biote (BTMD) POS AM 5 Apr 23 Prospectus update (post-effective amendment) Financial data

Cover

Cover	12 Months Ended
	Dec. 31, 2022
Document Information [Line Items]
Document Type	POS AM
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
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-1791125
Entity Address, Address Line One	1875 W. Walnut Hill Ln #100
Entity Address, City or Town	Irving
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75038
City Area Code	844
Local Phone Number	604-1246
Entity Primary SIC Number	2833
Business Contact [Member]
Document Information [Line Items]
Entity Address, Address Line One	1875 W. Walnut Hill Ln #100
Entity Address, City or Town	Irving
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75038
City Area Code	312
Local Phone Number	212-8079
Contact Personnel Name	Teresa S. Weber

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Current assets
Cash	$ 79,231	$ 26,766
Accounts receivable, net	6,948	5,231
Inventory, net	11,183	9,615
Other current assets	3,816	5,473
Total current assets	101,178	47,085
Property and equipment, net	1,504	2,335
Capitalized software, net	5,073	4,554
Operating lease right-of-use assets	2,052	356
Deferred tax asset	1,838
Total assets	111,645	54,330
Current liabilities
Accounts payable	4,112	4,349
Accrued expenses	6,274	6,011
Term loan, current	6,250	5,000
Deferred revenue, current	1,965	1,705
Operating lease liabilities, current	165	248
Total current liabilities	18,766	17,313
Term loan, net of current portion	112,086	31,963
Deferred revenue, net of current portion	926	802
Operating lease liabilities, net of current portion	1,927	127
Warrant liability	4,104
Earnout liability	32,110
Total liabilities	169,919	50,205
Commitments and contingencies (See Note 18)
Stockholders' Equity (Deficit)
Preferred stock, $0.0001 par value, 10,000,000 shares authorized; no shares issued or outstanding	0	0
Additional paid-in capital	0	0
Retained earnings (Accumulated deficit)	(44,460)	4,165
Accumulated other comprehensive loss	(5)	(40)
biote Corp.'s stockholders' equity (deficit)	(44,459)	4,125
Noncontrolling interest	(13,815)	0
Total stockholders' equity (deficit)	(58,274)	4,125
Total liabilities and stockholders' equity (deficit)	111,645	54,330
Class A Common Stock
Stockholders' Equity (Deficit)
Common stock value	1
Class B Common Stock
Stockholders' Equity (Deficit)
Common stock value	0	$ 0
Class V Common Stock
Stockholders' Equity (Deficit)
Common stock value	$ 5

CONSOLIDATED BALANCE SHEETS (Pa

CONSOLIDATED BALANCE SHEETS (Parenthetica - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
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 stock, shares authorized, unlimited	Unlimited	Unlimited
Common stock, shares issued	69,808,711
Common stock, shares outstanding	58,221,211
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	11,242,887	0
Common stock, shares outstanding	9,655,387	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 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 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 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 issued	0	1,013,197
Common stock, shares outstanding	0	982,800
Class AAAA Units
Common stock, no par value	$ 0	$ 0
Common stock, shares issued	0	1,013,197
Common stock, shares outstanding	0	982,800

CONSOLIDATED STATEMENTS OF INCO

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Revenue
Total revenue	$ 164,957	$ 139,396
Cost of revenue (excluding depreciation and amortization included in selling, general, and administrative, below)
Cost of revenue	54,575	48,817
Commissions	974	2,056
Marketing	4,628	4,908
Selling, general, and administrative	165,502	49,054
Income (loss) from operations	(60,722)	34,561
Other income (expense) net :
Interest expense	(5,091)	(1,673)
Gain from change in fair value of warrant liability	5,127
Gain from change in fair value of earnout liability	61,770
Loss from extinguishment of debt	(445)
Other income	1,073	17
Total other income (expense), net	62,434	(1,656)
Income before provision for income taxes	1,712	32,905
Income tax expense	388	286
Net income	1,324	32,619
Less: Net income attributable to noncontrolling interest	2,293
Net income (loss) attributable to biote Corp. stockholders	(969)
Other comprehensive income (loss):
Foreign currency translation adjustments	(1)	(17)
Other comprehensive income (loss)	(1)	(17)
Comprehensive income	$ 1,323	32,602
Net income (loss) per common share
Basic	$ (0.12)
Diluted	$ (0.12)
Weighted average common shares outstanding
Basic	8,059,371
Diluted	8,059,371
Product Revenue
Revenue
Total revenue	$ 163,133	137,598
Cost of revenue (excluding depreciation and amortization included in selling, general, and administrative, below)
Cost of revenue	51,990	46,298
Service Revenue
Revenue
Total revenue	1,824	1,798
Cost of revenue (excluding depreciation and amortization included in selling, general, and administrative, below)
Cost of revenue	$ 2,585	$ 2,519

CONSOLIDATED STATEMENTS OF STOC

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) $ in Thousands	Total	Class A Common Stock	Class V Common Stock	Members' Equity	Common Stock Class A Common Stock	Common Stock Class V Common Stock	Retained Earnings / (Accumulated Deficit)	Accumulated Other Comprehensive Income (Loss)	Total Stockholders' Equity (Deficit) Attributable to biote Corp.	Non Controlling Interest
Beginning balance, units at Dec. 31, 2020				982,800
Beginning balance at Dec. 31, 2020	$ (17,075)						$ (17,052)	$ (23)	$ (17,075)
Distributions	(11,402)						(11,402)		(11,402)
Net income (loss)	32,619						32,619		32,619
Other comprehensive income (loss)	(17)							(17)	(17)
Ending balance, units at Dec. 31, 2021				982,800
Ending balance at Dec. 31, 2021	4,125						4,165	(40)	4,125
Net income (loss)	9,143						9,143		9,143
Other comprehensive income (loss)	1							1	1
Beginning balance, units at Dec. 31, 2021				982,800
Beginning balance at Dec. 31, 2021	4,125						4,165	(40)	4,125
Distributions	(12,886)						(9,575)		(9,575)	$ (3,311)
Net income (loss)	1,324
Business Combination: Capitalized transaction costs	(12,282)						(12,282)		(12,282)
Share-based compensation	82,180						82,180		82,180
Settlement of phantom equity rights	(7,250)						(7,250)		(7,250)
Vesting of RSUs	(424)						(424)		(424)
Vesting of RSUs, shares					1,950,557
Issuance of shares under SEPA	561						561		561
Issuance of shares under SEPA, shares			48,565,824		130,559
Ending balance at Dec. 31, 2022	(58,274)				$ 1	$ 5	(44,460)	(5)	(44,459)	(13,815)
Ending balance, shares at Dec. 31, 2022					9,655,387	48,565,824
Business Combination: Reverse recapitalization on May 26, 2022, units				(982,800)
Business Combination: Reverse recapitalization on May 26, 2022	(113,622)	$ 1	$ 5				(113,628)		(113,622)
Business Combination: Reverse recapitalization on May 26, 2022, shares		7,574,271	48,565,824
Business Combination: Noncontrolling interest on May 26, 2022							3,619	34	3,653	(3,653)
Net income (loss)	(7,819)						(969)		(969)	(6,850)
Other comprehensive income (loss)	1									(1)
Ending balance at Dec. 31, 2022	$ (58,274)				$ 1	$ 5	$ (44,460)	$ (5)	$ (44,459)	$ (13,815)
Ending balance, shares at Dec. 31, 2022					9,655,387	48,565,824

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Operating Activities
Net income	$ 1,324	$ 32,619
Adjustments to reconcile net income to net cash (used in) provided by operating activites:
Depreciation and amortization	2,199	1,400
Bad debt expense (recoveries)	(155)	240
Amortization of debt issuance costs	589	222
Provision for obsolete inventory	140	471
Non-cash lease expense	240	226
Non-cash sponsor share transfers	7,216
Non-cash fees under SEPA	119
Share-based compensation expense	82,180
Gain from change in fair value of warrant liability	(5,127)
Gain from change in fair value of earnout liability	(61,770)
Loss from extinguishment of debt	445
Deferred income taxes	(743)
Changes in operating assets and liabilities:
Accounts receivable	(1,562)	(752)
Inventory	(1,708)	(5,762)
Other current assets	(2,284)	34
Accounts payable	416	1,605
Deferred revenue	384	(373)
Accrued expenses	(30,841)	4,029
Operating lease liabilities	(219)	(239)
Net cash (used in) provided by operating activities	(9,157)	33,720
Investing Activities
Purchases of property and equipment	(333)	(1,448)
Purchases of capitalized software	(1,505)	(2,359)
Net cash used in investing activities	(1,838)	(3,807)
Financing Activities
Proceeds from the Business Combination	12,282
Principal repayments on term loan	(4,375)	(5,000)
Borrowings on term loan	125,000
Extinguishment of Bank of America term loan	(36,250)
Debt issuance costs	(4,036)
Settlement of phantom equity rights	(7,250)
Settlement of RSUs	(424)
Distributions	(12,886)	(11,402)
Capitalized transaction costs	(8,341)	(3,941)
Proceeds from issuance of shares under SEPA	442
SEPA transaction costs	(702)
Net cash provided by (used in) financing activities	63,460	(20,343)
Effect of exchange rate changes on cash and cash equivalents		(12)
Net increase in cash and cash equivalents	52,465	9,558
Cash and cash equivalents at beginning of period	26,766	17,208
Cash and cash equivalents at end of period	79,231	26,766
Supplemental Disclosure of Cash Flow Information
Cash paid for interest	4,426	1,462
Cash paid for income taxes	282	171
Non-cash investing and financing activities
Capital expenditures and capitalized software included in accounts payable	49	$ 282
Non-cash SEPA transaction costs	$ 119

Description of Business and Bas

Description of Business and Basis of Presentation	12 Months Ended
	Dec. 31, 2022
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 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”

