elf-20221027
0001600033FALSE00016000332022-10-272022-10-27

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): October 27, 2022
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: (510778-7787
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 November 2, 2022, e.l.f. Beauty, Inc. (the “Company”) issued a press release announcing its financial results for the three and six months ended September 30, 2022, 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 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 27, 2022, Kirk Perry resigned from the Board of Directors (the “Board”) of the Company, effective as of November 4, 2022. Mr. Perry has been a director of the Company since 2016, and his decision to resign comes after six years of service on the Board. His decision to resign is not due to any disagreement with the Company on any matter relating to its operations, policies, practices or otherwise.

Mr. Perry’s prospective resignation date will help ensure an orderly transition as he will fulfill his services as a director of the Company and as the chair of the Compensation Committee of the Board through the expected filing of the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2022.

On October 31, 2022, the Board appointed Gayle Tait to the Board as a Class I director, effective on November 4, 2022, with an initial term expiring at the Company’s 2023 annual meeting of stockholders. Ms. Tait is expected to stand for election to the Board at the 2023 annual meeting of stockholders.

Since May 2022, Ms. Tait has served as the Chief Executive Officer of Trove, a resale platform for brands and retailers. Ms. Tait joined Trove as its President in January 2021after serving as Managing Director for Google Play’s global prepaid card business and payments partnerships, a multi-billion dollar business operating in 35 markets across the world, from April 2016 through December 2020. Before joining Google, Ms. Tait spent almost fifteen years at L’Oreal, most notably leading L’Oreal’s UK & Ireland business. Ms. Tait has served as an advisor to First Horizon Bank’s Technology Advisory Board since November 2019. Ms. Tait has a B.A. in English and Modern Languages from Oxford University, England.

Ms. Tait will be entitled to compensation for her service as a member of the Board that is consistent with the compensatory arrangements the Company has in place with its other non-employee directors. The Company expects to enter into the Company’s standard form of indemnification agreement with Ms. Tait.

There was no arrangement or understanding pursuant to which Ms. Tait was appointed to the Board. There are no family relationships between Ms. Tait and any director or executive officer of the Company, or any person chosen by the Company to become a director or executive officer. There are no related party transactions of the kind described in Item 404(a) of Regulation S-K in which Ms. Tait was or is a participant.

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: November 2, 2022By:/s/ Mandy Fields
Mandy Fields
Chief Financial Officer





Exhibit 99.1

elfbeauty_2a.jpg
e.l.f. Beauty Announces Second Quarter Fiscal 2023 Results
– Delivered 33% Net Sales Growth –

– Gained 115 Basis Points of Market Share –

– Raises Fiscal 2023 Outlook –
OAKLAND, California; November 2, 2022 — e.l.f. Beauty (NYSE: ELF) today announced results for the three and six months ended September 30, 2022.
“I am proud of the e.l.f. Beauty team for delivering our 15th consecutive quarter of net sales growth, with Q2 up 33%,” said Tarang Amin, e.l.f. Beauty's Chairman and Chief Executive Officer. “In the second quarter, e.l.f. was the fastest growing top 5 color cosmetics brand and we expanded our market share by 115 basis points, according to Nielsen. We believe our value proposition, innovation engine, and ability to attract and engage consumers will continue to fuel our growth.”


Three Months Ended September 30, 2022 Results
For the three months ended September 30, 2022, compared to the three months ended September 30, 2021:
Net sales increased 33% to $122.3 million, primarily driven by strength in both our retailer and e-commerce channels.
Gross margin increased approximately 190 basis points to 65%, primarily driven by price increases, cost savings and product mix, partially offset by inventory adjustments and higher transportation costs.
Selling, general and administrative expenses ("SG&A") increased $13.7 million to $64.2 million, or 52% of net sales. Adjusted SG&A (SG&A excluding the items identified in the reconciliation table below) increased $11.0 million to $56.2 million, or 46% of net sales. The increase was primarily due to an increase in compensation and benefits, marketing and digital spend, and operations costs.
The provision for income taxes was $1.6 million.
Net income was $11.7 million on a GAAP basis. Adjusted net income (net income excluding the items identified in the reconciliation table below) was $20.1 million.
Diluted earnings per share were $0.21 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 $0.36.
Adjusted EBITDA (EBITDA excluding the items identified in the reconciliation table below) was $27.3 million, or 22% of net sales, up 47% year over year.
Six Months Ended September 30, 2022 Results
For the six months ended September 30, 2022, compared to the six months ended September 30, 2021:
Net sales increased 30% to $245.0 million, primarily driven by strength in both our retailer and e-commerce channels.



