Entities (“ASU 2020-05”), 2016-02 Balance at Change due to Adjusted Balance at Assets Operating lease right-of-use $ — $ 1,009 $ 1,009 Total increase to assets $ 1,009 Liabilities and Members’ Deficit Accrued expenses $ 1,323 $ (57 ) $ 1,266 Operating lease liabilities, current — 222 222 Operating lease liabilities, long-term — 844 844 Total increase to liabilities and members’ deficit $ 1,009 Recent Accounting Pronouncements Not Yet Adopted 2016-13, Measurement of Credit Losses on Financial Instruments 2016-13”). and other receivables, held to maturity debt securities, and other instruments, companies will be required to use a new forward-looking “expected losses” model that generally will result in the recognition of allowances for losses earlier than under current accounting guidance. Further, the FASB issued ASU 2019-04, 2019-05 2019-11 2016-13 2016-13 In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): 2020-06”). 2020-06 2020-06 In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740)—Simplifying the Accounting for Income Taxes Income Taxes 2019-12 |
Business Combination
Business Combination | 9 Months Ended |
Sep. 30, 2022 | |
Business Combinations [Abstract] | |
Business Combination | 3. BUSINESS COMBINATION At the Closing, (i) Holdings transferred to the Company 9,161,771 Class A common units of Holdings (“Holdings Units”), which was equal to the number of shares of Haymaker’s Class A common stock, par value $0.0001 per share (“Class A common stock”), issued and outstanding as of immediately prior to the Closing (after giving effect to redemptions by Haymaker’s public stockholders of 30,525,729 shares of Class A common stock prior to the Closing and the conversion of Haymaker’s Class B common stock, par value $0.0001 per share (“Class B common stock”) into shares of Class A common stock and (ii) Haymaker issued 58,565,824 shares of newly authorized Class V voting stock, par value $0.0001 per share (“Class V voting stock”), which number of shares of Class V voting stock was equal to the number of Holdings Units retained by the Members immediately following the Closing (the “Retained Holdings Units”), and which shares of Class V voting stock were distributed to the Members, resulting in the Company being organized in an “Up-C” Also at Closing, (x) in exchange for the Closing Holdings Units, Haymaker transferred cash in an amount equal to (i) the cash in the trust account and any cash held by Haymaker outside of the trust account, less (ii) the amounts required by the redemptions of Class A common stock by the public stockholders, which was equal to $305.5 million and (y) the BioTE Companies received aggregate proceeds of $125 million from the Debt Financing (as defined below) (the aggregate amounts described in (x) and (y) of $137.3 million, the “Closing Date Cash”) in accordance with and in the priority set forth in the Business Combination Agreement and as described further in the Proxy Statement. There was no cash consideration paid to Members at Closing. Recapitalization Immediately prior to the Closing, Holdings (i) effectuated a recapitalization, pursuant to which all its Class A units, Class AA units, Class AAA units and Class AAAA units held by the Members were converted or exchanged (whether by direct exchange, merger or otherwise) into a number of equity interests in the Company designated as “Class A Common Units” in the amounts determined in accordance with Holdings’ Second Amended and Restated Operating Agreement (the “Holdings A&R OA”), which was entered into prior to the Closing, the result of which was that the Members hold a single class of Holdings Units as of immediately prior to the Closing and (ii) converted into a Delaware limited liability company. Consideration At the Closing and in consideration for the acquisition of Holdings Units, Haymaker and the BioTE Companies, pursuant to the Business Combination Agreement and the Trust Agreement (as defined in the Business Combination Agreement), disbursed the Closing Date Cash to Holdings. Earnout On the Closing Date (a) the Members on a pro rata basis subjected (i) 10,000,000 Retained Holdings Units held by them (the “Member Earnout Units”) and (ii) 10,000,000 shares of Class V voting stock distributed to them by the BioTE Companies (the “Earnout Voting Shares”), (b) the Sponsor subjected 1,587,500 shares of Class A common stock held by it after giving effect to the Class B common stock Conversion (the “Sponsor Earnout Shares”), and (c) Haymaker subjected a number of Holdings Units equal to the number of Sponsor Earnout Shares (the “Sponsor Earnout Units,” and, together with the Sponsor Earnout Shares, the Earnout Voting Shares and the Member Earnout Units, the “Earnout Securities”), to certain restrictions and potential forfeiture pending the achievement (if any) of certain earnout targets or milestones pursuant to the terms of the Business Combination Agreement or the occurrence of a Change of Control (as defined in the Business Combination Agreement). Beginning on the six-month Other Agreements—Business Combination The Business Combination Agreement contemplated the execution of various additional agreements and instruments, including, among others, the following: Tax Receivable Agreement At Closing, Biote entered into a tax receivable agreement (the “TRA”) with Holdings, the Members and the Members’ Representative, which provides for, among other things, payment by the Company to the Members of 85% of the U.S. federal, state and local income tax savings realized by the Company as a result of the increases in tax basis and certain other tax benefits related to any transactions contemplated under the Business Combination Agreement and any redemption of Retained Holdings Units in exchange for Class A common stock or cash (as more fully described in the TRA). These payments are an obligation of Biote and not of the BioTE Companies. Biote’s only material asset following the Business Combination is its ownership interest in Holdings and, accordingly, the Company will depend on distributions from Holdings to make any payments required to be made by the Company under the TRA. The term of the TRA will continue until all such tax benefits have been utilized or expired unless the Company exercises its right to terminate the TRA for an amount representing the present value of anticipated future tax benefits under the TRA or certain other acceleration events occur. The actual increase in the Company’s allocable share of tax basis in the BioTE Companies’ assets, as well as the amount and timing of any payments under the TRA, will vary depending upon a number of factors, including the timing of redemptions of shares of Retained Holdings Units, the market price of shares of the Class A common stock at the time of the exchange, the extent to which such exchanges are taxable and the amount and timing of the Company’s income. Any payments the Company makes under the TRA will generally reduce the amount of overall cash flow that might have otherwise been available to the Company. To the extent that the Company is unable to make timely payments under the TRA for any reason, the unpaid amounts will be deferred and will accrue interest until paid; however, nonpayment for a specified period and/or under certain circumstances may constitute a material breach of a material obligation under the TRA and therefore accelerate payments due under the TRA. The TRA provides that, in the event that (i) the Company exercises its early termination rights under the TRA, (ii) certain changes of control occur (as described in the TRA), (iii) the Company, in certain circumstances, fails to make a payment required to be made pursuant to the TRA by the applicable final payment date, which non-payment lump-sum lump-sum Second Amended and Restated Operating Agreement of Holdings At the Closing, the Company, Holdings and the Members entered into the Holdings A&R OA, which, among other things, (i) provided for a recapitalization of the ownership structure of Holdings, whereby following the execution of the Holdings A&R OA, the ownership structure of Holdings consists solely of the Holdings Units, (ii) designated the Company as the sole manager of Holdings (iii) provides that on the Exchange Date (as defined in the Holdings A&R OA) (unless otherwise waived by the Company, or, with respect to the Initial Shares (as defined therein), following the registration under the Securities Act of 1933, as amended (the “Securities Act”), of such shares), each Retained Biote Unit held by the Members may be redeemed in exchange, subject to certain conditions, for either one share of Class A common stock or, at the election of the Company in its capacity as the sole manager of Holdings, the cash equivalent of the market value of one share of Class A common stock (the “Exchange Rights”), and (iv) otherwise amended and restated the rights and preferences of the Holdings Units, in each case, as more fully described in the Holdings A&R OA. In connection with the execution of the Business Combination Agreement, certain of Haymaker’s officers and directors, Haymaker, the Sponsor, Holdings and the Members’ Representative entered into a letter agreement (the “Sponsor Letter”), pursuant to which, among other things, the Sponsor agreed to (i) vote, at any duly called meeting of stockholders of the Company, in favor of the Business Combination Agreement and the transactions contemplated thereby, (ii) subject to certain exceptions, not to effect any sale or distribution of any of its shares of Class B common stock or private placement warrants and (iii) waive any and all anti-dilution rights described in Haymaker’s amended and restated certificate of incorporation or otherwise with respect to the shares of Class B common stock held by the Sponsor that may be implicated by the Business Combination such that the Class B common stock Conversion will occur as discussed therein. Investor Rights Agreement At the Closing, the Company, the Members, the Sponsor, the Members’ Representative and certain other parties entered into an Investor Rights Agreement (the “IRA”). Pursuant to the terms of the IRA, among other things, (i) that certain Registration Rights Agreement, by and between Haymaker and certain security holders, dated March 1, 2021, entered into in connection with Haymaker’s initial public offering, was terminated, (ii) the Company provided certain registration rights for the shares of Class A common stock held (or underlying certain securities held) by the Members, the Sponsor, and certain other parties, (iii) the Members agreed not to, subject to certain exceptions, transfer, sell, assign or otherwise dispose of the shares of Class A common stock, Class V voting stock and the Holdings Units held by such Members, as applicable, for six months following the Closing, and the Member Earnout Units (as defined therein) until the date such securities have been earned in accordance with the Business Combination Agreement and (iv) the Sponsor agreed not to, subject to certain exceptions, transfer, sell, assign or otherwise dispose of its (a) shares of Class A common stock (other than the Sponsor Earnout Shares, as defined therein) for six months following the Closing, (b) Sponsor Earnout Shares until the date such securities have been earned in accordance with the Business Combination Agreement and (c) warrants issued to the Sponsor pursuant to that certain Private Placement Warrants Purchase Agreement, dated March 1, 2021, by and between the Company and the Sponsor, and the underlying shares of Class A common stock, for 30 days following the Closing Date (such lock-up lock-up Indemnification Agreements In connection with the Closing, the Company entered into indemnification agreements (each, an “Indemnification Agreement”) with its directors and executive officers. Each Indemnification Agreement provides for indemnification and advancements by the Company of certain expenses and costs if the basis of the indemnitee’s involvement in a matter was by reason of the fact that the indemnitee is or was a director, officer, employee, or agent of the Company or any of its subsidiaries or was serving at the Company’s request in an official capacity for another entity, in each case to the fullest extent permitted by the laws of the State of Delaware. Credit Agreements On the Closing Date, certain direct and indirect subsidiaries of Biote entered into that certain Credit Agreement, dated as of May 26, 2022 (the “Credit Agreement”; any capitalized terms used but not defined herein have the meanings assigned to such terms in the Credit Agreement), by and among, inter alios, Holdings, BioTE Medical, LLC, (“BioTE Medical”), BioTe IP, LLC, (“BioTe IP” and, together with Holdings and BioTE Medical, collectively, the “Loan Parties”), certain lenders party thereto from time to time (the “Lenders”), and Truist Bank, as administrative agent for the Lenders (“Administrative Agent”). The Credit Agreement provides for (i) a $50,000 senior secured revolving credit facility (the “Revolving Loans”) and (ii) a $125,000 senior secured term loan A credit facility, which was borrowed in full on the Closing Date (the “Term Loan” and, together with the Revolving Loans, collectively, the “Loans”, such transactions together the “Debt Financing”). BioTE Medical will use the proceeds of the Debt Financing 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. The Loans are also subject to customary events of default. Events of default under the Credit Agreement include (subject to grace periods in certain instances): (i) the failure by any Loan Party to timely make payments due under the Credit Agreement; (ii) material misrepresentations or misstatements in any representation or warranty by any Loan Party when made; (iii) failure by any Loan Party to comply with the covenants under the Credit Agreement and other related agreements; (iv) certain defaults under a specified amount of other indebtedness of Holdings or its subsidiaries; (v) insolvency or bankruptcy-related events with respect to Holdings or any of its subsidiaries; (vi) certain undischarged, non-appealable |
Revenue Recognition
Revenue Recognition | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | ||
Revenue Recognition | 4. REVENUE RECOGNITION Revenue recognized for each revenue stream is as follows: Financial Statement Caption Revenue Stream Three Months Ended Nine Months Ended Product revenue: 2022 2021 2022 2021 Pellet p $ 32,981 $ 28,090 $ 96,247 $ 80,941 Dietary supplements 8,066 6,803 21,719 19,023 Disposable trocars 509 220 1,110 633 Shipping fees 18 6 45 22 Total product revenue 41,574 35,119 119,121 100,619 Service revenue: Trainin 186 212 707 528 Contract-term services 210 236 644 713 Total service revenue 396 448 1,351 1,241 Total revenue $ 41,970 $ 35,567 $ 120,472 $ 101,860 Revenue recognized by geographic region is as follows: Financial Statement Caption Country For the Three Months For the Nine Months Product revenue: 2022 2021 2022 2021 United States $ 41,469 $ 35,054 $ 118,845 $ 100,435 All o 105 65 276 184 Total product revenue 41,574 35,119 119,121 100,619 Service revenue: United States 385 448 1,332 1,241 All o 11 — 19 — Total service revenue 396 448 1,351 1,241 Total revenue $ 41,970 $ 35,567 $ 120,472 $ 101,860 Significant changes in contract liability balances are as follows: Nine Months Ended September 30, 2022 2021 Description of change Deferred Deferred Deferred Deferred Revenue recognized that was included in the contract liability balance at the beginning of the period $ (1,445 ) $ — $ (1,729 ) $ — Increases due to cash received, excluding amounts recognized as revenue during the period 1,207 591 913 617 Transfers between current and non-current 412 (412 ) 586 (586 ) Total increase (decrease) in contract liabilities $ 174 $ 179 $ (230 ) $ 31 Consideration allocated to initial training due to deposits paid upfront is presented within deferred revenue on the 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 are as follows: September 30, December 31, Unsatisfied training obligations - Current $ 156 $ 67 Unsatisfied contract-term services - Current 1,015 849 Unsatisfied contract-term services - Long-term 569 544 Total allocated to unsatisfied contract-term services 1,584 1,393 Unsatisfied pellet procedures - Current 818 789 Unsatisfied pellet procedures - Long-term 293 258 Total allocated to unsatisfied pellet procedures 1,111 1,047 Total deferred revenue - Current $ 1,989 $ 1,705 Total deferred revenue - Long-term $ 862 $ 802 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. Expected returns and refunds are recorded as a reduction of revenue and are $0 and $0 for the three and nine months ended September 30, 2022 and 2021, respectively. | 3. REVENUE RECOGNITION Revenues recognized for each revenue stream are as follows (in thousands): Financial Statement Caption Revenue Stream For the year ended December 31, Product revenue: 2021 2020 2019 Pellet procedures $ 109,465 $ 92,773 $ 90,132 Dietary supplements 27,241 20,887 17,562 Disposable trocars 860 921 573 Shipping fees 32 59 48 Total product revenue 137,598 114,640 108,315 Service revenue: Training $ 859 $ 949 $ 705 Contract-term services 939 979 956 Total service revenue 1,798 1,928 1,661 Total revenue $ 139,396 $ 116,568 $ 109,976 Revenues recognized by geographic region are as follows (in thousands): Financial Statement Caption Country For the year ended December 31, Product revenue: 2021 2020 2019 United States 137,349 114,557 108,176 All other 249 83 139 Total product revenue 137,598 114,640 108,315 Service revenue: United States 1,798 1,928 1,661 All other — — — Total service revenue 1,798 1,928 1,661 Total revenue 139,396 116,568 109,976 Significant changes in contract liability balances are as follows (in thousands): For the year ended December 31, 2021 2020 2019 Description of change Deferred Deferred Revenue, Deferred Deferred Revenue, Deferred Deferred Revenue, Revenue recognized that was included in the contract liability balance at the beginning of the period (2,048 ) — (2,584 ) — (2,381 ) — Increases due to cash received, excluding amounts recognized as revenue during the period: 1,022 652 1,100 605 1,622 934 Transfers between current and non-current 697 (697 ) 944 (944 ) 961 (961 ) Other changes to the balance: — — — — — — Total increase(decrease) in contract liabilities: $ (329 ) $ (45 ) $ (540 ) $ (339 ) $ 202 $ (27 ) Consideration allocated to initial training due to deposits paid upfront is presented within deferred revenue on the condensed consolidated balance sheets and is expected to be recognized as revenue within one year, as the training is complete. 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. For the year ended December 31, 2021 2020 2019 Unsatisfied training obligations - Current $ 67 $ 57 $ 50 Unsatisfied contract-term services - Current 849 862 932 Unsatisfied contract-term services - Long-term 544 551 737 Total allocated to unsatisfied contract-term services 1,393 1,413 1,669 Unsatisfied pellet procedures - Current 789 1,125 1,601 Unsatisfied pellet procedures - Long-term 258 284 436 Total allocated to unsatisfied pellet procedures 1,047 1,409 2,038 Total Deferred Revenue - Current $ 1,705 $ 2,044 $ 2,584 Total Deferred Revenue - Long-term $ 802 $ 836 $ 1,173 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. Expected returns and refunds are recorded as a reduction of revenue and are $0 for December 31, 2021, 2020, and 2019. |
Inventory, Net
Inventory, Net | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | ||
Inventory, Net | 5 INVENTORY, NET Inventory, net consists of the following: September 30, December 31, Product i $ 6,230 $ 6,318 Less: O (1,129 ) (1,356 ) Pellet inventory, net 5,101 4,962 Product i Dietary supplements 5,276 4,849 Less: O xpired dietary supplement allowance (196 ) (196 ) Dietary supplement inventory, net 5,080 4,653 Inventory , net $ 10,181 $ 9,615 | 4. INVENTORY, NET Inventory, net consists of the following (in thousands): 2021 2020 Product Inventory - Pellets $ 6,318 $ 5,404 Less: obsolete and expired pellet allowance (1,356 ) (1,080 ) 4,962 4,324 Product Inventory - Dietary supplements 4,849 — Less: obsolete and expired dietary supplement allowance (196 ) — 4,653 — Net Inventory $ 9,615 $ 4,324 |
Property and Equipment, Net