Summary of Significant Accounti

Summary of Significant Accounting Policies	12 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of Estimates— In the opinion of the Company, the accompanying 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. Fair Value Measurements Fair Value Measurements and Disclosures Level 1 Level 2 Level 3 See Note 12 for further detail. Segment Information Cash Accounts Receivable and Allowance for Doubtful Accounts management has exhausted all reasonable collection efforts are written off through a charge to the valuation allowance and a credit to accounts receivable. 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, 2020 $ (1,157 ) Provisions charged to operating results (240 ) Account write-off (9 ) As of December 31, 2021 (1,406 ) As of December 31, 2021 (1,406 ) Provisions charged to operating results $ 155 Account write-off 277 As of December 31, 2022 $ (974 ) Inventory first-in, first-out Other Current Assets December 31, December 31, Prepaid expenses $ 2,939 $ 847 Advances 877 685 Capitalized transaction costs — 3,941 Total other current assets $ 3,816 $ 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. Property and Equipment, Net Estimated Useful Life (in years) Trocars 5 Leasehold improvements Shorter of lease term or useful life of the Office equipment 5 Computer software 3-5 Furniture and fixtures 5-7 Computer equipment 3-5 See Note 6 for further details. Capitalized Software, Net three eight Impairment of Long-Lived Assets 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”). in-substance non-components) non-lease Entities may elect not to separate lease and non-lease non-lease non-lease Income Taxes We recognize deferred tax assets to the extent that we believe that these assets are more likely than not to be realized. In making such a determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning We record uncertain tax positions in accordance with ASC 740 on the basis of a two-step more-likely-than-not We recognize interest and penalties related to unrecognized tax benefits on the income tax expense line in the accompanying consolidated statements of income and comprehensive income. Debt Issuance Costs ethod. Warrant Liabilities Distinguishing Liabilities from Equity Derivatives and Hedging meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. 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 Stockholders’ Equity (Deficit) non-voting non-voting 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-voting) 903,079 903,079 Class AAA (Non-voting) 60,000 60,000 Class AAAA (Non-voting 33,397 3,000 Total 1,013,197 982,800 As of December 31, 2022, the following shares of common stock were issued and outstanding: December 31, 2022 Stockholders’ Equity Issued Outstanding Class A common stock 11,242,887 9,655,387 Class B common stock — — Class V voting stock 58,565,824 48,565,824 Total 69,808,711 58,221,211 The Company made operating distributions to Members of Holdings and taxing authorities on the Members’ behalf totaling $12,886 and $11,402 during the years ended December 31, 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 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 year ended December 31, 2022, the Company sold 105,559 shares to Yorkville under the SEPA for cash proceeds of $442. Noncontrolling Interest “Up-C” Revenue Recognition Update No. 2014-09, Revenue from Contracts with Customers 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 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 4: Revenue Recognition. As of the years ended December 31, 2022 and 2021, the Company had allocated $104 and $67 respectively, of consideration to the unsatisfied initial training obligations, and $1,655 and $1,393, 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. As of the years ended December 31, 2022 and 2021 the amount of consideration allocated to contract-term services presented within deferred revenue was $1,028 and $849, respectively, and the amount presented within deferred revenue, long-term was $627 and $544, 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. As of the years ended December 31, 2022 and 2021 the amount of these premiums within deferred revenue was $833 and $789, respectively, and the amount within deferred revenue, long-term was $299 and $258, 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, 2022 and 2021. 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, 2022 and 2021, respectively. A reconciliation of the beginning and ending contract liabilities is included within Note 4: Revenue Recognition. Cost of Revenue co-packers, Marketing Mark Selling, General, and Administrative atters. 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 During the years ended December 31, 2022 and 2021, the Company made $915 and $335, respectively, in safe harbor contributions under the 401(k) Plan, which are presented within Selling, general and administrative expense in the consolidated statements of income and comprehensive income. Share-Based Compensation Compensation—Stock Compensation equity. The Company has elected to recognize forfeitures at the time they occur. The fair value of the equity awards was determined using a Monte-Carlo simulation as of the grant date. The awards begin to vest on the date of a change in control or qualifying event. The Business Combination constituted such a qualifying event triggering the performance condition in the awards. No compensation cost was recognized historically until the Closing of the Business Combination as a qualifying event was not previously deemed probable to occur. See Note 14 for further details. 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. For the years ended December 31, 2022 and 2021 commissions paid under this program were $1,098 and $1,738, respectively. Concentrations As of December 31, 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 94% for the years ended December 31, 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 years ended December 31, 2022 and 2021. The Company did not have any customers that accounted for more than 10% of the outstanding gross accounts receivable as of December 31, 2022 or December 31, 2021. 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) 815-40): 2020-06”). ASU 2020-06 2020-06

Business Combination

Business Combination	12 Months Ended
	Dec. 31, 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 used 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	12 Months Ended
	Dec. 31, 2022
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 Year Ended December 31, 2022 2021 Product revenue: Pellet procedures $ 128,952 $ 109,465 Dietary supplements 32,412 27,241 Disposable trocars 1,698 860 Shipping fees 71 32 Total product revenue 163,133 137,598 Service revenue: Training 973 859 Contract-term services 851 939 Total service revenue 1,824 1,798 Total revenue $ 164,957 $ 139,396 Revenue recognized by geographic region is as follows: Financial Statement Caption Country For the Year Ended 2022 2021 Product revenue: United States $ 162,742 $ 137,349 All other 391 249 Total product revenue 163,133 137,598 Service revenue: United States 1,781 1,798 All other 43 — Total service revenue 1,824 1,798 Total revenue $ 164,957 $ 139,396 Significant changes in contract liability balances are as follows: Year Ended December 31, 2022 2021 Description of change Deferred Deferred Long-term Deferred Deferred Long-term Revenue recognized that was included in the contract liability balance at the beginning of the period $ (1,710 ) $ — $ (2,048 ) $ — Increases due to cash received, excluding amounts recognized as revenue during the period 1,342 760 1,022 652 Transfers between current and non-current 460 (460 ) 697 (697 ) Total increase (decrease) in contract liabilities $ 92 $ 300 $ (329 ) $ (45 ) 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 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: December 31, December 31, Unsatisfied training obligations—Current $ 104 $ 67 Unsatisfied contract-term services—Current 1,028 849 Unsatisfied contract-term services—Long-term 627 544 Total allocated to unsatisfied contract-term services 1,655 1,393 Unsatisfied pellet procedures—Current 833 789 Unsatisfied pellet procedures—Long-term 299 258 Total allocated to unsatisfied pellet procedures 1,132 1,047 Total deferred revenue—Current $ 1,965 $ 1,705 Total deferred revenue—Long-term $ 926 $ 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 years ended December 31, 2022 and 2021, respectively.

Inventory, Net

Inventory, Net	12 Months Ended
	Dec. 31, 2022
Inventory Disclosure [Abstract]
Inventory, Net	5. INVENTORY, NET Inventory, net consists of the following: December 31, December 31, Product inventory—Pellets $ 6,213 $ 6,318 Less: Obsolete and expired pellet allowance (1,298 ) (1,356 ) Pellet inventory, net 4,915 4,962 Product inventory—Dietary supplements 6,283 4,849 Less: Obsolete and expired dietary supplement allowance (15 ) (196 ) Dietary supplement inventory, net 6,268 4,653 Inventory, net $ 11,183 $ 9,615

Property and Equipment, Net

Property and Equipment, Net	12 Months Ended
	Dec. 31, 2022
Property, Plant and Equipment [Abstract]
Property and Equipment, Net	6. PROPERTY AND EQUIPMENT, NET Property and equipment, net consists of the following: December 31, 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 102 97 Construction in process — 705 Property and equipment 6,314 5,981 Less: Accumulated depreciation (4,810 ) (3,646 ) Property and equipment, net $ 1,504 $ 2,335 Total depreciation expense related to property and equipment was $1,164 and $713 for the years ended December 31, 2022 and 2021. Total depreciation expense 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	12 Months Ended
	Dec. 31, 2022
Research and Development [Abstract]
Capitalized Software, Net	7. CAPITALIZED SOFTWARE, NET Capitalized software, net consists of the following: December 31, December 31, Website costs $ 4,142 $ 3,571 Development in process 3,277 2,294 Less: Accumulated amortization (2,346 ) (1,311 ) Capitalized software, net $ 5,073 $ 4,554 Total amortization expense for capitalized software was $1,035 and $687 for the years ended December 31, 2022 and 2021, respectively. Total amortization expense was included in Selling, general and administrative expense in the consolidated statements of income and comprehensive income.

Accrued Expenses

Accrued Expenses	12 Months Ended
	Dec. 31, 2022
Payables and Accruals [Abstract]
Accrued Expenses	8. ACCRUED EXPENSES Accrued expenses consist of the following: December 31, December 31, Accrued professional fees $ 354 $ 1,192 Accrued employee-related costs 4,221 2,213 Accrued merchant fees — 184 Accrued interest — 27 Legal accrual — 1,302 Other 1,699 1,093 Accrued expenses $ 6,274 $ 6,011

Long-Term Debt

Long-Term Debt	12 Months Ended
	Dec. 31, 2022
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 $50,000 (the “Bank of America Term Loan”), which bore an interest rate quoted as LIBOR + 300 Basis Points (BPS). As of December 31, 2022 and December 31, 2021, the outstanding principal on the Bank of America Term Loan was $0 and $37,500, 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 expire in May of 2024 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 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 $91 and $222 for the years ended December 31, 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 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 December 31, 2022, the interest rate charged to the Company was approximately 6.92%. 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 December 31, 2022, the outstanding principal on the Term Loan was $121,875. 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 year ended December 31, 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 December 31, 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 consolidated balance sheet net of the related debt issuance costs. Amortization expense related to the debt issuance costs on the Credit Agreement was $498 for the year ended December 31, 2022. The total amortization of debt issuance costs, inclusive of those related to both the Bank of America Credit Agreement and the Credit Agreement, was $589 and $222 for the years ended December 31, 2022 and 2021, respectively. The outstanding debt as of December 31, 2022 and 2021 is classified in the consolidated balance sheets as follows: December 31, December 31, Term loan $ 121,875 $ 37,500 Less: Current portion (6,250 ) (5,000 ) $ 115,625 $ 32,500 Less: Unamortized debt issuance costs (3,539 ) (537 ) Term loan, net of current portion $ 112,086 $ 31,963 Future maturities of long-term debt, excluding debt issuance costs, are as follows: 2023 6,250 2024 6,250 2025 6,250 2026 6,250 2027 96,875 $ 121,875

Warrant Liability

Warrant Liability	12 Months Ended
	Dec. 31, 2022
Warrants and Rights Note Disclosure [Abstract]
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 • 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 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 consolidated balance sheet. Any changes in fair value are recorded in the changes in fair value of warrants line of the consolidated statements of income and comprehensive income. Please see Note 12 for further detail. No Public Warrants have been redeemed as of December 31, 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 December 31, 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 consolidated statement of income and comprehensive income. Please see Note 12 for further detail.

