Business Context and Reporting Period
Company: Biote Corp. (BTMD)
Filing Type: Form 10-K (Annual Report)
Reporting Period: Fiscal year ended December 31, 2025
Business Overview: Biote operates a practice-building platform in the hormone optimization space. It provides education, training, and certification to practitioners (the "Biote Method") and sells bioidentical hormone pellets and dietary supplements. The company operates as a single segment and is headquartered in Irving, Texas.
Key Financial Metrics
| Metric | 2025 | 2024 |
|---|---|---|
| Total Revenue | $192.2 million | $197.2 million |
| Net Income | $31.6 million | $0.05 million |
| Adjusted EBITDA | $53.5 million | $58.2 million |
| Operating Income | $35.6 million | $31.6 million |
| Cash and Cash Equivalents | $24.1 million | $39.3 million |
| Long-Term Debt (Term Loan) | $95.8 million (net) | $101.2 million (net) |
| Revolving Credit Facility | $5.0 million outstanding | $0 outstanding |
| Inventory, Net | $19.1 million | $14.8 million |
Note: Revenue declined 2.5% year-over-year, primarily due to a $13.3 million decrease in procedure revenue, partially offset by a $6.9 million increase in dietary supplement sales.
Material Changes vs. Prior Period
- Profitability Surge: Net income increased dramatically from $0.05 million in 2024 to $31.6 million in 2025. This was largely driven by a $13.0 million gain from the change in fair value of earnout liabilities (due to a 57.9% decrease in stock price) and the absence of a $5.0 million legal settlement expense incurred in 2024.
- Revenue Mix Shift: While total revenue declined, the mix shifted. Procedure revenue (pellets) dropped, while dietary supplement revenue grew by 19.1% ($6.9 million increase) due to expanded e-commerce sales on Amazon.
- Cost Management: Selling, General, and Administrative (SG&A) expenses decreased by $5.6 million ($107.5M to $101.8M), primarily due to the non-recurrence of the 2024 legal settlement and reduced legal fees related to business combinations.
- Acquisitions: In 2024, the company acquired Asteria Health (a 503B outsourcing facility), Simpatra, and BioSana. In 2025, the focus shifted to integration and verticalization, resulting in cost savings on pellet procedures.
- Leadership Transition: Bret Christensen was appointed CEO on February 1, 2025, succeeding Teresa S. Weber.
Guidance, Outlook, Risks, and Unusual Items
Outlook and Strategy
- Growth Strategy: Management plans to expand the commercial sales team and enter new geographies in 2026. International expansion is considered but remains secondary to U.S. growth.
- Vertical Integration: The company continues to leverage its ownership of Asteria Health to control supply chain costs and quality for bioidentical hormone pellets.
Material Risks and Contingencies
- Product Recall: On January 26, 2026, Asteria Health initiated a voluntary recall of specific hormone pellet lots (shipped May 2025–Jan 2026) due to potential metal particulate matter. The company recorded a $1.3 million inventory impairment charge in Q4 2025 and expects additional costs in future periods.
- Internal Controls: Management concluded that internal controls over financial reporting were not effective as of December 31, 2025, due to a material weakness that has not yet been remediated. This weakness relates to insufficient technical accounting personnel and IT general controls.
- Regulatory Scrutiny: The business faces significant regulatory risks regarding compounded drugs (FDA Section 503B) and dietary supplements. The FDA issued a Form 483 to Asteria Health in December 2025.
- Litigation:
- Right Value Litigation: Settled in Feb 2025 for $5.0 million (paid in Feb 2025 and Feb 2026).
- Donovitz Litigation: Settled in Nov 2025; the company agreed to repurchase 6.1 million shares of Class V stock for $18.5 million (paid Jan 2026).
- Cindy Latch Litigation: Pending trial set for May 2026 regarding misappropriation of name, image, and likeness.
Unusual Items
- Earnout Liability Gain: A non-cash gain of $13.0 million was recorded due to the decline in the company's stock price, which reduced the fair value of earnout liabilities.
- Share Repurchase Liability: The company settled significant forward share repurchase liabilities related to former shareholders, impacting cash flows in financing activities.
Investor Verification Checklist
- Recall Impact: Verify the extent of the January 2026 pellet recall, including customer notification status, potential liability exposure, and impact on future procedure volumes.
- Internal Control Remediation: Review the specific timeline and progress of remediation efforts for the material weakness in internal controls over financial reporting.
- Revenue Sustainability: Assess whether the decline in procedure revenue is a temporary fluctuation or a structural shift, and evaluate the sustainability of the dietary supplement growth rate.
- Liquidity Position: Confirm the company's ability to service its debt obligations ($103M term loan + $5M revolver) given the cash burn from legal settlements and the recall.
- Regulatory Compliance: Monitor FDA actions regarding Asteria Health and the broader compounding industry, specifically any enforcement actions following the Form 483.