biote Corp
For the period ended Sep 30, 2024. Filed Nov 12, 2024.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2024 · Filed Nov 12, 2024
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Item 5. Other Information.
As discussed in Note 1 to the Condensed Consolidated Financial Statements included in Part I, Item 1 of this Form 10-Q, subsequent to the issuance of its financial statements for the quarter ended June 30, 2024, the Company identified certain errors in the calculations used to record activity and balances related to noncontrolling interest. The impact of the errors was an overstatement of net loss attributable to noncontrolling interest of $2.2 million, $0.9 million, and $3.0 million for the three months ended March 31, 2024, the three months ended June 30, 2024, and the six months ended June 30, 2024, respectively, and an overstatement of noncontrolling interest of $0.7 million as of March 31, 2024.
In accordance with Staff Accounting Bulletin (“SAB”) No. 99, Materiality and SAB No. 108, Considering the Effects of Prior Year Misstatements When Quantifying Misstatements in Current Year Financial Statements, the Company evaluated quantitative and qualitative factors and determined that it was not material to any previously issued interim condensed consolidated financial statements. However, adjusting for the cumulative effect of this error in the condensed consolidated statement of operations and comprehensive income (loss) for the three months ended September 30, 2024 would be material to the Company’s results for this period as the cumulative amount of the error increased over time. As such, the Company has revised its previously issued condensed consolidated financial statements to correct the errors. The Company will also correct previously reported financial information for such immaterial errors in future filings, as applicable. The tables below provide reconciliations of our previously reported amounts to our revised amounts to correct for the immaterial errors. The Company also plans to correct the comparable Q1 2024 and Q2 2024 condensed consolidated financial statements that will be presented in the Q1 2025 and Q2 2025 Form 10-Q filings, respectively.
The following tables reflect the effects of the correction on all affected line items of the Company's previously reported condensed consolidated financial statements for fiscal 2024:
CONDENSED CONSOLIDATED BALANCE SHEET (unaudited)
| Adjustment | |||
|---|---|---|---|
| (in thousands) | As Previously Reported | Noncontrolling Interest Re-allocation | As Revised |
| Liabilities and Stockholders’ Deficit | |||
| Accrued expenses | 9,729 | (84) | 9,645 |
| Accumulated deficit | (31,303) | (628) | (31,931) |
| biote Corp.’s stockholders’ deficit | (35,399) | (628) | (36,027) |
| Noncontrolling interest | (9,501) | 712 | (8,789) |
CONDENSED CONSOLIDATED BALANCE SHEET (unaudited)
| Adjustment | |||
|---|---|---|---|
| (in thousands) | As Previously Reported | Noncontrolling Interest Re-allocation | As Revised |
| Liabilities and Stockholders’ Deficit | |||
| Accrued expenses | 6,899 | (191) | 6,708 |
| Accumulated deficit | (137,723) | 191 | (137,532) |
| biote Corp.’s stockholders’ deficit | (143,341) | 191 | (143,150) |
| Noncontrolling interest | 1,690 | — | 1,690 |
| Adjustment | |||
|---|---|---|---|
| (in thousands) | As Previously Reported | Noncontrolling Interest Re-allocation | As Revised |
| Income tax expense | 2,486 | (84) | 2,402 |
| Net Loss | (5,810) | 84 | (5,726) |
| Less: Net loss attributable to noncontrolling interest | (3,740) | 2,175 | (1,565) |
| Net loss attributable to biote Corp. stockholders | $(2,070) | $(2,091) | $(4,161) |
| Basic | $(0.06) | $(0.06) | $(0.12) |
| Diluted | $(0.06) | $(0.06) | $(0.12) |
| Adjustment | |||
|---|---|---|---|
| (in thousands) | As Previously Reported | Noncontrolling Interest Re-allocation | As Revised |
| Income tax expense | 180 | (107) | 73 |
