0001600033FALSE00016000332024-05-222024-05-22

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 22, 2024
e.l.f. Beauty, Inc.
(Exact name of registrant as specified in its charter)
Delaware001-3787346-4464131
(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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.01 per shareELFNew 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 2.02Results of Operations and Financial Condition.
On May 22, 2024, e.l.f. Beauty, Inc. issued a press release announcing its financial results for the three and twelve months ended March 31, 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 9.01Exhibits.

(d)    Exhibits.
Exhibit
No.		Description
99.1
104Cover 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 22, 2024
By:/s/ Mandy Fields
Mandy Fields
Chief Financial Officer





Exhibit 99.1

elfbeauty_2a.jpg
e.l.f. Beauty Announces Fourth Quarter and Full Fiscal 2024 Results
– Delivered Over $1 Billion in Net Sales, up 77% in Fiscal 2024 –

– e.l.f. Cosmetics Gained Market Share for Fifth Consecutive Year –

– Provides Fiscal 2025 Outlook –
OAKLAND, California; May 22, 2024 — e.l.f. Beauty (NYSE: ELF) today announced results for the three and twelve months ended March 31, 2024.
“Fiscal 2024 marked our strongest year of net sales growth on record, a continuation of the exceptional, consistent, category-leading growth we’ve delivered,” said Tarang Amin, e.l.f. Beauty’s Chairman and Chief Executive Officer. “In Q4, we grew net sales by 71% and expanded our market share by 325 basis points, marking our 21st consecutive quarter of net sales and market share growth. 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 across cosmetics, skin care and international markets.”

Fourth Quarter Fiscal 2024 Review
For the three months ended March 31, 2024, compared to the three months ended March 31, 2023:
•Net sales increased 71% to $321.1 million, primarily driven by strength across our retailer and e-commerce channels.
•Gross margin increased approximately 180 basis points to 71%, primarily driven by favorable foreign exchange impacts, international price increases, lower costs from retailer activity, cost savings and mix, and improved transportation costs, partially offset by inventory adjustments.
•Selling, general and administrative (“SG&A”) expenses increased $89.1 million to $210.2 million, or 65% of net sales. Adjusted SG&A (SG&A excluding the items identified in the reconciliation table below) was $196.9 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, compensation and benefits, operations costs, retail fixturing and visual merchandising costs, depreciation and amortization and professional fees.
•Net income was $14.5 million on a GAAP basis. Adjusted net income (net income excluding the items identified in the reconciliation table below) was $30.8 million.
•Diluted earnings per share were $0.25 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 $0.53.
•Adjusted EBITDA (EBITDA excluding the items identified in the reconciliation table below) was $40.9 million, or 13% of net sales, up 93% year over year.
Full Year Fiscal 2024 Review
For the twelve months ended March 31, 2024, compared to the twelve months ended March 31, 2023:
•Net sales increased 77% to $1,023.9 million, primarily driven by strength across our retailer and e-commerce channels.
•Gross margin increased approximately 330 basis points to 71%, primarily driven by favorable foreign exchange impacts, cost savings and mix, improved transportation costs, inventory adjustments, and international price increases, partially offset by costs related to retailer activity.


