biote Corporation
11/09/2026 | Press release | Distributed by Public on 11/09/2026 16:08
Quarterly Report for Quarter Ending September 30, 2026 (Form 10-Q)
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion and analysis provides information that management believes is relevant to an assessment and understanding of our consolidated results of operations and financial condition. You should read this discussion and analysis in conjunction with the accompanying unaudited condensed consolidated financial statements and notes thereto included elsewhere in this Quarterly Report. Certain amounts may not foot due to rounding. This discussion and analysis contains forward-looking statements and involves numerous risks and uncertainties, including, but not limited to, those discussed in Part I, Item 1A. "Risk Factors" in the 2025 Form 10-K. You should carefully read the information under "Cautionary Note Regarding Forward-Looking Statements" in this Quarterly Report. We assume no obligation to update any of these forward-looking statements except as required by law. Actual results may differ materially from those contained in any forward-looking statements.
Overview
Biote trains physicians and nurse practitioners in hormone optimization using bioidentical hormone replacement pellet therapy in men and women experiencing hormonal imbalance. The "Biote Method" is a comprehensive, end-to-end practice building platform that provides Biote-certified practitioners with the following components specifically developed for practitioners in the hormone optimization space: Biote Method education, training and certification, practice management software, inventory management software, and information regarding available hormone replacement therapy products, as well as digital and point-of-care marketing support. We also sell a complementary Biote-branded line of dietary supplements. By virtue of our historical performance over the past 14 years, we believe that our business model has been successful, remains differentiated, and is well positioned for future growth.
Our go-to-market strategy focuses on:
•
Increase the number of Biote-certified practitioners. Our primary objective in marketing to healthcare providers is to inform them of the value in joining the Biote network. We accomplish this through provider referrals, a dedicated sales force, and through digital and traditional marketing channels. We target specific physicians based on their specialty, prescribing data, demographic information and location match within our existing geographic footprint.
•
Grow the practice of our Biote-certified practitioners and Biote-partnered clinics. When the practices of our Biote-certified practitioners and Biote-partnered clinics grow, we grow. We help our Biote-certified practitioners and Biote-partnered clinics grow by, among other things:
•
providing mentorship, practice management and marketing capability necessary to operate an efficient hormone optimization practice;
•
providing high-quality Biote-branded dietary supplement products;
•
providing Biote-certified practitioners and Biote-partnered clinics a full array of wellness education and marketing materials;
•
directing consumers that are actively seeking care to Biote-certified practitioners via the "Find A Provider" feature on our company website; and
•
utilizing our growing digital outreach capabilities to connect with consumers seeking general information.
•
Increasing sales of Biote-branded dietary supplements. Our Biote-branded dietary supplement line currently includes 26 dietary supplements that we offer to our Biote-certified practitioners through our eCommerce site, efficiently leveraging our core Biote provider platform. Practitioners then re-sell Biote-branded dietary supplements to their patients, enabling patients to receive physician-guided therapies to manage the related effects of aging. Our direct-to-patient eCommerce platform enables practitioners to invite their patients to buy Biote-branded dietary supplements online via our online store. In addition to our direct-to-patient eCommerce platform, our Biote-branded dietary supplements are also offered through our eCommerce platform.
A portion of the bioidentical hormone pellets used by Biote-certified practitioners are manufactured by our 503B outsourcing facility, Asteria Health; therefore, in order to meet demand we have agreements with AnazaoHealth (the "AnazaoHealth Pharmacy Services Agreement") and Carie Boyd (the "Outsourcing Facility Services Agreement") each of which are FDA registered 503B outsourcing facilities. Bioidentical hormone pellets are shipped directly to Biote-certified practitioners. Custody of the bioidentical hormone pellets is with Biote-certified practitioners. However, the bioidentical hormone pellets are recorded as inventory in our consolidated balance sheets from the date of shipment until the point in time they are dispensed by a Biote-certified practitioner. Biote-certified practitioners record the dispensation of bioidentical hormone pellets and monitor inventory levels in the inventory management system that is offered as part of the Biote Method.
Bioidentical hormone pellets have a finite life ranging from six to twelve months. We assume the risk of loss due to expiration, damage or otherwise. Additionally, the products offered in our Biote-branded dietary supplement portfolio are produced by third-party manufacturers located in the United States. We contract with a third party to provide warehousing, co-packing and logistics services for our Biote-branded dietary supplements.
To strengthen control over our supply chain, enhance operational efficiency and reduce production costs, we are focused on vertical integration through strategic transactions. For example, in March 2024, we acquired Asteria Health, a 503B outsourcing facility to compound bioidentical hormones. Although Asteria Health has been integrated into our processes, we continue to utilize our current vendor network to manage our supply chain to meet the demands of our Biote-certified clinics. On November 1, 2024, AnazaoHealth provided notice that it was exercising its right to terminate the AnazaoHealth Pharmacy Services Agreement with such termination to be effective as of May 1, 2025. In the second quarter of 2025, we executed a second amendment to the AnazaoHealth Pharmacy Services Agreement effective July 19, 2025 (the "Second Amendment"), which extended the AnazaoHealth Pharmacy Services Agreement through December 31, 2027 and provided for a one-year extension at our discretion. On April 9, 2026, we extended the Second Amendment for a term of one year, with the option to extend our commitment until December 31, 2028 (the "2027 Commitment"). With the Second Amendment and 2027 Commitment in place and through our existing direct manufacturing capabilities, we believe we are well positioned to continue meeting the product demands of our current Biote certified practitioners while focusing on expanding our Biote-certified clinic network.
