| Biote Debuts as Publicly Traded Company Focused on Transforming Hormone Optimization Industry |
IRVING, Texas--(BUSINESS WIRE)--biote Corp., (Nasdaq: BTMD) (“Biote” or the “Company”), a high growth, differentiated medical practice-building business within the hormone optimization space, today announced that it has completed its business combination with Haymaker Acquisition Corp. III (Nasdaq: HYAC) (“Haymaker”), a special purpose acquisition company. The business combination, which was approved by Haymaker’s stockholders at its special meeting held on May 24, 2022, as well as the credit facilities entered into in connection with the closing of the business combination, provides the capital to accelerate growth in core markets and new geographies. Following the transaction, the combined company was renamed biote Corp., and its Class A common stock and warrants will begin trading on the Nasdaq Stock Exchange under the symbols “BTMD” and “BTMDW,” respectively, beginning on May 27, 2022. “Since its founding, Biote has been dedicated to transforming the large and often-overlooked hormone optimization market. We believe we have a best-in-class provider support network that provides tremendous benefits to both healthcare practitioners and their patients suffering from hormone imbalance who want to feel their best,” said Terry Weber, Chief Executive Officer of Biote. “This transaction further strengthens Biote’s balance sheet as we continue to expand, execute on our vision, and further solidify our position as the premier hormone optimization company. We recently reported strong results for the first quarter of 2021, and we look forward to sharing our second quarter results in August.” Biote has developed a high-growth practice-building business within the hormone optimization space. Similar to a franchise model, Biote provides the necessary components to enable Biote-certified practitioners to establish, build, and successfully implement a program designed to optimize hormone levels using personalized solutions for their patient populations. 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 (“HRT”) products, as well as digital and point-of-care marketing support. Biote also sells a complementary Biote-branded line of dietary supplements. The Company generates revenue by charging Biote-partnered clinics fees associated with the support Biote provides for the clinic’s HRT procedures and from the sale of Biote-branded dietary supplements. Advisors Jefferies acted as financial and capital markets advisor to Biote. Haymaker engaged Citi as a placement agent and financial advisor, Truist Securities, Inc. (“Truist”) as a placement agent and capital markets advisor, and William Blair as a placement agent, financial advisor and capital markets advisor, and in October 2021 Haymaker engaged Alvarium MB (US) BD, LLC as a placement agent and financial advisor. Cooley LLP served as legal advisor to Biote. DLA Piper LLP (US) served as legal advisor to Haymaker Acquisition Corp. III. About Biote Biote is a woman-led company operating a high growth, differentiated medical practice-building business within the hormone optimization space. Biote trains practitioners how to identify and treat early indicators of hormone-related aging conditions. Forward Looking Statements This press release contains certain “forward-looking statements” within the meaning of the federal U.S. securities laws with respect to the business combination between Haymaker and Biote, the benefits of the transaction, the services and markets of Biote, our 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, goals or achievements or other future events. These forward-looking statements generally are identified by words such as “anticipate”, “believe”, “expect”, “may”, “could”, “will”, “potential”, “intend”, “estimate”, “should”, “plan”, “predict”, or the negative or other variations of such statements, reflect our management’s current beliefs and assumptions and are based on the information currently available to our management. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, 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 announcement of the completion of the business combination on Biote’s business relationships, operating results and business generally; (ii) risks that the transaction disrupts current plans and operations of Biote; (iii) the outcome of any legal proceedings that may be instituted against Biote related to the business combination agreement or the transaction; (iv) the ability to maintain the listing of Biote’s securities on a national securities exchange; (v) changes in the competitive industries in which Biote operates, variations in operating performance across 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 the completion of the proposed transaction, and identify and realize additional opportunities; (vii) the risk of downturns in the market and Biote’s industry including, but not limited to, as a result of the COVID-19 pandemic; (viii) costs related to the transaction and the failure to realize anticipated benefits of the transaction or to realize estimated pro forma results and underlying assumptions, including with respect to estimated stockholder redemptions; and (ix) risks and