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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): November 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 November 6, 2024, e.l.f. Beauty, Inc. (the “Company”) issued a press release announcing its financial results for the three and six months ended September 30, 2024, 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: November 6, 2024 By: /s/ Mandy Fields
Mandy Fields
Chief Financial Officer




EX-99.1 2 q22025er-991.htm EX-99.1 Document

Exhibit 99.1

elfbeauty_2.jpg
e.l.f. Beauty Announces Second Quarter Fiscal 2025 Results
– Delivered 40% Net Sales Growth –

– e.l.f. Cosmetics Gained 195 Basis Points of U.S. Market Share –

– Raises Fiscal 2025 Outlook –
OAKLAND, California; November 6, 2024 — e.l.f. Beauty (NYSE: ELF) today announced results for the three and six months ended September 30, 2024.
“Q2 marked another quarter of consistent, category-leading growth. In Q2, we delivered 40% net sales growth, fueled by 195 basis points of market share gains in the U.S. and 91% net sales growth internationally,” said Tarang Amin, e.l.f. Beauty’s Chairman and Chief Executive Officer. “This was our 23rd consecutive quarter of both net sales growth and market share gains. We continue to make progress across color cosmetics, skin care and international and believe our unique areas of advantage will fuel our ability to win in fiscal 2025 and beyond.”
Three Months Ended September 30, 2024 Results
For the three months ended September 30, 2024, compared to the three months ended September 30, 2023:
•Net sales increased 40% to $301.1 million, primarily driven by strength in both our retailer and e-commerce channels, in the U.S. and internationally.
•Gross margin increased approximately 40 basis points to 71%, primarily driven by cost savings, favorable foreign exchange impacts, and price increases in our international markets, partially offset by mix and higher transportation costs.
•Selling, general and administrative (“SG&A”) expenses increased $74.0 million to $186.1 million, or 62% of net sales. Adjusted SG&A (SG&A excluding the items identified in the reconciliation table below) increased $62.5 million to $160.3 million, or 53% 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 $19.0 million on a GAAP basis. Adjusted net income (net income excluding the items identified in the reconciliation table below) was $45.0 million.
•Diluted earnings per share were $0.33 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 $0.77.
•Adjusted EBITDA (EBITDA excluding the items identified in the reconciliation table below) was $69.3 million, or 23% of net sales, up 15% year over year.
Six Months Ended September 30, 2024 Results
For the six months ended September 30, 2024, compared to the six months ended September 30, 2023:
•Net sales increased 45% to $625.6 million, primarily driven by strength in both retailer and e-commerce channels, in the U.S. and internationally.



•Gross margin increased approximately 60 basis points to 71%, primarily driven by cost savings, favorable foreign exchange impacts, and price increases in our international markets, partially offset by mix and inventory adjustments.
•SG&A increased $162.6 million to $366.7 million, or 59% of net sales. Adjusted SG&A increased $142.5 million to $324.7 million, or 52% 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 $66.6 million on a GAAP basis. Adjusted net income was $109.3 million.
•Diluted earnings per share were $1.14 on a GAAP basis. Adjusted diluted earnings per share were $1.87.
•Adjusted EBITDA was $146.8 million, or 23% of net sales, up 9% year over year.
Liquidity
As of September 30, 2024, the Company had $96.8 million in cash and cash equivalents and $156.6 million of long-term debt and finance lease obligations, as compared to $167.8 million in cash and cash equivalents and $57.7 million of long-term debt and finance lease obligations as of September 30, 2023.
Updated Fiscal 2025 Outlook
The Company is providing the following updated outlook for fiscal 2025. The updated outlook for fiscal 2025 reflects an expected 28-30% year-over-year increase in net sales, as compared to an expected 25-27% increase previously.

