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0001600033FALSE00016000332023-05-242023-05-24

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 24, 2023
e.l.f. Beauty, Inc.
(Exact name of registrant as specified in its charter)
Delaware 001-37873 46-4464131
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification Number)

570 10th Street
Oakland, CA 94607
(Address of principal executive offices, including Zip Code)
Registrant’s telephone number, including area code: (510) 778-7787
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, par value $0.01 per share ELF New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



Item 2.02 Results of Operations and Financial Condition.
On May 24, 2023, e.l.f. Beauty, Inc. issued a press release announcing its financial results for the three and twelve months ended March 31, 2023, a copy of which is attached hereto as Exhibit 99.1.
The information in this Item 2.02 of Current Report on Form 8-K and Exhibit 99.1 shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or the Securities and Exchange Commission’s rules and regulations, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as expressly set forth by specific reference in such a filing.

Item 9.01 Exhibits.

(d)    Exhibits.
Exhibit
No.
Description
99.1
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).







SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
e.l.f. Beauty, Inc.
Date : May 24, 2023
By: /s/ Mandy Fields
Mandy Fields
Chief Financial Officer




EX-99.1 2 q42023er-991.htm EX-99.1 Document

Exhibit 99.1

elfbeauty_2a.jpg
e.l.f. Beauty Announces Fourth Quarter and Full Fiscal 2023 Results
– Delivered 48% Net Sales Growth in Fiscal 2023 –

– Gained Market Share for Fourth Consecutive Year –

– Provides Fiscal 2024 Outlook –
OAKLAND, California; May 24, 2023 — e.l.f. Beauty (NYSE: ELF) today announced results for the three and twelve months ended March 31, 2023.
“Our outstanding results in fiscal 2023 underscore the power of the e.l.f. brand and the world class team at e.l.f. Beauty,” said Tarang Amin, e.l.f. Beauty's Chairman and Chief Executive Officer. "We grew net sales by 78% in Q4, marking our seventeenth consecutive quarter of net sales growth. We gained 270 basis points of market share in the quarter and increased our ranking to the number three U.S. Mass Cosmetics brand for the first time, according to Nielsen. As we look ahead, we believe we are still in the early innings of unlocking the full potential we see for e.l.f. Beauty."

Fourth Quarter Fiscal 2023 Review
For the three months ended March 31, 2023, compared to the three months ended March 31, 2022:
•Net sales increased 78% to $187.4 million, primarily driven by strength across our retailer and e-commerce channels.

•Gross margin increased approximately 470 basis points to 69%, primarily driven by pricing, lower transportation costs, product mix and cost savings.

•Selling, general and administrative expenses ("SG&A") increased $55.7 million to $121.1 million, or 65% of net sales. Adjusted SG&A (SG&A excluding the items identified in the reconciliation table below) was $113.9 million, or 61% of net sales. The year over year increase in SG&A dollars was primarily due to an increase in marketing and digital spend, operations costs, and compensation and benefits.

•Net income was $16.2 million on a GAAP basis. Adjusted net income (net income excluding the items identified in the reconciliation table below) was $23.8 million.

•Diluted earnings per share were $0.29 on a GAAP basis. Adjusted diluted earnings per share (diluted earnings per share calculated with adjusted net income excluding the items identified in the reconciliation table below) were $0.42.

•Adjusted EBITDA (EBITDA excluding the items identified in the reconciliation table below) was $21.2 million, or 11% of net sales, up 66% year over year.

Full Year Fiscal 2023 Review
For the twelve months ended March 31, 2023, compared to the twelve months ended March 31, 2022:
•Net sales increased 48% to $578.8 million, primarily driven by strength across our retailer and e-commerce channels.



•Gross margin increased approximately 330 basis points to 67%, primarily driven by pricing, cost savings and product mix, partially offset by inventory adjustments.