The following table presents a summary of our key financial results:
|
Three Months Ended September 30, |
Nine Months Ended September 30, |
|||||||||||||||
|
(in thousands) |
2026 |
2025 |
2026 |
2025 |
||||||||||||
|
Total revenue |
$ |
43,334 |
$ |
47,956 |
$ |
132,501 |
$ |
145,811 |
||||||||
|
Net income (loss) |
569 |
9,216 |
(4,183 |
) |
28,980 |
|||||||||||
|
Adjusted EBITDA* |
5,076 |
12,881 |
19,362 |
41,807 |
||||||||||||
*Please refer to "Non-GAAP Measures" below for reconciliations of Adjusted EBITDA to the most directly comparable U.S. GAAP measure, net income (loss), and for additional information about Adjusted EBITDA.
Impact of Global Economic Trends
Global economic conditions have been challenging, with disruptions to, and volatility in, the credit and financial markets in the U.S. and worldwide resulting from the effects of public health crises, uncertainties associated with the changes to and by the U.S. federal government and otherwise. If these conditions persist and deepen, we could experience an inability to access additional capital or our liquidity could otherwise be impacted. If we are unable to raise capital when needed or on attractive terms, we would be forced to delay, reduce or eliminate our research and development programs and/or other efforts. A recession or additional market corrections resulting from the impact of the effects of global health crises or geopolitical turmoil, could materially affect our business and the value of our securities. Additionally, we continue to monitor ongoing changes to global trade policies, including the imposition of tariffs. Although the impact of these policies did not have a material impact on our business during the three and nine months ended September 30, 2026 and 2025, the broader economic impact is uncertain, and while we may experience additional operational expenses related to the costs of obtaining materials, we do not expect to be materially impacted in future periods.
Additionally, inflationary factors, such as increases in the cost of our materials and supplies, interest rates and overhead costs may adversely affect our business and operating results. Inflation and relatively high interest rates also present a recent challenge impacting the U.S. economy and could make it more difficult for us to obtain traditional financing on acceptable terms, if at all, in the future. Although we do not believe that inflation has had a material impact on our financial position or results of operations to date, we may experience increases in the near future (especially if inflation rates continue to rise) on our operating costs, including our labor costs and research and development costs, due to supply chain constraints, international tariffs, consequences associated with global health crises and ongoing international wars and conflicts, which have contributed to increased shipping and fuel costs, and employee availability and wage increases, which may result in additional stress on our working capital resources.
Voluntary Recall
On January 26, 2026, Asteria Health initiated a voluntary recall of specific lots of hormone pellets shipped by Asteria Health between May 20, 2025 and January 20, 2026 due to the potential presence of metal particulate matter (the "January 2026 Voluntary Recall"). Since the initiation of the January 2026 Voluntary Recall, all reasonable efforts have been made to remove such lots from the market in accordance with the recall strategy and the recall is being conducted with the knowledge of the FDA. In the fourth quarter of 2025, we recorded an inventory impairment charge of $1.3 million related to the January 2026 Voluntary Recall. Biote withdrew specific lots of hormone pellets from the market during the nine months ended September 30, 2026. We have worked with our supply network and increased inventory levels to ensure continuity of care throughout our clinic network. Additionally, we added a second manufacturing shift at Asteria Health during the second quarter of 2026 to replenish our hormone pellet inventory and to relieve the supply constraints we experienced in the first half of 2026. As of September 30, 2026, manufacturing of hormone pellets at Asteria Health was approaching pre-recall production levels. As a result of the January 2026 Voluntary Recall, we estimate our revenue growth from pellet procedures for the nine months ended September 30, 2026 was negatively impacted by approximately $5.0 million. Additionally, during the three and nine months ended September 30, 2026 we incurred approximately $0.2 million and $2.4 million, respectively, in recall-related costs and we expect to incur additional costs in future periods associated with this recall. See Part I, Item 1A, "Risk Factors-If a compounded drug formulation provided through an outsourcing facility or a compounding pharmacy leads to patient injury or death or results in a product recall, we may be exposed to significant liabilities and reputational harm" in our 2025 Form 10-K for more information.
Components of Results of Operations
Revenue
We generate revenue by charging the Biote-partnered clinics fees associated with the Biote Method and from the sale of Biote-branded dietary supplements. Generally, under our master service agreements ("MSAs") we provide a bundle of goods and services to customers, including initial training to medical practitioners, bioidentical hormone pellets, access to software tools used for inventory and practice management, access to our enhanced proprietary clinical decision support software, and ongoing practice development and marketing support services, which includes a license to use our trademarks and trade names in the customer's marketing materials.
Substantially all of our revenue originates from sales to clinics located in the United States.
Revenue generated from individual Biote-partnered clinics varies significantly due to many factors, including but not limited to, the tenure of practitioners as Biote-certified practitioners; the number of certified practitioners in an individual clinic; the number of patients served by a clinic; the clinic's patient demographics; and the clinic's geographic location and population density. The MSAs we enter into with Biote-partnered clinics contain tiered pricing provisions for the management fees. These provisions provide for decreasing management fees owed to us based on the number of new patients treated. This can result in declines in revenue we realize from management fees from existing Biote-partnered clinics unless these are offset by revenue generated from new Biote-partnered clinics which begin at higher fee levels under the MSA.