uncertainties related to Biote’s business, including, but not limited to, those related to regulation, its supply chain, its executive influence, its limited operating history, highly competitive markets and competition, data privacy and cybersecurity, its ability to grow, its financial condition and potential dilution, its forecasts, expansion, intellectual property, current or future litigation, capital requirements and the need for additional capital, physician training, relationships with physicians, its key employees and qualified personnel, third-party manufacturers, regulatory scrutiny of the pharmacy compounding industry, health care fraud and abuse, HIPAA, and its dietary supplement business. The foregoing list of factors is not exclusive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of the proxy statement and other documents filed by 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 on which they are made, and Biote does not assume any 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 put undue reliance on these forward-looking statements. Biote does not give any assurance that it will achieve its expectations. |
businesswire.com |
2022-05-26 20:05:00 |
Czytaj oryginał (ang.) |
| Biote Reports First Quarter 2022 Financial Results and Provides Corporate Update |
IRVING, Texas--(BUSINESS WIRE)--Biote, a high growth, differentiated medical practice-building business within the hormone optimization space, today announced financial results for the first quarter of 2022. Similar to a franchise model, Biote provides the necessary components to enable practitioners to establish, build, and successfully operate a hormone optimization practice. Biote sits at the intersection of healthcare and consumer, with demonstrated brand loyalty and a sales trajectory poised to disrupt the multi-billion-dollar hormone optimization space. Biote’s mission is to help practitioners’ patients feel like their best selves through all phases of aging. “In the first quarter, the Biote team delivered another strong growth performance. We advanced our strategic expansion plans and accelerated growth in core markets and new geographies,” said Terry Weber, Biote’s Chief Executive Officer. “We continue to be a leader in the hormone optimization space, enabling the healthcare practitioners we partner with to seamlessly integrate the Biote Method into their practices, benefitting both providers and their patients. Biote’s net revenue of $37 million was driven by 21.2% growth in Biote-partnered practitioner procedures, which is the core of our business. In our dietary supplement product line, our 2021 Black Friday promotion was more successful than we predicted, resulting in our Q1 2022 sales being pulled into the fourth quarter of 2021. Without this effect, we believe our dietary supplement growth would have maintained its historical pattern of approximately 20% year-over-year growth.” After excluding certain non-recurring expenses and one-time costs associated with our pending business combination, adjusted EBITDA was $12 million, or 20% year-over-year growth. This was driven by the strong demand for our key services and product offerings and continued improvements in gross margin. “We are excited about the business combination with Biote, a company we believe to be a clear leader in the expanding hormone optimization space. For far too long, patients have been treated for the symptoms of hormone imbalance instead of addressing the root cause. A growing number of healthcare providers are turning to the Biote Method to help people feel their best,” said Andrew Heyer, President and Director of Haymaker Acquisition Corp. III. “We believe that the company is only beginning to realize its potential, and are confident that Terry and her team are perfectly positioned to capitalize on Biote’s enormous growth opportunity.” 2022 Outlook Biote is well-positioned in 2022 to execute on its strategic growth plans. The planned business combination with Haymaker is expected to close in the second quarter of 2022. Completion of the business combination with Haymaker will provide a strong financial footing and serve as a springboard as the company intends to enter a phase of accelerated growth. The company intends to expand outside of its current 10-state core geography, with particular emphasis on the West Coast, Northeast and mid-Atlantic regions. To support this effort, Biote plans to substantially expand its sales force over the course of the year. Additionally, Biote will continue to conduct clinical research to generate evidence supporting the benefits of the Biote Method, and review data from millions of patient procedures performed by Biote-certified practitioners to help identify potential additional product offerings. Looking ahead, Biote is projecting $160-166 million in revenue and $46-50 million in adjusted EBITDA in 2022. About Biote Biote is a woman-led company operating a high growth, differentiated medical practice-building business within the hormone optimization space. Biote trains practitioners how to identify and treat early indicators of hormone-related aging conditions. About Haymaker Acquisition Corp. III Haymaker Acquisition Corp. III is a blank check company formed for the purpose