Updated Fiscal 2025 Outlook Previous Fiscal 2025 Outlook
Net sales $1,315-1,335 million $1,280-1,300 million
Adjusted EBITDA $304-308 million $297-301 million
Adjusted effective tax rate 19-20% 20-21%
Adjusted net income $205-208 million $198-201 million
Adjusted diluted earnings per share $3.47-3.53 $3.36-3.41
Fiscal year ending diluted shares outstanding 59 million 59 million
Webcast Details
The Company will hold a webcast to discuss the results from its second quarter fiscal 2025 today, November 6, 2024, at 4:30 p.m. Eastern Time. The webcast will be broadcast live at https://investor.elfbeauty.com/stock-and-financial/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 (NYSE: ELF) is fueled by a belief that anything is e.l.f.ing possible. e.l.f. is a different kind of company that disrupts norms, shapes culture and connects communities, through positivity, inclusivity and accessibility. The mission is clear: to make the best of beauty accessible to every eye, lip and face. e.l.f. Beauty and its brands, e.l.f. Cosmetics, e.l.f. SKIN, Keys Soulcare, Well People and NATURIUM, are led by purpose, driven by results and elevated by superpowers. e.l.f. Beauty offers e.l.f. clean and vegan products, all double-certified by PETA and Leaping Bunny as cruelty free, and proudly stands as the first beauty company with Fair Trade Certified™ facilities. With a kind heart at the center of e.l.f.’s ethos, the company donates 2% of net profits to organizations that make positive impacts.
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, 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 include 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, 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 related to stock-based compensation, other non-recurring items, impairment of equity investment, amortization of acquired intangible assets and the tax impact of the foregoing adjustments. Such other non-recurring items 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 2025 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 2025 under “Updated Fiscal 2025 Outlook” above and those statements that we believe our unique areas of advantage will fuel our ability to win in fiscal 2025 and beyond. 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
Sam Critchell
VP, Corporate Development & Investor Relations
kkatten@elfbeauty.com
VP, Corporate Communications
scritchell@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 September 30, Six months ended September 30,
2024 2023 2024 2023
Net sales $ 301,075  $ 215,507  $ 625,552  $ 431,846 
Cost of sales 87,016  63,142  180,210  126,909 
Gross profit 214,059  152,365  445,342  304,937 
Selling, general and administrative expenses 186,141  112,186  366,716  204,125 
Operating income 27,918  40,179  78,626  100,812 
Other income (expense), net 3,791  (1,062) 3,978  (663)
Impairment of equity investment —  —  —  (1,720)
Interest (expense) income, net (3,761) 623  (7,426) 964 
Income before provision for income taxes 27,948  39,740  75,178  99,393 
Income tax provision
(8,928) (6,469) (8,603) (13,145)
Net income $ 19,020  $ 33,271  $ 66,575  $ 86,248 
Net income per share:
Basic $ 0.34  $ 0.61  $ 1.19  $ 1.59 
Diluted $ 0.33  $ 0.58  $ 1.14  $ 1.50 
Weighted average shares outstanding:
Basic 56,345,648  54,425,384  56,160,796  54,183,091 
Diluted 58,482,530  57,438,152  58,517,993  57,308,342 






e.l.f. Beauty, Inc. and subsidiaries
Condensed consolidated balance sheets
(unaudited)
(in thousands, except share and per share data)
 
September 30, 2024 March 31, 2024 September 30, 2023
Assets
Current assets:
Cash and cash equivalents $ 96,768  $ 108,183  $ 167,763 
Accounts receivable, net 146,559  123,797  86,683 
Inventory, net 238,798  191,489  147,228 
Prepaid expenses and other current assets 71,914  53,608  33,772 
Total current assets 554,039  477,077  435,446 
Property and equipment, net 15,563  13,974  7,624 
Intangible assets, net 216,396  225,094  73,986 
Goodwill 340,582  340,600  171,620 
Other assets 110,435  72,502  58,260 
Total assets $ 1,237,015  $ 1,129,247  $ 746,936 
Liabilities and stockholders' equity
Current liabilities:
Current portion of long-term debt
$ 100,250  $ 100,307  $ 5,228 
Accounts payable 93,617  81,075  63,736 
Accrued expenses and other current liabilities 117,030  117,733  83,407 
Total current liabilities 310,897  299,115  152,371 
Long-term debt
156,648  161,819  57,735 
Deferred tax liabilities 4,833  3,666  4,901 
Long-term operating lease obligations 36,176  21,459  14,559 
Other long-term liabilities 766  616  942 
Total liabilities 509,320  486,675  230,508 
Stockholders' equity:
Common stock, par value of $0.01 per share; 250,000,000 shares authorized as of September 30, 2024, March 31, 2024 and September 30, 2023; 56,331,038, 55,583,660 and 54,621,561 shares issued and outstanding as of September 30, 2024, March 31, 2024 and September 30, 2023, respectively
562  555  545 
Additional paid-in capital 954,455  936,403  851,634 
Accumulated other comprehensive income (loss) 439  (50) — 
Accumulated deficit (227,761) (294,336) (335,751)
Total stockholders' equity 727,695  642,572  516,428 
Total liabilities and stockholders' equity $ 1,237,015  $ 1,129,247  $ 746,936 








e.l.f. Beauty, Inc. and subsidiaries
Condensed consolidated statements of cash flows
(unaudited)
(in thousands)
 
