United States securities and exchange commission logo
September 21, 2023
Samar Kamdar
Chief Financial Officer
biote Corp.
1875 W. Walnut Hill Ln, #100
Irving, TX 75038
Re: biote Corp.
Form 10-K for the
Fiscal Year Ended December 31, 2022
Filed March 29,
2023
Form 8-K filed on
August 10, 2023
File No. 001-40128
Dear Samar Kamdar:
We have limited our review of your filing to the financial
statements and related
disclosures and have the following comments. In some of our comments, we
may ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Item 7. Management s Discussion and Analysis of Financial Condition
and Results of
Operations
Non-GAAP Measures, page 64
1. We note within your
non-GAAP reconciliation that you present certain line items
including but not
limited to "Loss from extinguishment of debt and other non-operating
items,"
"Transaction-related expenses," and "Litigation and other." Please tell us and
revise future filings
to quantify and explain the components of these adjustments
including the nature of
the charges and what they represent. Within your discussion,
explain how these
adjustments comply with the guidance in Item 10(e) of Regulation S-K
and the Non-GAAP
Financial Measures Compliance & Disclosure Interpretations ( Non-
GAAP C&DI ). Please
note that this comment also applies to your Forms 10-Q for the
quarter ended March 31,
2023 and June 30, 2023 and your Form 8-K filed on August 10,
2023.
Samar Kamdar
biote Corp.
September 21, 2023
Page 2
Form 8-K filed on August 10, 2023
Exhibits
2. We note your disclosure related to "Adjusted EBITDA Margin" does not
label this as a
non-GAAP measure or provide a reconciliation to the most directly
comparable GAAP
measure. Please revise future filings to provide a reconciliation to
the most directly
comparable GAAP measure and to include the disclosures outlined in
Item 10(e) of
Regulation S-K.
3. We note you provide a range of forward-looking adjusted EBITDA without
providing
reconciliations to the most directly comparable GAAP measure or a
statement that
providing such reconciliations requires unreasonable efforts. In
future filings, please
provide reconciliations to the most directly comparable GAAP measure.
If all the
information necessary for the reconciliations is not available without
unreasonable efforts,
identify and disclose the information that is unavailable and its
probable significance.
Also present the most directly comparable GAAP measure with equal or
greater
prominence. Refer to Item 10(e)(1)(i) of Regulation S-K and Question
102.10(b) of
the Non-GAAP C&DI.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
You may contact Eric Atallah at (202) 551-3663 or Tara Harkins,
Reviewing Accountant,
at (202) 551-3639 with any questions.
FirstName LastNameSamar Kamdar Sincerely,
Comapany Namebiote Corp.
Division of
Corporation Finance
September 21, 2023 Page 2 Office of Life
Sciences
FirstName LastName