Property and Equipment, Net | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Property and Equipment, Net | 6 PROPERTY AND EQUIPMENT, NET Property and equipment, net consists of the following: September 30, December 31, Trocars $ 4,645 $ 4,448 Leasehold improvements 1,028 254 Office equipment 238 223 Computer software 140 135 Furniture and fixtures 161 119 Computer equipment 97 97 Construction in process — 705 Property and equipment 6,309 5,981 Less: Accumulated depreciation (4,533 ) (3,646 ) Property and equipment, net $ 1,776 $ 2,335 Total depreciation expense related to property and equipment was $302 and $178 for the three months ended September 30, 2022 and 2021, respectively, and $887 and $533 for the nine months ended September 30, 2022 and 2021. Total depreciation expense was included in Selling, general and administrative expense in the condensed consolidated statements of income and comprehensive income. 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. | 5. PROPERTY AND EQUIPMENT, NET Property and equipment, net consists of the following (in thousands): 2021 2020 Trocars $ 4,448 $ 3,754 Leasehold improvements 254 254 Office equipment 223 204 Computer software 135 135 Furniture and fixtures 119 72 Computer equipment 97 97 Construction in process 705 — 5,981 4,516 Less: accumulated depreciation (3,646 ) (2,933 ) $ 2,335 $ 1,583 Total depreciation expense related to property and equipment, net was $713, $676, and $669 for the years ended December 31, 2021, 2020, and 2019 respectively and was included in selling, general, and administrative expense in the consolidated statements of income and comprehensive income. 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 | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Research and Development [Abstract] | ||
Capitalized Software, Net | 7. CAPITALIZED SOFTWARE, NET Capitalized software, net consists of the following: September 30, December 31, Website costs $ 4,120 $ 3,571 Development in process 3,066 2,294 Less: Accumulated amortization (2,068 ) (1,311 ) Capitalized software, net $ 5,118 $ 4,554 Total amortization expense for capitalized software was $277 and $154 for the three months ended September 30, 2022 and 2021, respectively, and $757 and $454 for the nine months ended September 30, 2022 and 2021, respectively. Total amortization expense was included in Selling, general and administrative expense in the condensed consolidated statements of income and comprehensive income. | 6. CAPITALIZED SOFTWARE, NET Capitalized software, net consist of the following (in thousands): 2021 2020 Website costs $ 3,571 $ 2,522 Development in process 2,294 703 Less: accumulated amortization (1,311 ) (625 ) $ 4,554 $ 2,600 Total amortization expense for capitalized software was $687, $462, and $163 for the years ended December 31, 2021, 2020, and 2019 respectively. The Company’s capitalized software is all held within the United States. |
Accrued Expenses
Accrued Expenses | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Payables and Accruals [Abstract] | ||
Accrued Expenses | 8. ACCRUED EXPENSES Accrued expenses consist of the following: September 30, December 31, Accrued professional fees $ 542 $ 1,192 Accrued employee-related costs 4,018 2,213 Accrued merchant fees — 184 Accrued interest — 27 Legal accrual — 1,302 Other 1,159 1,093 Accrued expenses $ 5,719 $ 6,011 | 7. ACCRUED EXPENSES Accrued liabilities consist of the following (in thousands): 2021 2020 Accrued professional fees $ 1,192 $ 50 Accrued employee related costs 2,213 1,359 Accrued merchant fees 184 137 Accrued interest 27 38 Legal accrual 1,302 — Other 1,093 398 $ 6,011 $ 1,982 |
Long-Term Debt
Long-Term Debt | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Debt Disclosure [Abstract] | ||
Long-Term Debt | 9. LONG-TERM DEBT Bank of America Term Loan In May 2019, the Company entered into a credit arrangement (the “Bank of America Credit Agreement”) with a financial institution for a term loan for $ (the “Bank of America Term Loan”), which bore an interest rate quoted as B asis Points (BPS) . As of September 30, 2022 and December 31, 2021, the outstanding principal on the Bank of America Term Loan was $ and $ , respectively. The Bank of America Credit Agreement also included a line of credit arrangement, under which the Company could borrow up to $10,000. The line was set to expir e in May of 2024 and was secured by all assets of the Company. The Company did not draw on the line of credit during the three and nine months ended September 30, 2022 and 2021. In connection with obtaining the Bank of America Credit Agreement in May of 2019, the Company incurred lender’s fees and related attorney’s fees of $1,108. The Company capitalized these costs and was amortizing these to interest expense over the maturity of the Bank of America Term Loan. The balance on the Bank of America Term Loan is presented in the condensed consolidated balance sheet net of the related debt issuance costs. Amortization expense related to the debt issuance costs on the Bank of America Credit Agreement was $0 and $55 for the three months ended September 30, 2022 and 2021, respectively, and $91 and $166 for the nine months ended September 30, 2022 and 2021, respectively. At June 30, 2022, the remaining unamortized Bank of America debt issuance costs of $445 were written off as a loss from extinguishment of debt in the Company’s condensed consolidated statements of income and comprehensive income upon extinguishment of the Bank of America Credit Agreement. In connection with the Business Combination, the Company entered into a new loan agreement as described below. A portion of the funds obtained from the new agreement were used to repay the Bank of America Term Loan in full. Truist Term Loan On the Closing Date, the Company entered into a new loan agreement with Truist Bank (the “Credit Agreement” and with respect to the term loan within, the “Term Loan”) for $125,000. 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 September 30, 2022, the interest rate charged to the Company was approximately 5.6%. The Term Loam requires principal payments of approximately $1,563 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 September 30, 2022, the outstanding principal on the Term Loan was $123,438. Pursuant to the Credit Agreement, BioTE Medical may borrow under the “Revolving Loans” from time to time up to the total commitment of $50,000. The Company has not drawn on the line of credit during the three and nine months ended September 30, 2022. 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. In addition, 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) 4.25:1.00, with respect to the fiscal quarter ending September 30, 2022 through and including the fiscal quarter ending March 31, 2023, (ii) 4.00:1.00, with respect to the fiscal quarter ending June 30, 2023 through and including March 31, 2024, and (iii) 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. The Company was in compliance with all required covenants associated with the Credit Agreement as of September 30, 2022. In connection with obtaining the Credit Agreement in May of 2022, the Company incurred lender’s fees and related attorney’s fees of approximately $4,036. 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 condensed consolidated balance sheet net of the related debt issuance costs. Amortization expense related to the debt issuance costs on the Credit Agreement was $203 and $301 for the three and nine months ended September 30, 2022, respectively. The total amortization of debt issuance costs, inclusive of those related to both the Bank of America Credit Agreement and the Credit Agreement, was $203 and $55 for the three months ended September 30, 2022 and 2021, respectively, and $392 and $166 for the nine months ended September 30, 2022 and 2021, respectively. The outstanding debt as of September 30, 2022 and December 31, 2022 is classified in the condensed consolidated balance sheets as follows: September 30, December 31, Term loan $ 123,438 $ 37,500 Less: Current portion (6,250 ) (5,000 ) $ 117,188 $ 32,500 Less: Unamortized debt issuance costs (3,737 ) (537 ) Term loan, net of current portion $ 113,451 $ 31,963 Future maturities of long-term debt, excluding debt issuance costs, are as follows: 2022 (remaining three months) $ 1,563 2023 6,250 2024 6,250 2025 6,250 2026 6,250 2027 96,876 $ 123,438 | 8. LONG-TERM DEBT The Company had a note payable with an original balance of $2,600, which matured in April 2019 In May 2019, the Company entered into a credit arrangement with a financial institution for $50,000, which bears an interest rate quoted as LIBOR + 300 basis points. At December 31, 2021, the interest rate charged to the company was approximately 3.1%, and the average rate paid during 2021 was 3.5%. The credit arrangement matures in May of 2024 The credit arrangement also included a line of credit arrangement, under which the Company could borrow up to $10,000. The line expires in May of 2024 The credit agreement includes covenants customary for credit facilities of these types that limit the ability of the Company and its subsidiaries to, among other things, create or assume liens on assets, make certain types of investments, incur other indebtedness, merge, dissolve, or liquidate the Company, or declare dividends in excess of those needed to meet the income tax obligations of the members. The credit agreement also includes a financial covenant that requires the Company to maintain a ratio of indebtedness to trailing 12-month 3.00:1 2.50:1 12-month 1.25:1 In connection with obtaining the credit arrangement in May of 2019 the Company incurred lender’s fees and related attorney’s fees of $1,108. The Company capitalized these costs and is amortizing them to interest expense over the maturity of the term loan. The debt issuance costs are presented in the consolidated balance sheet net of the related note payable. Amortization expense related to debt issuance costs was $222, $222, and $127 for the year ended December 31, 2021, 2020, and 2019 respectively. Future maturities of long-term debt, excluding debt issuance costs, are as follows: 2022 $ 5,000 2023 5,000 2024 27,500 $ 37,500 |
Share-Based Compensation
Share-Based Compensation | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | ||
Share-Based Compensation | 14. SHARE-BASED COMPENSATION At the Closing of the Business Combination, Holdings’ share-based compensation awards (as such terms are defined below) were converted into equity in Biote. Share information below has been converted from historical disclosure based on the equivalent shares received in the Business Combination. Incentive Units Holdings previously issued incentive units, which entitled the holder to participate in the net transaction proceeds from a change in control or qualifying liquidity event. Incentive units equivalent to 987,275 shares of Class V voting stock were vested as of December 31, 2021, and the Closing of the Business Combination triggered the vesting of the remaining incentive units equivalent to 6,356,178 shares of Class V voting stock. No compensation cost was recognized historically until the Closing of the Business Combination, and $50,026 of share-based compensation expense was recognized at Closing related to the incentive units. As of September 30, 2022, there are no incentive units outstanding. Restricted Stock Units (Including Phantom Equity Rights) Holdings also previously authorized the grant of phantom equity rights, which entitled the holder to participate in the net transaction proceeds from a change in control or qualifying liquidity event. For current employees, these awards vest quarterly over a period of one The phantom equity rights are equity-classified awards. The grant date fair value of the phantom equity rights was determined using a Monte-Carlo simulation. The significant assumptions used in valuation include the constant risk-free rate, constant volatility factor and the Geometric Brownian Motion. At the Closing of the Business Combination, Holdings’ phantom equity rights related to former employees vested, and we recognized share-based compensation expense of $4,339 related to these awards with an offsetting increase to equity based on the awards’ grant-date fair value. At Closing, the Company exercised its option to settle the awards for cash in the amount of $7,250. At the Closing of the Business Combination, Holdings’ phantom equity rights related to current employees were replaced with 3,887,750 restricted stock units (“RSUs”) of Biote. The RSUs will continue to vest according to their original terms, quarterly over a period of one Since the Closing of the Business Combination, the Company continues to grant RSUs to certain employees under the 2022 Equity Incentive Plan Shares Weighted- Grant-Date RSUs outstanding at December 31, 2021 3,887,750 $ 8.85 Granted 85,040 $ 4.00 Forfeited (296,250 ) $ 8.71 Vested (771,525 ) $ 8.90 RSUs outstanding at September 30, 2022 2,905,015 $ 8.35 The Company recognized share-based compensation expense of $416 and $25,321 during the three and nine months ended September 30, 2022, respectively, related to RSUs, which included a cumulative catch-up unrecognized share-based compensation expense for service provided from the grant date to the Closing of the Business Combination. As of September 30, 2022, there was $6,488 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 1.3 years. Stock Options Subsequent to the Closing of the Business Combination, the Company began to grant stock options to certain employees, directors, and consultants under the 2022 Equity Incentive Plan Shares Weighted- Weighted- Options outstanding at December 31, 2021 — $ — — Granted 4,299,373 $ 3.80 Forfeited (49,200 ) $ 3.53 Options outstanding at September 30, 2022 4,250,173 $ 3.81 9.5 Options exercisable at September 30, 2022 — $ — — The Company recognized share-based compensation expense of $330 during the three and nine months ended September 30, 2022 related to stock options. As of September 30, 2022, there was $9,474 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 3.6 years. The weighted-average assumptions used to estimate the fair value of stock options granted during the nine months ended September 30, 2022 were as follows: Expected term (in years) 6.1 Volatility 63.8 % Risk-free rate 3.5 % Dividend yield 0.0 % | 9. UNIT-BASED COMPENSATION Class AAAA Incentive Units The Company has authorized the grant of Class AAAA incentive units, which entitle the holder to participate in the net transaction proceeds from a change in control or qualifying liquidity event. As of December 31, 2021 and 2020, a total of 33,397 and 33,396 incentive units had been awarded, respectively, to current and former members of senior management, of which 3,000 units were fully vested at each date. The remaining awards fully vest upon the occurrence of a change in control or qualifying liquidity event, and each holder is entitled to receive a stated percentage of the net transaction proceeds in excess of certain thresholds in accordance with the terms of their respective award agreement. The Company has not recognized any compensation expense associated with the incentive units as a change in control or qualifying liquidity event is not deemed probable until it occurs. Phantom Equity Rights The Company has also authorized the grant of phantom equity rights, which entitle the holder to participate in the net transaction proceeds from a change in control or qualifying liquidity event. For existing employees, these awards vest quarterly over a period of one receive a stated percentage of the net transaction proceeds in excess of certain thresholds or a maximum amount in accordance with the terms of their respective award agreement. The Company has not recognized any compensation expense associated with the phantom equity rights as a change in control or qualifying liquidity event is not deemed probable until it occurs. The phantom equity rights are equity-classified awards. Upon occurrence of a qualifying change of control, the Company will (1) recognize a cumulative-effect adjustment to compensation cost for the service that has already been provided (from the grant date to the change of control) and (2) record the unrecognized compensation cost over the remaining vesting period. The grant date fair value of the phantom equity rights and Class AAAA incentive units are determined using a Monte-Carlo simulation. The significant assumptions used in valuation include the constant risk free rate, constant volatility factor and the Geometric Brownian Motion. |
Leases
Leases | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | ||
Leases | 15. LEASES On July 1, 2014, BioTE Medical 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 . The Company recognizes operating lease costs on a straight-line basis over the lease term within Selling, general and administrative expense in the condensed consolidated statement of income and comprehensive income. The following table contains a summary of the operating lease costs recognized under ASC 842 and supplemental cash flow information for leases for the three and nine months ended September 30, 2022 and 2021: Three Months Ended Nine Months Ended 2022 2021 2022 2021 Fixed lease expense $ 61 $ 61 $ 183 $ 183 Total lease cost $ 61 $ 61 $ 183 $ 183 Other information: Cash paid for amounts included in the measurement of lease liabilities $ 64 $ 64 $ 193 $ 193 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: September 30, December 31, Lease assets Operating lease right-of-use $ 181 $ 356 Total lease assets $ 181 $ 356 Lease liabilities Current: Operating lease liabilities $ 190 $ 248 Non-current: Operating lease liabilities — 127 Total lease liabilities $ 190 $ 375 Weighted-average remaining lease term — operating 0.75 1.50 Weighted-average discount rate — operating leases 3.75 % 3.75 % The following table summarizes the payments by date for the Company’s operating lease, which is then reconciled to our total lease obligation, as of September 30, 2022: 2022 (remaining three months) $ 64 2023 128 Total lease payments 192 Less: Interest (2 ) Present value of lease liabilities $ 190 | 10. 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. The Company was not a party to any lease arrangements prior to this lease. The Company recognizes operating lease expense on a straight-line basis over the lease term. The Company utilizes the straight-line method of recognizing lease expense. The following table contains a summary of the lease costs recognized under ASC 842 and supplemental cash flow information for leases for the years ended December 31, 2021, 2020, and 2019 (in thousands): Operating Leases The year ended December 31, 2021 2020 2019 Fixed lease expense $ 244 $ 244 244 Total lease cost 244 244 $ 244 Other information: Cash paid for amounts included in the measurement of lease liabilities $ 257 $ 257 $ 257 The following table summarizes the balance sheet classification of the Company’s operating leases, amounts of right-of-use Leases December 31 2021 2020 Assets Operating lease right-of-use $ 356 $ 582 Total lease assets $ 356 $ 582 Liabilities Current Operating lease liabilities $ 248 $ 239 Noncurrent Operating lease liabilities 127 375 Total lease liabilities $ 375 $ 614 Weighted-average remaining lease term—operating leases (years) 1.50 2.50 Weighted-average discount rate—operating leases 3.75 % 3.75 % The following table summarizes the payments by date for the Company’s operating lease, which is then reconciled to our total lease obligation (in thousands): Maturity of Lease Liabilities The year ended December 31, 2021 Operating Leases 2022 $ 257 2023 128 2024 — 2025 — Thereafter — Total lease payments 385 Less: interest (10 ) Present value of lease liabilities $ 375 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 16. INCOME TAXES We are subject to U.S. federal and state taxes with respect to our allocable share of any taxable income or loss of Holdings, as well as any stand-alone income or loss we generate. Holdings is treated as a partnership for U.S. income tax purposes and for 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 its Members, including us. Despite its status as a partnership in the United States, 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. As part of the Business Combination, the Company entered into the TRA with certain shareholders that will represent approximately 85% of the calculated tax savings based on the portion of basis adjustments on future exchanges of Holding’s units and other carryforward attributes assumed that we anticipate being able to utilize in future years. As of September 30, 2022, there have been no exchanges of units that would generate a deferred tax asset for the Company 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 (benefit) of $234 and $67 for the three months ended September 30, 2022 and 2021, respectively, and ($48) and $209 for the nine months ended September 30, 2022 and 2021, 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 September 30, 2022, management concluded that it is more likely than not that a substantial portion of our federal deferred tax assets will be realized. As part of our analysis, we considered both positive and negative factors that impact profitability and whether those factors would lead to a change in the estimate of our deferred tax assets that may be realized in the future. Based on our analysis, we have recorded a valuation allowance on the foreign deferred tax assets as of September 30, 2022. The Company will continue to assess the likelihood of the realization of its deferred tax assets and the valuation allowance will be adjusted accordingly. |