•SG&A increased $252.2 million to $574.4 million, or 56% of net sales. Adjusted SG&A was $526.4 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, depreciation and amortization and professional fees.
•Net income was $127.7 million on a GAAP basis. Adjusted net income was $183.8 million.
•Diluted earnings per share were $2.21 on a GAAP basis. Adjusted diluted earnings per share were $3.18.
•Adjusted EBITDA was $234.7 million, or 23% of net sales, up 101% year over year.
Balance Sheet
The Company ended fiscal 2024 with $108.2 million in cash and cash equivalents and $161.8 million of long-term debt and finance lease obligations, as compared to $120.8 million in cash and cash equivalents and $60.9 million of long-term debt and finance lease obligations at the end of fiscal 2023.
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.
Fiscal 2025 Outlook
The Company is providing the following outlook for fiscal 2025. When compared to fiscal 2024, the outlook for fiscal 2025 reflects an expected 20-22% increase in net sales.
Fiscal 2025 Outlook
Fiscal 2024 Actuals
Net sales
$1,230-1,250 million
$1,024 million
Adjusted EBITDA
$285-289 million
$235 million
Adjusted effective tax rate
20-21%
11%
Adjusted net income
$187-191 million
$184 million
Adjusted diluted earnings per share
$3.20-3.25
$3.18
Weighted average diluted shares outstanding
59 million
58 million
Webcast Details
The Company will hold a webcast to discuss the results from its fourth quarter fiscal 2024 today, May 22, 2024, 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 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 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 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 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, 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 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 “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 “Fiscal 2025 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 across cosmetics, skin care and international markets. 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 March 31,Twelve months ended March 31,
2024202320242023
Net sales$321,143 $187,357 $1,023,932 $578,844 
Cost of sales93,941 58,231 299,836 188,448 
Gross profit227,202 129,126 724,096 390,396 
Selling, general and administrative expenses210,172 121,081 574,418 322,253 
Operating income17,030 8,045 149,678 68,143 
Other (expense) income, net(692)320 1,210 (1,875)
Impairment of equity investment(1,155)— (2,875)— 
Interest expense, net(4,002)(106)(7,023)(2,018)
Loss on extinguishment of debt— — — (176)
Income before income taxes11,181 8,259 140,990 64,074 
Income tax benefit (provision)3,346 7,987 (13,327)(2,544)
Net income$14,527 $16,246 $127,663 $61,530 
Net income per share:
Basic$0.26 $0.31 $2.33 $1.17 
Diluted$0.25 $0.29 $2.21 $1.11 
Weighted average shares outstanding:
Basic55,465,190 53,189,447 54,747,930 52,474,811 
Diluted58,487,557 56,641,510 57,788,454 55,337,554 





e.l.f. Beauty, Inc. and subsidiaries
Condensed consolidated balance sheets
(unaudited)
(in thousands, except share and per share data)
 
March 31, 2024March 31, 2023
Assets
Current assets:
Cash and cash equivalents$108,183 $120,778 
Accounts receivable, net123,797 67,928 
Inventory, net191,489 81,323 
Prepaid expenses and other current assets53,608 33,296 
Total current assets477,077 303,325 
Property and equipment, net13,974 7,874 
Intangible assets, net225,094 78,041 
Goodwill340,600 171,620 
Other assets72,502 34,741 
Total assets$1,129,247 $595,601 
Liabilities and stockholders' equity
Current liabilities:
Current portion of long-term debt and capital lease obligations$100,307 $5,575 
Accounts payable81,075 31,427 
Accrued expenses and other current liabilities117,733 70,974 
Total current liabilities299,115 107,976 
Long-term debt and finance lease obligations161,819 60,881 
Deferred tax liabilities3,666 3,742 
Long-term operating lease obligations21,459 11,201 
Other long-term liabilities616 784 
Total liabilities486,675 184,584 
Stockholders' equity:
Common stock, par value of $0.01 per share; 250,000,000 shares authorized as of March 31, 2024 and March 31, 2023; 55,583,660 and 53,770,482 shares issued and outstanding as of March 31, 2024 and March 31, 2023, respectively
555 535 
Additional paid-in capital936,403 832,481 
Accumulated other comprehensive loss(50)— 
Accumulated deficit(294,336)(421,999)
Total stockholders' equity642,572 411,017 
Total liabilities and stockholders' equity$1,129,247 $595,601 




e.l.f. Beauty, Inc. and subsidiaries
Condensed consolidated statements of cash flows
(unaudited)
(in thousands)
 