Earnout Liability

Earnout Liability	12 Months Ended
	Dec. 31, 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 (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 consolidated balance sheet. Any changes in fair value are recorded in the changes in earnout liability line of the consolidated statement of income and comprehensive income. Please see Note 12 for further detail.

Fair Value Measurements

Fair Value Measurements	12 Months Ended
	Dec. 31, 2022
Fair Value Disclosures [Abstract]
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 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 December 31, 2022 Level 1 Level 2 Level 3 Total Liabilities: Public Warrants $ 2,381 $ — $ — $ 2,381 Private Placement Warrants — — 1,723 1,723 Earnout liability — — 32,110 32,110 Fair Value Measurements as of May 26, 2022 Level 1 Level 2 Level 3 Total Liabilities: Public Warrants $ 5,397 $ — $ — $ 5,397 Private Placement Warrants — — 3,834 3,834 Earnout liability — — 93,880 93,880 There were no movements between levels during the year ended December 31, 2022. These instruments were not outstanding on the Company’s books for the year ended December 31, 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 December 31, 2022 and the Closing Date: As of December 31, 2022 May 26, 2022 Stock price $ 3.73 $ 9.02 Exercise price $ 11.50 $ 11.50 Risk-free rate 4.0 % 2.7 % Volatility 42.2 % 13.4 % Term (in years) 4.4 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 December 31, 2022 and the Closing Date, the date of initial measurement: As of December 31, May 26, Stock price $ 3.73 $ 9.02 Risk-free rate 4.1 % 2.7 % Volatility 70.0 % 60.0 % Term (in years) 4.4 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 December 31, 2022 and the Closing Date, the date of initial measurement: Private Warrants Earnout Total Fair value as of May 26, 2022 (initial measurement) $ 3,834 $ 93,880 $ 97,714 Gain from change in fair value (2,111 ) (61,770 ) (63,881 ) Fair value as of December 31, 2022 $ 1,723 $ 32,110 $ 33,833

Noncontrolling Interest

Noncontrolling Interest	12 Months Ended
	Dec. 31, 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 16.6% as of December 31, 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 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).

Share-Based Compensation

Share-Based Compensation	12 Months Ended
	Dec. 31, 2022
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 December 31, 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 as of the Closing Date, 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 stock price on the date of grant. The following table summarizes RSU activity during the year ended December 31, 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 (2,053,700 ) $ 8.24 RSUs outstanding at December 31, 2022 1,622,840 $ 9.41 The Company recognized share-based compensation expense of $26,647 during the year ended December 31, 2022, related to RSUs, which included a cumulative catch-up 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- Exercise Price Weighted- Remaining Contractual (Years) Options outstanding at December 31, 2021 — $ — — Granted 5,165,328 $ 3.86 Forfeited (122,700 ) $ 3.73 Options outstanding at December 31, 2022 5,042,628 $ 3.86 9.5 Options exercisable December 31, 2022 131,461 $ 3.99 2.1 The Company recognized share-based compensation expense of $1,168 during the year ended December 31, 2022 related to stock options. As of December 31, 2022, there was $10,156 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 3.4 years. The weighted-average assumptions used to estimate the fair value of stock options granted during the year ended December 31, 2022 were as follows: Expected term (in years) 6.0 Volatility 60.0 % Risk-free rate 3.5 % Dividend yield 0.0 %

Leases

Leases	12 Months Ended
	Dec. 31, 2022
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 June 30, 2023 The Company recognizes operating lease costs on a straight-line basis over the lease term within Selling, general and administrative expense in the 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 years ended December 31, 2022 and 2021: Year Ended December 31, 2022 2021 Fixed lease expense $ 278 $ 244 Total lease cost $ 278 $ 244 Other information: Cash paid for amounts included in the measurement of lease liabilities $ 257 $ 257 Right-of-use $ 1,936 $ — 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: December 31, December 31, Lease assets Operating lease right-of-use $ 2,052 $ 356 Total lease assets $ 2,052 $ 356 Lease liabilities Current: Operating lease liabilities $ 165 $ 248 Non-current: Operating lease liabilities 1,927 127 Total lease liabilities $ 2,092 $ 375 Weighted-average remaining lease term—operating leases (years) 5.92 1.50 Weighted-average discount rate—operating leases 8.48 % 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 December 31, 2022: 2023 337 2024 448 2025 464 2026 480 2027 497 Thereafter 470 Total lease payments 2,696 Less: Interest (604 ) Present value of lease liabilities $ 2,092

Income Taxes

Income Taxes	12 Months Ended
	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Income Taxes	16. INCOME TAXES Income (loss) before provision for income taxes consisted of the following (in thousands): Year Ended December 31, 2022 2021 Domestic $ 2,221 $ 33,191 Foreign (509 ) (286 ) Income before provision for income taxes $ 1,712 $ 32,905 The income tax provision for the year ended December 31, 2022 and 2021 consists of the following: Year Ended December 31, 2022 2021 Current income tax provision (benefit): Federal $ 749 $ — State and Local 377 286 Foreign 5 — Total current expense (benefit): 1,131 286 Deferred income tax provision (benefit): Federal (714 ) — State and Local (29 ) — Foreign — — Total deferred expense (benefit): (743 ) — Total income tax provision (benefit) $ 388 $ 286 A reconciliation of the federal income tax rate to the Company’s effective tax rate for the year ended December 31, 2022 and 2021 is as follows: Year Ended December 31, 2022 2021 Statutory federal income tax rate 21.00 % 21.00 % State taxes, net of federal benefit 18.20 % 0.87 % Nontaxable partnership income -41.39 % -21.00 % Foreign rate differential -2.71 % 0.00 % Change in valuation allowance 27.55 % 0.00 % 22.65 % 0.87 % The Company’s significant rate reconciliation items are driven primarily by state taxes, permanent differences associated with Holdings’ flowthrough income and the recognition of a valuation allowance. The Company’s net deferred tax assets (liabilities) as of December 31, 2022 and 2021 is as follows: Year Ended December 31, 2022 2021 Deferred tax assets: Outside basis difference in partnership $ 1,173 $ — Net operating loss carryforwards 164 — Intangibles 978 — Total deferred tax assets $ 2,315 $ — Valuation allowance (477 ) — Deferred tax assets, net of allowance $ 1,838 $ — As of December 31, 2022, the Company had a foreign net operating losses of $0.5 million, which begin to expire in 2032. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax assets, projected future taxable income and tax planning strategies in making this assessment. After consideration of all the information available, management has recorded a valuation allowance against the foreign net operating losses and the portion of outside basis difference related to Holdings’ permanent book/tax differences. The calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax laws and regulations for both federal taxes and the many states in which we operate or do business in. ASC 740 states that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, on the basis of the technical merits. We record uncertain tax positions as liabilities in accordance with ASC 740 and adjust these liabilities when our judgment changes as a result of the evaluation of new information not previously available. Because of the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially different from our current estimate of the unrecognized tax benefit liabilities. These differences will be reflected as increases or decreases to income tax expense in the period in which new information is available. As of December 31, 2022 and 2021 we have not recorded any uncertain tax positions in our financial statements. The Company files tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Company is subject to examination by federal and state jurisdictions, where applicable. There are currently no pending tax examinations. The Company’s tax years are still open under statute from December 31, 2019, to the present. The resolution of tax matters is not expected to have a material effect on the Company’s consolidated financial statements.

Net Loss Per Common Share

Net Loss Per Common Share	12 Months Ended
	Dec. 31, 2022
Earnings Per Share [Abstract]
Net Loss Per Common Share	17. NET LOSS PER COMMON SHARE The computation of basic and diluted net loss per common share is based on net loss attributable to Biote stockholders divided by the basic and diluted weighted average number of shares of Class A common stock outstanding, each for the period subsequent to the consummation of the Business Combination. The following table sets forth the computation of net loss per common share: Year Ended December 31, Net loss per common share Numerator: Net loss attributable to biote Corp. stockholders (basic and diluted) $ (969 ) Denominator: Weighted average shares outstanding (basic and diluted) 8,059,371 Net loss per common share Basic $ (0.12 ) Diluted $ (0.12 ) 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 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: Year Ended December 31, RSUs 1,622,840 Stock Options 5,042,628 Class V Voting Stock 48,565,824 Public Warrants 7,937,466 Private Placement Warrants 5,566,666 Earnout Voting Shares 10,000,000 Sponsor Earnout Shares 1,587,500 80,322,924

