Restatement of Previously Issued Financial Statements

9 Months Ended

Sep. 30, 2022

Accounting Changes and Error Corrections [Abstract]

Restatement of Previously Issued Financial Statements

21.RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

In connection with the preparation of the Company’s consolidated financial statements as of and for the year ended December 31, 2022, the Company’s management identified errors in its previously issued unaudited condensed consolidated financial statements as of and for the three and nine months ended September 30, 2022. The identified error related to the Company’s earnout valuation, resulting in an overstatement of its earnout liability and its gain (loss) from change in fair value of earnout liability.

In addition, the Company has determined that it should attribute changes in fair value of its warrant and earnout liabilities to its operating subsidiary, Holdings, whereas previously these changes had been attributed to Biote. The Company determined that attributing these changes in fair value to Holdings more appropriately reflects the economics of the net income allocation to equity interests in the Company’s condensed consolidated financial statements in accordance with ASC 810, Consolidation (“ASC 810”), given the Company’s “Up-C” structure. This change resulted in an understatement of both noncontrolling interest and net income (loss) attributable to noncontrolling interest.

In connection with these errors, the Company is restating the previously issued unaudited condensed consolidated financial statements, and related notes thereto, as of and for the three and nine months ended September 30, 2022, as filed in the Company’s Quarterly Report on Form 10-Q on November 14, 2022. The restatement does not impact the Company’s current or historically reported revenue, income (loss) from operations, cash or cash flows provided by (used in) operating, investing or financing activities.

The Company’s condensed consolidated financial statements as of and for the three and nine months ended September 30, 2022 included in this Form 10-Q/A have been restated to correct the errors as follows:

	As of September 30, 2022
Condensed Consolidated Balance Sheet	As Previously Reported			Adjustments			As Restated
Earnout liability	$	78,080		$	(39,040	)	$	39,040
Total liabilities		219,465			(39,040	)		180,425
Retained earnings (Accumulated deficit)	$	(37,178	)	$	(10,941	)	$	(48,119	)
biote Corp.’s stockholders’ equity (deficit)		(37,178	)		(10,941	)		(48,119	)
Noncontrolling interest		(72,709	)		49,981			(22,728	)
Total stockholders’ equity (deficit)		(109,887	)		39,040			(70,847	)

	Three Months Ended September 30, 2022
Condensed Consolidated Statement of Income and Comprehensive Income	As Previously Reported			Adjustments			As Restated
Gain (loss) from change in fair value of earnout liability	$	(13,680	)	$	6,840		$	(6,840	)
Total other income (expense), net		(13,927	)		6,840			(7,087	)
Income (loss) before provision for income taxes		(6,112	)		6,840			728
Net income (loss)		(6,346	)		6,840			494
Less: Net income (loss) attributable to noncontrolling interest		6,890			(6,411	)		479
Net income (loss) attributable to biote Corp. stockholders		(13,236	)		13,251			15
Comprehensive income (loss)	$	(6,347	)	$	6,840		$	493
Net income (loss) per common share
Basic	$	(1.74	)	$	1.74		$	0.00
Diluted	$	(1.74	)	$	1.74		$	0.00

	Nine Months Ended September 30, 2022
Condensed Consolidated Statement of Income and Comprehensive Income	As Previously Reported			Adjustments			As Restated
Gain (loss) from change in fair value of earnout liability	$	109,670		$	(54,830	)	$	54,840
Total other income (expense), net		111,322			(54,830	)		56,492
Income (loss) before provision for income taxes		43,297			(54,830	)		(11,533	)
Net income (loss)		43,345			(54,830	)		(11,485	)
Less: Net income (loss) attributable to noncontrolling interest		(58,875	)		49,981			(8,894	)
Net income (loss) attributable to biote Corp. stockholders		102,220			(104,811	)		(2,591	)
Comprehensive income (loss)	$	43,345		$	(54,830	)	$	(11,485	)
Net income (loss) per common share
Basic	$	13.46		$	(13.80	)	$	(0.34	)
Diluted	$	0.75		$	(1.09	)	$	(0.34	)

	Nine Months Ended September 30, 2022
Condensed Consolidated Statement of Cash Flows	As Previously Reported			Adjustments			As Restated
Net income (loss)	$	43,345		$	(54,830	)	$	(11,485	)
Gain from change in fair value of earnout liability	$	(109,670	)	$	54,830		$	(54,840	)

																						Total
																Retained			Accumulated			Stockholders’						Total
														Additional		Earnings /			Other			Equity (Deficit)			Non-			Stockholders’
Condensed Consolidated Statement of	Members’ Equity					Class A Common Stock				Class V Voting Stock				Paid-in		(Accumulated			Comprehensive			Attributable to			controlling			Equity
Stockholders' Equity (Deficit)	Units			Amount		Shares		Amount		Shares		Amount		Capital		Deficit)			Income (Loss)			biote Corp.			Interest			(Deficit)
Business Combination: Reverse recapitalization on May 26, 2022 (As previously reported)		(982,800	)	$	—		7,574,271	$	1		48,565,824	$	5	$	—	$	(207,498	)	$	—		$	(207,492	)	$	—		$	—
Adjustments		—			—		—		—		—		—		—		93,870			—			93,870			—			93,870
Business Combination: Reverse recapitalization on May 26, 2022 (As restated)		(982,800	)		—		7,574,271		1		48,565,824		5		—		(113,628	)		—			(113,622	)		—			(113,622	)
Net income (loss) after May 26, 2022 (As previously reported)		—			—		—		—		—		—		—		115,456			—			115,456			(74,908	)		40,548
Adjustments		—			—		—		—		—		—		—		(118,062	)		—			(118,062	)		56,392			(61,670	)
Net loss after May 26, 2022 (As restated)		—			—		—		—		—		—		—		(2,606	)		—			(2,606	)		(18,516	)		(21,122	)
Balance at June 30, 2022 (As previously reported)		—			—		7,574,271		1		48,565,824		5		—		(24,952	)		(5	)		(24,951	)		(78,561	)		—
Net impact of adjustments		—			—		—		—		—		—		—		(24,192	)		—			(24,192	)		56,392			32,200
Balance at June 30, 2022 (As restated)		—		$	—		7,574,271	$	1		48,565,824	$	5	$	—	$	(49,144	)	$	(5	)	$	(49,143	)	$	(22,169	)	$	(71,312	)
Net income (loss) (As previously reported)		—			—		—		—		—		—		—		(13,236	)		—			(13,236	)		6,890			(6,346	)
Adjustments		—			—		—		—		—		—		—		13,251			—			13,251			(6,411	)		6,840
Net income (As restated)		—			—		—		—		—		—		—		15			—			15			479			494
Balance at September 30, 2022 (As previously reported)		—			—		8,339,158		1		48,565,824		5		—		(37,178	)		(6	)		(37,178	)		(72,709	)		(109,887	)
Net impact of adjustments		—			—		—		—		—		—		—		(10,941	)		—			(10,941	)		49,981			39,040
Balance at September 30, 2022 (As restated)		—		$	—		8,339,158	$	1		48,565,824	$	5	$	—	$	(48,119	)	$	(6	)	$	(48,119	)	$	(22,728	)	$	(70,847	)