2022-08-15 | OTCPK:BTMD | Press release

Biote today issued an operating loss and net income correction for the three and six-month periods ended June 30, 2022 in the press release titled “Biote Reports Second Quarter 2022 Financial Results,” published on August 9, 2022. Other financial results presented in the original press release, revenue and Adjusted EBITDA, as well as Biote’s full-year guidance in this regard, have not been impacted. by corrections.

The corrections are as follows (in thousands):

  • operating loss for the three months ended June 30, 2022 was $(85,603) (previously reported as ($76,186));
  • operating loss for the six months ended June 30, 2022 was $(75,840) (previously reported as ($66,423));
  • net income for the three months ended June 30, 2022 was $40,341 (previously reported at $49,710); and
  • net income for the six months ended June 30, 2022 was $49,691 (previously reported at $59,060).

These corrections relate to the prior omission of certain transaction-related expenses from the operating loss and net income calculation that were identified by management after the issuance of the initial press release, as Biote completed its procedures for internal review regarding Biote’ s Quarterly Report on Form 10-Q for its fiscal quarter ended June 30, 2022. Specifically, a charge of $7.2 million for selling, general and administrative expenses was identified due to the fair excess value of shares transferred in consideration to new investors in connection with this certain business combination completed on May 26, 2022 with Haymaker Acquisition Corp. III, a Delaware corporation, BioTE Holdings, LLC, a Nevada LLC, and certain other parties (the “Business Combination””) and a charge of $2.2 million for selling, general and administrative costs related to certain consulting contracts that were e entered into within the framework of the Business Combination.

The reconciliation of Biote’s net income and adjusted EBITDA for the three and six months ended June 30, 2022 and 2021 included in the original press release and after taking into account corrections is as follows:

Quarter ended June 30

Semester ended June 30

(in thousands)

2022

2021

2022

2021

(unaudited)

Net income (GAAP)

$

40,341

$

9,761

$

49,691

$

18,602

Interest

794

425

1,153

917

Income tax expense (benefit)

(346

)

78

(282

)

142

Depreciation and amortization

563

334

1,064

656

Loss on extinguishment of debt and other non-operating items

356

(4

)

347

(8

)

Stock-based compensation expense

79,270

79,270

Transaction-related expenses

18,769

135

19,477

135

Litigation and others

150

115

841

115

Gain from change in fair value of warrant liability

(3,399

)

(3,299

)

Gain from change in fair value of earn-out liability

(123,350

)

(123,350

)

Adjusted EBITDA

$

13,148

$

10,844

$

24,812

$

20,559

Discussion of Non-GAAP Financial Measures

To provide investors with additional information regarding our financial results, Biote disclosed Adjusted EBITDA, a non-GAAP financial measure that it calculates as net earnings before interest, taxes, and depreciation and amortization, further adjusted to exclude compensation based transactions, expense related transactions, fair value adjustments of certain equity instruments classified as liabilities and other non-operating costs. Above, we have provided a reconciliation of net income (the most directly comparable GAAP financial measure) to Adjusted EBITDA.

We present Adjusted EBITDA because it is a key measure used by our management to assess our operating performance, generate future operating plans and determine payouts under compensation programs. Accordingly, we believe that Adjusted EBITDA provides useful information for investors and others to understand and evaluate our results of operations in the same way as our management.

Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analyzing our results as reported under GAAP. Some of these limitations are:

  • although depreciation and amortization are non-cash charges, depreciated assets may need to be replaced in the future, and Adjusted EBITDA does not reflect cash capital expenditure requirements for these replacements or for new ones capital expenditure needs;
  • Adjusted EBITDA does not reflect changes in or cash requirements for our working capital requirements; and
  • Adjusted EBITDA does not reflect tax payments which may represent a reduction in the cash available to us.

In addition, Adjusted EBITDA is subject to inherent limitations as it reflects the exercise of judgment by Biote’s management on which expenses are excluded or included. Due to these limitations, you should consider Adjusted EBITDA alongside other measures of financial performance, including net income and our other GAAP results.

About Biote

Biote is a woman-led company that operates a high-growth, differentiated medical practice building business in the area of ​​hormone optimization. Similar to a franchise model, Biote provides the necessary components to enable practitioners to successfully establish, build and operate a Hormone Optimization Center to treat appropriate patients for therapy. Biote trains practitioners to identify and treat early indicators of hormone-related aging conditions.

Forward-looking statements

Except for historical information contained in this press release, this press release contains certain “forward-looking statements” within the meaning of the United States federal securities laws regarding the benefits of the recent acquisition of Biote by Haymaker Acquisition Corp. III (“Haymaker”), a special purpose acquisition company (the “Transaction”), Biote’s services and markets, Biote’s expectations regarding future growth, results of operations, performance , future capital and other expenditures, competitive advantages, business prospects and opportunities, future plans and intentions, results, level of activities, performance, objectives or achievements or other future events. forward-looking statements generally are identified by words such as “anticipate”, “believe”, “expect”, “may”, “could”, “will”, “pote ntial”, “intend”, “estimate”, “should”, “plan”, “predict”, or negative or other variations of these statements, reflect the current beliefs and assumptions of our management and are based on currently available information. for our leadership. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, therefore, are subject to risks and uncertainties. Many factors could cause actual results or developments to differ materially from those expressed or implied by such forward-looking statements, including, but not limited to: (i) the effect of the transaction on commercial relationships , the results of Biote’s operations and business generally and its ability to be listed on Nasdaq; (ii) the risks that being a public company will disrupt Biote’s current plans and operations; (iii) the outcome of any legal proceedings brought against Biote or Haymaker relating to the business combination agreement or the Transaction; (iv) the possibility of trading Biote’s securities on a national stock exchange; (v) changes in the competitive industries in which Biote operates, variations in operating performance between competitors, changes in laws and regulations affecting Biote’s business and changes in the combined capital structure; (vi) the ability to implement business plans, forecasts and other expectations after completion of the transaction, and to identify and realize additional opportunities; (vii) Biote’s ability to profitably expand into existing markets and into new markets; (viii) the risk of a market and industry downturn in Biota, including, but not limited to, due to the COVID-19 pandemic, inflation, or other macroeconomic conditions, or a world conflict; (ix) Transaction-related costs and failure to realize the anticipated benefits of the Transaction; and (x) risks and uncertainties relating to Biote’s business, including, but not limited to, those relating to regulation, its supply chain, executive influence, limited operating history, markets and highly competitive competition, data privacy and cybersecurity, its ability to grow, its financial condition and potential dilution, its forecasts, its expansion, its intellectual property, its pending or future litigation, its capital requirements and the need additional capital, physician training, relationships with physicians, its key employees and qualified personnel, third-party manufacturers, regulatory oversight of the pharmaceutical preparation industry, healthcare fraud and abuse Health, Health Insurance Portability and Accountability Act of 1996 and its nutraceutical business. The above list of factors is not exclusive. You should carefully consider the foregoing factors and the other risks and uncertainties described in “Risk Factors” section of Haymaker’s proxy statement and other documents filed by Haymaker or Biote from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made, and Biote undertakes no obligation to update or revise any forward-looking statements or other information contained herein, whether as a result of new information, future events or otherwise. You are cautioned not to place undue reliance on these forward-looking statements. Biote does not guarantee that it will meet its expectations.

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