Warrant Liability
Warrant Liability | 9 Months Ended |
Sep. 30, 2022 | |
Warrant Liability | 10. WARRANT LIABILITY In connection with its initial public offering, Haymaker issued Public Warrants as part of the units sold through the offering (“Public Warrant”) as well as private placement warrants (“Private Placement Warrant”) to its Sponsor, the terms of which are further described below. Public Warrants Each whole Public Warrant is exercisable to purchase one share of Class A common stock, and only whole warrants are exercisable. The Public Warrants became exercisable on June 25, 2022, 30 days after the completion of the Business Combination. Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at an exercise price of $11.50. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of shares of Class A common stock. This means that only a whole warrant may be exercised at any given time by a warrant holder. No fractional warrants were issued upon separation of the units and only whole warrants were traded, requiring a purchase of at least four units to receive or trade a whole warrant. The warrants will expire on May 26, 2027, five years after the completion of the Business Combination, or earlier upon redemption or liquidation. If the shares issuable upon exercise of the warrants are not registered under the Securities Act within 60 business days following the Business Combination, the Company will be required to permit holders to exercise their warrants on a cashless basis. However, no warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, unless an exemption is available. In the event that the conditions in the immediately preceding sentence are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the share of Class A common stock underlying such unit. The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of the Business Combination, the Company will use its reasonable best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the warrants. The Company will use its reasonable best efforts to cause the same to become effective within 60 business days following the Business Combination and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. Notwithstanding the above, if the Company’s Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but the Company will be required to use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of warrants when the price per Class A share equals or exceeds $18.00 Once the warrants become exercisable, the Company may call the warrants for redemption: • in whole and not in part; • at a price of $0.01 per warrant; • upon not less than 30 days’ prior written notice of redemption (which we refer to as the 30-day • if, and only if, the last reported sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading Redemption of warrants when the price per Class A share equals or exceeds $10.00 Once the warrants become exercisable, the Company may call the warrants for redemption: • in whole and not in part; • at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares of our Class A common stock to be determined based on the redemption date and the “fair market value” of shares of our Class A common stock except as otherwise described below; • if, and only if, the closing price of shares of our Class A common stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within the 30-trading • if the closing price of our Class A common stock for any 20 trading days within a 30-trading In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the Closing of the Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, inclusive of interest earned on equity held in trust, available for the funding of the Business Combination on the date of the consummation of the Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Business Combination is consummated (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. The Company’s Public Warrants are treated as liabilities and recorded at fair value in the Warrant liability line of the condensed consolidated balance sheet. Any changes in fair value are recorded in the changes in fair value of warrants line of the condensed consolidated statements of income and comprehensive income. Please see Note 12 for further detail. No Public Warrants have been redeemed as of September 30, 2022 or December 31, 2021. Private Placement Warrants The Sponsor purchased an aggregate of 5,333,333 Private Placement Warrants at a price of $1.50 per whole warrant in a private placement that occurred simultaneously with the closing of Haymaker’s initial public offering. Subsequently, the Sponsor purchased an additional 233,333 Private Placement Warrants for an aggregate purchase price of $350,000 in conjunction with the partial exercise of the underwriters’ overallotment option. Each whole Private Placement Warrant was exercisable for one share of the Company’s Class A common stock at a price of $11.50 per share. The Private Placement Warrants were non-redeemable The Private Placement Warrants (including the Class A common stock issuable upon exercise of the Private Placement Warrants) were not transferable, assignable or saleable until 30 days after the completion of the Business Combination and they are not redeemable so long as they are held by the Sponsor or its permitted transferees. Otherwise, the Private Placement Warrants had terms and provisions that were identical to those of the Public Warrants, including as to exercise price, exercisability and exercise period. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the Public Warrants. If holders of the Private Placement Warrants elect to exercise them on a cashless basis, they would pay the exercise price by surrendering their warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of warrant exercise is sent to the warrant agent. On September 30, 2022, there were 7,937,466 Public Warrants and 5,566,666 Private Placement Warrants outstanding. The Company accounts for the Public Warrants and Private Placement Warrants in accordance with the guidance contained in ASC 815-40. The warrant liabilities are subject to re-measurement re-measurement, The Company’s Private Placement Warrants are treated as liabilities and recorded at fair value in the Warrant liability line of the balance sheet. Any changes in fair value are recorded in the changes in fair value of warrants line of the condensed consolidated statement of income and comprehensive income. Please see Note 12 for further detail. |
Earnout Liability
Earnout Liability | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Earnout Liability | 11. EARNOUT LIABILITY Certain of the Company’s equity holders are entitled to vest in up to 11,587,500 Earnout Securities 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 the Closing, one-third (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 the Closing, one-third (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 the Closing, one-third (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 Company’s Earnout liability is recorded at fair value in the condensed consolidated balance sheet. Any changes in fair value are recorded in the changes in earnout liability line of the condensed consolidated statement of income and comprehensive income. Please see Note 12 for further detail. |
Noncontrolling Interest
Noncontrolling Interest | 9 Months Ended |
Sep. 30, 2022 | |
Noncontrolling Interest [Abstract] | |
Noncontrolling Interest | 13. NONCONTROLLING INTEREST In connection with the Closing of the Business Combination on the Closing Date, certain Members of Holdings (the “Minority Interest Holders”) retained an approximately 86.5% membership interest in Holdings and Biote received an approximately 13.5% ownership interest in Holdings. As a result of share issuances subsequent to the Closing of the Business Combination, Biote’s ownership of Holdings, was approximately 14.7% as of September 30, 2022. The Minority Interest Holders may from time to time, after the Closing Date, exchange with Biote, such holders’ units in Holdings for an equal number of shares of Biote’s Class A common stock. As a result, Biote’s ownership interest in Holdings will continue to increase. The Minority Interest Holders’ ownership interests are accounted for as noncontrolling interests in the Company’s condensed consolidated financial statements. Because the Business Combination was accounted for similar to a reverse recapitalization, the noncontrolling interest was initially recorded based on the Minority Interest Holders’ ownership interest in the pre-combination In connection with the Business Combination, Biote issued the Minority Interest Holders an aggregate of 48,565,824 shares of Class V voting stock. The Class V voting stock provides no economic rights in Biote to the holder thereof; however, each holder of Class V voting stock is entitled to vote with the holders of Class A common stock of Biote, with each share of Class V voting stock entitling the holder to one vote per share of Class V voting stock at the time of such vote (subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications). |
Fair value measurements
Fair value measurements | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Assets Measured On Recurring Basis [Line Items] | |
Fair value measurements | 12. FAIR VALUE MEASUREMENTS To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Fair value is a market-based measure considered from the perspective of a market participant rather than an entity-specific measure. Therefore, even when market assumptions are not readily available, the Company’s own assumptions are set to reflect those that market participants would use in pricing the asset or liability at the measurement date. The Company uses prices and inputs that are current as of the measurement date, including during periods of market dislocation. In periods of market dislocation, the observability of prices and inputs may be reduced for many instruments. This condition could cause an instrument to be reclassified from Level 1 to Level 2 or Level 2 to Level 3. 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 condensed consolidated balance sheets, which may differ from their respective fair values. The fair values of the Company’s term loan and revolving line of credit generally approximate their carrying values. The Company’s Warrant liability and Earnout liability are recorded at fair value on a recurring basis. The following table presents the Company’s fair value hierarchy for financial assets and liabilities: Fair Value Measurements as of Level 1 Level 2 Level 3 Total Liabilities: Public Warrants $ 2,698 $ — $ — $ 2,698 Private Placement Warrants — — 1,981 1,981 Earnout liability — — 78,080 78,080 Fair Value Measurements as of Level 1 Level 2 Level 3 Total Liabilities: Public Warrants $ 5,397 $ — $ — $ 5,397 Private Placement Warrants — — 3,834 3,834 Earnout liability — — 187,750 187,750 There were no movements between levels during the three and nine months ended September 30, 2022. These instruments were not outstanding on the Company’s books for the three and nine months ended September 30, 2021. Level 3 Disclosures Private Placement Warrants As described in Note 10, the Company’s Private Placement Warrants were initially issued by Haymaker and were thus acquired by the Company through the consummation of the Business Combination. Accordingly, the initial measurement date of the Private Placement Warrants for the Company was the Closing Date. The Private Placement Warrants were valued using a Monte Carlo simulation. Calculating the fair value of the Private Placement Warrants requires the input of subjective assumptions. Other reasonable assumptions could provide differing results. The carrying amount of the liability may fluctuate significantly, and actual amounts at settlement may be materially different from the liability’s estimated value. The following table provides the significant inputs to the Monte Carlo simulation for the fair value of the Private Placement Warrants as of September 30, 2022 and the Closing Date: As of September 30, May 26, 2022 Stock price $ 4.28 $ 9.02 Exercise price $ 11.50 $ 11.50 Risk-free rate 4.1 % 2.7 % Volatility 35.1 % 13.4 % Term (in years) 4.7 5.0 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 value. The following table provides the significant inputs to the Monte Carlo simulation for the fair value of the Earnout liability as of September 30, 2022 and the Closing Date, the date of initial measurement: As of September 30, May 26, Stock price $ 4.28 $ 9.02 Risk-free rate 4.1 % 2.7 % Volatility 70.0 % 60.0 % Term (in years) 4.7 5.0 The following table presents the changes in fair value of the Company’s Level 3 financial instruments that are measured at fair value as of September 30, 2022 and the Closing Date, the date of initial measurement: Private Earnout Total Fair value as of May 26, 2022 (initial measurement) $ 3,834 $ 187,750 $ 191,584 Gain from change in fair value (1,853 ) (109,670 ) (111,523 ) Fair value as of September 30, 2022 $ 1,981 $ 78,080 $ 80,061 |
Net Income Per Common Share
Net Income Per Common Share | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Earnings Per Share [Abstract] | ||
Net Income Per Common Share | 17. NET INCOME PER COMMON SHARE The computation of basic and diluted net income per common share is based on net income attributable to Biote stockholders divided by the basic and diluted weighted average number of shares of Class A common stock outstanding, each for the period subsequent to the consummation of the Business Combination. The following table sets forth the computation of net income per common share: Three Months Nine Months Net income (loss) per common share Numerator: Net income (loss) attributable to biote Corp. stockholders (basic) $ (13,236 ) $ 102,220 Plus: Net income (loss) attributable to noncontrolling interest — (58,875 ) Net income (loss) attributable to biote Corp. stockholders (diluted) $ (13,236 ) $ 43,345 Denominator: Weighted average shares outstanding (basic) 7,605,031 7,596,379 Effect of potentially dilutive securities RSUs — 1,745,056 Stock Options — 240,168 Class V Voting Stock — 48,565,824 Weighted average shares outstanding (diluted) 7,605,031 58,147,427 Net income (loss) per common share Basic $ (1.74 ) $ 13.46 Diluted $ (1.74 ) $ 0.75 On the Closing Date, the Company completed the Business Combination which materially impacted the number of shares outstanding, and the Company was organized in an Up-C if-converted Combination. 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 Nine Months Ended RSUs 2,905,015 134,000 Stock Options 4,250,173 78,800 Class V Voting Stock 48,565,824 — Public Warrants 7,937,466 7,937,466 Private Placement Warrants 5,566,666 5,566,666 Earnout Voting Shares 10,000,000 10,000,000 Sponsor Earnout Shares 1,587,500 1,587,500 80,812,644 25,304,432 | 11. EARNINGS PER COMMON UNIT The computation of basic and diluted earnings per common unit is based on net income divided by the basic weighted average number of common units and diluted weighted average number of common units, respectively. The following table sets forth the computation of net income (loss) per common unit: Year ended December 31, 2021 2020 2019 Net income (loss) per unit Numerator Net Income (loss) $ 32,619 $ 29,162 $ 21,287 Income allocated to participating securities — — — Numerator for basic net income (loss) per unit 32,619 29,162 21,287 Effect of dilutive securities on allocated net income to common units Class A, AA, and AAA — — — Numerator for diluted net income (loss) per unit 32,619 29,162 21,287 Denominator (Weighted average units outstanding) Class A, AA, and AAA 979,800 979,800 979,800 Effect of dilutive securities on weighted average units outstanding Class A, AA, and AAA — — — Denominator for diluted net income (loss) per weighted average common units 979,800 979,800 979,800 Net income (loss) per common unit Class A, Class AA, and Class AAA Basic and diluted $ 33.29 $ 29.76 $ 21.73 Basic and diluted weighted average common units outstanding 979,800 979,800 979,800 Percentage allocated to common members 100.0 % 100.0 % 100.0 % The Company did not have any potentially dilutive common units outstanding during the period. |
Related Party Transactions
Related Party Transactions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | ||
Related Party Transactions | 1 9 RELATED-PARTY TRANSACTIONS The Company utilizes a professional services firm to perform accounting and tax services for the Company. Trusts whose beneficiaries are the children of a partner of the firm hold shares of our Class V voting stock. Fees paid to the firm were $0 and $90 during the three months ended September 30, 2022 and 2021, respectively; and $31 and $378 during the nine months ended September 30, 2022 and 2021, respectively. Amounts due to the firm as of September 30, 2022 and December 31, 2021 were $ A former employee of the Company is the beneficiary of a trust which holds shares of our Class V voting stock, as well as being the child of the Company’s founder who beneficially owns shares of our Class V voting stock. Compensation paid to the former employee was $0 and $50 for the three months ended September 30, 2022 and 2021, respectively, and $100 and $147 for the nine months ended September 30, 2022 and 2021, respectively. Amounts due to the former employee were $0 and $0 as of September 30, 2022 and December 31, 2021, respectively. In addition to their previous employment by the Company, the above referenced former employee also owns a clinic which was a customer of the Company. Revenues recognized from sales to this customer were $ for the three months ended September 30, 2022 and 2021, respectively, and $456 and $544 for the nine months ended September 30, 2022 and 2021, respectively. Amounts due from this customer were $ as of September 30, 2022 and December 31, 2021, respectively. A former employee of the Company is the spouse of the Company’s founder who beneficially owns shares of our Class V voting stock. Compensation paid to the former employee was $ for the three months ended September 30, 2022 and 2021, respectively, and $158 and $228 for the nine months ended September 30, 2022 and 2021, respectively. Amounts due to the former employee were $1 and $0 as of September 30, 2022 and December 31, 2021, respectively. 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 $419 and $259 for the three months ended September 30, 2022 and 2021, respectively, and $1,153 and $651 for the nine months ended September 30, 2022 and 2021, respectively. Amounts due to the vendor were $419 and $0 as of September 30, 2022 and December 31, 2021, respectively. The Company’s founder has personally guaranteed the Company’s performance under its lease agreement for its primary headquarters. Under this guaranty, the Company’s lessor may seek recovery of amounts owed from the founder in an event of default, regardless of whether they have sought recovery from the Company. On May 18, 2022, BioTE Medical and Dr. Gary S. Donovitz entered into a founder advisory agreement, effective as of, and contingent upon, the Closing. Pursuant to the founder advisory agreement, Dr. Gary S. Donovitz 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) as of the Closing. Pursuant to the founder advisory agreement, Dr. Gary S. Donovitz provides strategic advisory services to BioTE Medical for a period of four years from the Closing, unless terminated earlier pursuant to the terms of the founder advisory agreement, and will receive an annual fee equal to $300 per year, continued coverage under BioTE Medical’s employee benefits and reimbursement for reasonable and pre-approved On May 18, 2022, BioTE Medical entered into an independent contractor agreement with Lani D. Consulting, a company affiliated with Lani Hammonds Donovitz, the wife of Dr. Gary S. Donovitz (the “New Independent Contractor Agreement”). Immediately upon the Closing, the New Independent Contractor Agreement replaced the independent contractor agreement dated as of May 3, 2021, between Lani D. Consulting and BioTE Medical. Pursuant to the New Independent Contractor Agreement, Lani D. Consulting provides certain services to BioTE Medical for a period of four years from the Closing, unless terminated earlier pursuant to the terms of the New Independent Contractor Agreement, and will receive an annual fee equal to $250 per year and reimbursement for reasonable and pre-approved | 13. RELATED-PARTY TRANSACTIONS The Company utilizes a professional services firm to perform accounting and tax services for the Company. The Company’s Class AAA units are entirely held by trusts whose beneficiaries are the children of a partner of the firm. Fees paid to the firm were $456 and $532 during the years ended December 31, 2021 and 2020, respectively. Amounts due to the firm as of December 31, 2021 and 2020 were $0 and $7, respectively. An employee and member of our Medical Advisory Board, is the beneficiary of a trust which holds approximately 51% of the Company’s Class AA units as well as being the child of the Company’s founder, chairman, and beneficial owner of the Company’s Class A units. Compensation paid to the employee was $201 and $182 for the years ended December 31, 2021 and 2020, respectively. Amounts due to the employee were $0 and $5 as of December 31, 2021 and 2020, respectively. In addition to their employment by the Company, the above referenced employee owns a clinic which is a customer of the Company. Revenues recognized from sales to this customer were $744 and $615 for the years ended December 31, 2021 and 2020, respectively. Amounts due from this customer were $57 and $57 as of December 31, 2021 and 2020 respectively. An employee of the Company is the spouse of the Company’s founder, chairman, and beneficial owner of the Company’s Class A units. Compensation paid to the employee was $285 and $196 for the years ended December 31, 2021 and 2020, respectively. Amounts due to the employee were $0 as of December 31, 2021 and 2020. The Company purchases dietary supplement inventories from a vendor in which the Company’s founder holds a minority interest. Inventory purchases from this vendor were $888 and $584 for the years ended December 31, 2021 and 2020, respectively. Amounts due to the vendor were $0 and $52 as of December 31, 2021 and 2020, respectively. The Company’s founder and chairman has personally guaranteed the Company’s performance under their lease agreement for their primary headquarters. Under this guaranty, the Company’s lessor may seek recovery of amounts owed from the founder in an event of default, regardless of whether they have sought recovery from the Company. |