Commitments and Contingencies

Commitments and Contingencies	12 Months Ended
	Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
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. Then, on March 23, 2023, Donovitz filed an amended answer and counterclaims alleging what appear to be the same as the Donovitz Claims originally filed 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 On August 23, 2022, the defendants filed an answer, which included affirmative defenses to the Company’s claims and certain counterclaims and third-party claims against certain executive officers of the Company. The affirmative defenses included repudiation, fraud, breach of contract, unclean hands, and laches. The counterclaims and third-party claims included claims for fraud, breach of fiduciary duty, breach of contract, and defamation, as well as other related claims. The Company successfully obtained a temporary restraining order to enforce the non-disparagement A jury trial was scheduled to commence on January 3, 2023, to address the Company’s request for a permanent injunction, as well as adjudicate the affirmative defenses, with all remaining claims, counterclaims and third-party claims to be tried at a later date. After the filing of this lawsuit, the Company amended its claim in the Delaware Court of Chancery to also seek an injunction to prevent Donovitz from proceeding with certain of the affirmative defenses, counterclaims, and third-party claims filed by the defendants on August 23, 2022. On November 4, 2022, the Delaware Court of Chancery denied that request for injunctive relief, permitting the Texas lawsuit filed by the Company and all affirmative defenses and claims asserted therein to proceed in Texas. Subsequently, the parties agreed that the trial on the Company’s claim for breach of contract, including its request for a permanent injunction, will be consolidated with a trial on the previously filed counterclaims and third-party claims. Prior to that agreement being reached, Donovitz and Lani Hammonds Donovitz filed an amended pleading which did not include any of their previously asserted affirmative defenses or assert any new affirmative defenses. It was also agreed that if Donovitz and or Lani Hammonds Donovitz seek leave to add any affirmative defenses before the final trial, at most they would be allowed to assert laches, unclean hands or mistake, and only if they can convince the trial court that any or all of those affirmative defenses would have qualified as claims that could have been non suited at the time they filed their amended pleading asserting no affirmative defenses. A jury trial is scheduled to commence on September 11, 2023. The temporary restraining order entered against Gary Donovitz and Lani Hammonds Donovitz remains in effect until the entry of a final judgment. Tax Distributions To the extent the Company has funds legally available, the board of directors will approve distributions to each stockholder on a quarterly basis, in an amount per share that, when added to all other distributions made to such stockholder with respect to the previous calendar year, equals the estimated federal and state income tax liabilities applicable to such stockholder as the result of its, his or her ownership of the units and the associated net taxable income allocated with respect to such units for the previous calendar year.

Related-Party Transactions

Related-Party Transactions	12 Months Ended
	Dec. 31, 2022
Related Party Transactions [Abstract]
Related-Party Transactions	19. 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 $31 and $456 during the years ended December 31, 2022 and 2021, respectively. Amounts due to the firm as of December 31, 2022 and December 31, 2021 were $0 and $0, respectively. 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 $100 and $201 for the years ended December 31, 2022 and 2021, respectively. Amounts due to the former employee were $0 and $0 as of December 31, 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 $458 and $744 for the years ended December 31, 2022 and 2021, respectively. Amounts due from this customer were $0 and $57 as of December 31, 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 $158 and $285 for the years ended December 31, 2022 and 2021, respectively. Amounts due to the former employee were $0 and $0 as of December 31, 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 $1,304 and $888 for the years ended December 31, 2022 and 2021, respectively. Amounts due to the vendor were $151 and $0 as of December 31, 2022 and December 31, 2021, respectively. 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

Subsequent Events

Subsequent Events	12 Months Ended
	Dec. 31, 2022
Subsequent Events [Abstract]
Subsequent Events	20. SUBSEQUENT EVENTS The Company evaluated subsequent events from December 31, 2022, the date of these consolidated financial statements, through March 29, 2023, 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)	12 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
Use of Estimates	Use of Estimates— In the opinion of the Company, the accompanying 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.
Fair Value Measurements	Fair Value Measurements Fair Value Measurements and Disclosures Level 1 Level 2 Level 3 See Note 12 for further detail.
Segment Information	Segment Information
Cash	Cash
Accounts Receivable and Allowance for Doubtful Accounts	Accounts Receivable and Allowance for Doubtful Accounts management has exhausted all reasonable collection efforts are written off through a charge to the valuation allowance and a credit to accounts receivable. 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, 2020 $ (1,157 ) Provisions charged to operating results (240 ) Account write-off (9 ) As of December 31, 2021 (1,406 ) As of December 31, 2021 (1,406 ) Provisions charged to operating results $ 155 Account write-off 277 As of December 31, 2022 $ (974 )
Inventory	Inventory first-in, first-out
Other Current Assets	Other Current Assets December 31, December 31, Prepaid expenses $ 2,939 $ 847 Advances 877 685 Capitalized transaction costs — 3,941 Total other current assets $ 3,816 $ 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.
Property and Equipment, Net	Property and Equipment, Net Estimated Useful Life (in years) Trocars 5 Leasehold improvements Shorter of lease term or useful life of the Office equipment 5 Computer software 3-5 Furniture and fixtures 5-7 Computer equipment 3-5 See Note 6 for further details.
Capitalized Software, Net	Capitalized Software, Net three eight
Impairment of Long-Lived Assets	Impairment of Long-Lived Assets
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”). in-substance non-components) non-lease Entities may elect not to separate lease and non-lease non-lease non-lease
Income Taxes	Income Taxes We recognize deferred tax assets to the extent that we believe that these assets are more likely than not to be realized. In making such a determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning We record uncertain tax positions in accordance with ASC 740 on the basis of a two-step more-likely-than-not We recognize interest and penalties related to unrecognized tax benefits on the income tax expense line in the accompanying consolidated statements of income and comprehensive income.
Debt Issuance Costs	Debt Issuance Costs ethod.
Warrant Liabilities	Warrant Liabilities Distinguishing Liabilities from Equity Derivatives and Hedging meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. 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
Stockholders' Equity (Deficit)	Stockholders’ Equity (Deficit) non-voting non-voting 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-voting) 903,079 903,079 Class AAA (Non-voting) 60,000 60,000 Class AAAA (Non-voting 33,397 3,000 Total 1,013,197 982,800 As of December 31, 2022, the following shares of common stock were issued and outstanding: December 31, 2022 Stockholders’ Equity Issued Outstanding Class A common stock 11,242,887 9,655,387 Class B common stock — — Class V voting stock 58,565,824 48,565,824 Total 69,808,711 58,221,211 The Company made operating distributions to Members of Holdings and taxing authorities on the Members’ behalf totaling $12,886 and $11,402 during the years ended December 31, 2022 and 2021, respectively.
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 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 year ended December 31, 2022, the Company sold 105,559 shares to Yorkville under the SEPA for cash proceeds of $442.
Noncontrolling Interest	Noncontrolling Interest “Up-C”
Revenue Recognition	Revenue Recognition Update No. 2014-09, Revenue from Contracts with Customers 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 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 4: Revenue Recognition. As of the years ended December 31, 2022 and 2021, the Company had allocated $104 and $67 respectively, of consideration to the unsatisfied initial training obligations, and $1,655 and $1,393, 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. As of the years ended December 31, 2022 and 2021 the amount of consideration allocated to contract-term services presented within deferred revenue was $1,028 and $849, respectively, and the amount presented within deferred revenue, long-term was $627 and $544, 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. As of the years ended December 31, 2022 and 2021 the amount of these premiums within deferred revenue was $833 and $789, respectively, and the amount within deferred revenue, long-term was $299 and $258, 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, 2022 and 2021. 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, 2022 and 2021, respectively. A reconciliation of the beginning and ending contract liabilities is included within Note 4: Revenue Recognition.
Cost of Revenue	Cost of Revenue co-packers,
Marketing	Marketing Mark
Selling, General, and Administrative	Selling, General, and Administrative atters.
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 During the years ended December 31, 2022 and 2021, the Company made $915 and $335, respectively, in safe harbor contributions under the 401(k) Plan, which are presented within Selling, general and administrative expense in the consolidated statements of income and comprehensive income.
Share-Based Compensation	Share-Based Compensation Compensation—Stock Compensation equity. The Company has elected to recognize forfeitures at the time they occur. The fair value of the equity awards was determined using a Monte-Carlo simulation as of the grant date. The awards begin to vest on the date of a change in control or qualifying event. The Business Combination constituted such a qualifying event triggering the performance condition in the awards. No compensation cost was recognized historically until the Closing of the Business Combination as a qualifying event was not previously deemed probable to occur. See Note 14 for further details.
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. For the years ended December 31, 2022 and 2021 commissions paid under this program were $1,098 and $1,738, respectively.
Concentrations	Concentrations As of December 31, 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 94% for the years ended December 31, 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 years ended December 31, 2022 and 2021. The Company did not have any customers that accounted for more than 10% of the outstanding gross accounts receivable as of December 31, 2022 or December 31, 2021.
Recently Adopted and 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) 815-40): 2020-06”). ASU 2020-06 2020-06

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	12 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
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, 2020 $ (1,157 ) Provisions charged to operating results (240 ) Account write-off (9 ) As of December 31, 2021 (1,406 ) As of December 31, 2021 (1,406 ) Provisions charged to operating results $ 155 Account write-off 277 As of December 31, 2022 $ (974 )
Summary of Total Other Current Assets	As of December 31, 2022 and December 31, 2021, the Company’s total other current assets consist of the following: December 31, December 31, Prepaid expenses $ 2,939 $ 847 Advances 877 685 Capitalized transaction costs — 3,941 Total other current assets $ 3,816 $ 5,473
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 life of the Office equipment 5 Computer software 3-5 Furniture and fixtures 5-7 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-voting) 903,079 903,079 Class AAA (Non-voting) 60,000 60,000 Class AAAA (Non-voting 33,397 3,000 Total 1,013,197 982,800
Summary of Common Stock Issued and Outstanding	As of December 31, 2022, the following shares of common stock were issued and outstanding: December 31, 2022 Stockholders’ Equity Issued Outstanding Class A common stock 11,242,887 9,655,387 Class B common stock — — Class V voting stock 58,565,824 48,565,824 Total 69,808,711 58,221,211

Revenue Recognition (Tables)