Our revenue fluctuates in response to a combination of factors, including the following:
•
sales volumes;
•
the mix of male and female patients treated by Biote-certified practitioners, as treatment for males generates more revenue per patient than treatment for females;
•
our overall product mix of dietary supplements sold;
•
the effects of competition on market share;
•
new Biote-partnered clinics acquired as customers, less any existing clinics lost as customers ("net new clinics");
•
number of procedures performed by practitioners;
•
medical industry acceptance of hormone optimization generally as a solution to unmet medical needs;
•
the effectiveness of our sales and marketing personnel;
•
the number of business days in a particular reporting period, including as a result of holidays;
•
weather disruptions impacting medical offices' ability to maintain regular operating schedules;
•
the effects of competition and competitive pricing strategies;
•
governmental regulations influencing our markets; and
•
global and regional economic cycles.
Product Revenue
Product revenue includes both bioidentical hormone pellets, in connection with the service described above, and the related inventory and practice management services provided to clinics. Product revenue is recognized when the Biote-partnered clinic obtains ownership of the bioidentical hormone pellet, which we determined to be the point in time in which the bioidentical hormone pellets are dispensed by a Biote-certified practitioner. The consideration allocated to this performance obligation is a procedure-based service fee which we refer to as procedure revenue. Our product revenue also includes revenue earned from sales of pellet insertion kits and Biote-branded dietary supplements. Revenue from the sale of pellet insertion kits and Biote-branded dietary supplements is recognized when the clinic or clinic's patient (supplements only) obtains control of the product, which generally occurs at the time of shipment from our third-party distribution facility or supplier. Any shipping or handling fees paid by clinics are also recorded within product revenue.
Service Revenue
Service revenue is revenue earned from fees paid by Biote-partnered clinics for Biote Method education, training and certification services and other contract-term services pursuant to our MSAs. While the option to receive and right to use the reusable trocars through the term of the contract represents an embedded lease, we have adopted the practical expedient within ASC 842 to combine the lease and non-lease components and account for the combined component under ASC 606.
For Biote Method arrangements, we recognize revenue for training and for management services over time. For initial training, progress is measured by the number of training sessions completed, and for contract-term services, progress is measured on a time-elapsed basis.
The training completion and time-elapsed bases represent the most reliable measure of transfer of control to the clinic for training and contract-term services, respectively. Revenue is deferred for amounts billed or received prior to delivery of the services.
Cost of Revenue
Cost of product revenues include the pass-through cost of bioidentical hormone pellets purchased from outsourcing facilities, the cost of pellet insertion kits and Biote-branded dietary supplements purchased from manufacturing facilities, and the shipping and handling costs incurred to deliver these products to Biote-partnered clinics. Cost of service revenue consists primarily of costs incurred to provide Biote Method education, training and certification services and other contract-term services to Biote-certified practitioners.
Selling, General and Administrative Expense
Selling, general and administrative expense consists primarily of software licensing and maintenance, the cost of our sales force and the employees who engage in corporate functions, such as executive management, finance and accounting, human resources, information technology, legal, and marketing. Also included are rent occupancy costs, office expenses, recruiting expenses, marketing and advertising costs, entertainment allocations, depreciation and amortization, transaction-related expenses, insurance premiums, professional service fees, research and development, costs related to regulatory and legal matters and other general overhead costs.
Interest Expense, Net
Interest expense, net consists primarily of cash and non-cash interest under our Term Loan, commitment fees for the unused portion of our Revolving Loans, accreted non-cash interest related to our share repurchase liability, net of interest income earned on our money market account.
Loss on Extinguishment of Debt
Loss on extinguishment of debt consists of the remaining unamortized portion of the debt issuance costs related to the Original Truist Credit Agreement written off upon executing the Existing Credit Agreement with Truist Bank. See Note 9 "Long-Term Debt" to the unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report for additional information.
Gain from Change in Fair Value of Earnout Liabilities
Gain from change in fair value of earnout liabilities consists of the change in fair value during the period of the Member and Sponsor earnouts and the earnout related to the acquisition of Simpatra.
Other Expense
Other expense consists of the foreign currency exchange losses for sales denominated in foreign currencies and other expenses not appropriately classified as operating expenses.
Income Tax (Benefit) Expense
We are subject to federal and state income taxes in the United States and taxes in foreign jurisdictions in which we operate. We recognize deferred tax assets and liabilities based on temporary differences between the financial reporting and income tax bases of assets and liabilities using statutory rates. We regularly assess the need to record a valuation allowance against net deferred tax assets if, based upon the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.
Results of Operations
The table and discussion below present our results for the three months ended September 30, 2026 and 2025:
|
Three Months Ended September 30, |
||||||||
|
(in thousands) |
2026 |
2025 |
||||||
|
Revenue: |
||||||||
|
Product revenue |
$ |
42,569 |
$ |
46,953 |
||||
|
Service revenue |
765 |
1,003 |
||||||
|
Total revenue |
43,334 |
47,956 |
||||||
|
Cost of revenue |
||||||||
|
Cost of products |
13,058 |
12,795 |
||||||
|
Cost of services |
945 |
743 |
||||||
|
Cost of revenue |
14,003 |
13,538 |
||||||
|
Selling, general and administrative |
26,844 |
26,151 |
||||||
|
Income from operations |
2,487 |
8,267 |
||||||
|
Other income (expense), net: |
||||||||
|
Interest expense, net |
(2,118 |
) |
(2,733 |
) |
||||
|
Gain from change in fair value of earnout liabilities |
1,000 |
2,920 |
||||||
|
Other income (expense), net |
(4 |
) |
(3 |
) |
||||
|
Total other income (expense), net |
(1,122 |
) |
184 |
|||||
|
Income before provision for income taxes |
1,365 |
8,451 |
||||||
|
Income tax (benefit) expense |
796 |
(765 |
) |
|||||
|
Net income |
$ |
569 |
$ |
9,216 |
||||
Revenue
Revenue for the three months ended September 30, 2026 decreased $4.6 million to $43.3 million, or 9.6%, compared to the three months ended September 30, 2025. Revenue from pellet procedures decreased $5.1 million during the three months ended September 30, 2026, as a result of lower procedure volumes at established Biote-certified clinics, slower growth of newer Biote-certified clinics and elevated clinic attrition, compared to the three months ended September 30, 2025. Service revenue for the three months ended September 30, 2026 decreased $0.2 million compared to the three months ended September 30, 2025, primarily due to a decline in training revenue. These decreases in revenue for the three months ended September 30, 2026 were partially offset by a $0.8 million improvement in revenue from Biote-branded dietary supplements compared to the three months ended September 30, 2025 due to increased demand from customers purchasing these products through our e-commerce platforms during the three months ended September 30, 2026, compared to the three months ended September 30, 2025.