Commitments And Contingencies
Commitments And Contingencies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Commitments [Line Items] | ||
Commitments and Contingencies | 18. 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. The Company is currently involved in litigation described below with one of the Company’s stockholders, Dr. Gary S. Donovitz (“Donovitz”) (the “Donovitz Litigation”). The outcome of the Donovitz Litigation, regardless of the merits, is inherently uncertain. At this point in time, the Company cannot predict the length of the Donovitz Litigation or the ultimate liability, if any, which may arise therefrom. In addition, litigation and related matters are costly and may divert the attention of the Company’s management and other resources that would otherwise be engaged in other activities. However, the Donovitz Litigation is not expected to have a material adverse effect on the consolidated results of operations or financial position of the Company. 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. Donovitz alleges that the defendants made a variety of false promises regarding Donovitz’s future role in the Company, the protection of Donovitz’s interests, and the continuance of Donovitz’s seminars and training programs subsequent to the completion of the Business Combination. Otherwise, Donovitz claims he would not have agreed to the arrangements that led to the completion of the Business Combination and related transactions. Donovitz generally alleges fraud, negligent misrepresentation, a breach of the covenant of good faith and fair dealing, and breaches of fiduciary duties against the defendants (the “Donovitz Claims”). Donovitz seeks monetary relief exceeding $1.0 million, including, but not limited to, actual damages, damages to be determined at trial, punitive damages, attorneys’ fees, and equitable relief such as profit disgorgement, fee forfeiture, recession, and constructive trust. While not a direct party to the lawsuit, the Company believes that the allegations contained in the complaint are without merit and intends to participate in the defense of the litigation. 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 over the Donovitz Claims in Texas. 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 that lawsuit in Texas. 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 non-disparagement 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. 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. 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. | 12. 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. |
Subsequent Events
Subsequent Events | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Subsequent Event [Line Items] | ||
Subsequent Events | 20. SUBSEQUENT EVENTS The Company evaluated subsequent events from September 30, 2022, the date of these consolidated financial statements, through November 14, 2022, which represents the date the consolidated financial statements were issued, for events requiring adjustment to or disclosure in these consolidated financial statements. There are no material events that require adjustment to or disclosure in these consolidated financial statements. | 14. SUBSEQUENT EVENTS The Company evaluated subsequent events from December 31, 2021, the date of these consolidated financial statements, through April 7, 2022, which represents the date the consolidated financial statements were issued, for events requiring adjustment to or disclosure in these consolidated financial statements. There are no material events that require adjustment to or disclosure in these consolidated financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Use of Estimates | Use of Estimates— In the opinion of the Company, the accompanying 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 results of operations for the nine months ended September 30, 2022 are not necessarily indicative of the results that may be expected for the entire year. | Use of Estimates |
Segment Information | Segment Information | Segment Information one |
Cash/Cash and Cash Equivalents | Cash | |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts a doubtful accounts. | Accounts Receivable and Allowance for Doubtful Accounts Bad debt expense is classified in selling, general, and administrative expense within the consolidated statements of income and comprehensive income. The Company generally does not require any security or collateral to support its receivables. A rollforward of the allowance for doubtful accounts is as follows (in thousands): As of December 31, 2018 $ — Provisions charged to operating results (293 ) Account write-off (163 ) As of December 31, 2019 $ (456 ) Provisions charged to operating results (776 ) Account write-off and recoveries 75 As of December 31, 2020 $ (1,157 ) Provisions charged to operating results (240 ) Account write-off and recoveries (9 ) As of December 31, 2021 $ (1,406 ) |
Inventory | Inventory first-in, first-out e es | Inventory first-in, first-out |
Other Current Assets | Other Current Assets September 30, December 31, Prepaid e $ 3,267 $ 847 Advances 2,267 685 Capitalized t c — 3,941 Total other current assets $ 5,534 $ 5,473 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. The capitalized transaction costs as of December 31, 2021 relate to costs incurred that were directly related to the Business Combination as described in Note 1. | Other Current Assets — 2021 2020 Prepaid expenses $ 847 $ 1,570 Advances 685 — Capitalized transaction costs 3,941 — Total other current assets $ 5,473 $ 1,570 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. The capitalized transaction costs relate to costs incurred that are directly related to the planned future issue of equity securities upon completion of the business combination agreement as described in note 1. |
Property and Equipment, Net | Property and Equipment, Net Estimated useful life (in years) Trocars 5 Leasehold improvements Shorter of lease term or useful Office equipment 5 Computer software (purchased) 3- 5 Furniture and fixtures 5 - Computer equipment 3 - 5 See Note 5 | |
Capitalized Software, Net | Capitalized Software, Net three | |
Debt Issuance Costs | Debt Issuance Costs | |
Cost of Revenue | Cost of Revenue co-packers, | |
Revenue Recognition | Revenue Recognition No. 2014-09, Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, that are collected by the Company from a customer, are excluded from revenue. Shipping and handling costs associated with outbound freight after control of a product has transferred to a customer are accounted for as fulfillment costs and are included in cost of products in the statements of income and comprehensive income. Shipping and handling costs billed to customers are considered part of the transaction price and are recognized as revenue with the underlying product sales for dietary supplements and trocars. The following is a description of the principal contract activities, disaggregated by the contract type, from which the Company generates its revenue. The Biote Method The Company generates revenues through standard service agreements with customers who participate in the Biote Method. The Biote Method is a bioidentical hormone replacement therapy which has been developed as a treatment designed to alleviate hormone imbalances. Under this agreement, the Company provides a bundle of goods and services to customers, including initial training to medical practitioners, bioidentical hormone pellets and software tools used for inventory management and dosing, and ongoing practice development and marketing support services, which includes a license to use the Company’s trademarks and trade names in the customer’s marketing materials. The initial contract term is three years, and customers have the option to renew for additional one-year periods. For the bundled goods and services, the Company accounts for individual products and services separately if they are distinct, i.e., if a product or service is separately identifiable from other items in the bundled package and if a customer can benefit from it on its own or with other resources that are readily available to the customer. The Company has identified three distinct obligations in its standard service agreement: initial training, pellet procedures (including sales of bioidentical hormone pellets, use of inventory management software to monitor pellet inventory, and use of the Company’s blood dosing website to determine the appropriate pellets to use in each procedure), contract-term services (including ongoing practice development and marketing support, options to receive reusable trocars, and the right to use the reusable trocars through the term of the contract, if the option is exercised). The third obligation includes a combined lease/nonlease component for which the Company has adopted the practical expedient within ASC 842 which allows lessors to combine lease and non-lease The consideration in the contract is allocated between separate products and services in the bundle based on the stand-alone selling prices of each good and service. The stand-alone selling prices are determined based on the prices at which the Company separately sells the initial training and the pellet procedures. Judgment is required to determine the standalone selling price for each distinct performance obligation. For items that are not sold separately and for which the Company has not established a standalone selling price, the Company allocates consideration based on the residual approach. The Company recognizes revenue for initial training over time as the customer completes the training. Training sessions generally occur over the course of 2-3 The Company recognizes revenue for pellet procedures at the point in time the procedures are performed by the practitioner, which is when control of the pellets transfers to the customer. Consideration for these services is in the form of a management fee assessed for each procedure performed, which includes a volume-based tiered pricing schedule. The standalone selling price for these services requires judgment and is estimated based on the Company’s historical experience with prices offered to similar customers throughout the initial term of the contract. Billings in excess of the standalone selling price constitute a premium charged to customers early in a relationship and are deferred and recognized when or as the remaining goods and services are transferred to the customer. Fees are billed and paid on a semimonthly basis. The Company recognizes revenue for contract-term services on a straight-line basis over the initial term of the contract, which aligns with the Company’s satisfaction of the performance obligation. The Company allocates the residual consideration to this performance obligation, which is consistent with the allocation objective. Dietary Supplements Dietary supplements are supplements that customer practitioners resell to patients that aid the patients with maintaining hormone balances. The Company recognizes revenue for these, net of any discounts given, when control transfers to the customer, which is generally the point of shipment from the Company’s distributor. Products are billed at standalone selling price for the dietary supplements and invoiced at shipment. Disposable Trocars Disposable Trocars are manual surgical instruments intended for use by Biote-certified practitioners. These tools are used to implant the bioidentical hormone pellets into the customers’ patients. The Company recognizes revenue at the time control transfers, which is generally the point of shipment from the distributor. Products are billed at the standalone selling price for the trocars and invoiced at shipment. Revenue disaggregated by the nature of the product or service and by geography is included within Note 3: Revenue Recognition. As of the years ended December 31, 2021, 2020, and 2019 the Company had allocated $67, $57, and $50 respectively, of consideration to the unsatisfied initial training obligations, and $1,393, $1,413, and $1,669 respectively, of consideration to the unsatisfied contract-term service obligations provided to the Biote Method customers. Consideration allocated to initial training due to deposits paid upfront is presented within deferred revenue on the consolidated balance sheets and is expected to be recognized as revenue within one year, as the training is complete. 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. The amount of consideration allocated to contract-term services presented within deferred revenue was $849, $862, and $932 as of December 31, 2021, 2020, and 2019 respectively, and the amount presented within deferred revenue, long-term was $544, $551, and $737 as of December 31, 2021, 2020, and 2019 respectively. The 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. The amount of these premiums within deferred revenue was $789, $1,125, and $1,601 as of December 31, 2021, 2020, and 2019 respectively, and the amount within deferred revenue, long-term was $258, $285, and $436 as of December 31, 2021, 2020, and 2019 respectively. The Company has also elected the practical expedient in ASC 606 to not disclose consideration allocated to contracts with an original term of one year or less, which includes contracts for point-in-time Contract Assets and Liabilities Customer receivables are made up of consideration to which the Company has an unconditional right to payment, regardless of whether the Company has satisfied the performance obligations in the contract. All customer receivables are presented within accounts receivable, net of allowance for doubtful accounts in the consolidated balance sheets. Contract assets are the Company’s right to consideration for goods or services that the entity has transferred to the customer when that right is conditioned on something other than the passage of time. The Company does not have any contract assets for the years ended December 31, 2021 or 2020. Contract liabilities are the Company’s obligation to transfer goods or services to a customer for which the Company has received consideration or has an unconditional right to receive consideration. The Company’s contract liabilities include deposits for initial training and contract-term services paid in advance which have not been recognized as revenue during the period. Contract liabilities are presented within deferred revenue and deferred revenue, long-term in the consolidated balance sheets. Contract liabilities are classified as current liabilities for the amount of revenue that the Company expects to recognize within one year of the reporting date. Changes in contract liabilities between each period are attributable to fees paid by new customers, revenue recognized for completed trainings, and revenue recognized for the Company’s over-time satisfaction of contract-term services. 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. Expected returns and refunds are recorded as a reduction of revenue and are $0 and $0 for the years ended December 31, 2021 and 2020, respectively. A reconciliation of the beginning and ending contract liabilities is included within Note 3: Revenue Recognition. | |
Marketing | Marketing | |
Selling, General, and Administrative | Selling, General, and Administrative professional | |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets al . impairment charges have been recorded during the three and nine months ended September 30, 2022 and 2021. | Impairment of Long-Lived Assets |
Commissions | Commissions Commissions paid to clinics under the Company’s mentorship program represent amounts paid to existing clinics which provide services to help new customers complete onboarding and other startup activities and are only incurred after contract initiation. These costs are expensed as incurred, consistent with other contract fulfillment costs. Commissions paid under this program were $1,738, $1,457, and $2,382 in 2021, 2020, and 2019 respectively. | |
Leases | Leases 2016-02, Leases right-of-use non-current Lease liabilities and their corresponding ROU assets are initially recorded based on the present value of lease payments over the expected remaining lease term. Certain adjustments to the ROU asset may be required for items such as incentives, prepaid lease payments, or initial direct costs. When an option to extend the lease exists, a determination is made whether that option is reasonably certain of exercise based on economic factors present at the measurement date and as circumstances may change. Lease cost for operating leases is recognized on a straight-line basis over the lease term as an operating expense. Variable lease costs are expensed as incurred as an operating expense. As the rates implicit in the Company’s leases have not historically been readily determinable, the Company utilizes the appropriate incremental borrowing rate, which is the rate the Company would incur to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment over the lease term. To estimate our incremental borrowing rate, a credit rating applicable to the Company is estimated using a synthetic credit rating analysis since the Company does not currently have a rating agency-based credit rating. In accordance with ASC 842, contracts containing a lease should be split into three categories: lease components, non-lease (“non-components”). The fixed and in-substance non-components) non-lease Entities may elect not to separate lease and non-lease non-lease non-lease | Leases 2016-02, one right-of-use non-current Lease liabilities and their corresponding ROU assets are initially recorded based on the present value of lease payments over the expected remaining lease term. Certain adjustments to the ROU asset may be required for items such as incentives, prepaid lease payments, or initial direct costs. When an option to extend the lease exists, a determination is made whether that option is reasonably certain of exercise based on economic factors present at the measurement date and as circumstances may change. Lease cost for operating leases is recognized on a straight-line basis over the lease term as an operating expense. Variable lease costs are expensed as incurred as an operating expense. As the rates implicit in the Company’s leases have not historically been readily determinable, the Company utilizes the appropriate incremental borrowing rate, which is the rate the Company would incur to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment over the lease term. To estimate our incremental borrowing rate, a credit rating applicable to the Company is estimated using a synthetic credit rating analysis, since the Company does not currently have a rating agency-based credit rating. In accordance with ASC 842, contracts containing a lease should be split into three categories: lease components, non-lease (“non-components”). in-substance non-components) non-lease Entities may elect not to separate lease and non-lease non-lease non-lease See Note 10 for further details. |