Twelve months ended March 31,
20242023
Cash flows from operating activities:
Net income $127,663 $61,530 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization35,913 22,164 
Stock-based compensation expense40,625 29,117 
Amortization of debt issuance costs and discount on debt430 346 
Deferred income taxes(3,276)(6,401)
Impairment of equity investment2,875 — 
Acquisition-related seller expenses(10,549)— 
Loss on extinguishment of debt— 176 
Other, net1,227 179 
Changes in operating assets and liabilities:
Accounts receivable(49,598)(22,432)
Inventory(93,930)3,174 
Prepaid expenses and other assets(55,182)(24,553)
Accounts payable and accrued expenses81,215 42,995 
Other liabilities(6,259)(4,412)
Net cash provided by operating activities71,154 101,883 
Cash flows from investing activities: 
Acquisition, net of cash acquired(274,973)— 
Purchase of property and equipment(8,659)(1,723)
Investment contributions(1,028)— 
Net cash used in investing activities(284,660)(1,723)
Cash flows from financing activities: 
Proceeds from revolving line of credit89,500 — 
Proceeds from long-term debt115,000 — 
Repayment of long-term debt(7,875)(30,000)
Debt issuance costs paid(665)— 
Cash received from issuance of common stock5,561 8,053 
Other, net(576)(788)
Net cash provided by (used in) financing activities200,945 (22,735)
Effect of exchange rate changes on cash and cash equivalents(34)— 
Net (decrease) increase in cash and cash equivalents(12,595)77,425 
Cash and cash equivalents - beginning of period120,778 43,353 
Cash and cash equivalents - end of period$108,183 $120,778 










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,
2024202320242023
Net income $14,527 $16,246 $127,663 $61,530 
Interest expense, net4,002 106 7,023 2,018 
Income tax (benefit) provision(3,346)(7,987)13,327 2,544 
Depreciation and amortization9,722 4,617 30,167 18,016 
EBITDA$24,905 $12,982 $178,180 $84,108 
Stock-based compensation11,166 7,284 40,625 29,117 
Impairment of equity investment (a)1,155 — 2,875 — 
   Loss on extinguishment of debt (b)
— — — 176 
Other non-cash and non-recurring items (c)3,704 977 13,061 3,380 
Adjusted EBITDA$40,930 $21,243 $234,741 $116,781 

(a)     Represents an impairment of equity investment recorded during the three and twelve months ended March 31, 2024.
(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 March 31,Twelve months ended March 31,
2024202320242023
Selling, general, and administrative expenses$210,172 $121,081 $574,418 $322,253 
Stock-based compensation(11,145)(7,195)(40,609)(29,005)
Other non-recurring items (a)
(2,134)— (7,401)— 
Adjusted selling, general, and administrative expenses$196,893 $113,886 $526,408 $293,248 
 
(a)     Represents 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 March 31,Twelve months ended March 31,
2024202320242023
Net income $14,527 $16,246 $127,663 $61,530 
Stock-based compensation11,166 7,284 40,625 29,117 
Other non-recurring items (a)
2,444 — 8,041 — 
Impairment of equity investment (b)1,155 — 2,875 — 
   Loss on extinguishment of debt (c)
— — — 176 
Amortization of acquired intangible assets (d)4,864 2,029 15,047 8,122 
Tax Impact (e)(3,311)(1,730)(10,485)(7,132)
Adjusted net income$30,845 $23,829 $183,766 $91,813 
Weighted average number of shares outstanding -
diluted		58,487,557 56,641,510 57,788,454 55,337,554 
Adjusted diluted earnings per share$0.53 $0.42 $3.18 $1.66 

(a)     Represents 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 three and twelve months ended March 31, 2024.
(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.



v3.24.1.1.u2
Cover Page
May 22, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date May 22, 2024
Entity Registrant Name e.l.f. Beauty, Inc.
Entity Incorporation, State or Country Code DE
Entity File Number 001-37873
Entity Tax Identification Number 46-4464131
Entity Address, Address Line One 570 10th Street
Entity Address, City or Town Oakland
Entity Address, State or Province CA
Entity Address, Postal Zip Code 94607
City Area Code 510
Local Phone Number 778-7787
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, par value $0.01 per share
Trading Symbol ELF
Security Exchange Name NYSE
Entity Emerging Growth Company false
Entity Central Index Key 0001600033
Amendment Flag false
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