Revenue Recognition (Tables)	12 Months Ended
	Dec. 31, 2022
Revenue from Contract with Customer [Abstract]
Schedule of Revenues Recognized	Revenue recognized for each revenue stream is as follows: Financial Statement Caption Revenue Stream Year Ended December 31, 2022 2021 Product revenue: Pellet procedures $ 128,952 $ 109,465 Dietary supplements 32,412 27,241 Disposable trocars 1,698 860 Shipping fees 71 32 Total product revenue 163,133 137,598 Service revenue: Training 973 859 Contract-term services 851 939 Total service revenue 1,824 1,798 Total revenue $ 164,957 $ 139,396 Revenue recognized by geographic region is as follows: Financial Statement Caption Country For the Year Ended 2022 2021 Product revenue: United States $ 162,742 $ 137,349 All other 391 249 Total product revenue 163,133 137,598 Service revenue: United States 1,781 1,798 All other 43 — Total service revenue 1,824 1,798 Total revenue $ 164,957 $ 139,396
Summary of Significant Changes in Contract Liability Balances	Significant changes in contract liability balances are as follows: Year Ended December 31, 2022 2021 Description of change Deferred Deferred Long-term Deferred Deferred Long-term Revenue recognized that was included in the contract liability balance at the beginning of the period $ (1,710 ) $ — $ (2,048 ) $ — Increases due to cash received, excluding amounts recognized as revenue during the period 1,342 760 1,022 652 Transfers between current and non-current 460 (460 ) 697 (697 ) Total increase (decrease) in contract liabilities $ 92 $ 300 $ (329 ) $ (45 )
Summary of Consideration Allocated to Performance Obligations	Consideration allocated to performance obligations are as follows: December 31, December 31, Unsatisfied training obligations—Current $ 104 $ 67 Unsatisfied contract-term services—Current 1,028 849 Unsatisfied contract-term services—Long-term 627 544 Total allocated to unsatisfied contract-term services 1,655 1,393 Unsatisfied pellet procedures—Current 833 789 Unsatisfied pellet procedures—Long-term 299 258 Total allocated to unsatisfied pellet procedures 1,132 1,047 Total deferred revenue—Current $ 1,965 $ 1,705 Total deferred revenue—Long-term $ 926 $ 802

Inventory, Net (Tables)

Inventory, Net (Tables)	12 Months Ended
	Dec. 31, 2022
Inventory Disclosure [Abstract]
Schedule of Inventory, Net	Inventory, net consists of the following: December 31, December 31, Product inventory—Pellets $ 6,213 $ 6,318 Less: Obsolete and expired pellet allowance (1,298 ) (1,356 ) Pellet inventory, net 4,915 4,962 Product inventory—Dietary supplements 6,283 4,849 Less: Obsolete and expired dietary supplement allowance (15 ) (196 ) Dietary supplement inventory, net 6,268 4,653 Inventory, net $ 11,183 $ 9,615

Property and Equipment, Net (Ta

Property and Equipment, Net (Tables)	12 Months Ended
	Dec. 31, 2022
Property, Plant and Equipment [Abstract]
Schedule of Property and Equipment, Net	Property and equipment, net consists of the following: December 31, 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 102 97 Construction in process — 705 Property and equipment 6,314 5,981 Less: Accumulated depreciation (4,810 ) (3,646 ) Property and equipment, net $ 1,504 $ 2,335

Capitalized Software, Net (Tabl

Capitalized Software, Net (Tables)	12 Months Ended
	Dec. 31, 2022
Research and Development [Abstract]
Summary of Capitalized Software, Net	Capitalized software, net consists of the following: December 31, December 31, Website costs $ 4,142 $ 3,571 Development in process 3,277 2,294 Less: Accumulated amortization (2,346 ) (1,311 ) Capitalized software, net $ 5,073 $ 4,554

Accrued Expenses (Tables)

Accrued Expenses (Tables)	12 Months Ended
	Dec. 31, 2022
Payables and Accruals [Abstract]
Schedule of Accrued Expenses	Accrued expenses consist of the following: December 31, December 31, Accrued professional fees $ 354 $ 1,192 Accrued employee-related costs 4,221 2,213 Accrued merchant fees — 184 Accrued interest — 27 Legal accrual — 1,302 Other 1,699 1,093 Accrued expenses $ 6,274 $ 6,011

Long-Term Debt (Tables)

Long-Term Debt (Tables)	12 Months Ended
	Dec. 31, 2022
Debt Disclosure [Abstract]
Schedule of Outstanding Debt	The outstanding debt as of December 31, 2022 and 2021 is classified in the consolidated balance sheets as follows: December 31, December 31, Term loan $ 121,875 $ 37,500 Less: Current portion (6,250 ) (5,000 ) $ 115,625 $ 32,500 Less: Unamortized debt issuance costs (3,539 ) (537 ) Term loan, net of current portion $ 112,086 $ 31,963
Schedule of Future Maturities of Long-term Debt	Future maturities of long-term debt, excluding debt issuance costs, are as follows: 2023 6,250 2024 6,250 2025 6,250 2026 6,250 2027 96,875 $ 121,875

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	12 Months Ended
	Dec. 31, 2022
Fair Value Disclosures [Abstract]
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 December 31, 2022 Level 1 Level 2 Level 3 Total Liabilities: Public Warrants $ 2,381 $ — $ — $ 2,381 Private Placement Warrants — — 1,723 1,723 Earnout liability — — 32,110 32,110 Fair Value Measurements as of May 26, 2022 Level 1 Level 2 Level 3 Total Liabilities: Public Warrants $ 5,397 $ — $ — $ 5,397 Private Placement Warrants — — 3,834 3,834 Earnout liability — — 93,880 93,880
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 December 31, 2022 and the Closing Date: As of December 31, 2022 May 26, 2022 Stock price $ 3.73 $ 9.02 Exercise price $ 11.50 $ 11.50 Risk-free rate 4.0 % 2.7 % Volatility 42.2 % 13.4 % Term (in years) 4.4 5.0 The following table provides the significant inputs to the Monte Carlo simulation for the fair value of the Earnout liability as of December 31, 2022 and the Closing Date, the date of initial measurement: As of December 31, May 26, Stock price $ 3.73 $ 9.02 Risk-free rate 4.1 % 2.7 % Volatility 70.0 % 60.0 % Term (in years) 4.4 5.0
Summary of Changes in the Fair Value of Company's Level 3 Financial Instruments	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 December 31, 2022 and the Closing Date, the date of initial measurement: Private Warrants Earnout Total Fair value as of May 26, 2022 (initial measurement) $ 3,834 $ 93,880 $ 97,714 Gain from change in fair value (2,111 ) (61,770 ) (63,881 ) Fair value as of December 31, 2022 $ 1,723 $ 32,110 $ 33,833

Share-Based Compensation (Table

Share-Based Compensation (Tables)	12 Months Ended
	Dec. 31, 2022
Share-Based Payment Arrangement [Abstract]
Summary of Restricted Stock Unit Activity	The following table summarizes RSU activity during the year ended December 31, 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 (2,053,700 ) $ 8.24 RSUs outstanding at December 31, 2022 1,622,840 $ 9.41
Summary of Stock Option Activity	The following table summarizes stock option activity during the year ended December 31, 2022: Shares Weighted- Exercise Price Weighted- Remaining Contractual (Years) Options outstanding at December 31, 2021 — $ — — Granted 5,165,328 $ 3.86 Forfeited (122,700 ) $ 3.73 Options outstanding at December 31, 2022 5,042,628 $ 3.86 9.5 Options exercisable December 31, 2022 131,461 $ 3.99 2.1
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 year ended December 31, 2022 were as follows: Expected term (in years) 6.0 Volatility 60.0 % Risk-free rate 3.5 % Dividend yield 0.0 %

Leases (Tables)

Leases (Tables)	12 Months Ended
	Dec. 31, 2022
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 years ended December 31, 2022 and 2021: Year Ended December 31, 2022 2021 Fixed lease expense $ 278 $ 244 Total lease cost $ 278 $ 244 Other information: Cash paid for amounts included in the measurement of lease liabilities $ 257 $ 257 Right-of-use $ 1,936 $ —
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: December 31, December 31, Lease assets Operating lease right-of-use $ 2,052 $ 356 Total lease assets $ 2,052 $ 356 Lease liabilities Current: Operating lease liabilities $ 165 $ 248 Non-current: Operating lease liabilities 1,927 127 Total lease liabilities $ 2,092 $ 375 Weighted-average remaining lease term—operating leases (years) 5.92 1.50 Weighted-average discount rate—operating leases 8.48 % 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 December 31, 2022: 2023 337 2024 448 2025 464 2026 480 2027 497 Thereafter 470 Total lease payments 2,696 Less: Interest (604 ) Present value of lease liabilities $ 2,092

Income Taxes (Tables)

Income Taxes (Tables)	12 Months Ended
	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Schedule of Income (Loss) Before Provision for Income Taxes	Income (loss) before provision for income taxes consisted of the following (in thousands): Year Ended December 31, 2022 2021 Domestic $ 2,221 $ 33,191 Foreign (509 ) (286 ) Income before provision for income taxes $ 1,712 $ 32,905
Schedule of Income Tax Provision	The income tax provision for the year ended December 31, 2022 and 2021 consists of the following: Year Ended December 31, 2022 2021 Current income tax provision (benefit): Federal $ 749 $ — State and Local 377 286 Foreign 5 — Total current expense (benefit): 1,131 286 Deferred income tax provision (benefit): Federal (714 ) — State and Local (29 ) — Foreign — — Total deferred expense (benefit): (743 ) — Total income tax provision (benefit) $ 388 $ 286
Schedule of Reconciliation of the Federal Income Tax Rate to the Company Effective Tax Rate	A reconciliation of the federal income tax rate to the Company’s effective tax rate for the year ended December 31, 2022 and 2021 is as follows: Year Ended December 31, 2022 2021 Statutory federal income tax rate 21.00 % 21.00 % State taxes, net of federal benefit 18.20 % 0.87 % Nontaxable partnership income -41.39 % -21.00 % Foreign rate differential -2.71 % 0.00 % Change in valuation allowance 27.55 % 0.00 % 22.65 % 0.87 %
Schedule of Deferred Tax Assets and Liabilities	The Company’s net deferred tax assets (liabilities) as of December 31, 2022 and 2021 is as follows: Year Ended December 31, 2022 2021 Deferred tax assets: Outside basis difference in partnership $ 1,173 $ — Net operating loss carryforwards 164 — Intangibles 978 — Total deferred tax assets $ 2,315 $ — Valuation allowance (477 ) — Deferred tax assets, net of allowance $ 1,838 $ —