Six months ended September 30,
2024 2023
Cash flows from operating activities:
Net income $ 66,575  $ 86,248 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, amortization and non-cash lease expense
23,803  12,311 
Stock-based compensation expense 34,612  18,417 
Amortization of debt issuance costs and discount on debt 276  149 
Deferred income taxes 1,324  1,159 
Impairment of equity investment —  1,720 
Other, net 18  221 
Changes in operating assets and liabilities:
Accounts receivable (21,221) (18,812)
Inventory (45,071) (65,904)
Prepaid expenses and other assets (48,863) (27,090)
Accounts payable and accrued expenses 5,188  45,112 
Other liabilities (4,192) (2,261)
Net cash provided by operating activities 12,449  51,270 
Cash flows from investing activities:  
Purchase of property and equipment (2,409) (1,465)
Other, net (93) — 
Net cash used in investing activities (2,502) (1,465)
Cash flows from financing activities:  
Repayment of long-term debt (5,375) (2,500)
Debt issuance costs paid —  (665)
Repurchase of common stock (17,076) — 
Proceeds from exercise of stock options
533  750 
Other, net (58) (405)
Net cash used in financing activities (21,976) (2,820)
Effect of exchange rate changes on cash and cash equivalents 614  — 
Net (decrease) increase in cash and cash equivalents (11,415) 46,985 
Cash and cash equivalents - beginning of period 108,183  120,778 
Cash and cash equivalents - end of period $ 96,768  $ 167,763 





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

Three months ended September 30, Six months ended September 30,
2024 2023 2024 2023
Net income $ 19,020  $ 33,271  $ 66,575  $ 86,248 
Interest expense (income), net 3,761  (623) 7,426  (964)
Income tax provision 8,928  6,469  8,603  13,145 
Depreciation and amortization 10,242  5,586  19,300  10,173 
EBITDA $ 41,951  $ 44,703  $ 101,904  $ 108,602 
Stock-based compensation 21,648  11,217  34,612  18,417 
Impairment of equity investment (a) —  —  —  1,720 
Other non-cash and non-recurring items (b) 5,730  4,498  10,247  5,979 
Adjusted EBITDA $ 69,329  $ 60,418  $ 146,763  $ 134,718 

(a) Represents an impairment of equity investment recorded during the six months ended September 30, 2023.
(b) 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 September 30, Six months ended September 30,
2024 2023 2024 2023
Selling, general and administrative expenses $ 186,141  $ 112,186  $ 366,716  $ 204,125 
Stock-based compensation (21,644) (11,190) (34,602) (18,413)
Other non-recurring items (a) (4,226) (3,189) (7,430) (3,541)
Adjusted selling, general and administrative expenses $ 160,271  $ 97,807  $ 324,684  $ 182,171 
 
(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 September 30, Six months ended September 30,
2024 2023 2024 2023
Net income $ 19,020  $ 33,271  $ 66,575  $ 86,248 
Stock-based compensation 21,648  11,217  34,612  18,417 
Other non-recurring items (a) 4,226  3,189  7,430  3,541 
Impairment of equity investment (b) —  —  —  1,720 
Amortization of acquired intangible assets (c) 4,349  2,027  8,698  4,055 
Tax Impact (d) (4,248) (2,559) (8,002) (3,955)
Adjusted net income $ 44,995  $ 47,145  $ 109,313  $ 110,026 
Weighted average number of shares outstanding – diluted 58,482,530  57,438,152  58,517,993  57,308,342 
Adjusted diluted earnings per share $ 0.77  $ 0.82  $ 1.87  $ 1.92 

(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 six months ended September 30, 2023.
(c) Represents amortization expense of acquired intangible assets consisting of customer relationships and trademarks.
(d) Represents the tax impact of the above adjustments.