Gross margin increased approximately 290 basis points to 66%, primarily driven by price increases, cost savings, and product mix, partially offset by inventory adjustments and higher transportation costs.
SG&A increased $24.5 million to $125.7 million, or 51% of net sales. Adjusted SG&A increased $20.4 million to $111.2 million, or 45% of net sales. The increase was primarily due to an increase in compensation and benefits, marketing and digital spend and operations costs.
The provision for income taxes was $6.3 million.
Net income was $26.2 million on a GAAP basis. Adjusted net income was $41.2 million.
Diluted earnings per share were $0.48 on a GAAP basis. Adjusted diluted earnings per share were $0.76.
Adjusted EBITDA was $58.9 million, or 24% of net sales, up 47% year over year.
Balance Sheet
As of September 30, 2022, the Company had $85.3 million in cash and cash equivalents and $88.3 million in long-term debt and finance lease obligations, as compared to $41.7 million in cash and cash equivalents and $93.9 million of long-term debt and finance lease obligations as of September 30, 2021.
Updated Fiscal 2023 Outlook
The Company is providing the following updated outlook for fiscal 2023. The updated outlook for fiscal 2023 reflects an expected 22-24% year-over-year increase in net sales, as compared to an expected 14-16% year-over-year increase previously.

Updated Fiscal 2023 OutlookPrevious Fiscal 2023 Outlook
Net sales
$478-486 million
$448-456 million
Adjusted EBITDA
$93.5-95.0 million
$83.5-85.0 million
Adjusted effective tax rate
22-23%
25-26%
Adjusted net income
$59.0-60.5 million
$47.0-48.5 million
Adjusted diluted earnings per share
$1.07-1.10
$0.84-0.87
Fiscal year ending diluted shares outstanding56 million56 million
Webcast Details
The Company will hold a webcast to discuss the results from its second quarter fiscal 2023 today, November 2, 2022, 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 clean beauty specialty retailers in the U.S., and has a growing international presence.
Learn more by visiting 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 costs or gains 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 other 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 costs related to stock-based compensation and other non-cash and non-recurring items. Such other non-cash or non-recurring items historically include other 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 costs or gains 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 costs or gains related to restructuring of operations, stock-based compensation, loss on extinguishment of debt, other non-cash and non-recurring items, amortization of acquired intangible assets and the tax impact of the foregoing adjustments. Such other non-cash or non-recurring items, which historically include other legal settlements, pre-launch costs to develop the Company’s brand and third-party costs related to M&A due diligence.

With respect to the Company’s expectations under “Updated Fiscal 2023 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 2023 under “Updated Fiscal 2023 Outlook” above and those statements that our value proposition, innovation engine, and ability to attract and engage consumers will continue to fuel our growth. 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; the Company’s ability to effectively manage its SG&A and other expenses; and the uncertainty regarding the impact of the COVID-19 pandemic. 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
Head of Corporate Communications, e.l.f. Beauty



e.l.f. Beauty, Inc. and subsidiaries
Condensed consolidated statements of operations and comprehensive income
(unaudited)
(in thousands, except share and per share data)
 
Three months ended September 30,Six months ended September 30,
2022202120222021
Net sales$122,349 $91,855 $244,950 $188,902 
Cost of sales42,789 33,870 82,405 69,011 
Gross profit79,560 57,985 162,545 119,891 
Selling, general and administrative expenses64,183 50,447 125,738 101,196 
Restructuring expense— 96 — 82 
Operating income 15,377 7,442 36,807 18,613 
Other expense, net(1,262)(646)(2,925)(808)
Interest expense, net(786)(597)(1,449)(1,342)
Loss on extinguishment of debt— — — (460)
Income before provision for income taxes13,329 6,199 32,433 16,003 
Income tax provision(1,619)(475)(6,254)(2,003)
Net income $11,710 $5,724 $26,179 $14,000 
Comprehensive income$11,710 $5,724 $26,179 $14,000 
Net income per share:
Basic$0.22 $0.11 $0.50 $0.28 
Diluted$0.21 $0.11 $0.48 $0.26 
Weighted average shares outstanding:
Basic52,298,905 50,875,618 52,004,661 50,711,000 
Diluted55,037,514 53,541,724 54,437,752 53,475,988 






e.l.f. Beauty, Inc. and subsidiaries
Condensed consolidated balance sheets
(unaudited)
(in thousands, except share and per share data)
 