•SG&A increased $100.3 million to $322.3 million, or 56% of net sales. Adjusted SG&A was $293.2 million, or 51% of net sales. The year over year increase in SG&A dollars was primarily due to an increase in marketing and digital spend, compensation and benefits, operations costs, retail fixturing and visual merchandising costs.

•Net income was $61.5 million on a GAAP basis. Adjusted net income was $91.8 million.

•Diluted earnings per share were $1.11 on a GAAP basis. Adjusted diluted earnings per share were $1.66.

•Adjusted EBITDA was $116.8 million, or 20% of net sales, up 56% year over year.

Balance Sheet
The Company ended fiscal 2023 with $120.8 million in cash and cash equivalents and $60.9 million of long-term debt and finance lease obligations, as compared to $43.4 million in cash and cash equivalents and $91.1 million of long-term debt and finance lease obligations at the end of fiscal 2022.
Fiscal 2024 Outlook
The Company is providing the following outlook for fiscal 2024. When compared to fiscal 2023, the outlook for fiscal 2024 reflects an expected 22-24% increase in net sales.

Fiscal 2024 Outlook Fiscal 2023
Net sales
$705-720 million
$579 million
Adjusted EBITDA
$144.5-147.5 million
$116.8 million
Adjusted effective tax rate
21-22%
10%
Adjusted net income
$98.5-100.5 million
$91.8 million
Adjusted diluted earnings per share
$1.73-1.76
$1.66
Weighted average diluted shares outstanding
57 million
55 million
Webcast Details
The Company will hold a webcast to discuss the results from its fourth quarter fiscal 2023 today, May 24, 2023, at 4:30 p.m. Eastern Time. The webcast will be broadcast live at https://investor.elfbeauty.com/news-and-events/events. For those unable to listen to the live broadcast, an archived version will be available at the same location.

About e.l.f. Beauty
e.l.f. Beauty, Inc. builds brands designed to disrupt industry norms, shape culture and connect communities through positivity, inclusivity and accessibility. Our deep commitment to clean, cruelty-free beauty at an incredible value has fueled the success of our flagship brand e.l.f. Cosmetics since 2004 and driven our portfolio expansion. Today, our multi-brand portfolio includes e.l.f. Cosmetics, e.l.f. SKIN, pioneering clean-beauty brand Well People and Keys Soulcare, a groundbreaking lifestyle beauty brand created with Alicia Keys. Our family of brands is available online and across leading beauty, mass market and specialty retailers in the U.S., and has a growing international presence.

Learn more by visiting https://investor.elfbeauty.com.




Note Regarding non-GAAP Financial Measures
This press release includes references to non-GAAP measures, including adjusted EBITDA, adjusted net income and adjusted diluted earnings per share. The Company presents these non-GAAP measures because its management uses them as supplemental measures in assessing its operating performance, and believes they are helpful to investors, securities analysts and other interested parties in evaluating the Company’s performance. The non-GAAP measures included in this press release are not measurements of financial performance under GAAP and they should not be considered as alternatives to measures of performance derived in accordance with GAAP. In addition, these non-GAAP measures should not be construed as an inference that the Company’s future results will be unaffected by unusual or non-recurring items. These non-GAAP measures have limitations as analytical tools, and you should not consider such measures either in isolation or as substitutes for analyzing the Company’s results as reported under GAAP. The Company’s definitions and calculations of these non-GAAP measures are not necessarily comparable to other similarly titled measures used by other companies due to different methods of calculation.

