ELF 8-K/A
e.l.f. Beauty, Inc. (ELF)
8-K/A
2025-10-17
For: 2025-08-05
View Original
Added on
April 10, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 5, 2025
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification Number) | ||||||||||||
(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:
| 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 | |||||||||
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. ☐
| Explanatory Note | ||
On August 6, 2025, e.l.f. Beauty, Inc. (the “Company”) filed a Current Report on Form 8-K (the "Original 8-K") to report the August 5, 2025 acquisition of HRBeauty LLC (“rhode”), as described in the Original 8-K.
This amendment to the Original 8-K (this “Amendment No. 1”) is being filed to supplement the Original 8-K for the purpose of satisfying the Company’s obligation to file the financial statements and pro forma financial information relating to the acquisition of rhode pursuant to Item 9.01 of Form 8-K, and this amendment should be read in conjunction with the Original 8-K. Except as set forth herein, no modifications have been made to information contained in the Original 8-K, and the Company has not updated any information contained therein to reflect events that have occurred since the date of the Original 8-K.
The pro forma financial information included as Exhibit 99.3 to this Amendment No. 1 has been presented for illustrative purposes only, as required by Form 8-K, and is not intended to, and does not purport to, represent what the combined company’s actual results or financial condition would have been if the acquisition had occurred on the relevant date, and is not intended to project the future results or financial condition that the combined company may achieve following the acquisition.
| Item 9.01 | Financial Statements Exhibits. | ||||
(a) | Financial Statements of Businesses or Funds Acquired | ||||
The audited consolidated financial statements of rhode as of and for the year ended December 31, 2024, are attached hereto as Exhibit 99.1 and are incorporated herein by reference.
The unaudited condensed financial statements of rhode as of and for the six months ended June 30, 2025, are attached hereto as Exhibit 99.2 and are incorporated herein by reference.
(b) | Pro Forma Financial Information | ||||
The unaudited pro forma condensed combined balance sheet of the Company as of June 30, 2025, and the unaudited pro forma condensed combined statements of operations of the Company for the year ended March 31, 2025 and the three months ended June 30, 2025, giving pro forma effect to the acquisition of rhode are attached hereto as Exhibit 99.3 and are incorporated herein by reference.
(d) | Exhibits: | ||||
| Exhibit No. | Description | |||||||
| 15.1 | ||||||||
| 23.1 | ||||||||
| 99.1 | ||||||||
| 99.2 | ||||||||
| 99.3 | ||||||||
| 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: October 17, 2025 | By: | /s/ Mandy Fields | ||||||||||||||||||
| Mandy Fields | ||||||||||||||||||||
| Chief Financial Officer | ||||||||||||||||||||
Exhibit 15.1
ACKNOWLEDGEMENT OF INDEPENDENT ACCOUNTANTS
We are aware that our report dated October 10, 2025 on our review of the consolidated financial statements of HRBeauty LLC, which include the consolidated balance sheet as of June 30, 2025 and the related consolidated statements of income, changes in members’ equity, and cash flows as of and for the six months ended June 30, 2025, and the related notes to the consolidated financial statements, is incorporated by reference in e.l.f. Beauty, Inc.’s Registration Statements as follows:
(1) Registration Statements (Form S-8 Nos. 333-213818, 333-216718, 333-223383, 333-230027, 333-238909, 333-256631, 333-265255, 333-272234, 333-279713, 333-287639), and
(2) Registration Statement (Form S-3 Nos. 333-289448 and 333-274869).
Date: October 10, 2025
/s/ Armanino LLP | ||
Armanino LLP | ||
| Woodland Hills, California | ||
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITOR
We hereby consent to the incorporation by reference in Registration Statement Nos. 333-213818, 333-216718, 333-223383, 333-230027, 333-238909, 333-256631, 333-265255, 333-272234, 333-279713, and 333-287639 on Form S-8 and in Registration Statement Nos. 333-289448 and 333-274869 on Form S-3 of e.l.f. Beauty, Inc. of our report dated October 10, 2025, relating to the financial statements of HRBeauty LLC appearing in this Current Report on Form 8-K/A.
Date: October 10, 2025
/s/ Armanino LLP | ||
Armanino LLP | ||
| Woodland Hills, California | ||
HRBeauty LLC Consolidated Financial Statements December 31, 2024
TABLE OF CONTENTS Page No. Independent Auditor's Report 1 - 2 Consolidated Balance Sheet 3 Consolidated Statement of Income 4 Consolidated Statement of Changes in Members' Equity 5 Consolidated Statement of Cash Flows 6 Notes to Consolidated Financial Statements 7 - 20
INDEPENDENT AUDITOR'S REPORT Board of Directors HRBeauty LLC Opinion We have audited the accompanying consolidated financial statements of HRBeauty LLC (a Delaware limited liability company) (the ''Company''), which comprise the consolidated balance sheet as of December 31, 2024, and the related consolidated statements of income, changes in members' equity, and cash flows for the year then ended, and the related notes to the consolidated financial statements. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of HRBeauty LLC as of December 31, 2024, and the results of their operations and their cash flows for the year then ended in accordance with accounting principles generally accepted in the United States of America. Basis for Opinion We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of HRBeauty LLC and to meet our other ethical responsibilities in accordance with the relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Correction of Error As discussed in Note 3 to the consolidated financial statements, certain errors resulting in an understatement of amounts related to equity-based compensation for the year ended December 31, 2023, were discovered by management of the Company during the current year. The correction had no impact on total members’ equity as of January 1, 2024. Our opinion is not modified with respect to that matter. Responsibilities of Management for the Financial Statements Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. In preparing the consolidated financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about HRBeauty LLC's ability to continue as a going concern within one year after the date that the financial statements are available to be issued. 1
Auditor's Responsibilities for the Audit of the Financial Statements Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with auditing standards generally accepted in the United States of America will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the consolidated financial statements. In performing an audit in accordance with auditing standards generally accepted in the United States of America, we: Exercise professional judgment and maintain professional skepticism throughout the audit. Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of HRBeauty LLC's internal control. Accordingly, no such opinion is expressed. Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the consolidated financial statements. Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about HRBeauty LLC's ability to continue as a going concern for a reasonable period of time. We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control related matters that we identified during the audit. Woodland Hills, California October 10, 2025 2
HRBeauty LLC Consolidated Balance Sheet December 31, 2024 ASSETS Current assets Cash and cash equivalents $ 58,850,158 Accounts receivable, net 242,120 Inventory 15,814,183 Prepaid expenses 1,327,350 Total current assets 76,233,811 Property and equipment, net 890,654 Operating lease right-of-use asset 1,237,029 Intangible assets, net 1,869,866 Other assets 276,119 Total assets $ 80,507,479 LIABILITIES AND MEMBERS' EQUITY Current liabilities Accounts payable $ 18,318,991 Accrued expenses 6,616,744 Deferred revenue 508,715 Current portion of operating lease liability 582,689 Total current liabilities 26,027,139 Operating lease liability, net of current portion 871,094 Total liabilities 26,898,233 Members' equity 53,609,246 Total liabilities and members' equity $ 80,507,479 The accompanying notes are an integral part of these consolidated financial statements. 3
HRBeauty LLC Consolidated Statement of Income For the Year Ended December 31, 2024 Sales, net $ 168,962,653 Cost of goods sold 67,914,668 Gross profit 101,047,985 Operating expenses Marketing 19,457,669 General and administrative 51,910,830 Total operating expenses 71,368,499 Income from operations 29,679,486 Other income (expense) Interest income 598,853 Other expenses (80,509) Total other income, net 518,344 Income before provision for state income taxes 30,197,830 Provision for state income taxes 264,731 Net income $ 29,933,099 The accompanying notes are an integral part of these consolidated financial statements. 4
HRBeauty LLC Consolidated Statement of Changes in Members' Equity For the Year Ended December 31, 2024 Balance, January 1, 2024 (as restated) $ 11,821,183 Equity-based compensation 16,392,409 Distributions (4,537,445) Net income 29,933,099 Balance, December 31, 2024 $ 53,609,246 The accompanying notes are an integral part of these consolidated financial statements. 5
HRBeauty LLC Consolidated Statement of Cash Flows For the Year Ended December 31, 2024 Cash flows from operating activities Net income $ 29,933,099 Adjustments to reconcile net income to net cash provided by operating activities Depreciation and amortization 176,160 Loss on disposal of property and equipment 67,125 Loss on disposal of intangible assets 29,055 Reduction in carrying amount of operating lease right-of-use asset 436,969 Equity-based compensation 16,392,409 Changes in operating assets and liabilities Accounts receivable, net (242,120) Inventory (11,036,015) Prepaid expenses (668,073) Other assets (227,018) Accounts payable 13,522,974 Accrued expenses 5,045,912 Deferred revenue 104,576 Operating lease liability (305,860) Net cash provided by operating activities 53,229,193 Cash flows from investing activities Purchases of property and equipment (546,748) Purchases of intangible assets (1,403,992) Net cash used in investing activities (1,950,740) Cash flows from financing activities Proceeds from note payable 5,000,000 Repayment of note payable (5,000,000) Distributions (4,537,445) Net cash used in financing activities (4,537,445) Net increase in cash and cash equivalents 46,741,008 Cash and cash equivalents, beginning of year 12,109,150 Cash and cash equivalents, end of year $ 58,850,158 Supplemental disclosure of cash flow information Cash paid during the year for state income taxes $ 42,732 Supplemental schedule of noncash investing and financing activities Operating lease right-of-use asset obtained in exchange for operating lease liability $ 726,848 The accompanying notes are an integral part of these consolidated financial statements. 6
HRBeauty LLC Notes to Consolidated Financial Statements December 31, 2024 1. NATURE OF OPERATIONS HRBeauty LLC ("HRB") was formed in the State of Delaware in March 2021. HRB designs, markets, and sells a line of curated skincare essentials under the Rhode Skin brand through its website by marketing directly to consumers in the United States and internationally. HRB is headquartered in Beverly Hills, California. HRBeauty Team LLC ("HRBT"), controlled by HRB, was formed in the State of Delaware in November 2021 solely to administer the 2021 Equity Incentive Plan of HRB (see Note 10). HRBT functions as a non-operating entity, focusing exclusively on managing unit awards under this plan. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of accounting and financial statement presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). Principles of consolidation The accompanying consolidated financial statements include the accounts of HRBeauty LLC and its majority owned and controlled subsidiary, HRBeauty Team LLC, (collectively, the "Company"). All intercompany accounts and transactions are eliminated in consolidation. Use of estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates. Concentration of credit risk Financial instruments, which potentially expose the Company to concentrations of credit risk, consist primarily of cash and cash equivalents. The Company places its cash and cash equivalents in quality institutions. The Company offers a diversity of products over a broad geographic base and is not dependent on any single customer or geographic area. Three vendors accounted for approximately 72% of accounts payable as of December 31, 2024. 7
HRBeauty LLC Notes to Consolidated Financial Statements December 31, 2024 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Cash and cash equivalents The Company routinely holds deposits in excess of the Federal Deposit Insurance Corporation ("FDIC") limits at financial institutions. At times, cash balances may exceed FDIC limits. The Company believes its credit risk is not significant. As of December 31, 2024, the Company held $45,154,824 in money market funds, which are classified as cash equivalents and included in cash and cash equivalents on the accompanying consolidated balance sheet. Prepaid expenses Prepaid expenses primarily consist of prepaid marketing, prepaid insurance and prepaid inventory. Prepaid marketing costs include advance payments for media buys, influencer campaigns, and other promotional activities, which are expensed either when the advertisement is first run or over the period of expected benefit if the costs are associated with a defined campaign term. Prepaid insurance expenses are amortized over the coverage period of the respective policies. Prepaid inventory is reclassified to inventory as goods are received. Other prepaid expenses may include advance payments to vendors for goods and services, which are expensed when the associated goods are delivered or services are performed. Inventory Inventory consists of raw materials, finished goods, and packaging supplies. It is stated at the lower of cost or net realizable value. Cost is determined using the first-in, first-out ("FIFO") method. Property and equipment, net Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization of property and equipment is computed using the straight-line method over the following estimated useful lives: Computer equipment 3 years Machinery and equipment 7 years Furniture and fixtures 7 years Leasehold improvements Lesser of useful life or lease term Normal repairs and maintenance are expensed as incurred, whereas significant charges that materially increase values or extend useful lives are capitalized and depreciated over the estimated useful lives of the related assets. When property and equipment are sold or otherwise disposed of, the cost and related accumulated depreciation and amortization are removed from the accounts, and any resulting gain or loss is included in the accompanying consolidated statement of income. 8