of effecting a business combination, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. Haymaker is led by Chief Executive Officer and Executive Chairman, Steven J. Heyer; President, Andrew R. Heyer; and Chief Financial Officer, Christopher Bradley. Important Information About the Business Combination and Where to Find It In connection with the proposed business combination, Haymaker has filed a definitive proxy statement with the U.S. Securities and Exchange Commission (the “SEC”). Haymaker’s stockholders and other interested persons are advised to read the definitive proxy statement and other documents filed in connection with the proposed business combination, as these materials will contain important information about Biote, Haymaker and the proposed business combination. The definitive proxy statement and other relevant materials for the proposed business combination were mailed to stockholders of Haymaker as of the record date for stockholders to vote at a special meeting in lieu of the 2022 annual meeting of stockholders. Stockholders of the Company may obtain copies of the definitive proxy statement and other documents filed with the SEC, without charge, once available, at the SEC’s website at www.sec.gov, or by directing a written request to: Haymaker Acquisition Corp. III, 501 Madison Avenue, 12th Floor, New York, NY 10022. Participants in the Solicitation Haymaker and its directors and executive officers may be deemed participants in the solicitation of proxies from Haymaker’s stockholders with respect to the proposed business combination. A list of the names of those directors and executive officers and a description of their interests in Haymaker are contained in the Haymaker’s definitive proxy statement for the proposed business combination, which has been filed with the SEC and is available at www.sec.gov. Biote and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from the stockholders of the Company in connection with the Business Combination. A list of the names of such directors and executive officers and information regarding their interests in the proposed business combination are included in definitive proxy statement for the proposed business combination. Forward-Looking Statements This press release contains certain “forward-looking statements” within the meaning of the federal U.S. securities laws with respect to the proposed business combination between Haymaker and Biote, the benefits of the transaction, the anticipated timing of the transaction, the services and markets of Biote, our 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, goals or achievements or other future events. These forward-looking statements generally are identified by words such as “anticipate”, “believe”, “expect”, “may”, “could”, “will”, “potential”, “intend”, “estimate”, “should”, “plan”, “predict”, or the negative or other variations of such statements, reflect our management’s current beliefs and assumptions and are based on the information currently available to our management. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, 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 risk that the transaction may not be completed in a timely manner or at all, which may adversely affect the price of Haymaker’s securities; (ii) the risk that the transaction may not be completed by Haymaker’s business combination deadline and the potential failure to obtain an extension of the business combination deadline if sought by Haymaker; (iii) the failure to satisfy the conditions to the consummation of the transaction, including the approval of the business combination agreement by the stockholders of Haymaker, the satisfaction of the minimum cash amount following any redemptions by Haymaker's public stockholders and the receipt of certain governmental and regulatory approvals; (iv) the lack of a third-party valuation in determining whether or not to pursue the proposed transaction; (v) the occurrence of any event, change or other circumstance that could give rise to the termination of the business combination agreement; (vi) the effect of the announcement or pendency of the transaction on Biote’s business relationships, operating results and business generally; (vii) risks that the proposed transaction disrupts current plans and operations of Biote; (viii) the outcome of any legal proceedings that may be instituted against Biote or Haymaker related to the business combination agreement or the proposed transaction; (ix) the ability to maintain the listing of Haymaker’s securities on a national securities exchange; (x) changes in the competitive industries in which Biote operates, variations in operating performance across competitors, changes in laws and regulations affecting Biote’s business and changes in the combined capital structure; (xi) the ability to implement business plans, forecasts and other expectations after the completion of the proposed transaction, and identify and realize additional opportunities; (xii) the risk of downturns in the market and Biote’s industry including, but not limited to, as a result of the COVID-19 pandemic; (xiii) costs related to the transaction and the failure to realize anticipated benefits of the transaction or to realize