Warrant Liabilities | Warrant Liabilities Distinguishing Liabilities from Equity Derivatives and Hedging For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in non-cash | |
Earnout Liability | Earnout Liability e | |
Noncontrolling Interest | Noncontrolling Interest organized “Up-C” | |
Fair Value Measurements | Fair Value Measurements Fair Value Measurements and Disclosures Level 1 Level 2 Level 3 See Note 12 for further detail. | Fair Value Measurements non-financial Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The authoritative guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows: Level 1 Level 2 inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities. Level 3 The level in the fair value hierarchy within which a fair value measurement in its entirety falls is based on the lowest-level input that is significant to the fair value measurement in its entirety. The Company’s financial instruments consist of accounts receivable, accounts payable, accrued expenses, and short-and |
Stockholders' Equity (Deficit) | Stockholders’ Equity (Deficit) non-voting non-voting d Pursuant to the Business Combination Agreement and immediately prior to the Business Combination’s consummation, the Company effectuated a recapitalization whereby all Class A, Class AA, Class AAA and Class AAAA units held by Holdings’ Members were converted (whether by direct exchange, merger or otherwise) into Class A Common Units. As of December 31, 2021, the following members’ equity units were issued and outstanding: December 31, 2021 Members’ Equity Issued Outstanding Class A (Voting) 16,721 16,721 Class AA (Non- v 903,079 903,079 Class AAA (Non- v 60,000 60,000 Class AAAA (Non- v i u 33,397 3,000 Total 1,013,197 982,800 As of September 30, 2022, the following shares of common stock were issued and outstanding: September 30, 2022 Stockholders’ Equity Issued Outstanding Class A common stock 9,926,658 8,339,158 Class B common stock — — Class V voting stock 58,565,824 48,565,824 Total 68,492,482 56,904,982 The Company made operating distributions to Members of Holdings and taxing authorities on the Members’ behalf totaling $10,610 and $11,403 during the nine months ended September 30, 2022 and 2021, respectively. | Members’ Equity (Deficit) non-voting non-voting classes As of December 31, 2021, 2020, and 2019 the following members’ equity units were issued and outstanding: December 31, 2021 2020 2019 Units Issued Outstanding Issued Outstanding Issued Outstanding Class A (Voting) 16,721 16,721 16,721 16,721 16,721 16,721 Class AA (Non-Voting) 903,079 903,079 903,079 903,079 903,079 903,079 Class AAA (Non-Voting) 60,000 60,000 60,000 60,000 60,000 60,000 Class AAAA (Non-Voting 33,397 3,000 33,396 3,000 33,396 3,000 Total 1,013,197 982,800 1,013,196 982,800 1,013,196 982,800 In the case of any voluntary or involuntary liquidation, dissolution, or winding up of the Company, the Class AAAA members will not be entitled to any distributions. The Company shall distribute any residual net assets to the members as follows: (i) First, to the Class A and Class AA members pro rata in accordance with their relative Sharing Percentages until the aggregate amount distributed is equal to $3,000; (ii) Next, to the Class A, Class AA, and Class AAA members pro rata in accordance with their relative Sharing Percentages until the aggregate amount distributed is equal to $125,000; (iii) Next, to the Class AA and Class AAA members, an amount equal to the product of (A) the total amount of net assets remaining to be distributed, multiplied by (B) such member’s Sharing Percentage; and (iv) The balance, if any, to the Class A members. In the case of any operating distributions, the amounts distributed to members will be allocated as follows: (i) First, to the Class AA and Class AAA members, an amount equal to the product of (A) the total amount to be distributed (less amounts agreed to be paid to the Class AAAA members in accordance with (ii) below), multiplied by (B) such member’s Sharing Percentage; (ii) Second to each Class AAAA member, in accordance with the terms of such member’s Grant Agreement; and (iii) The balance, if any, to the Class A members. The Company made operating distributions to unit holders and taxing authorities on the unit holders’ behalf totaling $11,402, $13,319, and $56,634 for the years ended December 31, 2021, 2020, and 2019 respectively. Unit-Based Compensation Compensation Stock Compensation. |
Standby Equity Purchase Agreement | Standby Equity Purchase Agreement On July 27, 2022, the Company entered into a Standby Equity Purchase Agreement (the “SEPA”) with YA II PN, Ltd. (“Yorkville”). Yorkville is a fund managed by Yorkville Advisors Global, LP, headquartered in Mountainside, New Jersey. The Company has the right, but not the obligation, from time to time at the Company’s discretion until the first day of the month following the 36-month 97.0 % of the lowest daily VWAP of the Class A common stock during the three While there is no mandatory minimum amount for any individual Advance, it may not exceed the greater of (i) an amount equal to thirty percent (30%) of the daily volume traded on the trading day immediately preceding an Advance Notice, or (ii) 1,000,000 shares of Class A common stock. No more than 5,000,000 shares of Class A common stock, including the Commitment Shares (as defined below) may be sold pursuant to the SEPA. Yorkville’s obligation to continue to purchase shares of Class A common stock pursuant to the SEPA is subject to a number of conditions. As consideration for Yorkville’s commitment to purchase Class A common stock at the Company’s direction upon the terms and subject to the conditions set forth in the SEPA, upon execution of the SEPA, the Company issued 25,000 shares of Class A common stock to Yorkville (the “Commitment Shares”). During the three and nine months ended September 30, 2022, the Company sold 40,000 shares to Yorkville under the SEPA for cash proceeds of $156. | |
Share-Based Compensation | Share-Based Compensation a Compensation – Stock Compensation | |
Income Taxes | Income Taxes The Company accounts for uncertainty in income taxes recognized in the consolidated financial statements by applying a two-step | Income Taxes accompanying consolidated financial statements. In certain instances, the Company is subject to state taxes on income arising in or derived from the state tax jurisdictions in which it operates. In 2021, 2020, and 2019 the Company’s income tax expense primarily relates to Texas state franchise tax, which is calculated based on the gross receipts of the Company. State income tax positions are evaluated in a two-step more-likely-than-not The Company did not incur any penalties or interest related to its state tax returns during the years ended December 31, 2021, 2020, and 2019. Under the centralized partnership audit rules effective for tax years beginning after 2017, the Internal Revenue Service (“IRS”) assesses and collects underpayments of tax from the Company instead of from each member. The Company may be able to pass the adjustments through to its members by making a push-out The collection of tax from the Company is only an administrative convenience for the IRS to collect any underpayment of income taxes including interest and penalties. Income taxes on Company income, regardless of who pays the tax or when the tax is paid, is attributed to the members. Any payment made by the Company as a result of an IRS examination will be treated as a distribution from the Company t o the m |
Earnings Per Common Unit | Earnings Per Common Unit | |
Concentrations | Concentrations balances exceed those that are federally insured. To date, the Company has not recognized any losses caused by uninsured balances. As of September 30, 2022 and December 31, 2021 , 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 line of credit. Inventory purchases from three vendors totaled approximately 87% and 90 % for the three months ended September 30, 2022 and 2021, respectively, and 87% and 89% for the nine months ended September 30, 2022 and 2021, 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 not have any customers that accounted for 10 % or more of total revenues for the three and nine months ended September 30, 2022 and 2021. The Company did not have any customers that accounted for more than 10 % of the outstanding gross accounts receivable as of September 30, 2022 or December 31, 2021. | Concentrations As of December 31, 2021, 100% of the Company’s outstanding debt and available line of credit was from one provider. A failure of the counterparty to perform could result in the loss of access to the available borrowing capacity under the line of credit. Inventory purchases from three vendors totaled approximately 94%, 93%, and 95% for the years ended December 31, 2021, 2020, and 2019 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. As of and for the years ended December 31, 2021, 2020, and 2019 the Company did not have any customers that accounted for 10% or more of total revenue or outstanding gross accounts receivable. |
Employee Retirement Plans | Employee Retirement Plans— Defined Contribution Retirement Plans 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 % of each participant’s eligible employee compensation. Safe harbor contributions vest immediately for each participant. During the three and nine months ended September 30, 2022 the Company made $434 | |
Recent Accounting Pronouncements Not Yet Adopted | Recently Adopted Accounting Pronouncements 2019-12, Income Taxes (Topic 740)—Simplifying the Accounting for Income Taxes Income Taxes 2019-12 | Recent Accounting Pronouncements Not Yet Adopted 2016-13, Measurement of Credit Losses on Financial Instruments 2016-13”). and other receivables, held to maturity debt securities, and other instruments, companies will be required to use a new forward-looking “expected losses” model that generally will result in the recognition of allowances for losses earlier than under current accounting guidance. Further, the FASB issued ASU 2019-04, 2019-05 2019-11 2016-13 2016-13 In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): 2020-06”). 2020-06 2020-06 In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740)—Simplifying the Accounting for Income Taxes Income Taxes 2019-12 |
Recently Adopted and Recent Accounting Pronouncements Not Yet Adopted | Recent Accounting Pronouncements Not Yet Adopted 2016-13, Measurement 2016-13”). 2019-04, 2019-05 2019-11 the modified retrospective approach. ASU 2016-13 2016-13 In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) 815-40): 2020-06”). 2020-06 2020-06 | Recently Adopted Accounting Pronouncements No. 2014-09, Revenue from Contracts with Customers (Topic 606) 2014-09”). 2014-09 2014-09 The primary impact of adopting this new standard relates to services provided to c performed, which will vary over the term of the contract. Under the previous accounting standard, the Company recognized the fixed fee at or near contract inception and additional fees as they became due (as procedures were performed by our customers). Under ASC , the Company allocates the consideration in each contract to the performance obligations based on their stand-alone selling prices, which may differ from the allocation stated in the contract. This change resulted in some consideration being re-allocated and deferred over the term of the customer contract. The effect of this change was an increase to accumulated deficit of $ which was recorded as of January , . In August 2018, the FASB issued ASU No. 2018-13, Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement 2018-13”), Fair Value Measurement 2018-13, In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) 2016-02”). 2016-02, right-of-use 2020-05, Revenue from Contracts with Customers (Topic 606) Leases (Topic 842)—Effective Dates for Certain Entities (“ASU 2020-05”), 2016-02 Balance at Change due to Adjusted Balance at Assets Operating lease right-of-use $ — $ 1,009 $ 1,009 Total increase to assets $ 1,009 Liabilities and Members’ Deficit Accrued expenses $ 1,323 $ (57 ) $ 1,266 Operating lease liabilities, current — 222 222 Operating lease liabilities, long-term — 844 844 Total increase to liabilities and members’ deficit $ 1,009 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Summary of Rollforward of the Allowance for Doubtful Accounts | A rollforward of the allowance for doubtful accounts is as follows (in thousands): As of December 31, 2018 $ — Provisions charged to operating results (293 ) Account write-off (163 ) As of December 31, 2019 $ (456 ) Provisions charged to operating results (776 ) Account write-off and recoveries 75 As of December 31, 2020 $ (1,157 ) Provisions charged to operating results (240 ) Account write-off and recoveries (9 ) As of December 31, 2021 $ (1,406 ) | |
Summary of Total Other Current Assets | As of September 30, 2022 and December 31, 2021, the Company’s total other current assets consist of the following: September 30, December 31, Prepaid e $ 3,267 $ 847 Advances 2,267 685 Capitalized t c — 3,941 Total other current assets $ 5,534 $ 5,473 | As of December 31, 2021 and 2020, the Company’s total other current assets consist of the 2021 2020 Prepaid expenses $ 847 $ 1,570 Advances 685 — Capitalized transaction costs 3,941 — Total other current assets $ 5,473 $ 1,570 |
Summary of Estimated Useful Lives of Property and Equipment | The estimated useful lives of property and equipment are as follows: Estimated useful life (in years) Trocars 5 Leasehold improvements Shorter of lease term or useful Office equipment 5 Computer software (purchased) 3- 5 Furniture and fixtures 5 - Computer equipment 3 - 5 | |
Summary of Members' Equity Units Issued and Outstanding | As of December 31, 2021, the following members’ equity units were issued and outstanding: December 31, 2021 Members’ Equity Issued Outstanding Class A (Voting) 16,721 16,721 Class AA (Non- v 903,079 903,079 Class AAA (Non- v 60,000 60,000 Class AAAA (Non- v i u 33,397 3,000 Total 1,013,197 982,800 | As of December 31, 2021, 2020, and 2019 the following members’ equity units were issued and outstanding: December 31, 2021 2020 2019 Units Issued Outstanding Issued Outstanding Issued Outstanding Class A (Voting) 16,721 16,721 16,721 16,721 16,721 16,721 Class AA (Non-Voting) 903,079 903,079 903,079 903,079 903,079 903,079 Class AAA (Non-Voting) 60,000 60,000 60,000 60,000 60,000 60,000 Class AAAA (Non-Voting 33,397 3,000 33,396 3,000 33,396 3,000 Total 1,013,197 982,800 1,013,196 982,800 1,013,196 982,800 |
Summary of Company's Consolidated Balance Sheet as of January 1, 2019 as a Result of the Adoption of the New Standard | The effects of the changes, including those discussed above, made to the Company’s consolidated balance sheet as of January 1, 2019 as a result of the adoption of the new standard were as follows (in thousands): Balance at Change due to Adjusted Balance at Assets Operating lease right-of-use $ — $ 1,009 $ 1,009 Total increase to assets $ 1,009 Liabilities and Members’ Deficit Accrued expenses $ 1,323 $ (57 ) $ 1,266 Operating lease liabilities, current — 222 222 Operating lease liabilities, long-term — 844 844 Total increase to liabilities and members’ deficit $ 1,009 | |
Summary of Common Stock Issued and Outstanding | As of September 30, 2022, the following shares of common stock were issued and outstanding: September 30, 2022 Stockholders’ Equity Issued Outstanding Class A common stock 9,926,658 8,339,158 Class B common stock — — Class V voting stock 58,565,824 48,565,824 Total 68,492,482 56,904,982 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | ||
Schedule of Revenues Recognized | Revenue recognized for each revenue stream is as follows: Financial Statement Caption Revenue Stream Three Months Ended Nine Months Ended Product revenue: 2022 2021 2022 2021 Pellet p $ 32,981 $ 28,090 $ 96,247 $ 80,941 Dietary supplements 8,066 6,803 21,719 19,023 Disposable trocars 509 220 1,110 633 Shipping fees 18 6 45 22 Total product revenue 41,574 35,119 119,121 100,619 Service revenue: Trainin 186 212 707 528 Contract-term services 210 236 644 713 Total service revenue 396 448 1,351 1,241 Total revenue $ 41,970 $ 35,567 $ 120,472 $ 101,860 Revenue recognized by geographic region is as follows: Financial Statement Caption Country For the Three Months For the Nine Months Product revenue: 2022 2021 2022 2021 United States $ 41,469 $ 35,054 $ 118,845 $ 100,435 All o 105 65 276 184 Total product revenue 41,574 35,119 119,121 100,619 Service revenue: United States 385 448 1,332 1,241 All o 11 — 19 — Total service revenue 396 448 1,351 1,241 Total revenue $ 41,970 $ 35,567 $ 120,472 $ 101,860 | Revenues recognized for each revenue stream are as follows (in thousands): Financial Statement Caption Revenue Stream For the year ended December 31, Product revenue: 2021 2020 2019 Pellet procedures $ 109,465 $ 92,773 $ 90,132 Dietary supplements 27,241 20,887 17,562 Disposable trocars 860 921 573 Shipping fees 32 59 48 Total product revenue 137,598 114,640 108,315 Service revenue: Training $ 859 $ 949 $ 705 Contract-term services 939 979 956 Total service revenue 1,798 1,928 1,661 Total revenue $ 139,396 $ 116,568 $ 109,976 Revenues recognized by geographic region are as follows (in thousands): Financial Statement Caption Country For the year ended December 31, Product revenue: 2021 2020 2019 United States 137,349 114,557 108,176 All other 249 83 139 Total product revenue 137,598 114,640 108,315 Service revenue: United States 1,798 1,928 1,661 All other — — — Total service revenue 1,798 1,928 1,661 Total revenue 139,396 116,568 109,976 |
Summary of Significant Changes in Contract Liability Balances | Significant changes in contract liability balances are as follows: Nine Months Ended September 30, 2022 2021 Description of change Deferred Deferred Deferred Deferred Revenue recognized that was included in the contract liability balance at the beginning of the period $ (1,445 ) $ — $ (1,729 ) $ — Increases due to cash received, excluding amounts recognized as revenue during the period 1,207 591 913 617 Transfers between current and non-current 412 (412 ) 586 (586 ) Total increase (decrease) in contract liabilities $ 174 $ 179 $ (230 ) $ 31 | Significant changes in contract liability balances are as follows (in thousands): For the year ended December 31, 2021 2020 2019 Description of change Deferred Deferred Revenue, Deferred Deferred Revenue, Deferred Deferred Revenue, Revenue recognized that was included in the contract liability balance at the beginning of the period (2,048 ) — (2,584 ) — (2,381 ) — Increases due to cash received, excluding amounts recognized as revenue during the period: 1,022 652 1,100 605 1,622 934 Transfers between current and non-current 697 (697 ) 944 (944 ) 961 (961 ) Other changes to the balance: — — — — — — Total increase(decrease) in contract liabilities: $ (329 ) $ (45 ) $ (540 ) $ (339 ) $ 202 $ (27 ) |
Summary of Consideration Allocated to Performance Obligations | Consideration allocated to performance obligations are as follows: September 30, December 31, Unsatisfied training obligations - Current $ 156 $ 67 Unsatisfied contract-term services - Current 1,015 849 Unsatisfied contract-term services - Long-term 569 544 Total allocated to unsatisfied contract-term services 1,584 1,393 Unsatisfied pellet procedures - Current 818 789 Unsatisfied pellet procedures - Long-term 293 258 Total allocated to unsatisfied pellet procedures 1,111 1,047 Total deferred revenue - Current $ 1,989 $ 1,705 Total deferred revenue - Long-term $ 862 $ 802 | For the year ended December 31, 2021 2020 2019 Unsatisfied training obligations - Current $ 67 $ 57 $ 50 Unsatisfied contract-term services - Current 849 862 932 Unsatisfied contract-term services - Long-term 544 551 737 Total allocated to unsatisfied contract-term services 1,393 1,413 1,669 Unsatisfied pellet procedures - Current 789 1,125 1,601 Unsatisfied pellet procedures - Long-term 258 284 436 Total allocated to unsatisfied pellet procedures 1,047 1,409 2,038 Total Deferred Revenue - Current $ 1,705 $ 2,044 $ 2,584 Total Deferred Revenue - Long-term $ 802 $ 836 $ 1,173 |
Inventory, Net (Tables)
Inventory, Net (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | ||