HRBeauty LLC Notes to Consolidated Financial Statements December 31, 2024 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Intangible assets, net Intangible assets, including trademarks, internal-use software, and domain names, are stated at cost less accumulated amortization and any impairment losses. Trademarks, which are assessed to have an indefinite life, are not subject to amortization but are evaluated annually for impairment, or more frequently if events or changes in circumstances indicate that the asset may be impaired. The Company capitalizes direct and incremental internal and external costs incurred during the application development stage of internal-use software. Costs incurred during the preliminary project stage and post-implementation activities are expensed as incurred. Capitalized internal-use software costs are amortized using the straight-line method over a useful life of three years, beginning when the software is ready for its intended use. Domain names are amortized over their estimated useful life of 15 years using the straight-line method. Impairment of long-lived assets The Company reviews long-lived tangible and intangible assets for impairment when circumstances indicate the carrying amount of an asset may not be recoverable. If such review indicates that the carrying amount of long-lived assets is not recoverable, then the carrying amount is reduced to fair value. In addition to the recoverability assessment, the Company routinely reviews the remaining estimated lives of its long-lived assets. Any reduction in the useful life assumption will result in increased depreciation and amortization expense in the period when such determination is made, as well as in subsequent periods. For the year ended December 31, 2024, the Company determined that no impairment of long-lived tangible and intangible assets was required, and accordingly, no impairment losses have been recorded. Revenue recognition Revenue from contracts with customers is recognized using the following five steps: a) Identify the contract(s) with a customer b) Identify the performance obligations in the contract c) Determine the transaction price d) Allocate the transaction price to the performance obligations in the contract e) Recognize revenue when (or as) the entity satisfies a performance obligation 9
HRBeauty LLC Notes to Consolidated Financial Statements December 31, 2024 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Revenue recognition (continued) A contract contains a promise (or promises) to transfer goods to a customer. A performance obligation is a promise (or a group of promises) that is distinct. The transaction price is the amount of consideration a company expects to be entitled from a customer in exchange for providing the goods. Revenue is recognized when the Company satisfies each performance obligation by transferring control of the promised goods to the customer. Goods are transferred at a point in time. The Company's revenue is from direct-to-consumer sales. Revenue from direct-to-consumer sales is recognized upon shipment, reflecting the transfer of control, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods. The Company recognizes revenue from sales when performance obligations under the terms of a contract with the customer are satisfied; generally, this occurs with the transfer of control of the goods to customers at the time products are shipped. Shipping and handling expenses are treated as costs to fulfill the contract, and as a result, any fees received from customers are included in the transaction price allocated to the performance obligation of providing goods with a corresponding amount accrued within cost of goods sold for amounts paid to applicable service providers. The Company typically provides refunds for merchandise returns within 30 days from receipt. The Company recognizes a provision for sales returns based on historical return data and current market conditions. This provision is accounted for as a reduction to revenue at the point of sale to reflect the net revenues expected to be realized. The Company requires payment in advance for all sales. Payments received before the goods are shipped are recorded as deferred revenue. This deferred revenue is recognized as revenue upon the shipment of goods, aligning with the point at which control transfers to the customer and the Company's performance obligations are satisfied. The following table sets forth a summary of changes in deferred revenue for the year ended December 31, 2024: Balance, beginning of year $ 404,139 Consideration received in advance 169,067,229 Revenue recognized (168,962,653) Balance, end of year $ 508,715 10
HRBeauty LLC Notes to Consolidated Financial Statements December 31, 2024 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Income taxes The Company is a limited liability company that has elected to be taxed as a partnership under the Internal Revenue Code. Under those provisions, the Company does not pay federal taxes on its taxable income. Instead, the members report their respective share of the Company's taxable income. The Company is subject to various state income or gross-receipts based taxes in states which the Company has established nexus. U.S. GAAP requires management to evaluate tax positions taken by the Company and recognize a tax liability (or asset) if the Company has taken an uncertain tax position that more likely than not would not be sustained upon examination by the Internal Revenue Service. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. There were no uncertain tax positions for the year ended December 31, 2024. Sales taxes The Company files sales tax returns in all required jurisdictions in the United States of America. The Company is required to collect sales taxes and fees from customers on behalf of government agencies and remit the amounts collected to the applicable governmental agencies on a periodic basis. These taxes and fees are legal assessments on the customer, and the Company has a legal obligation to act as a collection agent. Because the Company does not retain these taxes and fees, the Company does not include such amounts in revenue. The Company records a liability when the amounts are collected and relieves the liability when payments are made to the applicable governmental agencies. Cost of goods sold Cost of goods sold includes the costs incurred to acquire materials, assemble, and sell the Company's finished products. Such costs include product costs held at the lower of cost and net realizable value and inclusive of inventory reserves, freight and import costs, outbound shipping and handling expenses, and warehouse labor costs. Shipping and handling costs Shipping and handling costs, included in cost of goods sold in the accompanying consolidated statement of income amounted to $17,038,957 for the year ended December 31, 2024. 11
HRBeauty LLC Notes to Consolidated Financial Statements December 31, 2024 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Advertising expenses The Company expenses the costs of advertising as incurred. Advertising expenses, including broadcast and digital media, are included in marketing expenses in the accompanying consolidated statement of income, and amounted to $8,627,518 for the year ended December 31, 2024. Leases The Company accounts for leases under Accounting Standards Codification ("ASC") Topic 842, Leases ("ASC 842"). Arrangements meeting the definition of a lease under ASC 842 are classified as either operating or financing leases and recorded on the accompanying consolidated balance sheet as both a right-of-use ("ROU") asset and lease liability. The lease liability is measured at the present value of lease payments over the lease term, discounted using the rate implicit in the lease or, if not readily determinable, the risk-free rate as a practical expedient. The ROU asset is adjusted for any initial direct costs, prepayments, and incentives received. For operating leases, the Company recognizes expense on a straight-line basis over the lease term, comprising both the amortization of the ROU asset and interest on the lease liability. Variable lease payments are expensed as incurred. Lease modifications or terminations that do not result in the creation of a new lease are accounted for by remeasuring the lease liability and adjusting the ROU asset accordingly. The Company elected to apply the following practical expedients: Election to account for lease and non-lease components as a single lease component for all asset classes. Election to use the risk-free interest rate for the measurement of lease liabilities for all classes of underlying assets. Election not to record ROU assets and corresponding lease liabilities for short-term leases with a lease term of 12 months or less, but greater than one month. Leases of one month or less are not included in short-term lease costs. Election to use hindsight in determining the lease term and assessing impairment of ROU assets. Equity-based compensation The Company accounts for equity-based compensation in accordance with ASC 718, Compensation—Stock Compensation ("ASC 718"), recognizing compensation expense for all equity-based awards granted to employees and non-employees based on their grant-date fair value. 12
HRBeauty LLC Notes to Consolidated Financial Statements December 31, 2024 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Equity-based compensation (continued) The Company estimates the fair value of equity-based awards using the most recent independent 409A valuation, which incorporates key assumptions such as expected volatility, expected term, risk-free interest rate, and applicable adjustments for marketability and other relevant factors. The determination of fair value involves management's judgment and inherent uncertainties, as these assumptions represent management's best estimates based on available information at the time of valuation. The Company utilizes the Monte Carlo model in conjunction with the key assumptions to determine the expense. Compensation expense is recognized ratably over the requisite service period for awards expected to vest. For performance-based awards, expense is recognized when the valuation of the Company exceeds the effective threshold set by the award. Market-based conditions are incorporated into the grant-date fair value and recognized over the service period regardless of actual achievement. The Company accounts for forfeitures as they occur. Subsequent events The Company has evaluated events subsequent to December 31, 2024, in order to assess the need for potential recognition or disclosure in the consolidated financial statements. Such events were evaluated through October 10, 2025, the date the consolidated financial statements were available to be issued. Based upon this evaluation, it was determined no subsequent events occurred that require recognition or additional disclosure in the consolidated financial statements, except as disclosed in Notes 11 and 12. 3. EFFECTS OF THE CORRECTION OF ERRORS During 2024, the Company identified and corrected an error in the previously issued consolidated financial statements for the year ended December 31, 2023. The error related to the failure to recognize equity-based compensation expense for profit interest units granted to service providers, as required by ASC Topic 718, Compensation—Stock Compensation. As a result, the accompanying consolidated financial statements as of and for the year ended December 31, 2023 have been restated to correct this error. Total members' equity did not change as a result of the correction as of December 31, 2023. The following table shows the effects of the correction as of and for the year ended December 31, 2023: As Previously Reported Adjustment As Restated Statement of income - For the year ended December 31, 2023 General and administrative expenses $ (11,218,459) $ (2,569,093) $ (13,787,552) Net income 2,811,004 (2,569,093) 241,911 13
HRBeauty LLC Notes to Consolidated Financial Statements December 31, 2024 4. INVENTORY Inventory consisted of the following: Raw materials $ 3,873,169 Finished goods 11,436,322 Packing supplies 504,692 $ 15,814,183 5. PROPERTY AND EQUIPMENT, NET Property and equipment consisted of the following: Computer equipment $ 107,037 Machinery and equipment 628,688 Furniture and fixtures 220,753 Leasehold improvements 166,693 1,123,171 Accumulated depreciation and amortization (232,517) $ 890,654 Depreciation and amortization expense totaled $171,814 for the year ended December 31, 2024. For the year ended December 31, 2024, $57,347 of depreciation expense was included in cost of goods sold. Depreciation and amortization expense included in general and administrative expenses totaled $114,467 for the year ended December 31, 2024. These amounts are included in the accompanying consolidated statement of income. 6. INTANGIBLE ASSETS, NET Intangible assets consisted of the following: Trademarks $ 1,766,796 Domain names 65,196 Internal-use software 46,556 Accumulated amortization (8,682) 103,070 $ 1,869,866 Amortization expense totaled to $4,346 for the year ended December 31, 2024. Amortization expense is included in general and administrative expenses in the accompanying consolidated statement of income. 14
HRBeauty LLC Notes to Consolidated Financial Statements December 31, 2024 6. INTANGIBLE ASSETS, NET (continued) Future expected amortization of acquired finite-lived intangible assets is as follows: Year ending December 31, 2025 $ 15,985 2026 19,865 2027 19,865 2028 8,226 2029 4,346 Thereafter 34,783 $ 103,070 In June 2024, the Company entered into a settlement and purchase agreement to acquire exclusive rights to the Rhode trademark in the United States of America and settle all related legal disputes. The Company paid total consideration of $18,000,000 in connection with this agreement. Management allocated $1,183,789 of the total consideration to the acquired trademark, which is classified as an indefinite-lived intangible asset and included in intangible assets, net, in the accompanying consolidated balance sheet as of December 31, 2024. The remaining $16,816,211 was recorded as a legal settlement expense and is included in general and administrative expenses in the accompanying consolidated statement of income for the year ended December 31, 2024. 7. LEASES As of December 31, 2024, the Company is committed under an operating lease for office space with a term that expires in May 2027 with monthly payments at $47,429 with 3% annual rent escalations and an option to extend the term for an additional year. In November 2024, the Company agreed to an additional operating lease for office space with a term that expires in October 2025 with monthly payments at $5,000 and an option to extend the term for an additional year, which the Company plans to exercise. Operating lease right-of-use asset consists of the following: Operating lease right-of-use asset $ 1,237,029 Operating lease liability consists of the following: Current portion of operating lease liability $ 582,689 Operating lease liability, net of current portion 871,094 $ 1,453,783 The weighted-average remaining lease term and discount rate was 2.37 years and 4.55%, respectively, as of December 31, 2024. 15