Adjusted EBITDA excludes expense or income related to restructuring of operations, stock-based compensation, loss on extinguishment of debt and other non-cash and non-recurring items. Such other non-cash or non-recurring items historically include legal settlements, pre-launch costs to develop the Company’s brand, Keys Soulcare, third-party costs related to M&A due diligence, and amortization of internal-use software costs related to cloud applications. Adjusted SG&A excludes expense related to stock-based compensation and other non-cash and non-recurring items. Such other non-cash or non-recurring items historically include legal settlements, pre-launch costs to develop the Company’s brand, Keys Soulcare and third-party costs related to M&A due diligence. Adjusted effective tax rate is the tax rate when excluding the pre-tax impact of expense or income related to restructuring of operations, stock-based compensation, other non-cash and non-recurring items, amortization of acquired intangible assets, as well as the related tax impact for these items, calculated utilizing the statutory rate for where the impact was incurred. Adjusted net income excludes expense or income related to restructuring of operations, stock-based compensation, other non-cash and non-recurring items, loss on extinguishment of debt, amortization of acquired intangible assets and the tax impact of the foregoing adjustments. Such other non-cash or non-recurring items, which historically include legal settlements, pre-launch costs to develop the Company’s brand, Keys Soulcare, and third-party costs related to M&A due diligence.

With respect to the Company’s expectations under “Fiscal 2024 Outlook” above, the Company is not able to provide a quantitative reconciliation of the adjusted EBITDA, adjusted net income and adjusted diluted earnings per share guidance non-GAAP measures to the corresponding net income and diluted earnings per share GAAP measures without unreasonable efforts. The Company cannot provide meaningful estimates of the non-recurring charges and credits excluded from these non-GAAP measures due to the forward-looking nature of these estimates and their inherent variability and uncertainty. For the same reasons, the Company is unable to address the probable significance of the unavailable information.

Forward-looking Statements
This press release contains forward-looking statements within the meaning of the federal securities laws, including those statements relating to the Company's outlook for fiscal 2024 under “Fiscal 2024 Outlook” above and those statements that we believe we are still in the early innings of unlocking the full potential we see for e.l.f. Beauty. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, actual results and the timing of selected events may differ materially from those expectations. Factors that could cause actual results to differ materially from those in the forward looking statements include, among other things, the risks and uncertainties that are described in the Company's most recent Annual Report on Form 10-K, as updated from time to time in the Company's SEC filings, as well as the Company’s ability to effectively compete with other beauty companies; the Company’s ability to successfully introduce new products; the Company’s ability to attract new retail customers and/or expand business with its existing retail customers; the Company’s ability to optimize shelf space at its key retail customers; the loss of any of the Company’s key retail customers or if the general business performance of its key retail customers declines; and the Company’s ability to effectively manage its SG&A and other expenses. Potential investors are urged to consider these factors carefully in evaluating the forward-looking statements. These forward-looking statements speak only as of the date hereof. Except as required by law, the Company assumes no obligation to update or revise these forward-looking statements for any reason, even if new information becomes available in the future.





Investors: Media:
KC Katten
Melinda Fried
VP, Corporate Development & Investor Relations, e.l.f. Beauty
KKatten@elfbeauty.com
Head of Corporate Communications, e.l.f. Beauty
mfried@elfbeauty.com



e.l.f. Beauty, Inc. and subsidiaries
Condensed consolidated statements of operations and comprehensive income (loss)
(unaudited)
(in thousands, except share and per share data)
 
Three months ended March 31, Twelve months ended March 31,
2023 2022 2023 2022
Net sales $ 187,357  $ 105,135  $ 578,844  $ 392,155 
Cost of sales 58,231  37,635  188,448  140,423 
Gross profit 129,126  67,500  390,396  251,732 
Selling, general and administrative expenses 121,081  65,332  322,253  221,912 
Restructuring (income) expense —  (18) —  50 
Operating income 8,045  2,186  68,143  29,770 
Other expense (income), net 320  (484) (1,875) (1,438)
Interest expense, net (106) (529) (2,018) (2,441)
Loss on extinguishment of debt —  —  (176) (460)
Income before provision for income taxes 8,259  1,173  64,074  25,431 
Income tax benefit (provision) 7,987  383  (2,544) (3,661)
Net income $ 16,246  $ 1,556  $ 61,530  $ 21,770 
Comprehensive income $ 16,246  $ 1,556  $ 61,530  $ 21,770 
Net income per share:
Basic $ 0.31  $ 0.03  $ 1.17  $ 0.43 
Diluted $ 0.29  $ 0.03  $ 1.11  $ 0.41 
Weighted average shares outstanding:
Basic 53,189,447  51,273,325  52,474,811  50,940,808 
Diluted 56,641,510  53,778,530  55,337,554  53,654,303 






e.l.f. Beauty, Inc. and subsidiaries
Condensed consolidated balance sheets
(unaudited)
(in thousands, except share and per share data)
 