Schedule of Inventory, Current | Inventory, net consists of the following: September 30, December 31, Product i $ 6,230 $ 6,318 Less: O (1,129 ) (1,356 ) Pellet inventory, net 5,101 4,962 Product i Dietary supplements 5,276 4,849 Less: O xpired dietary supplement allowance (196 ) (196 ) Dietary supplement inventory, net 5,080 4,653 Inventory , net $ 10,181 $ 9,615 | Inventory, net consists of the following (in thousands): 2021 2020 Product Inventory - Pellets $ 6,318 $ 5,404 Less: obsolete and expired pellet allowance (1,356 ) (1,080 ) 4,962 4,324 Product Inventory - Dietary supplements 4,849 — Less: obsolete and expired dietary supplement allowance (196 ) — 4,653 — Net Inventory $ 9,615 $ 4,324 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Schedule Of Property Plant And Equipment | Property and equipment, net consists of the following: September 30, December 31, Trocars $ 4,645 $ 4,448 Leasehold improvements 1,028 254 Office equipment 238 223 Computer software 140 135 Furniture and fixtures 161 119 Computer equipment 97 97 Construction in process — 705 Property and equipment 6,309 5,981 Less: Accumulated depreciation (4,533 ) (3,646 ) Property and equipment, net $ 1,776 $ 2,335 | Property and equipment, net consists of the following (in thousands): 2021 2020 Trocars $ 4,448 $ 3,754 Leasehold improvements 254 254 Office equipment 223 204 Computer software 135 135 Furniture and fixtures 119 72 Computer equipment 97 97 Construction in process 705 — 5,981 4,516 Less: accumulated depreciation (3,646 ) (2,933 ) $ 2,335 $ 1,583 |
Capitalized Software, Net (Tabl
Capitalized Software, Net (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Research and Development [Abstract] | ||
Summary of Capitalized Software, Net | Capitalized software, net consists of the following: September 30, December 31, Website costs $ 4,120 $ 3,571 Development in process 3,066 2,294 Less: Accumulated amortization (2,068 ) (1,311 ) Capitalized software, net $ 5,118 $ 4,554 | Capitalized software, net consist of the following (in thousands): 2021 2020 Website costs $ 3,571 $ 2,522 Development in process 2,294 703 Less: accumulated amortization (1,311 ) (625 ) $ 4,554 $ 2,600 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Payables and Accruals [Abstract] | ||
Schedule of Accrued Expenses | Accrued expenses consist of the following: September 30, December 31, Accrued professional fees $ 542 $ 1,192 Accrued employee-related costs 4,018 2,213 Accrued merchant fees — 184 Accrued interest — 27 Legal accrual — 1,302 Other 1,159 1,093 Accrued expenses $ 5,719 $ 6,011 | Accrued liabilities consist of the following (in thousands): 2021 2020 Accrued professional fees $ 1,192 $ 50 Accrued employee related costs 2,213 1,359 Accrued merchant fees 184 137 Accrued interest 27 38 Legal accrual 1,302 — Other 1,093 398 $ 6,011 $ 1,982 |
Leases (Tables)
Leases (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
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 for the three and nine months ended September 30, 2022 and 2021: Three Months Ended Nine Months Ended 2022 2021 2022 2021 Fixed lease expense $ 61 $ 61 $ 183 $ 183 Total lease cost $ 61 $ 61 $ 183 $ 183 Other information: Cash paid for amounts included in the measurement of lease liabilities $ 64 $ 64 $ 193 $ 193 | The following table contains a summary of the lease costs recognized under ASC 842 and supplemental cash flow information for leases for the years ended December 31, 2021, 2020, and 2019 (in thousands): Operating Leases The year ended December 31, 2021 2020 2019 Fixed lease expense $ 244 $ 244 244 Total lease cost 244 244 $ 244 Other information: Cash paid for amounts included in the measurement of lease liabilities $ 257 $ 257 $ 257 |
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: September 30, December 31, Lease assets Operating lease right-of-use $ 181 $ 356 Total lease assets $ 181 $ 356 Lease liabilities Current: Operating lease liabilities $ 190 $ 248 Non-current: Operating lease liabilities — 127 Total lease liabilities $ 190 $ 375 Weighted-average remaining lease term — operating 0.75 1.50 Weighted-average discount rate — operating leases 3.75 % 3.75 % | The following table summarizes the balance sheet classification of the Company’s operating leases, amounts of right-of-use Leases December 31 2021 2020 Assets Operating lease right-of-use $ 356 $ 582 Total lease assets $ 356 $ 582 Liabilities Current Operating lease liabilities $ 248 $ 239 Noncurrent Operating lease liabilities 127 375 Total lease liabilities $ 375 $ 614 Weighted-average remaining lease term—operating leases (years) 1.50 2.50 Weighted-average discount rate—operating leases 3.75 % 3.75 % |
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 our total lease obligation, as of September 30, 2022: 2022 (remaining three months) $ 64 2023 128 Total lease payments 192 Less: Interest (2 ) Present value of lease liabilities $ 190 | The following table summarizes the payments by date for the Company’s operating lease, which is then reconciled to our total lease obligation (in thousands): Maturity of Lease Liabilities The year ended December 31, 2021 Operating Leases 2022 $ 257 2023 128 2024 — 2025 — Thereafter — Total lease payments 385 Less: interest (10 ) Present value of lease liabilities $ 375 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Debt Disclosure [Abstract] | ||
Schedule of Outstanding Debt | The outstanding debt as of September 30, 2022 and December 31, 2022 is classified in the condensed consolidated balance sheets as follows: September 30, December 31, Term loan $ 123,438 $ 37,500 Less: Current portion (6,250 ) (5,000 ) $ 117,188 $ 32,500 Less: Unamortized debt issuance costs (3,737 ) (537 ) Term loan, net of current portion $ 113,451 $ 31,963 | |
Schedule of Future Maturities of Long-term Debt | Future maturities of long-term debt, excluding debt issuance costs, are as follows: 2022 (remaining three months) $ 1,563 2023 6,250 2024 6,250 2025 6,250 2026 6,250 2027 96,876 $ 123,438 | Future maturities of long-term debt, excluding debt issuance costs, are as follows: 2022 $ 5,000 2023 5,000 2024 27,500 $ 37,500 |
Fair value measurements (Tables
Fair value measurements (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Schedule of Fair Value Hierarchy for Financial Assets and Liabilities | The following table presents the Company’s fair value hierarchy for financial assets and liabilities: Fair Value Measurements as of Level 1 Level 2 Level 3 Total Liabilities: Public Warrants $ 2,698 $ — $ — $ 2,698 Private Placement Warrants — — 1,981 1,981 Earnout liability — — 78,080 78,080 Fair Value Measurements as of Level 1 Level 2 Level 3 Total Liabilities: Public Warrants $ 5,397 $ — $ — $ 5,397 Private Placement Warrants — — 3,834 3,834 Earnout liability — — 187,750 187,750 |
Summary of Significant Inputs to Monte Carlo Simulation for Fair Value of Private Placement Warrants and Earnout Liability | The following table provides the significant inputs to the Monte Carlo simulation for the fair value of the Private Placement Warrants as of September 30, 2022 and the Closing Date: As of September 30, May 26, 2022 Stock price $ 4.28 $ 9.02 Exercise price $ 11.50 $ 11.50 Risk-free rate 4.1 % 2.7 % Volatility 35.1 % 13.4 % Term (in years) 4.7 5.0 The following table provides the significant inputs to the Monte Carlo simulation for the fair value of the Earnout liability as of September 30, 2022 and the Closing Date, the date of initial measurement: As of September 30, May 26, Stock price $ 4.28 $ 9.02 Risk-free rate 4.1 % 2.7 % Volatility 70.0 % 60.0 % Term (in years) 4.7 5.0 |
Summary of changes in the fair value of warrant liabilities | The following table presents the changes in fair value of the Company’s Level 3 financial instruments that are measured at fair value as of September 30, 2022 and the Closing Date, the date of initial measurement: Private Earnout Total Fair value as of May 26, 2022 (initial measurement) $ 3,834 $ 187,750 $ 191,584 Gain from change in fair value (1,853 ) (109,670 ) (111,523 ) Fair value as of September 30, 2022 $ 1,981 $ 78,080 $ 80,061 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Restricted Stock Unit Activity | The following table summarizes RSU activity during the nine months ended September 30, 2022: Shares Weighted- Grant-Date RSUs outstanding at December 31, 2021 3,887,750 $ 8.85 Granted 85,040 $ 4.00 Forfeited (296,250 ) $ 8.71 Vested (771,525 ) $ 8.90 RSUs outstanding at September 30, 2022 2,905,015 $ 8.35 |
Summary of Stock Option Activity | The following table summarizes stock option activity during the nine months ended September 30, 2022: Shares Weighted- Weighted- Options outstanding at December 31, 2021 — $ — — Granted 4,299,373 $ 3.80 Forfeited (49,200 ) $ 3.53 Options outstanding at September 30, 2022 4,250,173 $ 3.81 9.5 Options exercisable at September 30, 2022 — $ — — |
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 nine months ended September 30, 2022 were as follows: Expected term (in years) 6.1 Volatility 63.8 % Risk-free rate 3.5 % Dividend yield 0.0 % |
Net Income Per Common Share (Ta
Net Income Per Common Share (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Earnings Per Share [Abstract] | ||
Schedule of Computation of Net Income Per Common Share | The following table sets forth the computation of net income per common share: Three Months Nine Months Net income (loss) per common share Numerator: Net income (loss) attributable to biote Corp. stockholders (basic) $ (13,236 ) $ 102,220 Plus: Net income (loss) attributable to noncontrolling interest — (58,875 ) Net income (loss) attributable to biote Corp. stockholders (diluted) $ (13,236 ) $ 43,345 Denominator: Weighted average shares outstanding (basic) 7,605,031 7,596,379 Effect of potentially dilutive securities RSUs — 1,745,056 Stock Options — 240,168 Class V Voting Stock — 48,565,824 Weighted average shares outstanding (diluted) 7,605,031 58,147,427 Net income (loss) per common share Basic $ (1.74 ) $ 13.46 Diluted $ (1.74 ) $ 0.75 | The following table sets forth the computation of net income (loss) per common unit: Year ended December 31, 2021 2020 2019 Net income (loss) per unit Numerator Net Income (loss) $ 32,619 $ 29,162 $ 21,287 Income allocated to participating securities — — — Numerator for basic net income (loss) per unit 32,619 29,162 21,287 Effect of dilutive securities on allocated net income to common units Class A, AA, and AAA — — — Numerator for diluted net income (loss) per unit 32,619 29,162 21,287 Denominator (Weighted average units outstanding) Class A, AA, and AAA 979,800 979,800 979,800 Effect of dilutive securities on weighted average units outstanding Class A, AA, and AAA — — — Denominator for diluted net income (loss) per weighted average common units 979,800 979,800 979,800 Net income (loss) per common unit Class A, Class AA, and Class AAA Basic and diluted $ 33.29 $ 29.76 $ 21.73 Basic and diluted weighted average common units outstanding 979,800 979,800 979,800 Percentage allocated to common members 100.0 % 100.0 % 100.0 % |
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 Nine Months Ended RSUs 2,905,015 134,000 Stock Options 4,250,173 78,800 Class V Voting Stock 48,565,824 — Public Warrants 7,937,466 7,937,466 Private Placement Warrants 5,566,666 5,566,666 Earnout Voting Shares 10,000,000 10,000,000 Sponsor Earnout Shares 1,587,500 1,587,500 80,812,644 25,304,432 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Jul. 27, 2022 USD ($) shares | Sep. 30, 2022 USD ($) Customer shares | Jun. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) Customer | Sep. 30, 2022 USD ($) Vendor Customer Segment shares | Sep. 30, 2021 USD ($) Customer | Dec. 31, 2021 USD ($) Segment Customer shares | Dec. 31, 2020 USD ($) shares | Dec. 31, 2019 USD ($) shares | |
Number of operating segments | Segment | 1 | 1 | |||||||
Number of reportable segments | Segment | 1 | 1 | |||||||
Impairment charge of long-lived assets | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | |||
Contract with customers liability current | 1,989,000 | 1,989,000 | 1,705,000 | 2,044,000 | $ 2,584,000 | ||||
Contract with customers liability non current | 862,000 | 862,000 | 802,000 | 836,000 | 1,173,000 | ||||
Expected returns and refunds to customers | 0 | 0 | |||||||
Sales commission | $ 209,000 | $ 566,000 | 788,000 | 1,607,000 | 2,056,000 | 2,432,000 | 3,592,000 | ||
Incremental costs to fulfill contract with customers | 1,738,000 | 1,457,000 | 2,382,000 | ||||||
Operating distribution to unit holders and tax authorities | $ 11,402,000 | $ 13,319,000 | $ 56,634,000 | ||||||
Maximum amount of tax expenses recognizable percentage | 50% | 50% | |||||||
Weighted average number of diluted securities outstanding adjustment | shares | 0 | 0 | 0 | ||||||
Operating distribution to members of holdings and taxing authorities | $ 10,610,000 | $ 11,403,000 | |||||||
Common stock, shares issued | shares | 68,492,482 | 68,492,482 | |||||||
Compensation expense | $ 746,000 | $ 79,270,000 | $ 0 | ||||||
Number of vendors | Vendor | 3 | ||||||||
Number of customers accounted for 10% of total revenue | Customer | 0 | 0 | 0 | 0 | |||||
Number of customers accounted for 10% of accounts receivable | Customer | 0 | 0 | 0 | ||||||
ASU 2019-12 | |||||||||
Change in Accounting Principle, Accounting Standards Update, Adopted [true false] | true | true | |||||||
Change in Accounting Principle, Accounting Standards Update, Adoption Date | Jan. 01, 2022 | Jan. 01, 2022 | |||||||
Change in Accounting Principle, Accounting Standards Update, Immaterial Effect [true false] | true | true | |||||||
401(k) Plan | |||||||||
Employer Safe Harbor contribution amount | $ 434,000 | $ 131,000 | $ 735,000 | $ 186,000 | |||||
Employer Safe Harbor non-elective contribution percentage | 3% | ||||||||
Standby Equity Purchase Agreement [Member] | |||||||||
Consecutive trading days | 3 days | ||||||||
Maximum value of daily volume traded threshold percentage | 30% | ||||||||
Termination period of purchase agreement | 36 months | ||||||||
Percentage of common stock purchase price | 97% | ||||||||
Mandatory minimum amount for individual advance | $ 0 | ||||||||
Shares sold | shares | 40,000 | ||||||||
Proceeds from settlement of SEPA | $ 156,000 | ||||||||
Standby Equity Purchase Agreement [Member] | Yorkville Advisors Global Lp [Member] | |||||||||
Common stock, shares issued | shares | 25,000 | ||||||||
Minimum [Member] | |||||||||
Capitalized software estimated useful lives | 3 years | ||||||||
Maximum [Member] | |||||||||
Capitalized software estimated useful lives | 8 years | ||||||||
Maximum [Member] | Standby Equity Purchase Agreement [Member] | |||||||||
Common stock, shares issued | shares | 5,000,000 | ||||||||
Debt [Member] | Lender Concentration Risk [Member] | One Lender [Member] | |||||||||
Concentration risk percentage | 100% | ||||||||
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Minimum [Member] | |||||||||
Concentration risk percentage | 10% | 10% | 10% | ||||||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | No Customer [Member] | |||||||||
Concentration risk percentage | 10% | 10% | 10% | ||||||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Minimum [Member] | |||||||||
Concentration risk percentage | 10% | 10% | 10% | ||||||
Purchases [Member] | Supplier Concentration Risk [Member] | Three Suppliers [Member] | |||||||||
Concentration risk percentage | 94% | 93% | 95% | ||||||
Liabilities, Total [Member] | Credit Availability Concentration Risk [Member] | |||||||||
Concentration risk percentage | 100% | 100% | |||||||
Assets, Total [Member] | Supplier Concentration Risk [Member] | Inventory [Member] | |||||||||
Concentration risk percentage | 90% | 87% | 87% | 89% | |||||
State and Local Jurisdiction [Member] | |||||||||
Income tax examination interest expenses | $ 0 | $ 0 | $ 0 | ||||||
Income tax examination penalty expenses | $ 0 | 0 | 0 | ||||||
Capital Unit, Class A [Member] | |||||||||
Percentage of voting rights | 100% | ||||||||
Capital Units Class A And Class AA [Member] | Rank One [Member] | |||||||||
Distributable amount payable to unit holders in the event of liquidation | $ 3,000,000 | ||||||||
Capital Units Class A Class AA And Class AAA [Member] | Rank Two [Member] | |||||||||
Distributable amount payable to unit holders in the event of liquidation | 125,000,000 | ||||||||
Class A Voting Units [Member] | |||||||||
Common units voting rights percentage | 100% | 100% | |||||||
Biote Method Customer [Member] | |||||||||
Sales commission | 317,000 | 976,000 | 1,209,000 | ||||||
Biote Method Customer [Member] | Service Revenue [Member] | Training [Member] | |||||||||
Revenue remaining performance obligation | 67,000 | 57,000 | 50,000 | ||||||
Biote Method Customer [Member] | Service Revenue [Member] | Contract Term Services [Member] | |||||||||
Revenue remaining performance obligation | 1,393,000 | 1,413,000 | 1,669,000 | ||||||
Contract with customers liability current | 849,000 | 862,000 | 932,000 | ||||||
Contract with customers liability non current | 544,000 | 551,000 | 737,000 | ||||||
Biote Method Customer [Member] | Product Revenue [Member] | Pallet Procedures [Member] | |||||||||
Contract with customers liability current | 789,000 | 1,125,000 | 1,601,000 | ||||||
Contract with customers liability non current | $ 258,000 | $ 285,000 | $ 436,000 | ||||||
Class A Common Stock [Member] | |||||||||
Common stock, shares issued | shares | 9,926,658 | 9,926,658 | 0 | ||||||
Class A Common Stock [Member] | Standby Equity Purchase Agreement [Member] | |||||||||
Common stock, shares issued | shares | 1,000,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Rollforward of the Allowance for Doubtful Accounts (Detail) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Accounting Policies [Abstract] | ||||||
Beginning balance | $ (1,406) | $ (1,157) | $ (456) | $ 0 | ||
Provisions charged to operating results | $ 210 | $ (165) | (240) | (776) | (293) | |
Account write-off and recoveries | $ (9) | $ 75 | $ (163) |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Summary of Total Other Current Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | |||
Prepaid expenses | $ 3,267 | $ 847 | $ 1,570 |
Advances | 2,267 | 685 | |
Capitalized transaction costs | 0 | 3,941 | |
Total other current assets | $ 5,534 | $ 5,473 | $ 1,570 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Summary of Estimated Useful Lives of Property and Equipment (Detail) | 12 Months Ended |
Dec. 31, 2021 | |
Trocars [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment | 5 years |
Leasehold improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment estimated useful lives | Shorter of lease term or usefullife of the improvement |
Office equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment | 5 years |
Computer software (purchased) (Member) | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment | 5 years |
Computer software (purchased) (Member) | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment | 3 years |
Furniture and fixtures [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment | 7 years |
Furniture and fixtures [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment | 5 years |
Computer equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment | 5 years |
Computer equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment | 3 years |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Summary of Members' Equity Units were Issued and Outstanding: (Detail) - shares | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Disclosure In Tabular Form Of Members Equity [Line Items] | |||
Common units Issued | 1,013,197 | 1,013,196 | 1,013,196 |
Common units ouststanding | 982,800 | 982,800 | 982,800 |
Class A | Voting | |||
Disclosure In Tabular Form Of Members Equity [Line Items] | |||
Common units Issued | 16,721 | 16,721 | 16,721 |
Common units ouststanding | 16,721 | 16,721 | 16,721 |
Class AA | Non-Voting | |||
Disclosure In Tabular Form Of Members Equity [Line Items] | |||
Common units Issued | 903,079 | 903,079 | 903,079 |
Common units ouststanding | 903,079 | 903,079 | 903,079 |
Class AAA | Non-Voting | |||
Disclosure In Tabular Form Of Members Equity [Line Items] | |||
Common units Issued | 60,000 | 60,000 | 60,000 |
Common units ouststanding | 60,000 | 60,000 | 60,000 |
Class AAAA | Non-Voting Incentive Units | |||
Disclosure In Tabular Form Of Members Equity [Line Items] | |||
Common units Issued | 33,397 | 33,396 | 33,396 |
Common units ouststanding | 3,000 | 3,000 | 3,000 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Disclosure Of Cumulative Impact To The Consolidated Balance Sheet As A Result Of Adoption Of New Accounting Standard On Leases (Detail ) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2018 |
Assets | ||||
Operating lease right-of-use assets | $ 181 | $ 356 | $ 582 | $ 1,009 |