HRBeauty LLC Notes to Consolidated Financial Statements December 31, 2024 7. LEASES (continued) The maturities of operating lease liabilities are as follows: Year ending December 31, 2025 $ 634,449 2026 645,653 2027 251,586 1,531,688 Less: imputed interest (77,905) $ 1,453,783 Operating lease cost was $506,817 for the year ended December 31, 2024. Operating lease cost is included in general and administrative expenses in the consolidated statement of income. 8. NOTE PAYABLE In June 2024, the Company entered into a short-term business loan and security agreement with an unrelated third-party lender. The loan was secured by a first priority security interest in substantially all of the Company's assets. The loan provided proceeds of $5,000,000 and had a fixed term of 150 days, maturing in November 2024. The loan was repaid in full two days after funding, therefore no amounts were outstanding as of December 31, 2024. No interest expense was incurred for the year ended December 31, 2024. 9. MEMBERS' EQUITY The Company operates under the terms of its Amended and Restated Operating Agreement, dated November 14, 2024 (the "Operating Agreement"). Pursuant to the terms and conditions of the Operating Agreement, members' equity consists of Founder Units, Series Seed-1 Units, Series Seed-2 Units, and Series A Preferred Units. A summary of the Company's authorized, issued and outstanding units as of December 31, 2024 is as follows: Total Contributions Units Authorized Units Issued and Outstanding Founder Units $ 1,000,000 6,392,556 6,392,556 Series Seed-1 Units 500,000 930,974 930,974 Series Seed-2 Units 1,500,000 1,500,000 1,500,000 Series A Preferred Units 7,000,000 882,371 882,371 $ 10,000,000 9,705,901 9,705,901 16
HRBeauty LLC Notes to Consolidated Financial Statements December 31, 2024 9. MEMBERS' EQUITY (continued) Board of Managers The Operating Agreement provides for a Board of Managers initially comprised of three members. The Board may be expanded to five members based on the provisions in the Agreement. The Founder Members are entitled to appoint two or three Managers, depending on the Board's size, and OLG, as defined in the Operating Agreement, are entitled to appoint one or two Managers. The Board of Managers governs the actions of the Company, and officers appointed by the Board manage the Company on behalf of the members. The Chairman of the Board, designated by the Founder Members, leads the Board of Managers. Contributions and distributions Members have made initial capital contributions in accordance with the provisions of the Operating Agreement. Members are not obliged to make any additional capital contributions to the Company. Distributions of net cash flow of the Company in the absence of a deemed liquidating event are made to the members pro rata in accordance with their relative percentage interest. Tax distributions shall be made to each member equal to the member's projected tax amount. Distributions of net cash flow of the Company upon the occurrence of a deemed liquidating event are distributed in the following order: First, to the members holding Founder Units, Series Seed-1 Units, Series Seed-2 Units, until aggregate amount equals to $3,000,000, and in proportion of their capital contribution percentages; Second, to the members holding Founder Units and Founder Profits Interest Units, in proportion of their respective Founder class percentage interest, until the aggregate amount equals to $5,389,406; Third, to the members holding Series Seed-1 Units, in proportion of their respective Series Seed-1 class percentage interest, until the aggregate amount equals to $434,124; Fourth, to the members holding Founder Units and Founder Profits Interest Units, in proportion of their respective Founder class percentage interest, until the aggregate amount equals to $44,299,806; Fifth, to the members holding Series Seed-1 Units, in proportion of their respective Series Seed-1 class percentage interest, until the aggregate amount equals to $6,476,591; Sixth, to the members holding Series Seed-2 Units, in proportion of their respective Series Seed-2 class percentage interest, until the aggregate amount equals to $10,400,000; 17
HRBeauty LLC Notes to Consolidated Financial Statements December 31, 2024 9. MEMBERS' EQUITY (continued) Contributions and distributions (continued) Lastly, to all members pro rata in accordance with their respective percentage interests, except for those holding profit interest units, who do not participate in distributions until they become eligible units. Distribution to eligible units is then made pro rata based on their percentage interests. If the deemed liquidation event coincides with a dissolution event, the proceeds must be distributed within 60 days of the end of the Company's taxable year in which the liquidation occurs. Such distributions shall be in cash or property or partly in both, as determined by the Board of Managers. The Board of Managers may defer the immediate sale of any or all Company property to avoid undue loss to the Members. This discretion allows for the deferral of liquidation to mitigate potential losses. Voting rights The Operating Agreement stipulates that members generally do not possess voting, approval, or consent rights, except as required by law or as explicitly provided in the agreement. Key corporate actions, such as amendments to the governing documents, significant budgetary changes, and alterations in accounting practices, require the written consent of the OLG Members (as defined in the Operating Agreement) as long as they meet the specified Ownership Threshold, as defined. Any actions taken without this required consent are void and without effect. 10. EQUITY INCENTIVE PLAN The Company established the HRBeauty LLC 2021 Equity Incentive Plan (the "Plan"), which enables the service providers of the Company to acquire equity interests. The Plan is administered by the board-appointed committee and have the power and authority to determine all matters and issues relating to the granting of awards under the Plan, including (i) the service provides who shall be granted by the awards; (ii) the time or times when awards shall be granted; (iii) the number of profit interest units subject to each award; (iv) whether an award agreement must be executed by a participant's spouse; and (v) the terms and conditions of any award. In 2024, the Company amended and restated the Plan. Under the amended and restated Plan, the Company may issue up to 2,724,750 profit interest units. 18
HRBeauty LLC Notes to Consolidated Financial Statements December 31, 2024 10. EQUITY INCENTIVE PLAN (continued) Activity of profit interest units outstanding is as follows for the year ended December 31, 2024: Profit Interest Units Outstanding Balance, January 1, 2024 758,962 Granted 1,845,977 Balance, December 31, 2024 2,604,939 Vested, December 31, 2024 1,844,297 Vested and expected to vest, December 31, 2024 2,604,939 The estimated fair value of profit interest units granted during the year ended December 31, 2024 was $21,130,898. The weighted-average grant-date fair value of profit interest units granted during the year ended December 31, 2024 was $11.45 per unit. The Company recognized equity- based compensation expense of $16,392,409 for the year ended December 31, 2024, which is included in general and administrative expenses in the accompanying consolidated statement of income. The assumptions used under the Monte Carlo pricing model and the weighted average calculated value of the profit interest units granted during the year ended December 31, 2024 are as follows: Expected volatility %61.78 Expected term (in years) 2.14 Risk-free interest rate %4.67 Weighted average fair value of profit interest units granted 11.45 As of December 31, 2024, the remaining unrecognized compensation expense related to profit interest units was $4,744,724, which is expected to be recognized over a weighted-average remaining service period of 2.90 years. 19
HRBeauty LLC Notes to Consolidated Financial Statements December 31, 2024 11. SUBSEQUENT EVENT - REVOLVING LINE OF CREDIT In April 2025, the Company entered into a credit agreement with JPMorgan Chase Bank (the "Credit Agreement") that provided for a revolving facility of up to $10,000,000, subject to a borrowing base. As of April 2025, the borrowing base was $7,681,247. The Credit Agreement included financial and reporting covenants, and was secured by substantially all of the Company's assets. The Credit Agreement bore interest at variable rates based on either (a) the greater of 2.5% or the prime rate, plus 2.25%, or (b) the secured overnight financing rate plus 3.35%. The agreement was scheduled to mature in April 2027, but was repaid in full and terminated in August 2025. 12. SUBSEQUENT EVENT - ACQUISITION In May 2025, the Company entered into an agreement and plan of merger with e.l.f. Beauty, Inc. ("e.l.f. Beauty"), a publicly traded company listed on the New York Stock Exchange. On August 5, 2025, the transaction pursuant to the agreement and plan of merger between the Company and e.l.f. Beauty was completed, and e.l.f. Beauty acquired the Company. Under the terms of the agreement and plan of merger, e.l.f. Beauty acquired the Company for $800,000,000 at closing, subject to customary adjustments, inclusive of $600,000,000 of cash and $200,000,000 of stock of e.l.f. Beauty, and potential earnout consideration of up to $200,000,000 based on the future growth of the brand over a three-year timeframe. 20
HRBeauty LLC Consolidated Financial Statements June 30, 2025
TABLE OF CONTENTS Page No. Independent Accountant's Review Report 1 Consolidated Balance Sheet 2 Consolidated Statement of Income 3 Consolidated Statement of Changes in Members' Equity 4 Consolidated Statement of Cash Flows 5 Notes to Consolidated Financial Statements 6 - 20
INDEPENDENT ACCOUNTANT'S REVIEW REPORT Board of Directors HRBeauty LLC We have reviewed the accompanying consolidated financial statements of HRBeauty LLC (a Delaware limited liability company) (the ''Company''), which comprise the consolidated balance sheet as of June 30, 2025, and the related consolidated statements of income, changes in members' equity, and cash flows for the six months then ended, and the related notes to the consolidated financial statements. A review includes primarily applying analytical procedures to management's financial data and making inquiries of management. A review is substantially less in scope than an audit, the objective of which is the expression of an opinion regarding the consolidated financial statements as a whole. Accordingly, we do not express such an opinion. Management's Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States of America; and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of the consolidated financial statements that are free from material misstatement whether due to fraud or error. Accountant's Responsibility Our responsibility is to conduct the review engagement in accordance with Statements on Standards for Accounting and Review Services promulgated by the Accounting and Review Services Committee of the AICPA. Those standards require us to perform procedures to obtain limited assurance as a basis for reporting whether we are aware of any material modifications that should be made to the consolidated financial statements for them to be in accordance with accounting principles generally accepted in the United States of America. We believe that the results of our procedures provide a reasonable basis for our conclusion. We are required to be independent of HRBeauty LLC and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements related to our review. Accountant's Conclusion Based on our review, we are not aware of any material modifications that should be made to the accompanying consolidated financial statements in order for them to be in accordance with accounting principles generally accepted in the United States of America. Woodland Hills, California October 10, 2025 1
HRBeauty LLC Consolidated Balance Sheet June 30, 2025 ASSETS Current assets Cash and cash equivalents $ 25,569,903 Accounts receivable 839,031 Inventory 39,556,615 Prepaid expenses 3,967,605 Total current assets 69,933,154 Property and equipment, net 808,251 Operating lease right-of-use assets 1,430,789 Intangible assets, net 2,063,754 Other assets 322,499 Total assets $ 74,558,447 LIABILITIES AND MEMBERS' EQUITY Current liabilities Accounts payable $ 20,808,469 Accrued expenses 4,802,223 Other current liabilities 500,000 Deferred revenue 287,132 Current portion of operating lease liabilities 790,782 Total current liabilities 27,188,606 Operating lease liabilities, net of current portion 825,665 Total liabilities 28,014,271 Members' equity 46,544,176 Total liabilities and members' equity $ 74,558,447 See accompanying notes and independent accountant's review report. 2
HRBeauty LLC Consolidated Statement of Income For the Six Months Ended June 30, 2025 Sales, net $ 102,765,319 Cost of goods sold 38,712,617 Gross profit 64,052,702 Operating expenses Marketing 13,755,549 General and administrative 14,978,667 Total operating expenses 28,734,216 Income from operations 35,318,486 Other income (expense) Interest income 748,804 Other expenses (281,675) Total other income, net 467,129 Income before provision for state income taxes 35,785,615 Provision for state income taxes 291,089 Net income $ 35,494,526 See accompanying notes and independent accountant's review report. 3
HRBeauty LLC Consolidated Statement of Changes in Members' Equity For the Six Months Ended June 30, 2025 Balance, December 31, 2024 $ 53,609,246 Equity-based compensation 865,535 Distributions (43,425,131) Net income 35,494,526 Balance, June 30, 2025 $ 46,544,176 See accompanying notes and independent accountant's review report. 4
HRBeauty LLC Consolidated Statement of Cash Flows For the Six Months Ended June 30, 2025 Cash flows from operating activities Net income $ 35,494,526 Adjustments to reconcile net income to net cash provided by operating activities Depreciation and amortization 175,435 Amortization of debt issuance costs 29,433 Loss on disposal of property and equipment 70,037 Reduction in carrying amount of operating lease right-of-use assets 224,879 Equity-based compensation 865,535 Changes in operating assets and liabilities Accounts receivable (596,911) Inventory (23,742,432) Prepaid expenses (2,640,255) Other assets (75,813) Accounts payable 2,489,478 Accrued expenses (1,814,521) Deferred revenue (221,583) Other current liabilities 500,000 Operating lease liabilities (255,975) Net cash provided by operating activities 10,501,833 Cash flows from investing activities Purchases of property and equipment (94,537) Purchases of intangible assets (262,420) Net cash used in investing activities (356,957) Cash flows from financing activities Distributions (43,425,131) Net cash used in financing activities (43,425,131) Net decrease in cash and cash equivalents (33,280,255) Cash and cash equivalents, beginning of period 58,850,158 Cash and cash equivalents, end of period $ 25,569,903 Supplemental disclosure of cash flow information Cash paid during the year for state income taxes $ 291,089 Supplemental schedule of noncash investing and financing activities Operating lease right-of-use asset obtained in exchange for operating lease liability $ 418,639 See accompanying notes and independent accountant's review report. 5