estimated pro forma results and underlying assumptions, including with respect to estimated stockholder redemptions; (xiv) the inability to complete the Truist debt financing; and (xv) risks and uncertainties related to Biote’s business, including, but not limited to, those related to regulation, its supply chain, its executive influence, its limited operating history, highly competitive markets and competition, data privacy and cybersecurity, its ability to grow, its financial condition and potential dilution, its forecasts, expansion, intellectual property, current or future litigation, capital requirements and the need for additional capital, physician training, relationships with physicians, its key employees and qualified personnel, third-party manufacturers, regulatory scrutiny of the pharmacy compounding industry, health care fraud and abuse, HIPAA, and its nutraceutical business. The foregoing list of factors is not exclusive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of the proxy statement and other documents filed by Haymaker 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 on which they are made, and neither Biote nor Haymaker assume any 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 put undue reliance on these forward-looking statements. Neither Haymaker nor Biote gives any assurance that either Haymaker or Biote, or the combined company, will achieve its expectations. Non-Solicitation This press release is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the potential business combination or any other matter and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of Haymaker, Biote or the combined company, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended. Discussion of Non-GAAP Financial Measures Our management uses different financial measures, both GAAP and non-GAAP, in analyzing and assessing the overall performance of our business, making operating decisions, planning and forecasting future periods, and determining payments under compensation programs. We consider the use of non-GAAP financial measures helpful in assessing the core performance of our operations and when planning and forecasting future periods. Our annual financial plan is approved by our board of directors. We believe that providing non-GAAP information to investors will allow investors to view the financial results in the way our management views them and helps investors to better understand our financial and operating performance and evaluate the efficacy of the methodology and information used by our management to evaluate and measure such performance. We use adjusted EBITDA as an alternative measure to evaluate our operational performance. We calculate adjusted EBITDA by excluding from Net Income: interest, expenses, depreciation, and amortization expenses; and income taxes. Additionally, we exclude certain expenses that we believe to be non-recurring in nature and not indicative of our ongoing operations. Adjusted EBITDA is a non-GAAP financial measure, may have limited value in comparability with other companies, and is not a substitute to measures of financial performance prepared in accordance with GAAP. 1 Please see the reconciliations of non-GAAP financial measures to the most directly comparable GAAP measures and additional information about non-GAAP measures First Quarter 2022 Financial Results BIOTE HOLDINGS, LLC Condensed Statements of Operations (in thousands) (unaudited) Three Months Ended, March 31, 2022 2021 Total revenue $ 37,143 $ 31,543 Income from operations $ 9,763 $ 9,393 Net income $ 9,350 $ 8,841 BIOTE HOLDINGS, LLC Reconciliation of Non-GAAP and GAAP Financial Measures (in thousands) (unaudited) Three Months Ended, March 31, 2022 2021 Net income (GAAP) 9,350 8,841 Interest 359 492 Taxes 64 64 Depreciation & Amortization 501 322 Transaction expenses 707 - Legal fees 483 - Founder related expenses 136 - Severance costs 72 - Adjusted EBITDA (Non-GAAP) $ 11,672 $ 9,719 2022 Financial Guidance BIOTE HOLDINGS, LLC Reconciliation of Non-GAAP and GAAP Financial Measures-Outlook (in thousands) (unaudited) Year Ending December 31, 2022 Range Total revenue $ 160,000 $ 166,000 Income from operations $ 41,812 $ 45,926 Net income $ 29,203 $ 33,027 Net income (GAAP) 29,203 33,027 Interest expense 5,372 5,372 Depreciation and amortization 2,599 2,719 Income taxes 7,236 7,527 Transaction and non-recurring expenses 1,648 1,298 Adjusted EBITDA (Non-GAAP) $ 46,058 $ 49,943 |
businesswire.com |
2022-05-11 20:05:00 |
Czytaj oryginał (ang.) |
| Haymaker Acquisition Corp. III Announces Pricing of $300 Million Initial Public Offering |
NEW YORK, March 01, 2021 (GLOBE NEWSWIRE) -- Haymaker Acquisition Corp. III (the "Company") today announced the pricing of its initial public offering of 30,000,000 units at a price of $10.00 per unit. The units will be listed on the NASDAQ Capital Market (“NASDAQ”) and trade under the ticker symbol “HYACU” beginning on March 2, 2021. Each unit consists of one share of Class A common stock and one-fourth of one redeemable warrant, with each whole warrant exercisable to purchase one share of Class A common stock at a price of $11.50 per share. After the securities comprising the units begin separate trading, the shares of Class A common stock and warrants are expected to be listed on the NASDAQ under the symbols "HYAC" and "HYACW," respectively. |