Total increase to assets | 109,578 | 54,330 | 32,587 | |
Liabilities and Members' Deficit | ||||
Accrued expenses | 5,719 | 6,011 | 1,982 | 1,266 |
Operating lease liabilities, current | 190 | 248 | 239 | 222 |
Operating lease liabilities, long-term | 127 | 375 | 844 | |
Total liabilities and stockholders' equity (deficit) | $ 109,578 | $ 54,330 | $ 32,587 | |
As Previously Reported [Member] | ||||
Assets | ||||
Operating lease right-of-use assets | 0 | |||
Liabilities and Members' Deficit | ||||
Accrued expenses | 1,323 | |||
Operating lease liabilities, current | 0 | |||
Operating lease liabilities, long-term | 0 | |||
Accounting Standards Update 2016-02 [Member] | ||||
Assets | ||||
Operating lease right-of-use assets | 1,009 | |||
Total increase to assets | 1,009 | |||
Liabilities and Members' Deficit | ||||
Accrued expenses | (57) | |||
Operating lease liabilities, current | 222 | |||
Operating lease liabilities, long-term | 844 | |||
Total liabilities and stockholders' equity (deficit) | $ 1,009 |
Summary of Significant Accou_10
Summary of Significant Accounting Policies - Summary of Common Stock Issued and Outstanding (Details) - shares | Sep. 30, 2022 | Dec. 31, 2021 |
Class of Stock [Line Items] | ||
Common stock, shares issued | 68,492,482 | |
Common stock, shares outstanding | 56,904,982 | |
Class A Common Stock | ||
Class of Stock [Line Items] | ||
Common stock, shares issued | 9,926,658 | 0 |
Common stock, shares outstanding | 8,339,158 | 0 |
Class B Common Stock | ||
Class of Stock [Line Items] | ||
Common stock, shares issued | 0 | 0 |
Common stock, shares outstanding | 0 | 0 |
Class V voting stock | ||
Class of Stock [Line Items] | ||
Common stock, shares issued | 58,565,824 | |
Common stock, shares outstanding | 48,565,824 |
Business Combination - Addition
Business Combination - Additional Information (Details) - USD ($) | 9 Months Ended | |||
Dec. 31, 2021 | Dec. 13, 2021 | Sep. 30, 2022 | May 26, 2022 | |
Business Acquisition [Line Items] | ||||
Business combination consideration transferred | $ 0 | |||
Business combination, consideration in cash | 137,300,000 | |||
Received aggregate proceeds amount | $ 125,000,000 | |||
Line of credit facility, maximum borrowing capacity | $ 10,000,000 | |||
Haymaker III | Other Business Combination | ||||
Business Acquisition [Line Items] | ||||
Income tax percentage of federal state and local income tax savings | 85% | |||
Business acquisition, description of acquired entity | The TRA provides that, in the event that (i) the Company exercises its early termination rights under the TRA, (ii) certain changes of control occur (as described in the TRA), (iii) the Company, in certain circumstances, fails to make a payment required to be made pursuant to the TRA by the applicable final payment date, which non-payment continues for 30 days following such final payment date or (iv) the Company materially breaches any of its material obligations under the TRA, which breach continues without cure for 30 days following receipt by the Company of written notice thereof (unless, in the case of clauses (iii) and (iv), certain liquidity exceptions apply) the Company’s obligations under the TRA will accelerate and the Company will be required to make a lump-sum cash payment to the applicable parties to the TRA equal to the present value of all forecasted future payments that would have otherwise been made under the TRA, which lump-sum payment would be based on certain assumptions, including those relating to our future taxable income. | |||
Liability recorded related to tax receivable agreement | $ 0 | $ 0 | ||
Debt Commitment Letter | Haymaker III | Senior Secured Revolving Credit Facility | ||||
Business Acquisition [Line Items] | ||||
Line of credit facility, maximum borrowing capacity | $ 50,000 | |||
Debt Commitment Letter | Haymaker III | Senior Secured Term Loan A Facility | ||||
Business Acquisition [Line Items] | ||||
Debt face amount | $ 125,000 | |||
Class A Common Stock | Haymaker | ||||
Business Acquisition [Line Items] | ||||
Business acquisition, share price | $ 0.0001 | |||
Class A Common Stock | Biote Units | ||||
Business Acquisition [Line Items] | ||||
Business combination consideration transferred | $ 9,161,771 | |||
Business combination number of share issued | 30,525,729 | |||
Business combination, consideration in cash | $ 305,500,000 | |||
Class B Common Stock | Haymaker | ||||
Business Acquisition [Line Items] | ||||
Business acquisition, share price | $ 0.0001 | |||
Class V Voting Stock | Haymaker | ||||
Business Acquisition [Line Items] | ||||
Business acquisition, share price | $ 0.0001 | |||
Business combination number of share issued | 58,565,824 | |||
Member Earn Out Units | Haymaker III | Business Combination | ||||
Business Acquisition [Line Items] | ||||
Business combination number of share issued | 10,000,000 | |||
Earnout Voting Shares | Haymaker III | Business Combination | ||||
Business Acquisition [Line Items] | ||||
Business combination, consideration through equity value | $ 10,000,000 | |||
Sponsor Earn Out Shares | Haymaker III | Business Combination | ||||
Business Acquisition [Line Items] | ||||
Business combination number of share issued | 1,587,500 |
Revenue Recognition - Schedule
Revenue Recognition - Schedule of Revenues Recognized for Each Revenue Stream (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | |||||||
Total revenue | $ 41,970 | $ 35,567 | $ 120,472 | $ 101,860 | $ 139,396 | $ 116,568 | $ 109,976 |
Pellet Procedures Product Revenue | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Total revenue | 32,981 | 28,090 | 96,247 | 80,941 | 109,465 | 92,773 | 90,132 |
Dietary Supplements | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Total revenue | 8,066 | 6,803 | 21,719 | 19,023 | 27,241 | 20,887 | 17,562 |
Disposable Trocars Product Revenue | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Total revenue | 509 | 220 | 1,110 | 633 | 860 | 921 | 573 |
Shipping Fees Product Revenue | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Total revenue | 18 | 6 | 45 | 22 | 32 | 59 | 48 |
Product Revenue | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Total revenue | 41,574 | 35,119 | 119,121 | 100,619 | 137,598 | 114,640 | 108,315 |
Training Service Revenue | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Total revenue | 186 | 212 | 707 | 528 | 859 | 949 | 705 |
Contract-Term Services Revenue | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Total revenue | 210 | 236 | 644 | 939 | 979 | 956 | |
Service Revenue | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Total revenue | $ 396 | $ 448 | $ 1,351 | $ 1,241 | $ 1,798 | $ 1,928 | $ 1,661 |
Revenue Recognition - Schedul_2
Revenue Recognition - Schedule of Revenues Recognized by Geographic Region (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | |||||||
Total revenue | $ 41,970 | $ 35,567 | $ 120,472 | $ 101,860 | $ 139,396 | $ 116,568 | $ 109,976 |
Product Revenue | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Total revenue | 41,574 | 35,119 | 119,121 | 100,619 | 137,598 | 114,640 | 108,315 |
Product Revenue | United States | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Total revenue | 41,469 | 35,054 | 118,845 | 100,435 | 137,349 | 114,557 | 108,176 |
Product Revenue | All Others | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Total revenue | 105 | 65 | 276 | 184 | 249 | 83 | 139 |
Service Revenue | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Total revenue | 396 | 448 | 1,351 | 1,241 | 1,798 | 1,928 | 1,661 |
Service Revenue | United States | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Total revenue | 385 | $ 448 | 1,332 | $ 1,241 | 1,798 | 1,928 | 1,661 |
Service Revenue | All Others | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Total revenue | $ 11 | $ 19 | $ 0 | $ 0 | $ 0 |
Revenue Recognition - Summary o
Revenue Recognition - Summary of Significant Changes in Contract Liability Balances (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disclosure In Tabular Form Of Change In Contract With Customer Liability [Line Items] | |||||
Total increase(decrease) in contract liabilities: | $ (373) | $ (877) | $ 175 | ||
Deferred Revenue | |||||
Disclosure In Tabular Form Of Change In Contract With Customer Liability [Line Items] | |||||
Revenue recognized that was included in the contract liability balance at the beginning of the period | $ (1,445) | $ (1,729) | (2,048) | (2,584) | (2,381) |
Increases due to cash received, excluding amounts recognized as revenue during the period | 1,207 | 913 | 1,022 | 1,100 | 1,622 |
Transfers between current and non-current liabilities due to the expected revenue recognition period | 412 | 586 | 697 | 944 | 961 |
Total increase(decrease) in contract liabilities: | 174 | (230) | (329) | (540) | 202 |
Deferred Revenue, Long-term | |||||
Disclosure In Tabular Form Of Change In Contract With Customer Liability [Line Items] | |||||
Revenue recognized that was included in the contract liability balance at the beginning of the period | 0 | 0 | 0 | ||
Increases due to cash received, excluding amounts recognized as revenue during the period | 591 | 617 | 652 | 605 | 934 |
Transfers between current and non-current liabilities due to the expected revenue recognition period | (412) | (586) | (697) | (944) | (961) |
Total increase(decrease) in contract liabilities: | $ 179 | $ 31 | $ (45) | $ (339) | $ (27) |
Revenue Recognition - Summary_2
Revenue Recognition - Summary of Consideration allocated to performance obligations (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Disaggregation of Revenue [Line Items] | ||||
Deferred revenue, current | $ 1,989 | $ 1,705 | $ 2,044 | $ 2,584 |
Deferred revenue, net of current portion | 862 | 802 | 836 | 1,173 |
Unsatisfied Training Obligations | ||||
Disaggregation of Revenue [Line Items] | ||||
Deferred revenue, current | 156 | 67 | 57 | 50 |
Unsatisfied Contract-term Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Deferred revenue, current | 1,015 | 849 | 862 | 932 |
Deferred revenue, net of current portion | 569 | 544 | 551 | 737 |
Total Deferred Revenue | 1,584 | 1,393 | 1,413 | 1,669 |
Unsatisfied Pellet Procedures | ||||
Disaggregation of Revenue [Line Items] | ||||
Deferred revenue, current | 818 | 789 | 1,125 | 1,601 |
Deferred revenue, net of current portion | 293 | 258 | 284 | 436 |
Total Deferred Revenue | $ 1,111 | $ 1,047 | $ 1,409 | $ 2,038 |
Revenue Recognition - Additiona
Revenue Recognition - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |||||||
Reduction Of Revenue | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Inventory, Net - Schedule Of In
Inventory, Net - Schedule Of Inventory Current (Detail) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Inventory [Line Items] | |||
Inventory, net | $ 10,181 | $ 9,615 | $ 4,324 |
Pellets [Member] | |||
Inventory [Line Items] | |||
Product Inventory | 6,230 | 6,318 | 5,404 |
Less: obsolete and expired | (1,129) | (1,356) | (1,080) |
Product Inventory Net | 5,101 | 4,962 | $ 4,324 |
Dietary Supplements [Member] | |||
Inventory [Line Items] | |||
Product Inventory | 5,276 | 4,849 | |
Less: obsolete and expired | (196) | (196) | |
Product Inventory Net | $ 5,080 | $ 4,653 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule Of Property Plant And Equipment (Detail) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | $ 6,309 | $ 5,981 | $ 4,516 |
Less: accumulated depreciation | (4,533) | (3,646) | (2,933) |
Property, Plant and Equipment, Net | 1,776 | 2,335 | 1,583 |
Trocars [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | 4,645 | 4,448 | 3,754 |
Leasehold Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | 1,028 | 254 | 254 |
Office Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | 238 | 223 | 204 |
Computer software [member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | 140 | 135 | 135 |
Furniture and Fixtures [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | 161 | 119 | 72 |
Computer Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | 97 | 97 | $ 97 |
Construction in Progress [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | $ 0 | $ 705 |
Property, Plant and Equipment -
Property, Plant and Equipment - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | |||||||
Depreciation | $ 302 | $ 178 | $ 887 | $ 533 | |||
Selling, General and Administrative Expenses [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Depreciation | $ 713 | $ 676 | $ 669 |
Warrant Liability - Additional
Warrant Liability - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | |
Class of Warrant or Right [Line Items] | |||
Private placement warrants redemption description | if the closing price of our Class A common stock for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants. | ||
Stock issued during period, shares, new issues | 264 | ||
Haymaker III | |||
Class of Warrant or Right [Line Items] | |||
Exercise price of warrants or rights outstanding | $ 11.5 | $ 11.5 | |
Warrants and rights expire date | May 26, 2027 | May 26, 2027 | |
Warrants and rights outstanding term | 5 years | 5 years | |
Number of days following its initial business combination until the expiration of the warrants | 60 days | ||
Class of warrants redemption price per unit | $ 0.01 | $ 0.01 | |
Number of consecutive trading days for determining the share price | 30 days | ||
Public warrants redeemed | $ 0 | $ 0 | $ 0 |
Private Placement Warrants | Haymaker III | |||
Class of Warrant or Right [Line Items] | |||
Stock issued during period, shares, new issues | 233,333 | ||
Shares issued, price per share | $ 1.5 | $ 1.5 | |
Stock issued during period value issued for services | $ 350,000 | ||
Private Placement Warrants | Haymaker III | Sponsor | |||
Class of Warrant or Right [Line Items] | |||
Stock issued during period, shares, new issues | 5,333,333 | ||
Number of warrants or rights outstanding | 5,566,666 | 5,566,666 | |
Public Warrants Member | Haymaker III | |||
Class of Warrant or Right [Line Items] | |||
Number of warrants or rights outstanding | 7,937,466 | 7,937,466 | |
Common Class A | Share Price Equal Or Exceeds 10.00 Rupees Per Dollar | |||
Class of Warrant or Right [Line Items] | |||
Class of warrant or right, threshold period for exercise from date of closing public offering | 30 days | ||
Class of warrants redemption price per unit | $ 0.1 | $ 0.1 | |
Share Price | 10 | $ 10 | |
Class of warrant or right minimum notice period For Redemption | 20 days | ||
Common Class A | Share price equal or exceeds 18.00 Rs per dollar | |||
Class of Warrant or Right [Line Items] | |||
Share Price | 18 | $ 18 | |
Number of consecutive trading days for determining the share price | 20 days | ||
Common Class A | Haymaker III | |||
Class of Warrant or Right [Line Items] | |||
Class of warrant or right, threshold period for exercise from date of closing public offering | 15 days | ||
Class of warrants or rights transfers restriction on number of days from the date of business combination | 60 days | ||
Common Class A | Haymaker III | Sponsor | |||
Class of Warrant or Right [Line Items] | |||
Class of warrant or right, threshold period for exercise from date of closing public offering | 30 days | ||
Common Class A | Haymaker III | Share price equal or exceeds 18.00 Rs per dollar | |||
Class of Warrant or Right [Line Items] | |||
Share redemption trigger price | $ 18 | $ 18 | |
Class of warrant or right exercise price adjustment percentage higher of market value | 180% | 180% | |
Common Class A | Haymaker III | Share Price Equal or Less 9.2 Rs per dollar | |||
Class of Warrant or Right [Line Items] | |||
Exercise price of warrants or rights outstanding | $ 9.2 | $ 9.2 | |
Share redemption trigger price | $ 9.2 | $ 9.2 | |
Minimum gross proceeds required from issuance of equity | 60% | 60% | |
Class of warrant or right minimum notice period For Redemption | 20 days | ||
Class of warrant or right exercise price adjustment percentage higher of market value | 115% | 115% | |
Common Class A | Redeemable Warrants | Haymaker III | |||
Class of Warrant or Right [Line Items] | |||
Class of warrant or right redemption threshold consecutive trading days | 30 days | ||
Number of securities called by warrants or rights | 1 | 1 | |
Common Class A | Private Placement Warrants | Haymaker III | |||
Class of Warrant or Right [Line Items] | |||
Shares issued, price per share | $ 11.5 | $ 11.5 |
Earnout Liability - Additional
Earnout Liability - Additional Information (Details) - Business Combination | 9 Months Ended |
Sep. 30, 2022 $ / shares shares | |
Loss Contingencies [Line Items] | |
Earnout deadline date | May 26, 2027 |
Maximum | |
Loss Contingencies [Line Items] | |
Number of earnout securities shareholder entitled to vest if certain share price targets achieved | shares | 11,587,500 |
Share Price Equals or Exceeds 12.50 Per Share [Member] | |
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 15.00 Per Share [Member] | |
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 | Share Price Equals or Exceeds 17.50 Per Share [Member] | |
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 Fair Value Hierarchy for Financial Assets and Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | May 26, 2022 |
Schedule Of Changes In The Fair Value Of Warrant Liabilities [Line Items] | ||
Liability | $ 80,061 | $ 191,584 |
Public Warrants | ||
Schedule Of Changes In The Fair Value Of Warrant Liabilities [Line Items] | ||
Liability | 2,698 | 5,397 |
Public Warrants | Level 1 | ||
Schedule Of Changes In The Fair Value Of Warrant Liabilities [Line Items] | ||
Liability | 2,698 | 5,397 |
Private Placement Warrants | ||
Schedule Of Changes In The Fair Value Of Warrant Liabilities [Line Items] | ||
Liability | 1,981 | 3,834 |
Private Placement Warrants | Level 3 | ||
Schedule Of Changes In The Fair Value Of Warrant Liabilities [Line Items] | ||
Liability | 1,981 | 3,834 |
Earnout Liability | ||
Schedule Of Changes In The Fair Value Of Warrant Liabilities [Line Items] | ||
Liability | 78,080 | 187,750 |
Earnout Liability | Level 3 | ||
Schedule Of Changes In The Fair Value Of Warrant Liabilities [Line Items] | ||
Liability | $ 78,080 | $ 187,750 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Significant Inputs to Monte Carlo Simulation for Fair Value of Private Placement Warrants (Details) - Private Placement Warrants | Sep. 30, 2022 $ / shares | May 26, 2022 $ / shares |
Stock Price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Sale of stock price per share | $ 4.28 | $ 9.02 |
Exercise Price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and rights outstanding measurement input | 11.5 | 11.5 |
Risk-free Rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and rights outstanding measurement input | 0.041 | 0.027 |
Volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and rights outstanding measurement input | 0.351 | 0.134 |
Term (in years) | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and rights outstanding term | 4 years 8 months 12 days | 5 years |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Significant Inputs to Monte Carlo Simulation for Fair Value of Earnout Liability (Details) - Earnout Liability | Sep. 30, 2022 $ / shares | May 26, 2022 $ / shares |
Stock price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Sale of stock price per share | $ 4.28 | $ 9.02 |
Risk-free Rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 0.041 | 0.027 |
Volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 0.70 | 0.60 |
Term (in years) | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and rights outstanding term | 4 years 8 months 12 days | 5 years |
Fair Value Measurements - Sum_3
Fair Value Measurements - Summary of Changes in the Fair Value of Company's Level 3 Financial Instruments (Details) $ in Thousands | 4 Months Ended |
Sep. 30, 2022 USD ($) | |
Schedule Of Changes In The Fair Value Of Warrant Liabilities [Line Items] | |
Fair value as of May 26, 2022 (initial measurement) | $ 191,584 |
Gain from change in fair value | (111,523) |
Fair value as of September 30, 2022 | 80,061 |
Private Placement Warrants | |
Schedule Of Changes In The Fair Value Of Warrant Liabilities [Line Items] | |
Fair value as of May 26, 2022 (initial measurement) | 3,834 |
Gain from change in fair value | (1,853) |
Fair value as of September 30, 2022 | 1,981 |
Earnout Liability | |
Schedule Of Changes In The Fair Value Of Warrant Liabilities [Line Items] | |
Fair value as of May 26, 2022 (initial measurement) | 187,750 |
Gain from change in fair value | (109,670) |
Fair value as of September 30, 2022 | $ 78,080 |
Noncontrolling Interest - Addit
Noncontrolling Interest - Additional Information (Details) | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2022 shares | Sep. 30, 2022 Vote shares | May 26, 2022 | |
Noncontrolling Interest [Line Items] | |||