HRBeauty LLC Notes to Consolidated Financial Statements June 30, 2025 1. NATURE OF OPERATIONS HRBeauty LLC ("HRB") was formed in the State of Delaware in March 2021. HRB designs, markets, and sells a line of curated skincare essentials under the Rhode Skin brand through its website by marketing directly to consumers in the United States and internationally. HRB is headquartered in Beverly Hills, California. HRBeauty Team LLC ("HRBT"), controlled by HRB, was formed in the State of Delaware in November 2021 solely to administer the 2021 Equity Incentive Plan of HRB (see Note 9). HRBT functions as a non-operating entity, focusing exclusively on managing unit awards under this plan. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of accounting and financial statement presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). Principles of consolidation The accompanying consolidated financial statements include the accounts of HRBeauty LLC and its majority owned and controlled subsidiary, HRBeauty Team LLC, (collectively, the "Company"). All intercompany accounts and transactions are eliminated in consolidation. Use of estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates. Concentration of credit risk Financial instruments, which potentially expose the Company to concentrations of credit risk, consist primarily of cash and cash equivalents. The Company places its cash and cash equivalents in quality institutions. The Company offers a diversity of products over a broad geographic base and is not dependent on any single customer or geographic area. One customer accounted for 100% of accounts receivable as of June 30, 2025. Four vendors accounted for approximately 54% of accounts payable as of June 30, 2025. 6
HRBeauty LLC Notes to Consolidated Financial Statements June 30, 2025 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Cash and cash equivalents The Company routinely holds deposits in excess of the Federal Deposit Insurance Corporation ("FDIC") limits at financial institutions. At times, cash balances may exceed FDIC limits. The Company believes its credit risk is not significant. The Company considers all highly liquid financial instruments with original maturities of three months or less to be classified as cash equivalents. As of June 30, 2025, the Company held $16,851,164 in money market funds, which are classified as cash equivalents and included in cash and cash equivalents on the accompanying consolidated balance sheet. Accounts receivable The Company recognizes an allowance for credit losses on accounts receivable in an amount equal to the current expected credit losses. The estimation of the allowance is based on an analysis of historical loss experience, current receivables aging, and management's assessment of current conditions and reasonable and supportable expectations of future economic conditions. The Company assesses collectability by pooling receivables where similar characteristics exist based on how long a receivable balance has been outstanding. The expense associated with the allowance for expected credit losses is recognized under general and administrative expenses. As of June 30, 2025, the Company has not recorded an allowance for credit losses as accounts receivable are generally considered collectible and any potential losses are not considered material. Prepaid expenses Prepaid expenses primarily consist of prepaid marketing, prepaid insurance, prepaid rent, and prepaid inventory. Prepaid marketing costs include advance payments for media buys, influencer campaigns, and other promotional activities, which are expensed either when the advertisement is first run or over the period of expected benefit if the costs are associated with a defined campaign term. Prepaid insurance expenses are amortized over the coverage period of the respective policies. Prepaid inventory is reclassified to inventory as goods are received. Other prepaid expenses may include advance payments to vendors for goods and services, which are expensed when the associated goods are delivered or services are performed. Inventory Inventory consists of raw materials, finished goods, and packaging supplies. It is stated at the lower of cost or net realizable value. Cost is determined using the first-in, first-out ("FIFO") method. 7
HRBeauty LLC Notes to Consolidated Financial Statements June 30, 2025 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Property and equipment, net Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization of property and equipment is computed using the straight-line method over the following estimated useful lives: Computer equipment 3 years Machinery and equipment 7 years Furniture and fixtures 7 years Leasehold improvements Lesser of useful life or lease term Normal repairs and maintenance are expensed as incurred, whereas significant charges that materially increase values or extend useful lives are capitalized and depreciated over the estimated useful lives of the related assets. When property and equipment are sold or otherwise disposed of, the cost and related accumulated depreciation and amortization are removed from the accounts, and any resulting gain or loss is included in the accompanying consolidated statement of income. Intangible assets, net Intangible assets, including trademarks, internal-use software, and domain names, are stated at cost less accumulated amortization and any impairment losses. Trademarks, which are assessed to have an indefinite life, are not subject to amortization but are evaluated annually for impairment, or more frequently if events or changes in circumstances indicate that the asset may be impaired. The Company capitalizes direct and incremental internal and external costs incurred during the application development stage of internal-use software. Costs incurred during the preliminary project stage and post-implementation activities are expensed as incurred. Capitalized internal-use software costs are amortized using the straight-line method over a useful life of three years, beginning when the software is ready for its intended use. Domain names are amortized using the straight-line method over their estimated useful lives. During the six months ended June 30, 2025, the Company revised the estimated useful life of its domain names from 15 years to 1 year based on changes in expected use. The change in estimate was applied prospectively and did not have a material effect on the Company's consolidated financial statements. 8
HRBeauty LLC Notes to Consolidated Financial Statements June 30, 2025 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Impairment of long-lived assets The Company reviews long-lived tangible and intangible assets for impairment when circumstances indicate the carrying amount of an asset may not be recoverable. If such review indicates that the carrying amount of long-lived assets is not recoverable, then the carrying amount is reduced to fair value. In addition to the recoverability assessment, the Company routinely reviews the remaining estimated lives of its long-lived assets. Any reduction in the useful life assumption will result in increased depreciation and amortization expense in the period when such determination is made, as well as in subsequent periods. For the six months ended June 30, 2025, the Company determined that no impairment of long-lived tangible and intangible assets was required, and accordingly, no impairment losses have been recorded. Revenue recognition Revenue from contracts with customers is recognized using the following five steps: a) Identify the contract(s) with a customer b) Identify the performance obligations in the contract c) Determine the transaction price d) Allocate the transaction price to the performance obligations in the contract e) Recognize revenue when (or as) the entity satisfies a performance obligation A contract contains a promise (or promises) to transfer goods to a customer. A performance obligation is a promise (or a group of promises) that is distinct. The transaction price is the amount of consideration a company expects to be entitled from a customer in exchange for providing the goods. Revenue is recognized when the Company satisfies each performance obligation by transferring control of the promised goods to the customer. Goods are transferred at a point in time. The Company's revenue is from direct-to-consumer sales and wholesale sales to retailers. Revenue is recognized upon shipment, reflecting the transfer of control, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods. The Company recognizes revenue from sales when performance obligations under the terms of a contract with the customer are satisfied; generally, this occurs with the transfer of control of the goods to customers at the time products are shipped. The Company recognizes a provision for sales returns based on historical return data and current market conditions. This provision is accounted for as a reduction to revenue at the point of sale to reflect the net revenues expected to be realized. 9
HRBeauty LLC Notes to Consolidated Financial Statements June 30, 2025 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Revenue recognition (continued) Revenue from direct-to-consumer sales is presented net of estimated returns. Shipping and handling activities are accounted for as costs to fulfill the contract. Amounts charged to customers for shipping are included in the transaction price and recorded as revenue, with the related shipping and handling costs recorded in cost of goods sold. The Company typically provides refunds for merchandise returned within 30 days of receipt. The Company requires payment in advance for all direct-to-consumer sales. Revenue from wholesale sales to retailers is presented net of estimated returns. Provisions for variable consideration, including rebates, sales incentives, trade promotions, product returns, and discounts, are recorded as a reduction of revenue in the same period the related sales are recognized. Promotional programs, such as slotting fees, product listing allowances, and cooperative advertising, are recognized in the same period as the related sales. Payment terms for wholesale customers are established by individual agreements and generally range from 30 to 60 days from shipment. Payments received before the goods are shipped are recorded as deferred revenue. This deferred revenue is recognized as revenue upon the shipment of goods, aligning with the point at which control transfers to the customer and the Company's performance obligations are satisfied. The following table sets forth a summary of changes in deferred revenue for the six months ended June 30, 2025: Balance, beginning of period $ 508,715 Consideration received in advance 101,704,753 Revenue recognized (101,926,336) Balance, end of period $ 287,132 Income taxes The Company is a limited liability company that has elected to be taxed as a partnership under the Internal Revenue Code. Under those provisions, the Company does not pay federal taxes on its taxable income. Instead, the members report their respective share of the Company's taxable income. The Company is subject to various state income or gross-receipts based taxes in states which the Company has established nexus. 10
HRBeauty LLC Notes to Consolidated Financial Statements June 30, 2025 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Income taxes (continued) U.S. GAAP requires management to evaluate tax positions taken by the Company and recognize a tax liability (or asset) if the Company has taken an uncertain tax position that more likely than not would not be sustained upon examination by the Internal Revenue Service. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. There were no uncertain tax positions for the six months ended June 30, 2025. Sales taxes The Company files sales tax returns in all required jurisdictions in the United States of America. The Company is required to collect sales taxes and fees from customers on behalf of government agencies and remit the amounts collected to the applicable governmental agencies on a periodic basis. These taxes and fees are legal assessments on the customer, and the Company has a legal obligation to act as a collection agent. Because the Company does not retain these taxes and fees, the Company does not include such amounts in revenue. The Company records a liability when the amounts are collected and relieves the liability when payments are made to the applicable governmental agencies. Cost of goods sold Cost of goods sold includes the costs incurred to acquire materials, assemble, and sell the Company's finished products. Such costs include product costs held at the lower of cost and net realizable value and inclusive of inventory reserves, freight and import costs, outbound shipping and handling expenses, and warehouse labor costs. Shipping and handling costs Shipping and handling costs, included in cost of goods sold in the accompanying consolidated statement of income amounted to $10,645,785 for the six months ended June 30, 2025. Advertising expenses The Company expenses the costs of advertising as incurred. Advertising expenses, including broadcast and digital media, are included in marketing expenses in the accompanying consolidated statement of income, and amounted to $6,618,623 for the six months ended June 30, 2025. 11
HRBeauty LLC Notes to Consolidated Financial Statements June 30, 2025 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Leases The Company accounts for leases under Accounting Standards Codification ("ASC") Topic 842, Leases ("ASC 842"). Arrangements meeting the definition of a lease under ASC 842 are classified as either operating or financing leases and recorded on the accompanying consolidated balance sheet as both a right-of-use ("ROU") asset and lease liability. The lease liability is measured at the present value of lease payments over the lease term, discounted using the rate implicit in the lease or, if not readily determinable, the risk-free rate as a practical expedient. The ROU asset is adjusted for any initial direct costs, prepayments, and incentives received. For operating leases, the Company recognizes expense on a straight-line basis over the lease term, comprising both the amortization of the ROU asset and interest on the lease liability. Variable lease payments are expensed as incurred. Lease modifications or terminations that do not result in the creation of a new lease are accounted for by remeasuring the lease liability and adjusting the ROU asset accordingly. The Company elected to apply the following practical expedients: Election to account for lease and non-lease components as a single lease component for all asset classes. Election to use the risk-free interest rate for the measurement of lease liabilities for all classes of underlying assets. Election not to record ROU assets and corresponding lease liabilities for short-term leases with a lease term of 12 months or less, but greater than one month. Leases of one month or less are not included in short-term lease costs. Election to use hindsight in determining the lease term and assessing impairment of ROU assets. Equity-based compensation The Company accounts for equity-based compensation in accordance with ASC 718, Compensation—Stock Compensation ("ASC 718"), recognizing compensation expense for all equity-based awards granted to employees and non-employees based on their grant-date fair value. The Company estimates the fair value of equity-based awards using the most recent independent 409A valuation, which incorporates key assumptions such as expected volatility, expected term, risk-free interest rate, and applicable adjustments for marketability and other relevant factors. The determination of fair value involves management's judgment and inherent uncertainties, as these assumptions represent management's best estimates based on available information at the time of valuation. The Company utilizes the Monte Carlo model in conjunction with the key assumptions to determine the expense. 12