Cost of revenue
Cost of revenue for the three months ended September 30, 2026 increased $0.5 million, to $14.0 million, or 3.4%, compared to the three months ended September 30, 2025. Cost of pellet procedures increased 3.7% while revenue from pellet procedures decreased 15.1%. The increase in the cost of pellet procedures reflects a shift in the sourcing of bioidentical hormone pellets from Asteria Health to other third-party outsourcing facilities due to inventory constraints caused by the January 2026 Voluntary Recall, compared to the three months ended September 30, 2025. Cost of Biote branded dietary supplements decreased $0.2 million for the three months ended September 30, 2026 despite the increase in Biote-branded dietary supplement revenue due to favorable pricing arrangements with our third-party suppliers, compared to the three months ended September 30, 2025. Although service revenue decreased, cost of services increased $0.2 million during the three months ended September 30, 2026 primarily due to an increase in costs associated with hosting advanced training sessions, which are offered to existing Biote-certified practitioners as part of their MSA, compared to the three months ended September 30, 2025.
Selling, General and Administrative
Selling, general and administrative expense for the three months ended September 30, 2026 increased $0.7 million to $26.8 million, or 2.6%, compared to the three months ended September 30, 2025. The increase for the three months ended September 30, 2026 was partially due to a $0.6 million increase in employee-related expenses, which was attributed to an increase in headcount within our commercial organization, compared to the three months ended September 30, 2025. Consulting service fees increased $0.6 million compared to the three months ended September 30, 2025, partially due to an increase in our SOX 404 readiness activities and material weakness remediation efforts and other contract labor-related expenses incurred to support our finance, information technology and human resource organizations. Marketing expenses increased $0.5 million due to increased activity on our e-commerce platforms and other strategic marketing activities, compared to the three months ended September 30, 2025. Additionally, for the three months ended September 30, 2026, rent occupancy expenses increased $0.3 million, which was attributed to the addition
of our Florida facility, compared to the three months ended September 30, 2025. These increases in expense were partially offset by a $1.2 million decrease in expenses related to our annual marketing event that occurred during three months ended September 30, 2025 and did not reoccur during the three months ended September 30, 2026.
Interest Expense, Net
Interest expense, net for the three months ended September 30, 2026 decreased $0.6 million to $2.1 million compared to the three months ended September 30, 2025, primarily due to a $0.7 million decline in accreted interest related to our share repurchase liability that was incurred during the three months ended September 30, 2025 that did not reoccur during the three months ended September 30, 2026. Additionally, interest income earned on our money market account declined as a result of lower cash balances during the three months ended September 30, 2026, compared to the three months ended September 30, 2025.
Gain from Change in Fair Value of Earnout Liabilities
The change in fair value of the earnout liabilities was primarily due to a 36.0% decrease in the closing price of our Class A common stock during the three months ended September 30, 2026. In addition to the changes in the closing price of our Class A common stock, other assumptions used to calculate the fair value of the earnout liability, such as stock price volatility, revenue volatility, estimated timing of satisfying the Triggering Events and the risk-free rate varied from period to period, each of which impacted the fair value of the earnout liability and the associated gain or loss recorded for the periods presented.
Other Expense
The change in other expense for the three months ended September 30, 2026, compared with the three months ended September 30, 2025, primarily resulted from foreign currency fluctuations during the period.
Income Tax Expense
Income tax expense for the three months ended September 30, 2026 increased $1.6 million, compared to the three months ended September 30, 2025. This increase in expense was primarily driven by a decrease in our forecasted profit before tax, resulting in a tax benefit for the three months ended September 30, 2025, compared to the three months ended September 30, 2026.