globenewswire.com |
2021-03-01 22:53:00 |
Czytaj oryginał (ang.) |
| ARKO Stock: 13 Things to Know As Convenience Store Play Arko Starts Trading |
ARKO stock just started trading after the Arko Holdings SPAC merger closed. Here's what investors should know now. |
investorplace.com |
2020-12-23 17:38:27 |
Czytaj oryginał (ang.) |
| ARKO / GPM Unveils Plans for its Store Prototype of the Future |
Anticipates Remodeling A pproximately 360 Stores Over the Next Three to Five Years |
globenewswire.com |
2020-11-19 09:00:00 |
Czytaj oryginał (ang.) |
| Arko/GPM and Haymaker Acquisition Corp. II to Participate in SPACInsider-ICR Webinar on November 12th at 2pm ET |
RICHMOND, Va., Nov. 09, 2020 (GLOBE NEWSWIRE) -- ARKO Holdings Ltd., (“Arko”), whose primary asset is a controlling stake in GPM Investments, LLC, (“GPM” or the “Company”), a rapidly growing leader in the U.S. convenience store industry, and who entered into a definitive business combination agreement with Haymaker Acquisition Corp. II (“Haymaker”), a publicly-traded special purpose acquisition company (SPAC), today announced that the two companies will participate in a webinar hosted by SPACInsider and ICR on November 12, 2020 at 2:00 p.m. ET. |
globenewswire.com |
2020-11-09 14:28:00 |
Czytaj oryginał (ang.) |
| ARKO / GPM Expands to Almost 3,000 Combined Company Operated and Wholesale Sites Across 33 States |
RICHMOND, Va., Oct 07, 2020 (GLOBE NEWSWIRE via COMTEX) --
Company Closes Acquisition of Empire Petroleum, Which Provides a Scaled Wholesale Platform and... |
marketwatch.com |
2020-10-07 15:09:16 |
Czytaj oryginał (ang.) |
| 3 SPACs Score - CCXX, SPAQ, & HYAC |
SPAC Winners And Losers. SPAC Size Matters. |
seekingalpha.com |
2020-07-13 14:22:53 |
Czytaj oryginał (ang.) |
| OneSpaWorld Reports First Quarter Fiscal 2020 Financial Results; Decisive and Bold Actions Taken to Navigate COVID-19 Pandemic |
OneSpaWorld Holdings Limited (NASDAQ: OSW) (“OneSpaWorld,” or the “Company”), the pre-eminent global provider of health and wellness products and serv |
businesswire.com |
2020-05-13 04:00:00 |
Czytaj oryginał (ang.) |
| OneSpaWorld Announces First Quarter 2020 Financial Results on May 13, 2020 |
NEW YORK--(BUSINESS WIRE)--OneSpaWorld Holdings Limited, (NASDAQ: OSW), the pre-eminent global provider of health and wellness products and services on board cruise ships and in destination resorts around the world, announced today that it will release its First Quarter 2020 earnings on Wednesday, May 13th before market open. The Company will conduct a conference call the same day at 10:00 am ET to discuss its quarterly results. What: OneSpaWorld first quarter 2020 financial results conference call. When: Wednesday, May 13th at 10:00 am ET. Webcast: A live webcast of the conference call can be accessed from the Investor Relations section of OneSpaWorld's website at www.onespaworld.com. Dial-in: To access the live conference call, please dial (855) 327-6837 (international dialers please dial (631) 891-4304) and use the passcode 10009431. Replay: An audio replay of the conference call can be accessed at (844) 512-2921 (international dialers (412) 317-6671), passcode 10009431. The conference call replay will be available approximately two hours after the call and remain in effect for one week. A replay of the webcast will be available for 90 days at www.onespaworld.com. About OneSpaWorld: Headquartered in Nassau, Bahamas, OneSpaWorld is one of the largest health and wellness services companies in the world. OneSpaWorld’s distinguished spas offer guests a comprehensive suite of premium health, wellness, fitness and beauty services, treatments, and products currently onboard 175 cruise ships and at 68 destination resorts around the world. OneSpaWorld holds the leading market position within the fast-growing international leisure market that has been built upon its exceptional service standards, expansive global recruitment, training and logistics platforms, and a history of service and product innovation that has enhanced its guests’ personal care experiences while vacationing for over 50 years. On March 19, 2019, OneSpaWorld completed a series of mergers pursuant to which OSW Predecessor (“OSW”), comprised of direct and indirect subsidiaries of Steiner Leisure Ltd. (“Steiner”), and Haymaker Acquisition Corp. (“Haymaker”), a special purpose acquisition company, each became indirect wholly owned subsidiaries of OneSpaWorld (the “Business Combination”). Haymaker is the acquirer and OSW the predecessor, whose historical results have become the historical results of OneSpaWorld. The operating results presented for the current quarter and year-to-date period reflect the operating results of all the businesses acquired in the Business Combination. |
businesswire.com |
2020-05-11 04:00:00 |
Czytaj oryginał (ang.) |
| OneSpaWorld: Don't Short Cruises, Short Over-Leveraged Spas On Cruise Ships |
OneSpaWorld is a much better short opportunity than the cruise lines themselves. OSW was already looking over-leveraged and financially distressed before Covid- |
seekingalpha.com |
2020-05-06 21:00:10 |
Czytaj oryginał (ang.) |