September 30, 2022March 31, 2022September 30, 2021
Assets
Current assets:
Cash and cash equivalents$85,317 $43,353 $41,694 
Accounts receivable, net53,912 45,567 44,374 
Inventory, net81,288 84,498 76,816 
Prepaid expenses and other current assets26,881 19,611 18,420 
Total current assets247,398 193,029 181,304 
Property and equipment, net8,934 10,577 13,945 
Intangible assets, net82,101 86,163 90,225 
Goodwill171,620 171,620 171,620 
Investments2,875 2,875 2,875 
Other assets29,213 30,368 33,043 
Total assets$542,141 $494,632 $493,012 
Liabilities and stockholders' equity
Current liabilities:
Current portion of long-term debt and capital lease obligations$5,801 $5,786 $19,254 
Accounts payable19,279 19,227 19,299 
Accrued expenses and other current liabilities46,868 40,004 32,665 
Total current liabilities71,948 65,017 71,218 
Long-term debt and finance lease obligations88,284 91,080 93,865 
Deferred tax liabilities10,635 9,593 15,114 
Long-term operating lease obligations13,440 15,744 17,919 
Other long-term liabilities874 769 803 
Total liabilities185,181 182,203 198,919 
Commitments and contingencies
Stockholders' equity:
Common stock, par value of $0.01 per share; 250,000,000 shares authorized as of September 30, 2022, March 31, 2022 and September 30, 2021; 52,896,411, 52,243,764 and 52,035,864 shares issued and outstanding as of September 30, 2022, March 31, 2022 and September 30, 2021, respectively525 515 511 
Additional paid-in capital813,785 795,443 784,881 
Accumulated deficit(457,350)(483,529)(491,299)
Total stockholders' equity356,960 312,429 294,093 
Total liabilities and stockholders' equity$542,141 $494,632 $493,012 








e.l.f. Beauty, Inc. and subsidiaries
Condensed consolidated statements of cash flows
(unaudited)
(in thousands)
 
Six months ended September 30,
20222021
Cash flows from operating activities:
Net income $26,179 $14,000 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization11,075 13,349 
Restructuring expense— 82 
Stock-based compensation expense14,576 9,387 
Amortization of debt issuance costs and discount on debt181 211 
Deferred income taxes1,042 1,635 
Loss on extinguishment of debt— 460 
Other, net(24)257 
Changes in operating assets and liabilities:
Accounts receivable(8,301)(4,374)
Inventories3,210 (19,958)
Prepaid expenses and other assets(9,555)(6,379)
Accounts payable and accrued expenses6,798 (5,878)
Other liabilities(2,135)(2,018)
Net cash provided by operating activities43,046 774 
Cash flows from investing activities: 
Purchase of property and equipment(694)(3,649)
Net cash used in investing activities(694)(3,649)
Cash flows from financing activities: 
Proceeds from revolving line of credit— 26,480 
Repayment of revolving line of credit— (13,000)
Proceeds from long-term debt— 25,581 
Repayment of long-term debt(2,500)(52,025)
Debt issuance costs paid— (1,064)
Cash received from issuance of common stock2,503 1,224 
Other, net(391)(395)
Net cash used in financing activities(388)(13,199)
Net increase in cash and cash equivalents41,964 (16,074)
Cash and cash equivalents - beginning of period43,353 57,768 
Cash and cash equivalents - end of period$85,317 $41,694 





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,
2022202120222021
Net income $11,710 $5,724 $26,179 $14,000 
Interest expense, net786 597 1,449 1,342 
Income tax provision1,619 475 6,254 2,003 
Depreciation and amortization4,320 5,908 9,013 11,029 
EBITDA$18,435 $12,704 $42,895 $28,374 
Restructuring expense (a)— 96 — 82 
Stock-based compensation8,032 5,107 14,576 9,387 
Loss on extinguishment of debt (b)— — — 460 
Other non-cash and non-recurring items (c)786 588 1,465 1,890 
Adjusted EBITDA$27,253 $18,495 $58,936 $40,193 

(a) Restructuring expense during the three and six months ended September 30, 2021, 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 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 September 30,Six months ended September 30,
2022202120222021
Selling, general and administrative expenses$64,183 $50,447 $125,738 $101,196 
Stock-based compensation(8,022)(5,033)(14,571)(9,223)
Other non-cash and non-recurring items (a)— (240)— (1,237)
Adjusted selling, general and administrative expenses$56,161 $45,174 $111,167 $90,736 
 
(a) Represents various 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 September 30,Six months ended September 30,
2022202120222021
Net income $11,710 $5,724 $26,179 $14,000 
Restructuring expense (a)— 96 — 82 
Stock-based compensation8,032 5,107 14,576 9,387 
Other non-cash and non-recurring items (b)— 240 — 1,237 
Loss on extinguishment of debt (c)— — — 460 
Amortization of acquired intangible assets (d)2,031 2,031 4,062 4,062 
Tax Impact (e)(1,718)(1,931)(3,635)(3,676)
Adjusted net income$20,055 $11,267 $41,182 $25,552 
Weighted average number of shares outstanding – diluted55,037,514 53,541,724 54,437,752 53,475,988 
Adjusted diluted earnings per share$0.36 $0.21 $0.76 $0.48 

(a) Restructuring expense during the three and six months ended September 30, 2021, 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 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.