The table and discussion below present our results for the
|
Nine Months Ended September 30, |
||||||||
|
(in thousands) |
2026 |
2025 |
||||||
|
Revenue: |
||||||||
|
Product revenue |
$ |
129,845 |
$ |
141,635 |
||||
|
Service revenue |
2,656 |
4,176 |
||||||
|
Total revenue |
132,501 |
145,811 |
||||||
|
Cost of revenue |
||||||||
|
Cost of products |
40,104 |
37,260 |
||||||
|
Cost of services |
3,195 |
2,763 |
||||||
|
Cost of revenue |
43,299 |
40,023 |
||||||
|
Selling, general and administrative |
87,057 |
77,066 |
||||||
|
Income from operations |
2,145 |
28,722 |
||||||
|
Other income (expense), net: |
||||||||
|
Interest expense, net |
(6,273 |
) |
(8,490 |
) |
||||
|
Loss on extinguishment of debt |
(648 |
) |
- |
|||||
|
Gain from change in fair value of earnout liabilities |
2,362 |
11,776 |
||||||
|
Other income (expense), net |
(15 |
) |
(27 |
) |
||||
|
Total other income (expense), net |
(4,574 |
) |
3,259 |
|||||
|
Income (loss) before provision for income taxes |
(2,429 |
) |
31,981 |
|||||
|
Income tax expense |
1,754 |
3,001 |
||||||
|
Net income (loss) |
$ |
(4,183 |
) |
$ |
28,980 |
|||
Revenue
Revenue for the nine months ended September 30, 2026 decreased $13.3 million to $132.5 million, or 9.1%, compared to the nine months ended September 30, 2025. Revenue from pellet procedures decreased $14.8 million during the nine months ended September 30, 2026, as a result of lower procedure volumes at established Biote-certified clinics, slower growth of newer Biote-certified clinics and elevated clinic attrition, driven by a temporary contraction of bioidentical hormone pellet inventory availability and a brief shift in focus of our commercial sales organization to support practitioners during the January 2026 Voluntary Recall, compared to the nine months ended September 30, 2025. Further, we estimated that the January 2026 Voluntary Recall negatively
impacted revenue growth from pellet procedures by approximately $5.0 million during the nine months ended September 30, 2026. Service revenue for the nine months ended September 30, 2026 decreased $1.5 million compared to the nine months ended September 30, 2025, primarily due to a decline in technology fees earned from physician orders placed through our BioteRx platform and a decline in training revenue. These decreases in revenue for the nine months ended September 30, 2026 were partially offset by a $3.2 million improvement in revenue from Biote-branded dietary supplements compared to the nine months ended September 30, 2025 due to increased demand from customers purchasing these products through our e-commerce platforms for the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025.
Cost of revenue
Cost of revenue for the nine months ended September 30, 2026 increased $3.3 million, to $43.3 million, or 8.2%, compared to the nine months ended September 30, 2025. Cost of pellet procedures increased 6.5 % while revenue from pellet procedures decreased 14.0%. The increase in the cost of pellet procedures reflects a shift in the sourcing of bioidentical hormone pellets from Asteria Health to other third-party outsourcing facilities due to inventory constraints caused by the January 2026 Voluntary Recall, compared to the nine months ended September 30, 2025. Cost of Biote branded dietary supplements increased $0.3 million for the nine months ended September 30, 2026 primarily as a result of the increase in Biote-branded dietary supplement revenue, compared to the nine months ended September 30, 2025. Although service revenue decreased, cost of services increased $0.4 million during the nine months ended September 30, 2026 primarily due to an increase in costs associated with hosting advanced training sessions, which are offered to existing Biote-certified practitioners as part of their MSA, compared to the nine months ended September 30, 2025.
Selling, General and Administrative
Selling, general and administrative expense for the nine months ended September 30, 2026 increased $10.0 million to $87.1 million, or 13.0%, compared to the nine months ended September 30, 2025. The increase for the nine months ended September 30, 2026 was primarily due to a $5.6 million increase in expenses incurred to settle various legal matters and a $4.7 million increase in legal expenses related to claims asserted in normal course of business compared to the nine months ended September 30, 2025. Employee-related expenses increased $1.8 million, which was attributed to an increase in headcount within our commercial organization, compared to the nine months ended September 30, 2025. Additionally, Consulting service fees increased $1.0 million, compared to the nine months ended September 30, 2025, partially due to an increase in other contract labor-related expenses incurred to support our finance, information technology and human resource organizations and an increase in our SOX 404 readiness activities and material weakness remediation efforts. These increases in expense were partially offset by a $2.6 million decrease in our bad debt expense, which was driven by lower revenue and the timing of collections on accounts receivable at the end of the quarter, and a $1.6 million decrease in expenses related to our annual marketing event that occurred during three months ended September 30, 2025 and did not reoccur during the three months ended September 30, 2026.
Interest Expense, Net
Interest expense, net for the nine months ended September 30, 2026 decreased $2.2 million to $6.3 million to compared to the nine months ended September 30, 2025, primarily due to a $2.7 million decline in accreted interest related to our share repurchase liability that was incurred during the nine months ended September 30, 2025 that did not reoccur during the nine months ended September 30, 2026. Additionally, interest income earned on our money market account declined as a result of lower cash balances during the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025.
Loss on Extinguishment of Debt
Loss on extinguishment of debt nine months ended September 30, 2026 increased $0.6 million due to the write-off of the remaining unamortized portion of debt issuance costs related to the Credit Agreement upon executing the Existing Credit Agreement with Truist Bank.
Gain from Change in Fair Value of Earnout Liabilities
The change in fair value of the earnout liabilities was primarily due to a 53.5% decrease in the closing price of our Class A common stock during the nine months ended September 30, 2026. In addition to the changes in the closing price of our Class A common stock, other assumptions used to calculate the fair value of the earnout liability, such as stock price volatility, revenue volatility, estimated timing of satisfying the Triggering Events and the risk-free rate varied from period to period, each of which impacted the fair value of the earnout liability and the associated gain or loss recorded for the periods presented.
Other Expense
The change in other expense for the nine months ended September 30, 2026, compared with the nine months ended September 30, 2025, primarily resulted from foreign currency fluctuations during the period.
Income Tax Expense
Income tax expense for the nine months ended September 30, 2026 decreased $1.2 million, compared to the nine months ended September 30, 2025. This decrease in expense was primarily driven by a lower year to date and forecasted profit before tax, excluding certain non-includable items.
