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0001600033FALSE00016000332024-02-062024-02-06

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): February 6, 2024
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 February 6, 2024, e.l.f. Beauty, Inc. (the “Company”) issued a press release announcing its financial results for the three and nine months ended December 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: February 6, 2024 By: /s/ Mandy Fields
Mandy Fields
Chief Financial Officer




EX-99.1 2 q32024er-991.htm EX-99.1 Document

Exhibit 99.1

elfbeauty_2.jpg
e.l.f. Beauty Announces Third Quarter Fiscal 2024 Results
– Delivered 85% Net Sales Growth –

– e.l.f. Cosmetics Gained 305 Basis Points of Market Share –

– Raises Fiscal 2024 Outlook –
OAKLAND, California; February 6, 2024 — e.l.f. Beauty (NYSE: ELF) today announced results for the three and nine months ended December 31, 2023.
“Our vision is to create a different kind of beauty company and you can see that in the exceptional, consistent, category-leading growth we’ve delivered,” said Tarang Amin, e.l.f. Beauty’s Chairman and Chief Executive Officer. “In Q3, we grew net sales by 85% and market share by 305 basis points, marking our 20th consecutive quarter of growth in each. I’m extremely proud of our team and the progress we continue to make across color cosmetics, skin care and internationally.”
Three Months Ended December 31, 2023 Results
For the three months ended December 31, 2023, compared to the three months ended December 31, 2022:
•Net sales increased 85% to $270.9 million, primarily driven by strength in both retailer and e-commerce channels.
•Gross margin increased approximately 350 basis points to 71%, primarily driven by favorable foreign exchange impacts, improved transportation costs, cost savings and mix.
•Selling, general and administrative (“SG&A”) expenses increased $84.7 million to $160.1 million, or 59% of net sales. Adjusted SG&A (SG&A excluding the items identified in the reconciliation table below) increased $79.1 million to $147.3 million, or 54% of net sales. The 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, depreciation and amortization and professional fees.
•Net income was $26.9 million on a GAAP basis. Adjusted net income (net income excluding the items identified in the reconciliation table below) was $42.9 million.
•Diluted earnings per share were $0.46 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 $0.74.
•Adjusted EBITDA (EBITDA excluding the items identified in the reconciliation table below) was $59.1 million, or 22% of net sales, up 61% year over year.
Nine Months Ended December 31, 2023 Results
For the nine months ended December 31, 2023, compared to the nine months ended December 31, 2022:
•Net sales increased 80% to $702.8 million, primarily driven by strength in both retailer and e-commerce channels.



•Gross margin increased approximately 400 basis points to 71%, primarily driven by favorable foreign exchange impacts, cost savings and mix, improved transportation costs, and lower inventory adjustments, partially offset by costs associated with retailer activity and space expansion.
•SG&A increased $163.1 million to $364.2 million, or 52% of net sales. Adjusted SG&A increased $150.2 million to $329.5 million, or 47% of net sales. The 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, depreciation and amortization and professional fees.
•Net income was $113.1 million on a GAAP basis. Adjusted net income was $152.9 million.
•Diluted earnings per share were $1.97 on a GAAP basis. Adjusted diluted earnings per share were $2.66.
•Adjusted EBITDA was $193.8 million, or 28% of net sales, up 103% year over year.
Balance Sheet
As of December 31, 2023, the Company had $72.7 million in cash and cash equivalents and $164.4 million of long-term debt and finance lease obligations, as compared to $87.0 million in cash and cash equivalents and $62.2 million of long-term debt and finance lease obligations as of December 31, 2022.
Naturium Acquisition
On October 4, 2023, the Company closed the acquisition of Naturium, a fast-growing, high performance skin care brand, for $333.0 million in a combination of cash and Company stock. The acquisition furthers the Company’s mission to make the best of beauty accessible to every eye, lip, face and skin concern.
Updated Fiscal 2024 Outlook
The Company is providing the following updated outlook for fiscal 2024. The updated outlook for fiscal 2024 reflects an expected 69-71% year-over-year increase in net sales, as compared to an expected 55-57% increase previously.

Updated Fiscal 2024 Outlook Previous Fiscal 2024 Outlook
Net sales $980-990 million $896-906 million
Adjusted EBITDA $218-220 million $197-200 million
Adjusted effective tax rate 14  % 17-18%
Adjusted net income $164-166 million $144-146 million
Adjusted diluted earnings per share $2.84-2.87 $2.47-2.50
Fiscal year ending diluted shares outstanding 58 million 58 million
Webcast Details
The Company will hold a webcast to discuss the results from its third quarter fiscal 2024 today, February 6, 2024, at 4:30 p.m. Eastern Time. The webcast will be broadcast live at https://investor.elfbeauty.com/news-and-events/events-and-presentations. 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 norms, shape culture and connect communities through positivity, inclusivity and accessibility. A digitally disruptive brand from the start, we launched in 2004 selling premium-quality makeup for $1 online. Today, we have five visionary, purpose-driven brands, all of which make the best of beauty accessible to every eye, lip, face and skin concern. Our brand portfolio includes e.l.f. Cosmetics, e.l.f. SKIN, Naturium, Well People and Keys Soulcare. With a focus on clean, cruelty free and vegan products, we are also the first beauty company with a Fair Trade™ certified manufacturing facility. e.l.f. Beauty brands are sold online and at leading beauty, mass market, and specialty retailers in the U.S. and internationally.
Learn more at https://www.elfbeauty.com/