Net Loss Per Common Share (Tabl

Net Loss Per Common Share (Tables)	12 Months Ended
	Dec. 31, 2022
Earnings Per Share [Abstract]
Schedule of Computation of Net Loss Per Common Share	The following table sets forth the computation of net loss per common share: Year Ended December 31, Net loss per common share Numerator: Net loss attributable to biote Corp. stockholders (basic and diluted) $ (969 ) Denominator: Weighted average shares outstanding (basic and diluted) 8,059,371 Net loss per common share Basic $ (0.12 ) Diluted $ (0.12 )
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: Year Ended December 31, RSUs 1,622,840 Stock Options 5,042,628 Class V Voting Stock 48,565,824 Public Warrants 7,937,466 Private Placement Warrants 5,566,666 Earnout Voting Shares 10,000,000 Sponsor Earnout Shares 1,587,500 80,322,924

Summary of Significant Accoun_4

Summary of Significant Accounting Policies - Additional Information (Details) $ in Thousands		12 Months Ended
	Jul. 27, 2022 USD ($) shares	Dec. 31, 2022 USD ($) SEGMENT CUSTOMER vendor shares	Dec. 31, 2021 USD ($) vendor CUSTOMER shares
Product Information [Line Items]
Number of operating segment | SEGMENT		1
Number of reportable segment | SEGMENT		1
Impairment charge of long-lived assets		$ 0	$ 0
Operating distribution to members of holdings and taxing authorities		$ 12,886	11,402
Consecutive trading days	3 days
Maximum value of daily volume traded threshold percentage		0%
Common stock, shares issued | shares		69,808,711
Contract with customers liability current		$ 1,965	1,705
Contract with customers liability non current		926	802
Expected returns and refunds to customers		$ 0	$ 0
Number of vendors | vendor		3	3
Number of customers accounted for 10% of total revenue | CUSTOMER		0	0
Number of customers accounted for 10% of accounts receivable | CUSTOMER		0	0
Sales commission		$ 974	$ 2,056
Incremental costs to fulfill contract with customers		$ 1,098	$ 1,738
Minimum
Product Information [Line Items]
Capitalized software estimated useful lives		3 years
Maximum
Product Information [Line Items]
Capitalized software estimated useful lives		8 years
Class A Common Stock
Product Information [Line Items]
Common stock, shares issued | shares		11,242,887	0
Standby Equity Purchase Agreement
Product Information [Line Items]
Percentage of common stock purchase price	97%
Termination period of purchase agreement	36 months
Mandatory minimum amount for individual advance	$ 0
Maximum value of daily volume traded threshold percentage	30%
Shares sold | shares		105,559
Proceeds from settlement of SEPA		$ 442
Standby Equity Purchase Agreement | Maximum
Product Information [Line Items]
Common stock, shares issued | shares	5,000,000
Standby Equity Purchase Agreement | Class A Common Stock
Product Information [Line Items]
Common stock, shares issued | shares	1,000,000
Standby Equity Purchase Agreement | Yorkville
Product Information [Line Items]
Common stock, shares issued | shares	25,000
ASU 2019-12
Product Information [Line Items]
Change in Accounting Principle, Accounting Standards Update, Adoption Date		Jan. 01, 2022
Change in Accounting Principle, Accounting Standards Update, Adopted [true false]		true
Change in Accounting Principle, Accounting Standards Update, Immaterial Effect [true false]		true
401(k) Plan
Product Information [Line Items]
Compensation expense		$ 915
Employer Safe Harbor non-elective contribution percentage		3%
Employer Safe Harbor contribution amount			$ 335
Outstanding Debt and Available Line of Credit | Liabilities
Product Information [Line Items]
Concentration risk percentage		100%
Biote Method Customer
Product Information [Line Items]
Sales commission		$ 124	317
Biote Method Customer | Service Revenue | Training
Product Information [Line Items]
Revenue remaining performance obligation		104	67
Biote Method Customer | Service Revenue | Contract Term Services
Product Information [Line Items]
Revenue remaining performance obligation		1,655	1,393
Contract with customers liability current		1,028	849
Contract with customers liability non current		627	544
Biote Method Customer | Product Revenue | Pallet Procedures
Product Information [Line Items]
Contract with customers liability current		833	789
Contract with customers liability non current		$ 299	$ 258
Inventory | Vendor Concentration | Assets
Product Information [Line Items]
Concentration risk percentage		87%	94%
Class A (Voting)
Product Information [Line Items]
Common units voting rights percentage		100%

Summary of Significant Accoun_5

Summary of Significant Accounting Policies - Summary of Rollforward of the Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Accounting Policies [Abstract]
Beginning balance	$ (1,406)	$ (1,157)
Provisions charged to operating results	155	(240)
Account write-off and recoveries	277	(9)
Ending balance	$ (974)	$ (1,406)

Summary of Significant Accoun_6

Summary of Significant Accounting Policies - Summary of Total Other Current Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Prepaid Expense and Other Assets, Current [Abstract]
Prepaid expenses	$ 2,939	$ 847
Advances	877	685
Capitalized transaction costs		3,941
Total other current assets	$ 3,816	$ 5,473

Summary of Significant Accoun_7

Summary of Significant Accounting Policies - Summary of Estimated Useful Lives of Property and Equipment (Details)	12 Months Ended
	Dec. 31, 2022
Trocars
Property, Plant and Equipment [Line Items]
Estimated Useful Life (in years)	5 years
Leasehold Improvements
Property, Plant and Equipment [Line Items]
Estimated Useful Life	Shorter of lease term or useful life of the improvement
Office Equipment
Property, Plant and Equipment [Line Items]
Estimated Useful Life (in years)	5 years
Computer software | Minimum
Property, Plant and Equipment [Line Items]
Estimated Useful Life (in years)	3 years
Computer software | Maximum
Property, Plant and Equipment [Line Items]
Estimated Useful Life (in years)	5 years
Furniture and Fixtures | Minimum
Property, Plant and Equipment [Line Items]
Estimated Useful Life (in years)	5 years
Furniture and Fixtures | Maximum
Property, Plant and Equipment [Line Items]
Estimated Useful Life (in years)	7 years
Computer Equipment | Minimum
Property, Plant and Equipment [Line Items]
Estimated Useful Life (in years)	3 years
Computer Equipment | Maximum
Property, Plant and Equipment [Line Items]
Estimated Useful Life (in years)	5 years

Summary of Significant Accoun_8

Summary of Significant Accounting Policies - Summary of Members' Equity Units Issued and Outstanding (Details)	Dec. 31, 2021 shares
Capital Unit [Line Items]
Common units, issued	1,013,197
Common units, outstanding	982,800
Class A (Voting)
Capital Unit [Line Items]
Common units, issued	16,721
Common units, outstanding	16,721
Class AA (Non-voting)
Capital Unit [Line Items]
Common units, issued	903,079
Common units, outstanding	903,079
Class AAA (Non-voting)
Capital Unit [Line Items]
Common units, issued	60,000
Common units, outstanding	60,000
Class AAAA (Non-voting incentive units)
Capital Unit [Line Items]
Common units, issued	33,397
Common units, outstanding	3,000

Summary of Significant Accoun_9

Summary of Significant Accounting Policies - Summary of Common Stock Issued and Outstanding (Details) - shares	Dec. 31, 2022	Dec. 31, 2021
Class of Stock [Line Items]
Common stock, shares issued	69,808,711
Common stock, shares outstanding	58,221,211
Class A Common Stock
Class of Stock [Line Items]
Common stock, shares issued	11,242,887	0
Common stock, shares outstanding	9,655,387	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 ($)		12 Months Ended
	Dec. 13, 2021	Dec. 31, 2022	May 26, 2022	Dec. 31, 2021
Biote Units
Business Acquisition [Line Items]
Business combination consideration transferred		$ 0
Business combination, consideration in cash	$ 137,300,000
Received aggregate proceeds amount	$ 125,000,000
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
Business combination number of share issued	30,525,729
Class A Common Stock | Biote Units
Business Acquisition [Line Items]
Business combination consideration transferred	$ 9,161,771
Business combination, consideration in cash	$ 305,500,000
Class A Common Stock | Haymaker III | Other Business Combination
Business Acquisition [Line Items]
Common Stock Transfers Threshold Trading Days	30 days
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	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Disaggregation of Revenue [Line Items]
Total revenue	$ 164,957	$ 139,396
Pellet Procedures Product Revenue
Disaggregation of Revenue [Line Items]
Total revenue	128,952	109,465
Dietary Supplements
Disaggregation of Revenue [Line Items]
Total revenue	32,412	27,241
Disposable Trocars Product Revenue
Disaggregation of Revenue [Line Items]
Total revenue	1,698	860
Shipping Fees Product Revenue
Disaggregation of Revenue [Line Items]
Total revenue	71	32
Product Revenue
Disaggregation of Revenue [Line Items]
Total revenue	163,133	137,598
Training Service Revenue
Disaggregation of Revenue [Line Items]
Total revenue	973	859
Contract-Term Services Revenue
Disaggregation of Revenue [Line Items]
Total revenue	851	939
Service Revenue
Disaggregation of Revenue [Line Items]
Total revenue	$ 1,824	$ 1,798