March 31, 2023 March 31, 2022
Assets
Current assets:
Cash and cash equivalents $ 120,778  $ 43,353 
Accounts receivable, net 67,928  45,567 
Inventory, net 81,323  84,498 
Prepaid expenses and other current assets 33,296  19,611 
Total current assets 303,325  193,029 
Property and equipment, net 7,874  10,577 
Intangible assets, net 78,041  86,163 
Goodwill 171,620  171,620 
Investments 2,875  2,875 
Other assets 31,866  30,368 
Total assets $ 595,601  $ 494,632 
Liabilities and stockholders' equity
Current liabilities:
Current portion of long-term debt and capital lease obligations $ 5,575  $ 5,786 
Accounts payable 31,427  19,227 
Accrued expenses and other current liabilities 70,974  40,004 
Total current liabilities 107,976  65,017 
Long-term debt and finance lease obligations 60,881  91,080 
Deferred tax liabilities 3,742  9,593 
Long-term operating lease obligations 11,201  15,744 
Other long-term liabilities 784  769 
Total liabilities 184,584  182,203 
Commitments and contingencies
Stockholders' equity:
Common stock, par value of $0.01 per share; 250,000,000 shares authorized as of March 31, 2023 and March 31, 2022; 53,770,482 and 52,243,764 shares issued and outstanding as of March 31, 2023 and March 31, 2022, respectively
535  515 
Additional paid-in capital 832,481  795,443 
Accumulated deficit (421,999) (483,529)
Total stockholders' equity 411,017  312,429 
Total liabilities and stockholders' equity $ 595,601  $ 494,632 





e.l.f. Beauty, Inc. and subsidiaries
Condensed consolidated statements of cash flows
(unaudited)
(in thousands)
 
Twelve months ended March 31,
2023 2022
Cash flows from operating activities:
Net income $ 61,530  $ 21,770 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 22,164  27,083 
Restructuring expense —  50 
Stock-based compensation expense 29,117  19,646 
Amortization of debt issuance costs and discount on debt 346  394 
Deferred income taxes (6,401) (3,701)
Loss on extinguishment of debt 176  460 
Other, net 179  496 
Changes in operating assets and liabilities:
Accounts receivable (22,432) (5,597)
Inventory 3,174  (27,655)
Prepaid expenses and other assets (24,553) (10,555)
Accounts payable and accrued expenses 42,995  1,498 
Other liabilities (4,412) (4,376)
Net cash provided by operating activities 101,883  19,513 
Cash flows from investing activities:  
Purchase of property and equipment (1,723) (4,818)
Net cash used in investing activities (1,723) (4,818)
Cash flows from financing activities:  
Proceeds from revolving line of credit —  26,480 
Repayment of revolving line of credit —  (26,480)
Proceeds from long-term debt —  25,581 
Repayment of long-term debt (30,000) (54,525)
Debt issuance costs paid —  (1,064)
Cash received from issuance of common stock 8,053  1,677 
Other, net (788) (779)
Net cash used in financing activities (22,735) (29,110)
Net increase (decrease) in cash and cash equivalents 77,425  (14,415)
Cash and cash equivalents - beginning of period 43,353  57,768 
Cash and cash equivalents - end of period $ 120,778  $ 43,353 