Non-GAAP Measures
Adjusted EBITDA is a non-GAAP performance measure that provides supplemental information that we believe is useful to analysts and investors to evaluate our ongoing results of operations when considered alongside net income (loss), the most directly comparable U.S. GAAP measure.
We use Adjusted EBITDA as alternative measures to evaluate our operational performance. We calculate Adjusted EBITDA by excluding from net income (loss): interest expense; income taxes; depreciation and amortization expenses; share-based compensation expense; litigation expenses; legal settlements and related expenses; restructuring-related expenses; certain other expenses; merger and acquisition related expenses; loss on extinguishment of debt; and fair value adjustments to certain equity instruments classified as liabilities. We present Adjusted EBITDA because it is a key measure used by our management to evaluate our operating performance, generate future operating plans and determine payments under compensation programs. Accordingly, we believe that Adjusted EBITDA provides useful information to investors and others in understanding and evaluating our operating results in the same manner as our management. However, non-GAAP financial information is presented for supplemental informational purposes only, has limitations as an analytical tool and should not be considered in isolation or as a substitute for financial information presented in accordance with U.S. GAAP. Some of these limitations are as follows:
•
although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and Adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements;
•
Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs; and
•
Adjusted EBITDA does not reflect tax payments that may represent a reduction in cash available to us.
In addition, Adjusted EBITDA is subject to inherent limitations as it reflects the exercise of judgment by Biote's management about which expenses are excluded or included. Other companies, including companies in our industry, may calculate Adjusted EBITDA or similarly titled non-GAAP measures differently or may use other measures to evaluate their performance, all of which could reduce the usefulness of our Adjusted EBITDA as a tool for comparison. Investors are encouraged to review the reconciliation, and not to rely on any single financial measure to evaluate our business.
The following table presents a reconciliation of net income (loss) to Adjusted EBITDA for the three and nine months ended September 30, 2026 and 2025:
|
Three Months Ended September 30, |
Nine Months Ended September 30, |
|||||||||||||||
|
(in thousands) |
2026 |
2025 |
2026 |
2025 |
||||||||||||
|
Net income (loss) |
$ |
569 |
$ |
9,216 |
$ |
(4,183 |
) |
$ |
28,980 |
|||||||
|
Interest expense, net(1) |
2,118 |
2,733 |
6,273 |
8,490 |
||||||||||||
|
Income tax (benefit) expense |
796 |
(765 |
) |
1,754 |
3,001 |
|||||||||||
|
Depreciation and amortization(2) |
1,028 |
952 |
2,971 |
2,719 |
||||||||||||
|
Share-based compensation expense(3) |
1,342 |
2,410 |
5,070 |
6,723 |
||||||||||||
|
Litigation expenses-former owner(4) |
- |
68 |
2 |
300 |
||||||||||||
|
Litigation-other(5) |
32 |
323 |
817 |
1,215 |
||||||||||||
|
Legal settlement and related expenses(6) |
10 |
- |
5,600 |
(226 |
) |
|||||||||||
|
Restructuring-related expenses(7) |
- |
31 |
- |
586 |
||||||||||||
|
Other expenses(8) |
181 |
833 |
2,625 |
1,685 |
||||||||||||
|
Merger and acquisition expenses(9) |
- |
- |
147 |
110 |
||||||||||||
|
Loss on extinguishment of debt(10) |
- |
- |
648 |
- |
||||||||||||
|
Gain from change in fair value of earnout liabilities |
(1,000 |
) |
(2,920 |
) |
(2,362 |
) |
(11,776 |
) |
||||||||
|
Adjusted EBITDA |
$ |
5,076 |
$ |
12,881 |
$ |
19,362 |
$ |
41,807 |
||||||||
(1)
Represents cash and non-cash interest on our debt obligations, commitment fees on the unused portion of our Revolving Loans, net of interest income earned on our money market account. For the three and nine months ended September 30, 2025, interest expense, net included $0.7 million and $2.7 million of accreted interest related to the share repurchase liability. There was no accreted interest for the three and nine months ended September 30, 2026.
(2)
Represents depreciation expense on property and equipment, amortization expense on capitalized software and amortization expense on purchased intangible assets. Depreciation expense of $0.2 million for each of the three months ended September 30, 2026 and 2025, respectively, and $0.7 million and $0.2 million for the nine months ended September 30, 2026 and 2025, respectively, was included in cost of products.
(3)
Represents employee compensation expense associated with equity-based stock awards. This includes expense associated with equity incentive instruments including phantom stock awards, stock options and restricted stock units.
(4)
Represents legal expenses to defend us against claims asserted by our former owner.
(5)
Represents litigation expenses other than those incurred in connection with claims asserted by our former owner that are not related to our ongoing business.
(6)
Represents legal expenses incurred in connection with litigation settlement gains or losses.
(7)
Represents restructuring costs incurred during the three and nine months ended September 30, 2025 related to a workforce reduction primarily within our commercial organization. No such restructuring costs were incurred during the three and nine months ended September 30, 2026.
(8)
Represents $0.2 million and $2.4 million incurred during the three and nine months ended September 30, 2026, respectively, related to the January 2026 Voluntary Recall and primarily consisted of a $0.3 million and $1.8 million, respectively, impact to cost of revenue. The impact on selling, general and administrative expenses was not material for the three months ended September 30, 2026 and was $0.6 million for the nine months ended September 30, 2026. For the three and nine months ended September 30, 2025, this represents executive severance costs of $0.7 million and $1.2 million, respectively, strategic consulting and legal expenses related to the CEO transition of $0.1 million and $0.4 million, respectively, and realized foreign currency losses of less than $0.01 million and $0.01 million, respectively.