| Net loss | (10,475) | 107 | (10,368) |
| Less: Net loss attributable to noncontrolling interest | (4,153) | 872 | (3,281) |
| Net loss attributable to biote Corp. | (6,322) | (765) | (7,087) |
| Basic | $(0.19) | $(0.02) | $(0.21) |
| Diluted | $(0.19) | $(0.02) | $(0.21) |
| Adjustment | |||
|---|---|---|---|
| (in thousands) | As Previously Reported | Noncontrolling Interest Re-allocation | As Revised |
| Income tax expense | 2,666 | (191) | 2,475 |
| Net loss | (16,285) | 191 | (16,094) |
| Less: Net loss attributable to noncontrolling interest | (7,893) | 3,047 | (4,846) |
| Net income attributable to biote Corp. | (8,392) | (2,856) | (11,248) |
| Basic | $(0.25) | $(0.08) | $(0.33) |
| Diluted | $(0.25) | $(0.08) | $(0.33) |
CONDENSED CONSOLIDATED STATEMENT SHAREHOLDERS’ EQUITY (DEFICIT) (unaudited)
| Total · Total | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Stockholders’ · Stockholders’ | |||||||||||||||
| Deficit · Deficit · Non- · Non- | |||||||||||||||
| Accumulated · Adjustment · Accumulated · Attributable to · Adjustment · Attributable to · controlling · Adjustment · controlling | |||||||||||||||
| Deficit · Noncontrolling Interest · Deficit · biote Corp. · Noncontrolling Interest · biote Corp. · Interest · Noncontrolling Interest · Interest | |||||||||||||||
| (in thousands) · As Previously Reported · Re-allocation · As Revised · As Previously Reported · Re-allocation · As Revised · As Previously Reported · Re-allocation · As Revised | |||||||||||||||
| Balance at December 31, 2023 | $(29,391) | $— | (29,391) | $(29,397) | $— | $(29,397) | $(7,149) | $— | $(7,149) | ||||||
| Distributions | — | — | — | — | — | — | (2,112) | — | (2,112) | ||||||
| Net loss | (2,070) | (2,091) | (4,161) | (2,070) | (2,091) | (4,161) | (3,740) | 2,175 | (1,565) | ||||||
| Other comprehensive income (loss) | — | — | — | (2) | — | (2) | (3) | — | (3) | ||||||
| Share-based compensation | 1,763 | — | 1,763 | 1,763 | — | 1,763 | — | — | — | ||||||
| Vesting of RSUs | (155) | 65 | (90) | (155) | 65 | (90) | 155 | (65) | 90 | ||||||
| Exercise of stock options | (1,831) | 900 | (931) | (1,831) | 900 | (931) | 2,155 | (900) | 1,255 | ||||||
| Common stock repurchased | — | — | — | (4,088) | — | (4,088) | — | — | — | ||||||
| Shares issued in connection with acquisition | 381 | 498 | 879 | 381 | 498 | 879 | 1,193 | (498) | 695 | ||||||
| Balance at March 31, 2024 | $(31,303) | $(628) | $(31,931) | $(35,399) | $(628) | $(36,027) | $(9,501) | $712 | $(8,789) | ||||||
| Distributions | — | — | — | — | — | — | (2,091) | — | (2,091) | ||||||
| Net loss | (6,322) | (765) | (7,087) | (6,322) | (765) | (7,087) | (4,153) | 872 | (3,281) | ||||||
| Other comprehensive income (loss) | — | — | — | (3) | — | (3) | — | — | — | ||||||
| Share-based compensation | 2,841 | — | 2,841 | 2,841 | — | 2,841 | — | — | — | ||||||
| Vesting of RSUs | (19,536) | 1,777 | (17,759) | (19,543) | 1,777 | (17,766) | 19,543 | (1,777) | 17,766 | ||||||
| Issuance of stock under purchase plans | (812) | 87 | (725) | (812) | 87 | (725) | 958 | (87) | 871 | ||||||
| Exercise of stock options | (2,827) | 278 | (2,549) | (2,828) | 278 | (2,550) | 3,066 | (278) | 2,788 | ||||||
| Common stock repurchased | — | — | (1,511) | — | (1,511) | — | — | — | |||||||
| Shares issued in connection with acquisition | 267 | — | 267 | 267 | — | 267 | — | — | — | ||||||
| Exchanges of Class V voting stock | 4,022 | (366) | 3,656 | 4,024 | (366) | 3,658 | (4,024) | 366 | (3,658) | ||||||
| Legal Settlement - Repurchase of Shares | (126,306) | (192) | (126,498) | (126,308) | (192) | (126,500) | (2,108) | 192 | (1,916) | ||||||
| Legal Settlement - Liabilities | 41,424 | — | 41,424 | 41,424 | — | 41,424 | — | — | — | ||||||
| TRA liability | 829 | — | 829 | 829 | — | 829 | — | — | — | ||||||
| Balance at June 30, 2024 | $(137,723) | $191 | $(137,532) | $(143,341) | $191 | $(143,150) | $1,690 | $— | $1,690 | ||||||
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