Revenue Recognition - Schedul_2

Revenue Recognition - Schedule of Revenues Recognized by Geographic Region (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Disaggregation of Revenue [Line Items]
Total revenue	$ 164,957	$ 139,396
Product Revenue
Disaggregation of Revenue [Line Items]
Total revenue	163,133	137,598
Product Revenue | United States
Disaggregation of Revenue [Line Items]
Total revenue	162,742	137,349
Product Revenue | All Other
Disaggregation of Revenue [Line Items]
Total revenue	391	249
Service Revenue
Disaggregation of Revenue [Line Items]
Total revenue	1,824	1,798
Service Revenue | United States
Disaggregation of Revenue [Line Items]
Total revenue	1,781	$ 1,798
Service Revenue | All Other
Disaggregation of Revenue [Line Items]
Total revenue	$ 43

Revenue Recognition - Summary o

Revenue Recognition - Summary of Significant Changes in Contract Liability Balances (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Deferred Revenue
Disaggregation of Revenue [Line Items]
Revenue recognized that was included in the contract liability balance at the beginning of the period	$ (1,710)	$ (2,048)
Increases due to cash received, excluding amounts recognized as revenue during the period	1,342	1,022
Transfers between current and non-current liabilities due to the expected revenue recognition period	460	697
Total increase(decrease) in contract liabilities	92	(329)
Deferred Revenue, Long-term
Disaggregation of Revenue [Line Items]
Increases due to cash received, excluding amounts recognized as revenue during the period	760	652
Transfers between current and non-current liabilities due to the expected revenue recognition period	(460)	(697)
Total increase(decrease) in contract liabilities	$ 300	$ (45)

Revenue Recognition - Summary_2

Revenue Recognition - Summary of Consideration Allocated to Performance Obligations (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Disaggregation of Revenue [Line Items]
Contract with customers liability current	$ 1,965	$ 1,705
Deferred revenue, net of current portion	926	802
Unsatisfied Training Obligations
Disaggregation of Revenue [Line Items]
Contract with customers liability current	104	67
Unsatisfied Contract-term Services
Disaggregation of Revenue [Line Items]
Contract with customers liability current	1,028	849
Deferred revenue, net of current portion	627	544
Total Deferred Revenue	1,655	1,393
Unsatisfied Pellet Procedures
Disaggregation of Revenue [Line Items]
Contract with customers liability current	833	789
Deferred revenue, net of current portion	299	258
Total Deferred Revenue	$ 1,132	$ 1,047

Revenue Recognition - Additiona

Revenue Recognition - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Revenue from Contract with Customer [Abstract]
Reduction of revenue	$ 0	$ 0

Inventory, Net - Schedule of In

Inventory, Net - Schedule of Inventory, Net (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Inventory [Line Items]
Net Inventory	$ 11,183	$ 9,615
Product | Pellets
Inventory [Line Items]
Inventory, gross	6,213	6,318
Obsolete and expired allowance	(1,298)	(1,356)
Net Inventory	4,915	4,962
Product | Dietary Supplements
Inventory [Line Items]
Inventory, gross	6,283	4,849
Obsolete and expired allowance	(15)	(196)
Net Inventory	$ 6,268	$ 4,653

Property and Equipment, Net - S

Property and Equipment, Net - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 6,314	$ 5,981
Less: Accumulated depreciation	(4,810)	(3,646)
Property and equipment, net	1,504	2,335
Trocars
Property, Plant and Equipment [Line Items]
Property and equipment, gross	4,645	4,448
Leasehold Improvements
Property, Plant and Equipment [Line Items]
Property and equipment, gross	1,028	254
Office Equipment
Property, Plant and Equipment [Line Items]
Property and equipment, gross	238	223
Computer Software
Property, Plant and Equipment [Line Items]
Property and equipment, gross	140	135
Furniture and Fixtures
Property, Plant and Equipment [Line Items]
Property and equipment, gross	161	119
Computer Equipment
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 102	97
Construction in Progress
Property, Plant and Equipment [Line Items]
Property and equipment, gross		$ 705

Property and Equipment, Net - A

Property and Equipment, Net - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 1,164	$ 713

Capitalized Software, Net - Sum

Capitalized Software, Net - Summary of Capitalized Software, Net (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Research and Development [Abstract]
Website costs	$ 4,142	$ 3,571
Development in Process	3,277	2,294
Less: Accumulated amortization	(2,346)	(1,311)
Capitalized software, net	$ 5,073	$ 4,554

Capitalized Software, Net - Add

Capitalized Software, Net - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Research and Development [Abstract]
Amortization expense	$ 1,035	$ 687

Accrued Expenses - Schedule of

Accrued Expenses - Schedule of Accrued Expenses (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Payables and Accruals [Abstract]
Accrued professional fees	$ 354	$ 1,192
Accrued employee related costs	4,221	2,213
Accrued merchant fees		184
Accrued interest		27
Legal accrual		1,302
Other	1,699	1,093
Accrued expenses	$ 6,274	$ 6,011

Long-Term Debt - Additional Inf

Long-Term Debt - Additional Information (Details) - USD ($)		1 Months Ended	12 Months Ended
	May 26, 2022	May 31, 2019	Dec. 31, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Outstanding principal amount of term loan			$ 121,875,000
Amortization expense related to debt issuance costs			589,000	$ 222,000
Loss from extinguishment of debt			$ (445,000)
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	37,500,000
Line of credit facility, maximum borrowing capacity			$ 10,000,000
Line of credit facility maturity month and year			2024-05
Line of credit drawn			$ 0	0
Interest expense		$ 1,108,000
Amortization expense related to debt issuance costs			91,000	222,000
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			6.92%
Periodic payments			$ 1,563,000
Frequency of periodic payments			quarterly
Outstanding principal amount of term loan			$ 121,875,000
Term loan maturity date			May 26, 2027
Proceeds from line of credit			$ 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 December 31, 2022.
Company incurred lender's fees and related attorney's fees	$ 4,036,000
Amortization expense related to debt issuance costs			$ 498,000
Line of Credit | Truist Term Loan | Minimum
Debt Instrument [Line Items]
Fixed charge coverage ratio			1.25
Line of Credit | Truist Term Loan | Leverage Ratio with Respect to September 30, 2022 through March 31, 2023 | Maximum
Debt Instrument [Line Items]
Net leverage ratio			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
Line of Credit | Truist Term Loan | Leverage Ratio, Thereafter | Maximum
Debt Instrument [Line Items]
Net leverage ratio			3.75
Line of Credit | Truist Term Loan | SOFR Rate | Minimum
Debt Instrument [Line Items]
Debt instrument, applicable margin rate	2.50%
Line of Credit | Truist Term Loan | SOFR Rate | Maximum
Debt Instrument [Line Items]
Debt instrument, applicable margin rate	2.75%
Line of Credit | Truist Term Loan | Base Rate | Minimum
Debt Instrument [Line Items]
Debt instrument, applicable margin rate	1.50%
Line of Credit | Truist Term Loan | Base Rate | Maximum
Debt Instrument [Line Items]
Debt instrument, applicable margin rate	1.75%
Line of Credit | Bank of America Term Loan and Truist Term Loan
Debt Instrument [Line Items]
Amortization expense related to debt issuance costs			$ 589,000	$ 222,000
Revolving Credit Facility | Truist Term Loan
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing capacity			$ 50,000,000

Long-Term Debt - Schedule of Ou

Long-Term Debt - Schedule of Outstanding Debt (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Debt Disclosure [Abstract]
Term loan	$ 121,875	$ 37,500
Less: Current portion	(6,250)	(5,000)
Team loan non-current portion gross	115,625	32,500
Less: unamortized deferred financing costs	(3,539)	(537)
Term loan, net of current portion	$ 112,086	$ 31,963

Long-Term Debt - Schedule of Fu

Long-Term Debt - Schedule of Future Maturities of Long-term Debt (Details) $ in Thousands	Dec. 31, 2022 USD ($)
Debt Disclosure [Abstract]
2023	$ 6,250
2024	6,250
2025	6,250
2026	6,250
2027	96,875
Long-term debt	$ 121,875

Warrant Liability - Additional

Warrant Liability - Additional Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 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.
Haymaker III
Class of Warrant or Right [Line Items]
Exercise price of warrants or rights outstanding	$ 11.5
Warrants and rights expire date	May 26, 2027
Warrants and rights outstanding term	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
Number of consecutive trading days for determining the share price	30 days
Public warrants redeemed		$ 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
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
Public Warrants Member | Haymaker III
Class of Warrant or Right [Line Items]
Number of warrants or rights outstanding	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
Share Price	$ 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
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
Class of warrant or right exercise price adjustment percentage higher of market value	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
Share redemption trigger price	$ 9.2
Minimum gross proceeds required from issuance of equity	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%
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
Common Class A | Private Placement Warrants | Haymaker III
Class of Warrant or Right [Line Items]
Shares issued, price per share	$ 11.5

Earnout Liability - Additional

Earnout Liability - Additional Information (Details) - Business Combination	12 Months Ended
	Dec. 31, 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 15.00 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 17.50 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 12.50 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	Dec. 31, 2022	May 26, 2022
Schedule Of Changes In The Fair Value Of Warrant Liabilities [Line Items]
Liability	$ 33,833	$ 97,714
Public Warrants
Schedule Of Changes In The Fair Value Of Warrant Liabilities [Line Items]
Liability	2,381	5,397
Public Warrants | Level 1
Schedule Of Changes In The Fair Value Of Warrant Liabilities [Line Items]
Liability	2,381	5,397
Private Placement Warrants
Schedule Of Changes In The Fair Value Of Warrant Liabilities [Line Items]
Liability	1,723	3,834
Private Placement Warrants | Level 3
Schedule Of Changes In The Fair Value Of Warrant Liabilities [Line Items]
Liability	1,723	3,834
Earnout Liability
Schedule Of Changes In The Fair Value Of Warrant Liabilities [Line Items]
Liability	32,110	93,880
Earnout Liability | Level 3
Schedule Of Changes In The Fair Value Of Warrant Liabilities [Line Items]
Liability	$ 32,110	$ 93,880