Issuance of shares under SEPA, shares | 264 | ||
Class V Common Stock | |||
Noncontrolling Interest [Line Items] | |||
Issuance of shares under SEPA, shares | 48,565,824 | ||
Common Stock, Voting Rights | each holder of Class V voting stock is entitled to vote with the holders of Class A common stock of Biote, with each share of Class V voting stock entitling the holder to one vote per share of Class V voting stock at the time of such vote (subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications). | ||
Common stock, number of votes per share | Vote | 1 | ||
Minority Interest Holders | |||
Noncontrolling Interest [Line Items] | |||
Minority interest, retained percentage by minority interest holders | 86.50% | ||
Biote | |||
Noncontrolling Interest [Line Items] | |||
Minority interest, ownership percentage | 14.70% | 14.70% | 13.50% |
Share-Based Compensation - Summ
Share-Based Compensation - Summary of Restricted Stock Unit Activity (Details) - RSUs - 2022 Equity Incentive Plan | 9 Months Ended |
Sep. 30, 2022 $ / shares shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares, RSUs Outstanding, Beginning balance | shares | 3,887,750 |
Shares, Granted | shares | 85,040 |
Shares, Forfeited | shares | (296,250) |
Shares, Vested | shares | (771,525) |
Shares, RSUs Outstanding, Ending balance | shares | 2,905,015 |
Weighted-Average Grant-Date Fair Value, RSUs Outstanding, Beginning balance | $ / shares | $ 8.85 |
Weighted-Average Grant-Date Fair Value, Granted | $ / shares | 4 |
Weighted-Average Grant-Date Fair Value, Forfeited | $ / shares | 8.71 |
Weighted-Average Grant-Date Fair Value, Vested | $ / shares | 8.9 |
Weighted-Average Grant-Date Fair Value, RSUs Outstanding, Ending balance | $ / shares | $ 8.35 |
Share-Based Compensation - Su_2
Share-Based Compensation - Summary of Stock Option Activity (Details) - 2022 Equity Incentive Plan | 9 Months Ended |
Sep. 30, 2022 $ / shares shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock Options, Granted | shares | 4,299,373 |
Stock Options, Forfeited | shares | (49,200) |
Stock Options Outstanding, Ending Balance | shares | 4,250,173 |
Weighted-Average Exercise Price, Granted | $ / shares | $ 3.8 |
Weighted-Average Exercise Price, Forfeited | $ / shares | 3.53 |
Weighted-Average Exercise Price Outstanding, Ending Balance | $ / shares | $ 3.81 |
Weighted-Average Remaining Contractual Term (Years) | 9 years 6 months |
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 | 9 Months Ended |
Sep. 30, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected term (in years) | 6 years 1 month 6 days |
Volatility | 63.80% |
Risk-free rate | 3.50% |
Dividend yield | 0% |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Details) - USD ($) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
May 26, 2022 | Jun. 30, 2022 | May 26, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Compensation expense | $ 746,000 | $ 79,270,000 | $ 0 | |||||
Class AAAA Incentive Units | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Unit based payment arrangement, Number of Units | 33,397 | 33,396 | ||||||
Share based compensation arrangement by share based payment award, Equity instruments other than options, Vested in period | 3,000 | 3,000 | ||||||
Compensation expense | $ 0 | |||||||
Incentive Units | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Compensation expense | $ 50,026,000 | $ 0 | ||||||
Phantom Equity Rights | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Compensation expense | 4,339,000 | 0 | $ 0 | |||||
Settlement of phantom equity rights | $ 7,250,000 | $ 7,250,000 | ||||||
Phantom equity rights replaced with restricted stock units | 3,887,750 | |||||||
Phantom Equity Rights | Share Based Payment Arrangement Existing Employee [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Share based compensation arrangement by share based payment award, Award vesting terms | quarterly | |||||||
Phantom Equity Rights | Minimum | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Awards vesting period | 1 year | 1 year | ||||||
Phantom Equity Rights | Minimum | Share Based Payment Arrangement Existing Employee [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Awards vesting period | 1 year | |||||||
Phantom Equity Rights | Maximum | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Awards vesting period | 2 years | 2 years | ||||||
Phantom Equity Rights | Maximum | Share Based Payment Arrangement Existing Employee [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Awards vesting period | 2 years | |||||||
2022 Equity Incentive Plan | RSUs | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Share based compensation arrangement by share based payment award, Equity instruments other than options, Vested in period | 771,525 | |||||||
Compensation expense | 416,000 | $ 25,321,000 | ||||||
Unrecognized compensation expense | 6,488,000 | $ 6,488,000 | ||||||
Unrecognized compensation expense, expected to be recognized, weighted-average remaining vesting period | 1 year 3 months 18 days | |||||||
2022 Equity Incentive Plan | Stock Options | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Compensation expense | 330,000 | $ 330,000 | ||||||
Unrecognized compensation expense | $ 9,474,000 | $ 9,474,000 | ||||||
Unrecognized compensation expense, expected to be recognized, weighted-average remaining vesting period | 3 years 7 months 6 days | |||||||
Class V Common Stock | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Vesting of incentive units, shares | 6,356,178 | 987,275 |
Leases - Additional Information
Leases - Additional Information (Details) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | ||
Extend lease term date | Jun. 30, 2023 | Jun. 30, 2023 |
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 | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Leases [Abstract] | |||||||
Fixed lease expense | $ 61 | $ 61 | $ 183 | $ 183 | $ 244 | $ 244 | $ 244 |
Total lease cost | 61 | 61 | 183 | 183 | 244 | 244 | 244 |
Other information: | |||||||
Cash paid for amounts included in the measurement of lease liabilities | $ 64 | $ 64 | $ 193 | $ 193 | $ 257 | $ 257 | $ 257 |
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 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2018 |
Lease Assets | ||||
Operating lease right-of-use assets | $ 181 | $ 356 | $ 582 | $ 1,009 |
Total lease assets | 181 | 356 | 582 | |
Lease Liabilities | ||||
Operating lease liabilities, current | 190 | 248 | 239 | 222 |
Operating lease liabilities, net of current portion | 127 | 375 | $ 844 | |
Total lease liabilities | $ 190 | $ 375 | $ 614 | |
Weighted-average remaining lease term --- operating leases (years) | 9 months | 1 year 6 months | 2 years 6 months | |
Weighted-average discount rate --- operating leases | 3.75% | 3.75% | 3.75% |
Leases - Summary of Payments by
Leases - Summary of Payments by Date for Operating Lease (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | |||
2022 (remaining three months) | $ 64 | ||
2022 / 2023 | 128 | $ 257 | |
2023 / 2024 | 128 | ||
2024 / 2025 | 0 | ||
2025 | 0 | ||
Thereafter | 0 | ||
Total lease payments | 192 | 385 | |
Less: Interest | (2) | (10) | |
Present value of lease liabilities | $ 190 | $ 375 | $ 614 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Valuation Allowance [Line Items] | |||||||
Income tax expense (benefit) | $ 234,000 | $ 67,000 | $ (48,000) | $ 209,000 | $ 286,000 | $ 189,000 | $ 93,000 |
Deferred tax asset | 0 | 0 | |||||
Deferred tax liability | $ 0 | $ 0 | |||||
HaymakerIII [Member] | Other Business Combination [Member] | |||||||
Valuation Allowance [Line Items] | |||||||
Income tax percentage of federal state and local income tax savings | 85% |
Capitalized Software, Net - Sum
Capitalized Software, Net - Summary of Capitalized Software, Net (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Research and Development [Abstract] | |||
Website costs | $ 4,120 | $ 3,571 | $ 2,522 |
Development in Process | 3,066 | 2,294 | 703 |
Less: Accumulated amortization | (2,068) | (1,311) | (625) |
Capitalized software, net | $ 5,118 | $ 4,554 | $ 2,600 |
Capitalized Software, Net - Add
Capitalized Software, Net - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Research and Development [Abstract] | |||||||
Amortization expense | $ 277 | $ 154 | $ 757 | $ 454 | $ 687 | $ 462 | $ 163 |
Accrued Expenses - Schedule of
Accrued Expenses - Schedule of Accrued Expenses (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2018 |
Payables and Accruals [Abstract] | ||||
Accrued professional fees | $ 542 | $ 1,192 | $ 50 | |
Accrued employee related costs | 4,018 | 2,213 | 1,359 | |
Accrued merchant fees | 0 | 184 | 137 | |
Accrued interest | 0 | 27 | 38 | |
Legal accrual | 0 | 1,302 | ||
Other | 1,159 | 1,093 | 398 | |
Accrued expenses | $ 5,719 | $ 6,011 | $ 1,982 | $ 1,266 |
Long-Term Debt - Additional Inf
Long-Term Debt - Additional Information (Details) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
May 26, 2022 USD ($) | Sep. 30, 2019 USD ($) | May 31, 2019 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2019 USD ($) | Jun. 30, 2021 | |
Debt Instrument [Line Items] | |||||||||||
Line Of Credit Facility Expiration Date | April 2019 | ||||||||||
Line Of Credit Facility Periodic Payment | $ 175,000 | ||||||||||
Line Of Credit Facility Interest Rate During Period | 5.50% | ||||||||||
Interest rate | 3.10% | ||||||||||
Outstanding principal amount of term loan | $ 123,438,000 | $ 123,438,000 | $ 37,500,000 | ||||||||
Line of credit facility, maximum borrowing capacity | $ 10,000,000 | ||||||||||
Line Of Credit Facility Expiration Date1 | May 31, 2024 | ||||||||||
Line of credit drawn | $ 50,000,000 | ||||||||||
Debt Weighted Average Interest Rate | 3.50% | ||||||||||
Debt Instrument Maturity Date | May 31, 2024 | ||||||||||
Debt Instrument Periodic Payment | $ 1,250,000 | ||||||||||
Notes Payable | $ 37,500,000 | $ 42,500,000 | |||||||||
Lines Of Credit Current | 0 | 0 | |||||||||
Debt Instrument Fee Amount | $ 1,108,000 | ||||||||||
Proceeds from line of credit | $ 14,292,000 | ||||||||||
Amortization expense related to debt issuance costs | 392,000 | $ 166,000 | 222,000 | $ 222,000 | $ 127,000 | ||||||
Loss from extinguishment of debt | $ (445,000) | ||||||||||
Notes Payable | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Note payable, net of current portion | $ 2,600,000 | ||||||||||
Minimum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Ratio of indebtedness to trailing 12month EBITDA | 2.5 | ||||||||||
Ratio Of Trailing 12 Month EBITDA Adjusted For Capital Expenditures Taxes And Distributions To Principal And Interest Repayments | 1.25 | ||||||||||
Maximum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Ratio of indebtedness to trailing 12month EBITDA | 3 | ||||||||||
London Interbank Offered Rate (LIBOR) | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt Instrument Description Of Variable Rate Basis | LIBOR + 300 | ||||||||||
Line of Credit | Bank of America Term Loan | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Term loan face amount | $ 50,000,000 | ||||||||||
Debt instrument interest rate, terms | LIBOR + 300 Basis Points (BPS) | ||||||||||
Outstanding principal amount of term loan | 0 | $ 0 | $ 37,500,000 | ||||||||
Line of credit facility, maximum borrowing capacity | 10,000,000 | $ 10,000,000 | |||||||||
Line of credit facility maturity month and year | 2024-05 | ||||||||||
Line of credit drawn | 0 | $ 0 | $ 0 | 0 | |||||||
Interest expense | $ 1,108,000 | ||||||||||
Amortization expense related to debt issuance costs | $ 0 | 55,000 | 91,000 | 166,000 | |||||||
Loss from extinguishment of debt | $ (445,000) | ||||||||||
Line of Credit | Truist Term Loan | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Term loan face amount | $ 125,000,000 | ||||||||||
Interest rate | 5.60% | 5.60% | |||||||||
Periodic payments | $ 1,563,000 | ||||||||||
Frequency of periodic payments | quarterly | ||||||||||
Outstanding principal amount of term loan | $ 123,438,000 | $ 123,438,000 | |||||||||
Term loan maturity date | May 26, 2027 | May 26, 2027 | |||||||||
Proceeds from line of credit | $ 0 | $ 0 | |||||||||
Covenant description | In addition, 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) 4.25:1.00, with respect to the fiscal quarter ending September 30, 2022 through and including the fiscal quarter ending March 31, 2023, (ii) 4.00:1.00, with respect to the fiscal quarter ending June 30, 2023 through and including March 31, 2024, and (iii) 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 covenants associated with the Credit Agreement as of September 30, 2022. | ||||||||||
Company incurred lender's fees and related attorney's fees | $ 4,036,000 | ||||||||||
Amortization expense related to debt issuance costs | $ 203,000 | $ 301,000 | |||||||||
Line of Credit | Truist Term Loan | Minimum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Fixed charge coverage ratio | 1.25 | 1.25 | |||||||||
Line of Credit | Truist Term Loan | Leverage Ratio with Respect to September 30, 2022 through March 31, 2023 | Maximum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Net leverage ratio | 4.25 | 4.25 | |||||||||
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 | 4 | |||||||||
Line of Credit | Truist Term Loan | Leverage Ratio, Thereafter | Maximum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Net leverage ratio | 3.75 | 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% | ||||||||||
Line of Credit | Bank of America Term Loan and Truist Term Loan | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Amortization expense related to debt issuance costs | $ 203,000 | $ 55,000 | $ 392,000 | $ 166,000 | |||||||
Revolving Credit Facility | Truist Term Loan | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Line of credit facility, maximum borrowing capacity | $ 50,000,000 | $ 50,000,000 |
Long-Term Debt - Schedule of Ou
Long-Term Debt - Schedule of Outstanding Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Disclosure [Abstract] | |||
Term loan | $ 123,438 | $ 37,500 | |
Less: Current portion | (6,250) | (5,000) | |
Team loan non-current portion gross | 117,188 | 32,500 | |
Less: unamortized deferred financing costs | (3,737) | (537) | |
Term loan, net of current portion | $ 113,451 | $ 31,963 | $ 36,741 |
Long-Term Debt - Schedule of Fu
Long-Term Debt - Schedule of Future Maturities of Long-term Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Debt Disclosure [Abstract] | ||
2022 (remaining three months) | $ 1,563 | |
2023 | 6,250 | $ 5,000 |
2024 | 6,250 | 5,000 |
2025 | 6,250 | 27,500 |
2026 | 6,250 | |
2027 | 96,876 | |
Long-term debt | $ 123,438 | $ 37,500 |
Net Income Per Common Share - S
Net Income Per Common Share - Schedule of Computation of Net Income Per Common Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Numerator | |||||
Net income (loss) | $ (13,236) | $ 102,220 | $ 32,619 | $ 29,162 | $ 21,287 |
Income allocated to participating securities | 0 | 0 | 0 | ||
Numerator for basic net income (loss) per unit | (13,236) | 102,220 | 32,619 | 29,162 | 21,287 |
Plus: Net income (loss) attributable to non controlling interest | (58,875) | ||||
Net income (loss) attributable to biote Corp. stockholders (diluted) | $ (13,236) | $ 43,345 | $ 32,619 | $ 29,162 | $ 21,287 |
Denominator | |||||
Weighted average shares outstanding (basic) | 7,605,031 | 7,596,379 | |||
Effect of potentially dilutive securities | 0 | 0 | 0 | ||
Weighted average shares outstanding (diluted) | 7,605,031 | 58,147,427 | |||
Net income (loss) per common share | |||||
Basic | $ (1.74) | $ 13.46 | |||
Diluted | $ (1.74) | $ 0.75 | |||
Weighted average shares outstanding - Basic | 7,605,031 | 7,596,379 | |||
Weighted average shares outstanding - Diluted | 7,605,031 | 58,147,427 | |||
RSUs | |||||
Denominator | |||||
Effect of potentially dilutive securities | 1,745,056 | ||||
Stock Options | |||||
Denominator | |||||
Effect of potentially dilutive securities | 240,168 | ||||
Class A, Class AA, and Class AAA | |||||
Numerator | |||||
Class A, AA, and AAA | $ 0 | $ 0 | $ 0 | ||
Denominator | |||||
Weighted average shares outstanding (basic) | 979,800 | 979,800 | 979,800 | ||
Effect of potentially dilutive securities | 0 | 0 | 0 | ||
Weighted average shares outstanding (diluted) | 979,800 | 979,800 | 979,800 | ||
Net income (loss) per common share | |||||
Basic | $ 33.29 | $ 29.76 | $ 21.73 | ||
Diluted | $ 33.29 | $ 29.76 | $ 21.73 | ||
Weighted average shares outstanding - Basic | 979,800 | 979,800 | 979,800 | ||
Weighted average shares outstanding - Diluted | 979,800 | 979,800 | 979,800 | ||
Percentage Allocated To Common Members | 100% | 100% | 100% | ||
Class V Common Stock [Member] | |||||
Denominator | |||||
Effect of potentially dilutive securities | 48,565,824 |
Net Income Per Common Share -_2
Net Income Per Common Share - Schedule of Computation of Diluted Weighted Average Shares Outstanding (Details) - shares | 3 Months Ended | 9 Months Ended |
Sep. 30, 2022 | Sep. 30, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially antidilutive common units outstanding | 80,812,644 | 25,304,432 |
Public Warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially antidilutive common units outstanding | 7,937,466 | 7,937,466 |
Private Placement Warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially antidilutive common units outstanding | 5,566,666 | 5,566,666 |
Class V Voting Stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially antidilutive common units outstanding | 48,565,824 | |
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 |
RSUs | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially antidilutive common units outstanding | 2,905,015 | 134,000 |
Stock Options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially antidilutive common units outstanding | 4,250,173 | 78,800 |
Earnings Per Common Unit - Addi
Earnings Per Common Unit - Additional Information (Detail) | Dec. 31, 2021 shares |
Earnings Per Share [Abstract] | |
Potentially dilutive common units outstanding | 0 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Millions | 9 Months Ended | |
Jun. 23, 2022 | Sep. 30, 2022 | |
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 | |
Seeks monetary relief, exceeding amount | $ 1 |
Related-Party Transactions - Ad
Related-Party Transactions - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
May 18, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Compensation paid | $ 746,000 | $ 79,270,000 | $ 0 | |||||
Trust for Benefit of Employees [Member] | Class AA Units [Member] | Medical Advisory Board [Member] | ||||||||
Equity method investment, Ownership percentage | 51% | |||||||
Employee Owned Clinic [Member] | ||||||||
Revenue from related parties | $ 744,000 | $ 615,000 | ||||||
Accounts receivable, Related parties | 57,000 | 57,000 | ||||||
Vendor [Member] | ||||||||
Due to related parties | 419,000 | 419,000 | 0 | |||||
Inventory Purchases | 419,000 | $ 259,000 | 1,153,000 | $ 651,000 | ||||
Firm [Member] | ||||||||
Due to related parties | 0 | 0 | 0 | |||||
Professional Fees | 0 | 90,000 | 31,000 | 378,000 | ||||
Employee [Member] | ||||||||
Due to related parties | 0 | 0 | 0 | |||||
Compensation paid | 0 | 50,000 | 100,000 | 147,000 | ||||
Revenue recognized | 96,000 | 197,000 | 456,000 | 544,000 | ||||
Due from Customer Acceptances | 0 | 0 | 0 | |||||
Spouse Of Founder Chairman And Beneficial Owner [Member] | ||||||||
Due to employees | 1,000 | 1,000 | 0 | |||||
Compensation paid | $ 43,000 | $ 75,000 | $ 158,000 | $ 228,000 | ||||
Director [Member] | Founder Advisory Agreement [Member] | ||||||||
Annual Advisory Fees Payable | $ 300,000 | |||||||
Agreement Term | 4 years | |||||||
Consultant [Member] | New Independent Contractor Agreement [Member] | ||||||||
Annual Advisory Fees Payable | $ 250,000 | |||||||
Agreement Term | 4 years | |||||||
Professional Services [Member] | Professional Services Firm [Member] | ||||||||
Related party transaction, Expenses from transactions with related party | 456,000 | 532,000 | ||||||
Due to related parties | 0 | 7,000 | ||||||
Employee Compensation [Member] | Employee Being The Child Of The Company Founder Chairman And Beneficial Owner Of The Company Class A Units [Member] | ||||||||
Related party transaction, Expenses from transactions with related party | 201,000 | 182,000 | ||||||
Due to employees | 0 | 5,000 | ||||||
Employee Compensation [Member] | Employee Who Is A Spouse Of The Company Founder Chairman And Beneficial Owner Of The Company Class A Units [Member] | ||||||||
Related party transaction, Expenses from transactions with related party | 285,000 | 196,000 | ||||||
Due to employees | 0 | 0 | ||||||
Inventory Purchases [Member] | Vendor [Member] | ||||||||
Related party transaction, Purchases from related party | 888,000 | 584,000 | ||||||
Accounts payable, Related parties | $ 0 | $ 52,000 |