HRBeauty LLC Notes to Consolidated Financial Statements June 30, 2025 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Equity-based compensation (continued) Compensation expense is recognized ratably over the requisite service period for awards expected to vest. For performance-based awards, expense is recognized when the valuation of the Company exceeds the effective threshold set by the award. Market-based conditions are incorporated into the grant-date fair value and recognized over the service period regardless of actual achievement. The Company accounts for forfeitures as they occur. Subsequent events The Company has evaluated events subsequent to June 30, 2025, in order to assess the need for potential recognition or disclosure in the consolidated financial statements. Such events were evaluated through October 10, 2025, the date the consolidated financial statements were available to be issued. Based upon this evaluation, it was determined no subsequent events occurred that require recognition or additional disclosure in the consolidated financial statements, except as disclosed in Notes 6 and 11. 3. INVENTORY Inventory consisted of the following: Raw materials $ 7,974,638 Finished goods 30,659,253 Packing supplies 922,724 $ 39,556,615 4. PROPERTY AND EQUIPMENT, NET Property and equipment consisted of the following: Computer equipment $ 135,715 Machinery and equipment 567,693 Furniture and fixtures 230,450 Leasehold improvements 200,906 1,134,764 Accumulated depreciation and amortization (326,513) $ 808,251 Depreciation and amortization expense totaled $106,903 for the six months ended June 30, 2025. For the six months ended June 30, 2025, $43,758 of depreciation expense was included in cost of goods sold. Depreciation and amortization expense included in general and administrative expenses totaled $63,145 for the six months ended June 30, 2025. These amounts are included in the accompanying consolidated statement of income. 13
HRBeauty LLC Notes to Consolidated Financial Statements June 30, 2025 5. INTANGIBLE ASSETS, NET Intangible assets consisted of the following: Trademarks $ 1,951,996 Domain names 85,620 Internal-use software 103,350 Accumulated amortization (77,212) 111,758 $ 2,063,754 During the six months ended June 30, 2025, the Company acquired trademarks totaling $185,201, domain names totaling $20,424, and developed internal use software totaling $56,794. Amortization expense totaled $68,532 for the six months ended June 30, 2025. Amortization expense is included in general and administrative expenses in the accompanying consolidated statement of income. Future expected amortization of acquired finite-lived intangible assets is as follows: Year ending December 31, 2025 (excluding the six months ended June 30, 2025) $ 27,437 2026 41,258 2027 34,450 2028 8,613 $ 111,758 6. REVOLVING CREDIT FACILITY In April 2025, the Company entered into a credit agreement with JPMorgan Chase Bank (the "Credit Agreement") that provided for a revolving facility of up to $10,000,000, subject to a borrowing base. As of April 2025, the borrowing base was $7,681,247. The Credit Agreement included financial and reporting covenants, and was secured by substantially all of the Company's assets. The Credit Agreement bore interest at variable rates based on either (a) the greater of 2.5% or the prime rate, plus 2.25%, or (b) the secured overnight financing rate plus 3.35%. The agreement was scheduled to mature in April 2027, but was repaid in full and terminated in August 2025. 14
HRBeauty LLC Notes to Consolidated Financial Statements June 30, 2025 6. REVOLVING CREDIT FACILITY (continued) In connection with the Credit Agreement, the Company incurred deferred financing costs totaling $239,062. Deferred financing costs are being amortized on a straight-line basis over the term of the agreement, which approximates the effective interest method. Amortization expense for the six months ended June 30, 2025, was $29,433 and is included in general and administrative expenses in the accompanying consolidated statement of income. Unamortized deferred financing costs totaled $209,629 as of June 30, 2025, and are included in other assets in the accompanying consolidated balance sheet. As of June 30, 2025, no amounts had been drawn on the revolving facility. 7. LEASES The Company leases office space under a noncancelable operating lease agreement. In May 2025, the lease was amended to expand the leased premises and extend the lease term from May 2027 to June 2027. The amended lease requires monthly base rent of $63,785 with 3% annual rent escalations and includes an option to extend the term for an additional year. The Company has determined that it is not reasonably certain that the renewal option will be exercised. As a result, the optional period is excluded from the operating lease liabilities and right-of-use assets recorded in the accompanying consolidated balance sheet. The Company also leases a product development laboratory under a separate noncancelable operating lease. The lease commenced in November 2024 and includes an initial term of one year with an option to extend the lease for an additional one-year period. The Company has determined that it is reasonably certain to exercise the renewal option. As a result, the full two- year term has been included in the measurement of the lease liability and right-of-use asset. Monthly base rent is $5,000 during the first year of the lease term and $5,500 during the second year. The facility is used primarily for research and development activities. Operating lease right-of-use assets consists of the following: Operating lease right-of-use assets $ 1,430,789 Operating lease liabilities consists of the following: Current portion of operating lease liabilities obligations $ 790,782 Operating lease liabilities, net of current portion 825,665 $ 1,616,447 The weighted-average remaining lease term and discount rate was 1.96 years and 4.35%, respectively, as of June 30, 2025. 15
HRBeauty LLC Notes to Consolidated Financial Statements June 30, 2025 7. LEASES (continued) The maturities of operating lease liabilities are as follows: Year ending December 31, 2025 (excluding the six months ended June 30, 2025) $ 417,533 2026 860,901 2027 405,055 1,683,489 Less: imputed interest (67,042) $ 1,616,447 Operating lease cost was $560,274 for the six months ended June 30, 2025. Operating lease cost is included in general and administrative expenses in the consolidated statement of income. 8. MEMBERS' EQUITY The Company operates under the terms of its Amended and Restated Operating Agreement, dated November 14, 2024 (the "Operating Agreement"). Pursuant to the terms and conditions of the Operating Agreement, members' equity consists of Founder Units, Series Seed-1 Units, Series Seed-2 Units, and Series A Preferred Units. A summary of the Company's authorized, issued and outstanding units as of June 30, 2025 is as follows: Total Contributions Units Authorized Units Issued and Outstanding Founder Units $ 1,000,000 6,392,556 6,392,556 Series Seed-1 Units 500,000 930,974 930,974 Series Seed-2 Units 1,500,000 1,500,000 1,500,000 Series A Preferred Units 7,000,000 882,371 882,371 $ 10,000,000 9,705,901 9,705,901 16
HRBeauty LLC Notes to Consolidated Financial Statements June 30, 2025 8. MEMBERS' EQUITY (continued) Board of Managers The Operating Agreement provides for a Board of Managers initially comprised of three members. The Board may be expanded to five members based on the provisions in the Agreement. The Founder Members are entitled to appoint two or three Managers, depending on the Board's size, and OLG, as defined in the Operating Agreement, are entitled to appoint one or two Managers. The Board of Managers governs the actions of the Company, and officers appointed by the Board manage the Company on behalf of the members. The Chairman of the Board, designated by the Founder Members, leads the Board of Managers. Contributions and distributions Members have made initial capital contributions in accordance with the provisions of the Operating Agreement. Members are not obliged to make any additional capital contributions to the Company. Distributions of net cash flow of the Company in the absence of a deemed liquidating event are made to the members pro rata in accordance with their relative percentage interest. Tax distributions shall be made to each member equal to the member's projected tax amount. Distributions of net cash flow of the Company upon the occurrence of a deemed liquidating event are distributed in the following order: First, to the members holding Founder Units, Series Seed-1 Units, Series Seed-2 Units, until aggregate amount equals to $3,000,000, and in proportion of their capital contribution percentages; Second, to the members holding Founder Units and Founder Profits Interest Units, in proportion of their respective Founder class percentage interest, until the aggregate amount equals to $5,389,406; Third, to the members holding Series Seed-1 Units, in proportion of their respective Series Seed-1 class percentage interest, until the aggregate amount equals to $434,124; Fourth, to the members holding Founder Units and Founder Profits Interest Units, in proportion of their respective Founder class percentage interest, until the aggregate amount equals to $44,299,806; Fifth, to the members holding Series Seed-1 Units, in proportion of their respective Series Seed-1 class percentage interest, until the aggregate amount equals to $6,476,591; Sixth, to the members holding Series Seed-2 Units, in proportion of their respective Series Seed-2 class percentage interest, until the aggregate amount equals to $10,400,000; 17
HRBeauty LLC Notes to Consolidated Financial Statements June 30, 2025 8. MEMBERS' EQUITY (continued) Contributions and distributions (continued) Lastly, to all members pro rata in accordance with their respective percentage interests, except for those holding profit interest units, who do not participate in distributions until they become eligible units. Distribution to eligible units is then made pro rata based on their percentage interests. If the deemed liquidation event coincides with a dissolution event, the proceeds must be distributed within 60 days of the end of the Company's taxable year in which the liquidation occurs. Such distributions shall be in cash or property or partly in both, as determined by the Board of Managers. The Board of Managers may defer the immediate sale of any or all Company property to avoid undue loss to the Members. This discretion allows for the deferral of liquidation to mitigate potential losses. Voting rights The Operating Agreement stipulates that members generally do not possess voting, approval, or consent rights, except as required by law or as explicitly provided in the agreement. Key corporate actions, such as amendments to the governing documents, significant budgetary changes, and alterations in accounting practices, require the written consent of the OLG Members (as defined in the Operating Agreement) as long as they meet the specified Ownership Threshold, as defined. Any actions taken without this required consent are void and without effect. 9. EQUITY INCENTIVE PLAN The Company established the HRBeauty LLC 2021 Equity Incentive Plan (the "Plan"), which enables the service providers of the Company to acquire equity interests. The Plan is administered by the board-appointed committee and have the power and authority to determine all matters and issues relating to the granting of awards under the Plan, including (i) the service provides who shall be granted by the awards; (ii) the time or times when awards shall be granted; (iii) the number of profit interest units subject to each award; (iv) whether an award agreement must be executed by a participant's spouse; and (v) the terms and conditions of any award. In 2024, the Company amended and restated the Plan. Under the amended and restated Plan, the Company may issue up to 2,724,750 profit interest units. 18
HRBeauty LLC Notes to Consolidated Financial Statements June 30, 2025 9. EQUITY INCENTIVE PLAN (continued) Activity of profit interest units outstanding is as follows for the six months ended June 30, 2025: Profit Interest Units Outstanding Balance, January 1, 2025 2,604,939 Granted 34,185 Balance, June 30, 2025 2,639,124 Vested, June 30, 2025 2,104,708 Vested and expected to vest, June 30, 2025 2,639,124 The estimated fair value of profit interest units granted during the six months ended June 30, 2025 was $293,880. The Company recognized equity-based compensation expense of $865,535 for the six months ended June 30, 2025, which is included in general and administrative expenses in the accompanying consolidated statement of income. The assumptions used under the Monte Carlo pricing model and the weighted average calculated value of the profit interest units granted during the six months ended June 30, 2025 are as follows: Expected volatility 61.36% Expected term (in years) 1 Risk-free interest rate 4.16% Weighted average fair value of profit interest units granted $8.60 As of June 30, 2025, the remaining unrecognized compensation expense related to profit interest units was $4,173,420, which is expected to be recognized over a weighted-average remaining service period of 2.63 years. 10. EMPLOYEE BENEFIT PLAN The Company adopted a 401(k) plan (the "401(k) Plan") on January 1, 2025. All full time employees of HRBeauty LLC, are eligible for participation. The Company may make employer matching contributions to all participants of the 401(k) Plan. The Company made contributions of $174,514 for the six months ended June 30, 2025. 19
HRBeauty LLC Notes to Consolidated Financial Statements June 30, 2025 11. ACQUISITION In May 2025, the Company entered into an agreement and plan of merger with e.l.f. Beauty, Inc. ("e.l.f. Beauty"), a publicly traded company listed on the New York Stock Exchange. On August 5, 2025, the transaction pursuant to the agreement and plan of merger between the Company and e.l.f. Beauty was completed, and e.l.f. Beauty acquired the Company. Under the terms of the agreement and plan of merger, e.l.f. Beauty acquired the Company for $800,000,000 at closing, subject to customary adjustments, inclusive of $600,000,000 of cash and $200,000,000 of stock of e.l.f. Beauty, and potential earnout consideration of up to $200,000,000 based on the future growth of the brand over a three-year timeframe. 20
Exhibit 99.3
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
Introduction
On August 5, 2025 (the “Closing Date”), e.l.f. Beauty, Inc. (“e.l.f. Beauty” or the “Company”) completed an acquisition (the “Acquisition”) of HRBeauty LLC (“rhode”) pursuant to the Agreement and Plan of Merger, dated as of May 28, 2025 (the “Merger Agreement”).