(9)
Represents legal fees totaling $0.1 million incurred during the nine months ended September 30, 2026 related to strategic opportunities to expand the business. For the nine months ended September 30, 2025 this amount represents legal fees and professional fees totaling $0.1 million incurred to finalize the purchase price allocation of Asteria Health and for other strategic opportunities to expand the business. No merger and acquisition-related expenses were incurred during each of the three months ended September 30, 2026 and 2025.
(10)
Represents the remaining unamortized portion of the debt issuance costs related to the Original Truist Credit Agreement written off upon executing the Existing Credit Agreement with Truist Bank.
Liquidity and Capital Resources
Our liquidity is derived primarily from available cash and cash equivalents, cash generated from operations, capacity under our Revolving Loans and, when necessary, debt and equity financing activities. We believe that for at least the next 12 months, our current cash position, coupled with anticipated cash generated from operations and the capacity under our revolving loans, is sufficient to fund our operations and our debt service obligations. As of September 30, 2026 and December 31, 2025, we had cash and cash equivalents of $8.9 million and $24.1 million, respectively. Additionally, as of September 30, 2026, we had $50.0 million of Revolving Loans available under our Existing Credit Agreement and as of December 31, 2025, we had $45.0 million available under our then-existing $50.0 million senior secured revolving credit facility.
Since our inception, we have financed our operations and capital expenditures primarily through capital investment from our founder and other members, debt financing in the form of short-term lines of credit and long-term notes payable, and net cash inflows from operations.
We expect our operating and capital expenditures to increase as we increase headcount, expand our operations and grow our clinic base. If additional funds are required to support our working capital requirements, acquisitions or other purposes, we may seek to raise funds through additional debt or equity financings or from other sources. If we raise additional funds through the issuance of equity or convertible debt securities, the percentage ownership of our equity holders could be significantly diluted, and these newly issued securities may have rights, preferences or privileges senior to those of existing equity holders. If we raise additional funds by obtaining loans from third parties, the terms of those financing arrangements may include negative covenants or other restrictions on our business that could impair our operating flexibility and also require us to incur additional interest expense. We can provide no assurance that additional financing will be available at all or, if available, that we would be able to obtain additional financing on terms favorable to us.
Cash Flows
The following table summarizes our unaudited condensed consolidated cash flows:
|
Nine Months Ended September 30, |
||||||||
|
(in thousands) |
2026 |
2025 |
||||||
|
Consolidated Statements of Cash Flows Data: |
||||||||
|
Net cash provided by operating activities |
$ |
6,412 |
$ |
27,625 |
||||
|
Net cash used in investing activities |
$ |
(6,821 |
) |
$ |
(4,500 |
) |
||
|
Net cash used in financing activities |
$ |
(14,863 |
) |
$ |
(34,424 |
) |
||
Operating Activities
Cash flows from operating activities result primarily from fees associated with the Biote Method and from the sale of Biote-branded dietary supplements. Cash flows from operating activities are affected by earnings levels and changes in working capital related to our business. Working capital varies from period to period and can be affected by changes in our inventory levels due to varying demand for our products, the timing of cash collections on accounts receivable and the timing of repayment of our liabilities.
Net cash provided by operating activities for the nine months ended September 30, 2026 decreased $21.2 million to $6.4 million compared to cash provided by operating activities of $27.6 million for the nine months ended September 30, 2025. Net loss for the nine months ended September 30, 2026 was $4.2 million compared to net income of $29.0 for the nine months ended September 30, 2025, decreasing cash provided by operating activities by $33.2 million. Our cash flow from working capital for the nine months ended September 30, 2026, improved primarily as a result of a $6.0 million increase in cash provided by accrued liabilities, a $4.3 million increase in cash provided by inventory and a $2.5 million increase in cash provided by accounts receivable compared to the nine months ended September 30, 2025. The change in accrued liabilities was primarily driven by a $6.2 million increase in accrued legal settlements, partially offset by a $1.3 million combined decrease in our annual bonus and sales commission accruals compared to the nine months ended September 30, 2025. The improvement in cash flow attributed to inventories was related to an increase in production at our 503B compounding facility which converted $1.1 million of pellets in process inventory into finished pellets compared to the nine months ended September 30, 2025. Further, during the nine months ended September 30, 2025, we purchased approximately $3.5 million of raw material inventory related to our Biote-branded dietary supplements that did not reoccur during the nine months ended September 30, 2026. Additionally, our Biote-branded dietary supplement inventory decreased during the nine months ended September 30, 2026 due to strong sales through our e-commerce channels, and contributed $2.4 million in cash flow compared to the nine months ended September 30, 2025. The increase in cash flow provided by accounts receivable was the result of our on-going collection efforts coupled with the decrease in revenue during the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025. These improvements in cash flow were partially offset by a $2.9 million increase in advance payments to our suppliers on future inventory purchases.
Investing Activities
Net cash used in investing activities increased $2.3 million to $6.8 million for the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025. During the nine months ended September 30, 2026 our net investments in leasehold improvements and other fixed assets for our 503B compounding facility increased compared to the nine months ended September 30, 2025 and used $1.6 million in cash over the prior year period. Additionally, investments in our internally developed software increased $0.8 million during the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025 driven by our continued commitment to developing software and other tools that are easy to use and implement under the Biote Method.