Note Regarding non-GAAP Financial Measures

This press release includes references to non-GAAP measures, including adjusted EBITDA, adjusted SG&A, 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 or substitutes for 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 stock-based compensation, impairment of equity investment, loss on extinguishment of debt and other non-cash and non-recurring items. Such other non-cash or non-recurring items include amortization of internal-use software costs related to cloud applications, costs related to the acquisition of Naturium, and cloud computing ERP implementation costs.
Adjusted SG&A excludes expense related to stock-based compensation and other non-recurring items. Such other non-recurring items includes other non-recurring cloud computing ERP implementation costs and costs related to the acquisition of Naturium.
Adjusted effective tax rate is the tax rate when excluding the pre-tax impact of expense or income related to stock-based compensation, other non-cash and non-recurring items, impairment of equity investment, loss on extinguishment of debt, 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 stock-based compensation, other non-recurring items, impairment of equity investment, loss on extinguishment of debt, amortization of acquired intangible assets and the tax impact of the foregoing adjustments. Such other non-recurring items, which include other non-recurring cloud computing ERP implementation costs and costs related to the acquisition of Naturium.
With respect to the Company’s expectations under “Updated 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 “Updated Fiscal 2024 Outlook” above. 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 successfully address any difficulties and challenges encountered in connection with its acquisition of Naturium, including the integration of Naturium's business with the Company's business; 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
(unaudited)
(in thousands, except share and per share data)
 
Three months ended December 31, Nine months ended December 31,
2023 2022 2023 2022
Net sales $ 270,943  $ 146,537  $ 702,789  $ 391,487 
Cost of sales 78,986  47,812  205,895  130,217 
Gross profit 191,957  98,725  496,894  261,270 
Selling, general and administrative expenses 160,121  75,434  364,246  201,172 
Operating income 31,836  23,291  132,648  60,098 
Other income (expense), net 2,565  730  1,902  (2,195)
Impairment of equity investment —  —  (1,720) — 
Interest expense, net (3,985) (463) (3,021) (1,912)
Loss on extinguishment of debt —  (176) —  (176)
Income before provision for income taxes 30,416  23,382  129,809  55,815 
Income tax provision (3,528) (4,277) (16,673) (10,531)
Net income $ 26,888  $ 19,105  $ 113,136  $ 45,284 
Net income per share:
Basic $ 0.49  $ 0.36  $ 2.08  $ 0.87 
Diluted $ 0.46  $ 0.34  $ 1.97  $ 0.82 
Weighted average shares outstanding:
Basic 55,140,887  52,707,406  54,503,518  52,239,761 
Diluted 58,030,115  55,840,137  57,550,094  54,906,065 






e.l.f. Beauty, Inc. and subsidiaries
Condensed consolidated balance sheets
(unaudited)
(in thousands, except share and per share data)
 
December 31, 2023 March 31, 2023 December 31, 2022
Assets
Current assets:
Cash and cash equivalents $ 72,705  $ 120,778  $ 87,021 
Accounts receivable, net 121,061  67,928  66,237 
Inventory, net 204,504  81,323  81,250 
Prepaid expenses and other current assets 56,630  33,296  28,382 
Total current assets 454,900  303,325  262,890 
Property and equipment, net 12,805  7,874  8,726 
Intangible assets, net 230,658  78,041  80,071 
Goodwill 340,165  171,620  171,620 
Investments 1,155  2,875  2,875 
Other assets 68,601  31,866  29,743 
Total assets $ 1,108,284  $ 595,601  $ 555,925 
Liabilities and stockholders' equity
Current liabilities:
Current portion of long-term debt and capital lease obligations $ 100,394  $ 5,575  $ 5,690 
Accounts payable 72,917  31,427  32,049 
Accrued expenses and other current liabilities 129,628  70,974  49,798 
Total current liabilities 302,939  107,976  87,537 
Long-term debt and finance lease obligations 164,403  60,881  62,177 
Deferred tax liabilities 4,281  3,742  7,783 
Long-term operating lease obligations 21,720  11,201  12,329 
Other long-term liabilities 717  784  795 
Total liabilities 494,060  184,584  170,621 
Stockholders' equity:
Common stock, par value of $0.01 per share; 250,000,000 shares authorized as of December 31, 2023, March 31, 2023 and December 31, 2022; 55,412,234, 53,770,482 and 53,165,462 shares issued and outstanding as of December 31, 2023, March 31, 2023 and December 31, 2022, respectively 553  535  528 
Additional paid-in capital 922,592  832,481  823,021 
Accumulated other comprehensive loss (58) —  — 
Accumulated deficit (308,863) (421,999) (438,245)
Total stockholders' equity 614,224  411,017  385,304 
Total liabilities and stockholders' equity $ 1,108,284  $ 595,601  $ 555,925 








e.l.f. Beauty, Inc. and subsidiaries
Condensed consolidated statements of cash flows
(unaudited)
(in thousands)
 