e.l.f. Beauty, Inc. and subsidiaries
Reconciliation of GAAP net income to non-GAAP adjusted EBITDA
(unaudited)
(in thousands)
Three months ended March 31, Twelve months ended March 31,
2023 2022 2023 2022
Net income $ 16,246  $ 1,556  $ 61,530  $ 21,770 
Interest expense, net 106  529  2,018  2,441 
Income tax (benefit) provision (7,987) (383) 2,544  3,661 
Depreciation and amortization 4,617  5,694  18,016  22,403 
EBITDA $ 12,982  $ 7,396  $ 84,108  $ 50,275 
Restructuring (income) expense (a) —  (18) —  50 
Stock-based compensation 7,284  5,048  29,117  19,646 
   Loss on extinguishment of debt (b)
—  —  176  460 
Other non-cash and non-recurring items (c) 977  386  3,380  4,256 
Adjusted EBITDA $ 21,243  $ 12,812  $ 116,781  $ 74,687 

(a) Restructuring (income) expense during the three and twelve months ended March 31, 2022 relates to the closure of the Company’s manufacturing plant, including impairment of assets, the disposal of excess inventory on hand at the plant, the termination of manufacturing employees and sub lease income.
(b) Loss on extinguishment of debt includes the write-off of existing debt issuance costs and certain fees paid related to the amended credit agreement.
(c) Represents various other non-cash or non-recurring items, which historically include legal settlements, pre-launch costs to develop the Company’s brand, Keys Soulcare, third-party costs related to M&A due diligence, and amortization of internal-use software costs related to cloud applications.









e.l.f. Beauty, Inc. and subsidiaries
Reconciliation of GAAP SG&A to non-GAAP adjusted SG&A
(unaudited)
(in thousands)
Three months ended March 31, Twelve months ended March 31,
2023 2022 2023 2022
Selling, general, and administrative expenses $ 121,081  $ 65,332  $ 322,253  $ 221,912 
Stock-based compensation (7,195) (4,964) (29,005) (19,336)
Other non-cash and non-recurring items (a) —  83  —  (2,765)
Adjusted selling, general, and administrative expenses $ 113,886  $ 60,451  $ 293,248  $ 199,811 
 
(a) Represents various other non-cash or non-recurring items, which historically include legal settlements, pre-launch costs to develop the Company’s brand, Keys Soulcare, and third-party costs related to M&A due diligence.






e.l.f. Beauty, Inc. and subsidiaries
Reconciliation of GAAP net income to non-GAAP adjusted net income
(unaudited)
(in thousands, except share and per share data)
 
Three months ended March 31, Twelve months ended March 31,
2023 2022 2023 2022
Net income $ 16,246  $ 1,556  $ 61,530  $ 21,770 
Restructuring (income) expense (a) —  (18) —  50 
Stock-based compensation 7,284  5,048  29,117  19,646 
Other non-cash and non-recurring items (b) —  (83) —  2,765 
   Loss on extinguishment of debt (c)
—  —  176  460 
Amortization of acquired intangible assets (d) 2,029  2,030  8,122  8,123 
Tax Impact (e) (1,730) (1,604) (7,132) (7,596)
Adjusted net income $ 23,829  $ 6,929  $ 91,813  $ 45,218 
Weighted average number of shares outstanding -
diluted
56,641,510  53,778,530  55,337,554  53,654,303 
Adjusted diluted earnings per share $ 0.42  $ 0.13  $ 1.66  $ 0.84 

(a) Restructuring (income) expense during the three and twelve months ended March 31, 2022 relates to the closure of the Company’s manufacturing plant, including impairment of assets, the disposal of excess inventory on hand at the plant, the termination of manufacturing employees and sub lease income.
(b) Represents various other non-cash or non-recurring items, which historically include legal settlements, pre-launch costs to develop the Company’s brand, Keys Soulcare, and third-party costs related to M&A due diligence.
(c) Loss on extinguishment of debt includes the write-off of existing debt issuance costs and certain fees paid related to the amended credit agreement.
(d) Represents amortization expense of acquired intangible assets consisting of customer relationships and trademarks.
(e) Represents the tax impact of the above adjustments.