Financing Activities
Net cash used in financing activities decreased $19.6 million to $14.9 million for the nine months ended September 30, 2026, compared to $34.4 million for the nine months ended September 30, 2025. The decrease in our cash flow used in financing activities was primary driven by the refinancing of our Term Loan, which provided $125.0 million of proceeds and $12.5 million of borrowings under the $50.0 million senior secured revolving credit facility. The proceeds from the refinancing were used to repay and retire the Term Loan and repay the then outstanding amount on the senior secured revolving credit facility and fund debt issuance costs of $3.4 million. Cash flow used in financing activities also decreased $6.6 million due to a decrease in the cash payment required under our repurchase liabilities compared to the nine months ended September 30, 2025. As of September 30, 2026, we had fully repaid all obligations associated with the share repurchase liabilities. These decreases were partially offset by $3.9 million increase in cash used to repurchase 3,784,063 shares of our Class A common stock at an average price of $1.91 per share during the nine months ended September 30, 2026.
First Amendment to Existing Credit Agreement
On November 4, 2026, we executed a first amendment (the "First Amendment") to the Existing Credit Agreement and waiver (as amended by the First Amendment, the "Credit Agreement"), which, among other things, (i) waived our noncompliance with our financial covenants for the fiscal period ended on September 30, 2026, (ii) relaxed the requirements under the existing fixed charge coverage ratio covenant and the total net leverage ratio covenant for the duration of the period commencing on July 1, 2026 and ending (subject to achieving certain compliance milestones) on January 1, 2028 (the "Covenant Change Period"), (iii) introduced two new financial covenants, including (A) a minimum liquidity covenant and (B) a minimum consolidated EBITDA covenant, (iv) increased the interest rate applicable to the loans by introducing an additional Level 3 accruing at SOFR plus 3.25% per annum for each fiscal quarter after the most recently reported total net leverage ratio exceeded 3.75:1.00, (v) reduced the available Revolving Loans from $50.0 million to $35.0 million, and (vi) established maximum capital expenditure limits for the duration of the Covenant Change Period. See Note 21 "Subsequent Events" to the unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report for additional information.
In addition to the financial covenants, we are required to deliver financial statements and other information and are prohibited from making certain restricted payments (as defined in the First Amendment) during the fiscal year in progress.
The Credit Agreement is secured by substantially all of our assets 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 each case, subject to heightened restrictions for the duration of the Covenant Change Period.
We are exploring various means of enhancing our liquidity position and ensuring compliance with our debt covenants by increasing sales productivity, strengthening efficiencies gained through our vertically integrated structure, closely monitoring expenses and, if necessary, reducing selling, general and administrative expenses.
Critical Accounting Policies and Estimates
The discussion and analysis of our financial condition and results of operations are based upon our unaudited condensed consolidated financial statements, which have been prepared in accordance with U.S. GAAP. In preparing the unaudited condensed consolidated financial statements, we make estimates and judgments that affect the reported amounts of assets, liabilities, revenue, expenses, and related contingent liabilities. The methods, estimates, and judgments that we use in applying our accounting policies have a significant impact on the results that we report in our unaudited condensed consolidated financial statements. Some of our accounting policies require us to make difficult and subjective judgments, often as a result of the need to make estimates regarding matters that are inherently uncertain. Our estimates are based on historical experience, current economic and industry conditions and on various other assumptions that we believe to be reasonable under the circumstances. Because of the uncertainty inherent in these matters, actual results may differ from these estimates and could differ based upon other assumptions or conditions.
See Note 2, Significant Accounting Policies, to the audited consolidated financial statements included in our 2025 Form 10-K for more information about our significant accounting policies, including our critical accounting policies. The critical accounting estimates that reflect our most significant judgments and estimates used in the preparation of our consolidated financial statements are described in Part II, Item 7 "Management's Discussion and Analysis of Financial Condition and Results of Operations," included in our 2025 Form 10-K. During the three and nine months ended September 30, 2026, there were no material changes to our critical accounting policies and estimates from those discussed in our 2025 Form 10-K.
Recently Issued and Adopted Accounting Pronouncements
For a description of recent accounting pronouncements, see "Recently Adopted Accounting Pronouncements" and "Recent Accounting Pronouncements Not Yet Adopted" in Note 2 to the unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report.
Emerging Growth Company and Smaller Reporting Company Status
We are an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended (the "Securities Act"), as modified by the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act"). Section 107 of the JOBS Act provides that an emerging growth company can take advantage of an extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards applicable to public companies, allowing them to delay the adoption of those standards until those standards would otherwise apply to private companies. We have elected to use this extended transition period under the JOBS Act. As a result, our consolidated financial statements may not be comparable to the financial statements of companies that are required to comply with the effective dates for new or revised accounting standards that are applicable to public companies, which may make our common stock less attractive to investors.
We will remain an emerging growth company under the JOBS Act until the earliest of (i) December 31, 2026, (ii) the last date of our fiscal year in which we have total annual gross revenue of at least $1.235 billion, (iii) the date on which we are deemed to be a "large accelerated filer" under the rules of the SEC with at least $700.0 million of outstanding securities held by non-affiliates or (iv) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the previous three years.
We are also a "smaller reporting company" as defined in the Securities Exchange Act of 1934, as amended. We may continue to be a smaller reporting company even after we are no longer an emerging growth company. We may take advantage of certain of the scaled disclosures available to smaller reporting companies and will be able to take advantage of these scaled disclosures for so long as our common stock held by non-affiliates is less than $250.0 million measured on the last business day of our second fiscal quarter, or our annual revenue is less than $100.0 million during the most recently completed fiscal year and our common stock held by non-affiliates is less than $700.0 million measured on the last business day of our second fiscal quarter.
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