The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X.
The unaudited pro forma condensed combined balance sheet as of June 30, 2025, gives effect to the Acquisition and the debt financing (see “Description of the Financing” for explanation of the debt financing) as if those transactions had been completed on June 30, 2025 and combines the unaudited condensed consolidated balance sheet of e.l.f. Beauty as of June 30, 2025 with rhode’s unaudited condensed consolidated balance sheet as of June 30, 2025.
The unaudited pro forma condensed combined statements of operations for the year ended March 31, 2025, and the three months ended June 30, 2025, give effect to the Acquisition and the debt financing as if those transactions had occurred on April 1, 2024, the first day of e.l.f. Beauty’s fiscal year 2025 and combines the historical results of e.l.f. Beauty and rhode. The unaudited pro forma condensed combined statement of operations for the year ended March 31, 2025 combines the audited consolidated statement of operations of e.l.f. Beauty for the year ended March 31, 2025 with rhode’s audited consolidated statement of operations for the fiscal year ended December 31, 2024 adding rhode’s unaudited quarter ended March 31, 2025 and subtracting rhode’s unaudited quarter ended March 31, 2024. The unaudited pro forma condensed combined statement of operations for the quarter ended June 30, 2025, combines the unaudited condensed consolidated statement of operations of e.l.f. Beauty for the quarter ended June 30, 2025, with rhode’s unaudited condensed consolidated statement of operations for the quarter ended June 30, 2025.
The historical financial statements of e.l.f. Beauty and rhode have been adjusted in the accompanying unaudited pro forma condensed combined financial information to give effect to pro forma events that are transaction accounting adjustments which are necessary to account for the Acquisition and the debt financing, in accordance with generally accepted accounting principles of the United States of America (“US GAAP”). The unaudited pro forma adjustments are based upon available information and certain assumptions that e.l.f. Beauty’s management believes are reasonable.
The unaudited pro forma condensed combined financial information should be read in conjunction with:
•The accompanying notes to the unaudited pro forma condensed combined financial information;
•The separate audited financial statements of e.l.f. Beauty and accompanying notes included in e.l.f. Beauty’s Annual Report on Form 10-K for the year ended March 31, 2025;
•The separate unaudited financial statements of e.l.f. Beauty and accompanying notes included in e.l.f. Beauty’s Quarterly Report on Form 10-Q for the period ended June 30, 2025;
•The separate audited financial statements of rhode as of and for the fiscal year ended December 31, 2024, and the related notes, appearing within this Current Report on Form 8-K/A as Exhibit 99.1; and
•The separate unaudited financial statements of rhode as of and for the six months ended June 30, 2025, and the related notes, appearing within this Current Report on Form 8-K as Exhibit 99.2.
Description of the Financing
On the Closing Date, e.l.f. Beauty entered into that certain Fifth Amendment to Amended and Restated Credit Agreement (the “Amendment”) among the Company, e.l.f. Cosmetics, Inc., a Delaware corporation (“e.l.f. Cosmetics”), certain of the Company’s other subsidiaries party thereto, Bank of Montreal, as administrative agent (in such capacity, the “Agent”), and the lenders party thereto, to the Amended and Restated Credit Agreement, dated as of April 30, 2021, among the Company, e.l.f. Cosmetics, certain of the Company’s other subsidiaries party thereto, the lenders party thereto and the Agent (as amended prior to the Amendment, the “Existing Credit Agreement,” and as further amended by the Amendment, the “Amended Credit Agreement”). The loans governed by the Amendment include:
•a $600 million term loan facility (the “Term Facility”); and
•the Company’s existing revolving line of credit (the “Revolving Credit Facility”).
1
The Term Facility will amortize in equal quarterly installments of 1.25% of the original principal amount thereof for the first three years following the closing of the Amendment and 1.875% for the two years thereafter with such amortization payments to commence on December 31, 2025. The remaining balance of the Term Facility will be due at maturity on March 3, 2030.
Loans under the Term Facility will bear interest at a rate per annum equal to, at e.l.f. Cosmetics’ election: Adjusted Secured Overnight Financing Rate (“SOFR”) or an alternate base rate as set forth in the Amendment, plus an interest rate margin, to be based on consolidated total net leverage ratio levels, ranging from, (i) in the case of SOFR loans, 1.50% to 2.25%; provided that if SOFR is less than 0.00%, such rate shall be deemed to be 0.00%, and (ii) in the case of alternate base rate loans, 0.50% to 1.25%; provided that if the alternate base rate is less than 1.00%, such rate shall be deemed to be 1.00%. The fees on the unused commitments under the Revolving Credit Facility, based on consolidated total net leverage ratio levels, was increased to 0.15% and 0.20% from 0.10% and 0.15%, respectively, for the two lowest pricing levels while the two highest pricing levels remain unchanged at 0.20% and 0.25%, respectively.
Accounting for the Acquisition
The Acquisition is being accounted for as a business combination using the acquisition method with e.l.f. Beauty as the accounting acquirer in accordance with Accounting Standards Codification Topic 805, Business Combinations (“ASC 805”). Under this method of accounting, the aggregate consideration will be allocated to rhode’s assets acquired and liabilities assumed based upon their estimated fair values at the date of completion of the Acquisition. The process of valuing the net assets of rhode immediately prior to the Acquisition, as well as evaluating accounting policies for conformity, is preliminary. Any differences between the estimated fair value of the consideration transferred and the estimated fair value of the assets acquired, and liabilities assumed will be recorded as goodwill. Accordingly, the aggregate acquisition consideration allocation and related adjustments reflected in this unaudited pro forma condensed combined financial information are preliminary and subject to revision based on a final determination of fair value. Refer to Note 1 – Basis of presentation for more information.
All financial data included in the unaudited condensed combined financial information is presented in thousands of U.S. Dollars, except share and per share amounts, and has been prepared on the basis of US GAAP and e.l.f. Beauty’s accounting policies.
The unaudited pro forma condensed combined financial information presented is for informational purposes only and is not necessarily indicative of the financial position or results of operations that would have been realized if the Acquisition and the debt financing had been completed on the dates set forth above, nor is it indicative of the future results or financial position of the combined company.
2
e.l.f. Beauty, Inc. and subsidiaries
Unaudited Pro Forma Condensed Combined Balance Sheet
As of June 30, 2025
| e.l.f. Beauty Historical As of June 30, 2025 | rhode Reclassed As of June 30, 2025 (Note 2) | Transaction Accounting Adjustments | (Note 4) | Pro Forma Combined | ||||||||||||||||||||||||||||
| Assets | ||||||||||||||||||||||||||||||||
| Current assets: | ||||||||||||||||||||||||||||||||
| Cash and cash equivalents | $ | 170,029 | $ | 25,570 | $ | 23,159 | (a) | $ | 218,758 | |||||||||||||||||||||||
| Accounts receivable, net | 173,352 | 839 | — | 174,191 | ||||||||||||||||||||||||||||
| Inventory, net | 170,379 | 39,557 | 158 | (b) | 210,094 | |||||||||||||||||||||||||||
| Prepaid expenses and other current assets | 88,766 | 4,062 | — | 92,828 | ||||||||||||||||||||||||||||
| Total current assets | 602,526 | 70,028 | 23,317 | 695,871 | ||||||||||||||||||||||||||||
| Property and equipment, net | 39,182 | 808 | 966 | (c) | 40,956 | |||||||||||||||||||||||||||
| Intangible assets, net | 203,348 | 1,969 | 378,931 | (d) | 584,248 | |||||||||||||||||||||||||||
| Goodwill | 340,582 | — | 519,529 | (e) | 860,111 | |||||||||||||||||||||||||||
| Other assets | 129,258 | 1,753 | 3,903 | (f) | 134,914 | |||||||||||||||||||||||||||
| Total assets | $ | 1,314,896 | $ | 74,558 | $ | 926,646 | $ | 2,316,100 | ||||||||||||||||||||||||
| Liabilities and stockholders' equity | ||||||||||||||||||||||||||||||||
| Current liabilities: | ||||||||||||||||||||||||||||||||
| Accounts payable | $ | 74,603 | $ | 20,808 | $ | 440 | (a) | $ | 95,851 | |||||||||||||||||||||||
| Accrued expenses and other current liabilities | 110,136 | 6,380 | 18,137 | (g) | 134,653 | |||||||||||||||||||||||||||
| Total current liabilities | 184,739 | 27,188 | 18,577 | 230,504 | ||||||||||||||||||||||||||||
| Long-term debt | 256,676 | — | 644,978 | (h) | 901,654 | |||||||||||||||||||||||||||
| Deferred tax liabilities | 17,009 | — | 8 | (i) | 17,017 | |||||||||||||||||||||||||||
| Long-term operating lease obligations | 50,351 | 826 | 713 | (j) | 51,890 | |||||||||||||||||||||||||||
| Other long-term liabilities | 1,269 | — | 8,661 | (k) | 9,930 | |||||||||||||||||||||||||||
| Total liabilities | 510,044 | 28,014 | 672,937 | 1,210,995 | ||||||||||||||||||||||||||||
| Stockholders' equity: | ||||||||||||||||||||||||||||||||
| Common stock | 566 | — | 26 | (l) | 592 | |||||||||||||||||||||||||||
| Additional paid-in capital | 952,015 | — | 300,252 | (l) | 1,252,267 | |||||||||||||||||||||||||||
| Accumulated other comprehensive income | 1,207 | — | — | 1,207 | ||||||||||||||||||||||||||||
| Accumulated deficit | (148,936) | 46,544 | (46,569) | (m) | (148,961) | |||||||||||||||||||||||||||
| Total stockholders' equity | 804,852 | 46,544 | 253,709 | 1,105,105 | ||||||||||||||||||||||||||||
| Total liabilities and stockholders' equity | $ | 1,314,896 | $ | 74,558 | $ | 926,646 | $ | 2,316,100 | ||||||||||||||||||||||||
See the accompanying notes to the Unaudited Pro Forma Condensed Combined Financial Information.
3
e.l.f. Beauty, Inc. and subsidiaries
Unaudited Pro Forma Condensed Combined Statement of Operations
Three Months Ended June 30, 2025
(in thousands, except share and per share data)
| e.l.f. Beauty Historical Three Months Ended June 30, 2025 | rhode Reclassed Three Months Ended June 30, 2025 (Note 2) | Transaction Accounting Adjustments | Note 5 | Pro Forma Combined | ||||||||||||||||||||||||||||
| Net sales | $ | 353,739 | $ | 40,248 | $ | — | $ | 393,987 | ||||||||||||||||||||||||
| Cost of sales | 109,198 | 8,792 | — | 117,990 | ||||||||||||||||||||||||||||
| Gross profit | 244,541 | 31,456 | — | 275,997 | ||||||||||||||||||||||||||||
| Selling, general and administrative expenses | 195,832 | 22,603 | 7,043 | (b), (c) | 225,478 | |||||||||||||||||||||||||||
| Operating income (loss) | 48,709 | 8,853 | (7,043) | 50,519 | ||||||||||||||||||||||||||||
| Other income (expense), net | 5,037 | (144) | — | 4,893 | ||||||||||||||||||||||||||||
| Interest (expense) income, net | (2,632) | 322 | (9,988) | (c) | (12,298) | |||||||||||||||||||||||||||
| Income (loss) before provision for income taxes | 51,114 | 9,031 | (17,031) | 43,114 | ||||||||||||||||||||||||||||
| Income tax (provision) benefit | (17,803) | (284) | 1,976 | (d) | (16,111) | |||||||||||||||||||||||||||
| Net income (loss) | $ | 33,311 | $ | 8,747 | $ | (15,055) | $ | 27,003 | ||||||||||||||||||||||||
| Net income per share: | ||||||||||||||||||||||||||||||||
| Basic | $ | 0.59 | $ | 0.46 | ||||||||||||||||||||||||||||
| Diluted | $ | 0.58 | $ | 0.45 | ||||||||||||||||||||||||||||
| Weighted average shares outstanding: | ||||||||||||||||||||||||||||||||
| Basic | 56,328,483 | (e) | 58,910,854 | |||||||||||||||||||||||||||||
| Diluted | 57,675,035 | (e) | 60,257,406 | |||||||||||||||||||||||||||||
See the accompanying notes to the Unaudited Pro Forma Condensed Combined Financial Information.