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	Dec. 31, 2022 $ / shares	May 26, 2022 $ / shares
Stock Price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Sale of Stock, Price Per Share	$ 3.73	$ 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	0.04	0.027
Volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding measurement input	0.422	0.134
Term (in years)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and rights outstanding term	4 years 4 months 24 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	Dec. 31, 2022 $ / shares	May 26, 2022 $ / shares
Stock Price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Sale of stock price per share	$ 3.73	$ 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 4 months 24 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	7 Months Ended
	Dec. 31, 2022 USD ($)
Schedule Of Changes In The Fair Value Of Warrant Liabilities [Line Items]
Fair value as of May 26, 2022 (initial measurement)	$ 97,714
Gain from change in fair value	(63,881)
Fair value as of December 31, 2022	33,833
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	(2,111)
Fair value as of December 31, 2022	1,723
Earnout Liability
Schedule Of Changes In The Fair Value Of Warrant Liabilities [Line Items]
Fair value as of May 26, 2022 (initial measurement)	93,880
Gain from change in fair value	(61,770)
Fair value as of December 31, 2022	$ 32,110

Noncontrolling Interest - Addit

Noncontrolling Interest - Additional Information (Details)	12 Months Ended
	Dec. 31, 2022 VOTE shares	May 26, 2022
Class V Common Stock
Noncontrolling Interest [Line Items]
Issuance of shares under SEPA, shares | 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	16.60%	13.50%

Share-Based Compensation - Addi

Share-Based Compensation - Additional Information (Details) - USD ($) $ in Thousands		1 Months Ended		2 Months Ended	12 Months Ended
	May 26, 2022	Jun. 30, 2022	Jun. 30, 2022	May 26, 2022	Dec. 31, 2022	Dec. 31, 2021
Incentive Units
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Compensation expense	$ 50,026			$ 0
Phantom Equity Rights
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Compensation expense	4,339			0
Settlement of phantom equity rights	$ 7,250			$ 7,250
Phantom equity rights replaced with restricted stock units	3,887,750
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 | Maximum
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Awards vesting period			2 years		2 years
2022 Equity Incentive Plan | RSUs
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Compensation expense					$ 26,647
Unrecognized compensation expense					$ 3,688
Unrecognized compensation expense, expected to be recognized, weighted-average remaining vesting period					1 year
2022 Equity Incentive Plan | Stock Options
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Compensation expense					$ 1,168
Unrecognized compensation expense					$ 10,156
Unrecognized compensation expense, expected to be recognized, weighted-average remaining vesting period					3 years 4 months 24 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

Share-Based Compensation - Summ

Share-Based Compensation - Summary of Restricted Stock Unit Activity (Details) - RSUs - 2022 Equity Incentive Plan	12 Months Ended
	Dec. 31, 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	(2,053,700)
Shares, RSUs Outstanding, Ending balance | shares	1,622,840
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	8.24
Weighted-Average Grant-Date Fair Value, RSUs Outstanding, Ending balance | $ / shares	$ 9.41

Share-Based Compensation - Su_2

Share-Based Compensation - Summary of Stock Option Activity (Details) - 2022 Equity Incentive Plan	12 Months Ended
	Dec. 31, 2022 $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock Options, Granted | shares	5,165,328
Stock Options, Forfeited | shares	(122,700)
Stock Options Outstanding, Ending Balance | shares	5,042,628
Stock Options, Exercisable | shares	131,461
Weighted-Average Exercise Price, Granted | $ / shares	$ 3.86
Weighted-Average Exercise Price, Forfeited | $ / shares	3.73
Weighted-Average Exercise Price Outstanding, Ending Balance | $ / shares	3.86
Weighted-Average Exercise Price, Exercisable | $ / shares	$ 3.99
Weighted-Average Remaining Contractual Term (Years)	9 years 6 months
Weighted-Average Remaining Contractual Term (Years), Exercisable	2 years 1 month 6 days

Share-Based Compensation - Su_3

Share-Based Compensation - Summary of Weighted-Average Assumptions used to Estimate Fair Value of Stock Options Granted (Details) - 2022 Equity Incentive Plan	12 Months Ended
	Dec. 31, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected term (in years)	6 years
Volatility	60%
Risk-free rate	3.50%
Dividend yield	0%

Leases - Additional Information

Leases - Additional Information (Details) - ft²		12 Months Ended
	Jul. 01, 2014	Dec. 31, 2022	Nov. 01, 2022
Leases [Abstract]
Extend lease term date	Jun. 30, 2023
Operating lease option to Extend		On November 1, 2022, the Company executed an extension of lease office space to extend through November 30, 2028.
Area of office space			3,700

Leases - Summary of Operating L

Leases - Summary of Operating Lease Costs Recognized under ASC 842 and Supplemental Cash Flow Information for Leases (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Leases [Abstract]
Fixed lease expense	$ 278	$ 244
Total lease cost	278	244
Other information:
Cash paid for amounts included in the measurement of lease liabilities	257	$ 257
Right-of-use assets obtained in exchange for new operating lease liabilities	$ 1,936

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	Dec. 31, 2022	Dec. 31, 2021
Lease Assets
Operating lease right-of-use assets	$ 2,052	$ 356
Total lease assets	2,052	356
Lease Liabilities
Operating lease liabilities, current	165	248
Operating lease liabilities, net of current portion	1,927	127
Total lease liabilities	$ 2,092	$ 375
Weighted-average remaining lease term --- operating leases (years)	5 years 11 months 1 day	1 year 6 months
Weighted-average discount rate --- operating leases	8.48%	3.75%

Leases - Summary of Payments by

Leases - Summary of Payments by Date for Operating Lease (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Lessee, Operating Lease, Liability, to be Paid [Abstract]
2023	$ 337
2024	448
2025	464
2026	480
2027	497
Thereafter	470
Total lease payments	2,696
Less: Interest	(604)
Present value of lease liabilities	$ 2,092	$ 375

Income Taxes - Additional Infor

Income Taxes - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Valuation Allowance [Line Items]
Uncertain tax positions	$ 0	$ 0
Income tax examination description	There are currently no pending tax examinations. The Company’s tax years are still open under statute from December 31, 2019, to the present.
Foreign
Valuation Allowance [Line Items]
Net operating losses	$ 500
Net operating losses, expiration year	2032

Income Taxes - Schedule of Inco

Income Taxes - Schedule of Income (Loss) Before Provision for Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Domestic	$ 2,221	$ 33,191
Foreign	(509)	(286)
Income before provision for income taxes	$ 1,712	$ 32,905

Income Taxes - Schedule of In_2

Income Taxes - Schedule of Income Tax Provision (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Current income tax provision (benefit):
Federal	$ 749
State and Local	377	$ 286
Foreign	5
Total current expense (benefit):	1,131	286
Deferred income tax provision (benefit):
Federal	(714)
State and Local	(29)
Total deferred expense (benefit):	(743)
Total income tax provision (benefit)	$ 388	$ 286

Income Taxes - Schedule of Reco

Income Taxes - Schedule of Reconciliation of the Federal Income Tax Rate to the Company Effective Tax Rate (Details)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Statutory federal income tax rate	21%	21%
State taxes, net of federal tax benefit	18.20%	0.87%
Nontaxable partnership income	41.39%	21%
Foreign rate differential	2.71%	0%
Change in valuation allowance	27.55%	0%
Income tax provision	22.65%	0.87%

Income Taxes - Deferred Tax Ass

Income Taxes - Deferred Tax Assets and Liabilities (Details) $ in Thousands	Dec. 31, 2022 USD ($)
Deferred tax assets:
Outside basis difference in partnership	$ 1,173
Net operating loss carryforwards	164
Intangibles	978
Total deferred tax assets	2,315
Valuation allowance	(477)
Deferred tax assets, net of allowance	$ 1,838

Net Loss Per Common Share - Sch

Net Loss Per Common Share - Schedule of Computation of Net Loss Per Common Share (Details) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($) $ / shares shares
Numerator:
Net loss attributable to biote Corp. stockholders (basic) | $	$ 969
Net loss attributable to biote Corp. stockholders (diluted) | $	$ 969
Denominator:
Weighted average shares outstanding (basic) | shares	8,059,371
Weighted average shares outstanding (diluted) | shares	8,059,371
Net loss per common share
Basic | $ / shares	$ (0.12)
Diluted | $ / shares	$ (0.12)

Net Loss Per Common Share - S_2

Net Loss Per Common Share - Schedule of Computation of Diluted Weighted Average Shares Outstanding (Details)	12 Months Ended
	Dec. 31, 2022 shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potentially antidilutive common units outstanding	80,322,924
RSUs
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potentially antidilutive common units outstanding	1,622,840
Stock Options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potentially antidilutive common units outstanding	5,042,628
Public Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potentially antidilutive common units outstanding	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
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
Sponsor Earn Out Shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potentially antidilutive common units outstanding	1,587,500

Commitments and Contingencies -

Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Millions		12 Months Ended
	Jun. 23, 2022	Dec. 31, 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 (Details) - USD ($) $ in Thousands		12 Months Ended
	May 18, 2022	Dec. 31, 2022	Dec. 31, 2021
Firm
Related Party Transaction [Line Items]
Fees paid		$ 31	$ 456
Amount due		0	0
Employee
Related Party Transaction [Line Items]
Amount due		0	0
Compensation paid		100	201
Revenue recognized		458	744
Due from customer		0	57
Spouse of Founder, Chairman, and Beneficial Owner
Related Party Transaction [Line Items]
Compensation paid		158	285
Due to employees		0	0
Vendor
Related Party Transaction [Line Items]
Amount due		151	0
Inventory purchases		$ 1,304	$ 888
Founder Advisor | Founder Advisory Agreement
Related Party Transaction [Line Items]
Agreement term	4 years
Annual fees per year	$ 300
Lani D. | New Independent Contractor Agreement
Related Party Transaction [Line Items]
Agreement term	4 years
Annual fees per year	$ 250