Nine months ended December 31,
2023 2022
Cash flows from operating activities:
Net income $ 113,136  $ 45,284 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 24,247  16,496 
Stock-based compensation expense 29,459  21,833 
Amortization of debt issuance costs and discount on debt 290  271 
Deferred income taxes (1,684) (1,819)
Impairment of equity investment 1,720  — 
Acquisition-related seller expenses (10,549) — 
Loss on extinguishment of debt —  —  176 
Other, net 27  (1)
Changes in operating assets and liabilities:
Accounts receivable (45,878) (20,620)
Inventory (106,898) 3,248 
Prepaid expenses and other assets (50,696) (15,223)
Accounts payable and accrued expenses 84,733  22,610 
Other liabilities (3,768) (3,254)
Net cash provided by operating activities 34,139  69,001 
Cash flows from investing activities:  
Acquisition, net of cash acquired (274,973) — 
Purchase of property and equipment (5,984) (1,647)
Net cash used in investing activities (280,957) (1,647)
Cash flows from financing activities:  
Proceeds from revolving line of credit 89,500  — 
Proceeds from long-term debt 115,000  — 
Repayment of long-term debt (5,188) (28,750)
Debt issuance costs paid (665) — 
Cash received from issuance of common stock 2,893  5,652 
Other, net (489) (588)
Net cash provided by (used in) financing activities 201,051  (23,686)
Effect of exchange rate changes on cash and cash equivalents (56) — 
Net (decrease) increase in cash, cash equivalents and restricted cash
(45,823) 43,668 
Cash, cash equivalents and restricted cash - beginning of period 120,778  43,353 
Cash, cash equivalents and restricted cash - end of period $ 74,955  $ 87,021 





e.l.f. Beauty, Inc. and subsidiaries
Reconciliation of GAAP net income to non-GAAP adjusted EBITDA
(unaudited)
(in thousands)

Three months ended December 31, Nine months ended December 31,
2023 2022 2023 2022
Net income $ 26,888  $ 19,105  $ 113,136  $ 45,284 
Interest expense, net 3,985  463  3,021  1,912 
Income tax provision 3,528  4,277  16,673  10,531 
Depreciation and amortization 10,272  4,386  20,445  13,399 
EBITDA $ 44,673  $ 28,231  $ 153,275  $ 71,126 
Stock-based compensation 11,042  7,257  29,459  21,833 
Impairment of equity investment (a) —  —  1,720  — 
Loss on extinguishment of debt (b) —  176  —  176 
Other non-cash and non-recurring items (c) 3,378  938  9,357  2,403 
Adjusted EBITDA $ 59,093  $ 36,602  $ 193,811  $ 95,538 

(a) Represents an impairment of equity investment recorded during the nine months ended December 31, 2023.
(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 other non-cash or non-recurring items, which include amortization of internal-use software costs related to
cloud applications, costs related to the acquisition of Naturium, and cloud computing ERP implementation costs.




e.l.f. Beauty, Inc. and subsidiaries
Reconciliation of GAAP SG&A to non-GAAP adjusted SG&A
(unaudited)
(in thousands)

Three months ended December 31, Nine months ended December 31,
2023 2022 2023 2022
Selling, general and administrative expenses $ 160,121  $ 75,434  $ 364,246  $ 201,172 
Stock-based compensation (11,051) (7,239) (29,464) (21,810)
Other non-recurring items (a) (1,726) —  (5,267) — 
Adjusted selling, general and administrative expenses $ 147,344  $ 68,195  $ 329,515  $ 179,362 
 
(a) Represents other non-recurring cloud computing ERP implementation costs and costs related to the acquisition of
Naturium.



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 December 31, Nine months ended December 31,
2023 2022 2023 2022
Net income $ 26,888  $ 19,105  $ 113,136  $ 45,284 
Stock-based compensation 11,042  7,257  29,459  21,833 
Other non-recurring items (a) 2,056  —  5,597  — 
Impairment of equity investment (b) —  —  1,720  — 
Loss on extinguishment of debt (c) —  176  —  176 
Amortization of acquired intangible assets (d) 6,128  2,031  10,183  6,093 
Tax Impact (e) (3,219) (1,767) (7,174) (5,402)
Adjusted net income $ 42,895  $ 26,802  $ 152,921  $ 67,984 
Weighted average number of shares outstanding – diluted 58,030,115  55,840,137  57,550,094  54,906,065 
Adjusted diluted earnings per share $ 0.74  $ 0.48  $ 2.66  $ 1.24 

(a) Represents other non-recurring cloud computing ERP implementation costs and costs related to the acquisition of
Naturium.
(b) Represents an impairment of equity investment recorded during the nine months ended December 31, 2023.
(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.