4
e.l.f. Beauty, Inc. and subsidiaries
Unaudited Pro Forma Condensed Combined Statement of Operations
Year Ended March 31, 2025
(in thousands, except share and per share data)
| e.l.f. Beauty Historical Year Ended March 31, 2025 | rhode Reclassed Year Ended March 31, 2025 (Note 2) | Transaction Accounting Adjustments | Note 5 | Pro Forma Combined | ||||||||||||||||||||||||||||
| Net sales | $ | 1,313,517 | $ | 212,209 | $ | — | $ | 1,525,726 | ||||||||||||||||||||||||
| Cost of sales | 377,831 | 40,754 | 158 | (a) | 418,743 | |||||||||||||||||||||||||||
| Gross profit | 935,686 | 171,455 | (158) | 1,106,983 | ||||||||||||||||||||||||||||
| Selling, general and administrative expenses | 777,659 | 100,368 | 28,198 | (b), (c) | 906,225 | |||||||||||||||||||||||||||
| Operating income (loss) | 158,027 | 71,087 | (28,356) | 200,758 | ||||||||||||||||||||||||||||
| Other income, net | 1,294 | 49 | — | 1,343 | ||||||||||||||||||||||||||||
| Interest (expense) income, net | (13,813) | 955 | (39,951) | (c) | (52,809) | |||||||||||||||||||||||||||
| Loss on extinguishment of debt | (13) | — | — | (13) | ||||||||||||||||||||||||||||
| Income (loss) before provision for income taxes | 145,495 | 72,091 | (68,307) | 149,279 | ||||||||||||||||||||||||||||
| Income tax (provision) benefit | (33,406) | (109) | (935) | (d) | (34,450) | |||||||||||||||||||||||||||
| Net income (loss) | $ | 112,089 | $ | 71,982 | $ | (69,242) | $ | 114,829 | ||||||||||||||||||||||||
| Net income per share: | ||||||||||||||||||||||||||||||||
| Basic | $ | 1.99 | $ | 1.95 | ||||||||||||||||||||||||||||
| Diluted | $ | 1.92 | $ | 1.88 | ||||||||||||||||||||||||||||
| Weighted average shares outstanding: | ||||||||||||||||||||||||||||||||
| Basic | 56,210,459 | (e) | 58,792,830 | |||||||||||||||||||||||||||||
| Diluted | 58,345,174 | (e) | 60,927,545 | |||||||||||||||||||||||||||||
See the accompanying notes to the Unaudited Pro Forma Condensed Combined Financial Information.
5
e.l.f. Beauty, Inc. and subsidiaries
Notes to Unaudited Pro Forma Condensed Combined Financial Information
Note 1—Basis of presentation
The Acquisition is being accounted for as a business combination using the acquisition method of accounting under US GAAP, in accordance with the provisions of ASC 805 which requires assets acquired and liabilities assumed to be recorded at their acquisition date fair value. ASC 820, Fair Value Measurements, defines the term “fair value” as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.” Fair value measurements can be highly subjective, and it is possible the application of reasonable judgment could develop different assumptions resulting in a range of alternative estimates using the same facts and circumstances.
e.l.f. Beauty and rhode’s historical financial statements were prepared in accordance with US GAAP. Based on an analysis of e.l.f. Beauty and rhode’s significant accounting policies, the Company has not identified any material differences in accounting policies that would have an impact on the unaudited pro forma condensed combined financial statements. As a result, the unaudited pro forma condensed combined financial statements do not assume any differences in accounting policies.
The pro forma adjustments presented in the unaudited pro forma condensed combined financial statements represent management’s estimates based on information available as of the date of this Current Report on Form 8-K and such estimates are subject to revision as further information is obtained. Accordingly, the pro forma adjustments for the Acquisition are preliminary and subject to further adjustment as additional information becomes available and the various analyses and other valuations are performed. Any adjustments may have a significant effect on total assets, total liabilities, total equity, operating expenses, and depreciation and amortization expenses.
The assumptions underlying the pro forma adjustments are described in the accompanying notes to this unaudited pro forma condensed combined financial information.
The unaudited pro forma condensed combined financial information may not be indicative of e.l.f. Beauty’s future performance and does not necessarily reflect what e.l.f. Beauty’s financial position and results of operations would have been had these transactions occurred at the beginning of the period presented.
Further, the unaudited pro forma condensed combined financial information does not purport to project the future operating results or financial position of e.l.f. Beauty. Additionally, the unaudited pro forma condensed combined financial information does not reflect any revenue enhancements, anticipated synergies, operating efficiencies, or cost savings that may be achieved related to the Acquisition, nor does it reflect any costs or expenditures that may be required to achieve any possible synergies.
e.l.f. Beauty will finalize the accounting for the acquisition as soon as practicable within the measurement period, but in no event later than one year from August 5, 2025, in accordance with ASC 805.
Note 2—rhode reclassification adjustments
During the preparation of this unaudited pro forma condensed combined financial information, management performed a preliminary analysis of rhode’s financial information to identify differences in financial statement presentation as compared to the financial statement presentation of e.l.f. Beauty. Certain reclassification adjustments have been made to conform rhode’s historical financial statement presentation to e.l.f. Beauty’s financial statement presentation. e.l.f. Beauty is currently in the process of conducting a more detailed review of reclassifications, which could be materially different from the amounts set forth in the unaudited pro forma condensed combined financial information presented herein.
A) Refer to the table below for a summary of reclassification adjustments made to rhode’s balance sheet as of June 30, 2025, in order to conform the presentation with that of e.l.f. Beauty:
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| Presentation in Historical Financial Statements | Presentation in Unaudited Pro Forma Condensed Combined Financials Statements | rhode Historical As of June 30, 2025 | Reclassification | Note | rhode Reclassed As of June 30, 2025 | |||||||||||||||||||||||||||
| Cash and cash equivalents | Cash and cash equivalents | $ | 25,570 | $ | — | $ | 25,570 | |||||||||||||||||||||||||
| Accounts receivable | Accounts receivable, net | 839 | — | 839 | ||||||||||||||||||||||||||||
| Inventory | Inventory, net | 39,557 | — | 39,557 | ||||||||||||||||||||||||||||
| Prepaid expenses | Prepaid expenses and other current assets | 3,967 | 95 | (a) | 4,062 | |||||||||||||||||||||||||||
| Property and equipment, net | Property and equipment, net | 808 | — | 808 | ||||||||||||||||||||||||||||
| Operating lease right-of-use assets | Other assets | 1,431 | (1,431) | (b) | — | |||||||||||||||||||||||||||
| Intangible assets, net | Intangible assets, net | 2,064 | (95) | (a) | 1,969 | |||||||||||||||||||||||||||
| Other assets | Other assets | 322 | 1,431 | (b) | 1,753 | |||||||||||||||||||||||||||
| Accounts payable | Accounts payable | 20,808 | — | 20,808 | ||||||||||||||||||||||||||||
| Accrued expenses | Accrued expenses and other current liabilities | 4,802 | 1,578 | (c), (d), (e) | 6,380 | |||||||||||||||||||||||||||
| Other current liabilities | Accrued expenses and other current liabilities | 500 | (500) | (c) | — | |||||||||||||||||||||||||||
| Deferred revenue | Accrued expenses and other current liabilities | 287 | (287) | (d) | — | |||||||||||||||||||||||||||
| Current portion of operating lease liabilities | Accrued expenses and other current liabilities | 791 | (791) | (e) | — | |||||||||||||||||||||||||||
| Operating lease liabilities, net of current portion | Long-term operating lease obligations | 826 | — | 826 | ||||||||||||||||||||||||||||
| Members' equity | Retained Earnings | 46,544 | — | 46,544 | ||||||||||||||||||||||||||||
| (a) | Reclassification of $0.1 million of internal use software | ||||
| (b) | Reclassification of $1.4 million of operating lease right-of-use assets to other assets | ||||
| (c) | Reclassification of $0.5 million of other current liabilities | ||||
| (d) | Reclassification of $0.3 million of deferred revenue | ||||
| (e) | Reclassification of $0.8 million of current portion of operating lease liabilities | ||||
B) Refer to the table below for a summary of reclassification adjustments made to rhode’s statement of operations for the three months ended June 30, 2025, to conform with that of e.l.f. Beauty:
| Presentation in Historical Financial Statements | Presentation in Unaudited Pro Forma Condensed Combined Financials Statements | rhode Historical Three Months June 30, 2025 | Reclassification | Note | rhode Reclassed Three Months June 30, 2025 | |||||||||||||||||||||||||||
| Sales, net | Net sales | $ | 40,248 | $ | — | $ | 40,248 | |||||||||||||||||||||||||
| Cost of goods sold | Cost of sales | 16,619 | (7,827) | (a) | 8,792 | |||||||||||||||||||||||||||
| Marketing | Selling, general and administrative expenses | 6,619 | (6,619) | (b) | — | |||||||||||||||||||||||||||
| General and administrative | Selling, general and administrative expenses | 8,027 | 14,576 | (a), (b), (c) | 22,603 | |||||||||||||||||||||||||||
| Interest income | Interest expense, net | 322 | 322 | |||||||||||||||||||||||||||||
| Other expenses | Other income, net | (274) | 130 | (c) | (144) | |||||||||||||||||||||||||||
| Provision for state income taxes | Income tax (provision) benefit | (284) | — | (284) | ||||||||||||||||||||||||||||
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| (a) | Reclassification of $7.8 million of selling expenses and warehouse and distribution expenses | ||||
| (b) | Reclassification of $6.6 million to selling, general and administrative expenses | ||||
| (c) | Reclassification of $0.1 million of depreciation and amortization | ||||
C) Refer to the table below for a summary of reclassification adjustments made to rhode’s statement of operations for the year ended March 31, 2025, to conform with that of e.l.f. Beauty:
| Presentation in Historical Financial Statements | Presentation in Unaudited Pro Forma Condensed Combined Financials Statements | rhode Historical Year Ended March 31, 2025 | Reclassification | Note | rhode Reclassed Year Ended March 31, 2025 | |||||||||||||||||||||||||||
| Sales, net | Net sales | $ | 212,209 | $ | — | $ | 212,209 | |||||||||||||||||||||||||
| Cost of goods sold | Cost of sales | 81,306 | (40,552) | (a) | 40,754 | |||||||||||||||||||||||||||
| Marketing | Selling, general and administrative expenses | 22,560 | (22,560) | (b) | — | |||||||||||||||||||||||||||
| General and administrative | Selling, general and administrative expenses | 37,124 | 63,244 | (a), (b), (c) | 100,368 | |||||||||||||||||||||||||||
| Interest income | Interest expense, net | 955 | 955 | |||||||||||||||||||||||||||||
| Other expenses | Other income, net | (83) | 132 | (c) | 49 | |||||||||||||||||||||||||||
| Provision for state income taxes | Income tax (provision) benefit | (109) | — | (109) | ||||||||||||||||||||||||||||
| (a) | Reclassification of $40.6 million of selling expenses and warehouse and distribution expenses | ||||
| (b) | Reclassification of $22.6 million to selling, general and administrative expenses | ||||
| (c) | Reclassification of $0.1 million of depreciation and amortization | ||||
Note 3—Preliminary purchase price allocation
The following preliminary purchase price allocation has been used to prepare pro forma adjustments in the unaudited pro forma condensed combined balance sheet.
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| Fair value of consideration given: | Amount (in thousands) | |||||||
| Cash consideration (1) | $ | 636,186 | ||||||
| Equity consideration (common stock issued) (2) | 300,278 | |||||||
| Valuation of potential earnout (3) | 7,100 | |||||||
| Total consideration | $ | 943,564 | ||||||
| Identifiable assets acquired and liabilities assumed: | ||||||||
| Cash | 25,570 | |||||||
| Accounts receivable, net | 839 | |||||||
| Inventory (4) | 39,715 | |||||||
| Prepaid expenses and other current assets | 4,062 | |||||||
| Property and equipment (5) | 1,774 | |||||||
| Intangible assets, net (6) | 380,900 | |||||||
| Goodwill | 519,521 | |||||||
| Other net assets | 1,471 | |||||||
| Accounts payable | (20,808) | |||||||
| Accrued expenses and other current liabilities | (6,380) | |||||||
| Contingent liability | (1,561) | |||||||
| Long-term operating lease obligations | (1,539) | |||||||
| Total identifiable assets acquired and liabilities assumed | $ | 943,564 | ||||||
| (1) | The cash consideration was funded utilizing a portion of proceeds borrowed under the Amended Credit Agreement of $650.0 million, offset by deferred financing costs of $9.2 million. See pro forma adjustment in Note 4(a) below for adjustments to the unaudited pro forma condensed combined balance sheet relating to cash and cash equivalents. The total cash consideration transferred is subject to customary closing adjustments. | ||||
| (2) | The fair market value of the $300.3 million common stock issued (equivalent to 2,582,371 shares of common stock) was determined on the basis of the opening market price of the Company’s stock of $116.28 per share on the Closing Date of the Acquisition. | ||||
| (3) | Represents the fair value of the three annual earnout targets. | ||||
| (4) | The unaudited pro forma condensed combined balance sheet has been adjusted to record rhode’s inventories at a preliminary fair value of approximately $39.7 million. The unaudited pro forma condensed combined statement of operations for the year ended March 31, 2025, has been adjusted to recognize the increase in cost of products sold related to the fair value adjustment. The increased costs are not anticipated to affect the condensed combined statement of operations beyond twelve months after the acquisition date. | ||||
| (5) | The unaudited pro forma condensed combined balance sheet has been adjusted to record rhode’s property and equipment at a preliminary fair value of approximately $1.8 million. Refer to Note 5(b) below for additional information on the incremental depreciation expense recorded in each period. | ||||
| (6) | Preliminary identifiable intangible assets in the unaudited pro forma condensed combined financial information consists of the following: | ||||
| Preliminary Fair Value | Estimated Useful Life | |||||||||||||
| (in thousands) | (in years) | |||||||||||||
| Preliminary fair value of intangible assets acquired: | ||||||||||||||
| Customer relationships | $ | 104,600 | 12 | |||||||||||
| Trademarks | 276,300 | 15 | ||||||||||||
| Total identified intangible assets acquired | $ | 380,900 | ||||||||||||
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A 5% change in the valuation of intangible assets would cause a corresponding increase or decrease in the amortization expense of approximately $0.3 million for the three months ended June 30, 2025, and $1.4 million for the year ended March 30, 2025. Pro forma amortization is preliminary and based on the use of straight-line amortization. The amount of amortization following the Acquisition may differ significantly between periods based upon the final value assigned and amortization methodology used for each identifiable intangible asset.
Note 4—Adjustments to the Unaudited Pro Forma Condensed Combined Balance Sheet
Adjustments included in the Transaction Accounting Adjustments column in the accompanying unaudited pro forma condensed combined balance sheet as of June 30, 2025, are as follows:
(a) Reflects adjustment to cash and cash equivalents:
| Amount | ||||||||
| (in thousands) | ||||||||
| Pro forma transaction accounting adjustments: | ||||||||
| Cash consideration paid to rhode | $ | (612,074) | ||||||
| Cash payment of rhode transaction expenses | (45) | |||||||
| Cash payment to escrow and sellers' representative expense fund | (6,000) | |||||||
| Net pro forma transaction accounting adjustments to cash and cash equivalents | $ | (618,119) | ||||||
Pro forma transaction accounting adjustments - financing (1): | ||||||||
| Cash from new debt financing, net of debt issuance costs | $ | 641,278 | ||||||
| Less debt issuance cost payable | (485) | |||||||
| Cash from new debt financing, net of debt issuance costs including payables | $ | 640,793 | ||||||
| (1) | Refer to Note 4(h) for additional Term Loan and Revolving Credit Facility details. | ||||
(b) Reflects the preliminary purchase accounting adjustment for inventories, net based on the acquisition method of accounting.
| Amount | ||||||||
| (in thousands) | ||||||||
| Pro forma transaction accounting adjustments: | ||||||||
| Elimination of rhode inventories, net | $ | (39,557) | ||||||
| Preliminary fair value of acquired inventories, net | 39,715 | |||||||
| Net pro forma transaction accounting adjustment to inventories, net | $ | 158 | ||||||
Represents the adjustment of acquired inventories, net to its preliminary estimated fair value. The step up in inventories, net to fair value will increase cost of products sold as the inventories are sold, which for purposes of these pro forma financial statements is assumed to occur within the first year after the Acquisition.
(c) Reflects the preliminary purchase accounting adjustment for property and equipment, net based on the acquisition method of accounting.
| Amount | ||||||||
| (in thousands) | ||||||||
| Pro forma transaction accounting adjustments: | ||||||||
| Elimination of rhode net book value of property and equipment | $ | (808) | ||||||
| Preliminary fair value of acquired property and equipment | 1,774 | |||||||
| Net pro forma transaction accounting adjustment to property and equipment | $ | 966 | ||||||
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Represents the adjustment of acquired property and equipment, net to its preliminary estimated fair value. The step up in property and equipment, net to fair value will increase depreciation.
(d) Reflects the preliminary purchase accounting adjustment for estimated intangibles based on the acquisition method of accounting. Refer to Note 3 above for additional information on the acquired intangible assets expected to be recognized.
| Amount | ||||||||
| (in thousands) | ||||||||
| Pro forma transaction accounting adjustments: | ||||||||
| Elimination of rhode net book value of intangibles | $ | (1,969) | ||||||
| Preliminary fair value of acquired intangibles | 380,900 | |||||||
| Net pro forma transaction accounting adjustment to intangibles | $ | 378,931 | ||||||
(e) Preliminary goodwill adjustment of $519.5 million which represents the excess of the estimated purchase price over the preliminary fair value of the underlying assets acquired and liabilities assumed.
(f) Reflects an adjustment to other assets for the Revolving Credit Facility issuance costs of $4.2 million, offset by the revalued right-of-use operating lease liabilities which decreased $0.3 million. Refer to Note 4(h) for additional details. No adjustments have been reflected in the unaudited pro forma condensed combined statements of income related to the lease adjustment as such impacts are immaterial.
(g) Represents the $18.1 million purchase accounting adjustment to current liabilities related to withholding amounts from the payments made under the Merger Agreement, in accordance with applicable laws. This also includes immaterial additional transaction costs to be incurred by e.l.f. Beauty subsequent to June 30, 2025. These costs are not expected to affect e.l.f. Beauty’s condensed combined statement of operations beyond twelve months after the Closing Date.
(h) Reflects the Revolving Credit Facility and Term Loan to fund a portion of the Acquisition. The adjustment to current and long-term debt is comprised of the following items:
| Long-term portion of | Less | |||||||||||||
| (in thousands) | financing liability | debt issuance costs | Total | |||||||||||
| Pro forma transaction accounting adjustments - Financing: | ||||||||||||||
| Term Loan (1) | $ | 600,000 | $ | (5,022) | $ | 594,978 | ||||||||
| Revolving Credit Facility (2) | 50,000 | (4,185) | 45,815 | |||||||||||
| Cash from new debt financing, net of debt issuance costs including payables | $ | 650,000 | $ | (9,207) | $ | 640,793 | ||||||||
| (1) | Term Loan issuance costs reduce the carrying amount of debt and are amortized prospectively. | ||||
| (2) | Revolving Credit Facility issuance costs are capitalized as debt issuance costs. | ||||
(i) Represents the purchase accounting adjustment to deferred tax liability based on the acquisition method.
(j) Reflects an adjustment to Lease liabilities for the non-current portion of operating lease liabilities of $0.7 million that were revalued. No adjustments have been reflected in the unaudited pro forma condensed combined statements of income related to the lease adjustment as such impacts are immaterial.
(k) Represents $1.6 million contingent liability reserve for non-resident withholding tax under ASC 450 and the $7.1 million fair value of the three annual earnout targets. In connection with the Acquisition, e.l.f. Beauty recorded a liability at fair value for the contingent consideration payable upon achievement of certain performance milestones by 2028, with a maximum payment of $200 million. If these performance milestones are not met, no payment will be made. The fair value of the liability was calculated using Monte Carlo simulation based on corresponding projected revenue. In accordance, the volatility and discount rate was adjusted to reflect the risk profile of recurring revenue.
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(l) Represents adjustments to common stock of e.l.f. Beauty, par value $0.01 per share (the “common stock”) and additional paid-in capital for the $300.3 million fair value, less the cost of $26 thousand for the 2,582,371 shares of common stock issued to the applicable rhode security holders (the “rhode sellers”).
(m) Reflects the adjustments to Stockholders’ equity:
| (in thousands) | Retained Earnings | |||||||
| Pro forma transaction accounting adjustments: | ||||||||
| Elimination of rhode’s historical equity | $ | (46,544) | ||||||
| Estimated transaction costs (i) | (25) | |||||||
| Net pro forma transaction accounting adjustments to equity | $ | (46,569) | ||||||
(i) These costs consist of accounting costs.
Note 5—Adjustments to the Unaudited Pro Forma Condensed Combined Statement of Operations
Adjustments included in the Transaction Accounting Adjustments column in the accompanying unaudited pro forma condensed combined statement of operations for the three months ended June 30, 2025, and fiscal year ended March 31, 2025, are as follows:
(a) Reflects the adjustment of $0.2 million to cost of products sold relating to the estimated fair value of inventories recognized through cost of products sold.
(b) Reflects the adjustments to operating expenses including the amortization of the estimated fair value of intangibles, the incremental depreciation expense from the fair value adjustment to property and equipment, and the estimated transaction costs expense.
| For the Three Months Ended | For the Year Ended | |||||||||||||
| (in thousands) | June 30, 2025 | March 31, 2025 | ||||||||||||
| Pro forma transaction accounting adjustments: | ||||||||||||||
| Amortization of intangible assets | $ | 6,784 | $ | 27,137 | ||||||||||
| Property and equipment depreciation step-up | 50 | 199 | ||||||||||||
| Expected transaction expenses (i) | — | 25 | ||||||||||||
| Net pro forma transaction accounting adjustment to operating expenses | $ | 6,834 | $ | 27,361 | ||||||||||
(i) Represents additional transaction costs to be incurred by e.l.f. Beauty, subsequent to June 30, 2025. These costs are not expected to affect e.l.f. Beauty's condensed combined statement of operations beyond twelve months after the acquisition date.
(c) Reflects the expense related to the financing and amortization of issuance costs related to the Acquisition:
| For the Three Months Ended | For the Year Ended | |||||||||||||
| (in thousands) | June 30, 2025 | March 31, 2025 | ||||||||||||
| Pro forma transaction accounting adjustments - financing: | ||||||||||||||
| Revolving Credit Facility | $ | (774) | $ | (3,097) | ||||||||||
| Term Loan | (9,214) | (36,854) | ||||||||||||
| Net pro forma transaction accounting adjustments—financing to interest expense | $ | (9,988) | $ | (39,951) | ||||||||||
The new interest expense on transaction financing adjustments included in the unaudited pro forma condensed combined statement of operations reflects the interest expense associated with new debt from the commitment parties. Interest was recognized for the Revolving Credit Facility and Term Loan using the effective interest method
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with the rate equal to SOFR plus 1.9% per annum. The costs incurred to secure the Revolving Credit Facility of $0.2 million and $0.8 million for the three months ended June 30, 2025, and fiscal year ended March 31, 2025, respectively, are amortized to operating expenses on a straight-line basis over the five-year term of the commitment.
A sensitivity analysis on interest expense has been performed to assess the effect of a 12.5 basis point change of hypothetical interest on debt financing. This change would cause a corresponding increase or decrease in the interest expense of approximately $0.2 million for the three months ending June 30, 2025, and $0.8 million for the year ended March 31, 2025.
(d) Represents the application of the estimated statutory income tax rate of 24.7% to both the rhode historical results and the Transaction Accounting Adjustments for both the three months ended June 30, 2025, and the twelve months ended March 31, 2025. rhode has historically been treated as a partnership for income tax purposes and was not subject to income taxes as a corporate entity. The statutory tax rate of the combined company could be significantly different (either higher or lower) depending on post-merger activities, including the geographical mix of income and changes in tax law. As the tax rates used for the unaudited pro forma condensed combined financial information are estimated, the blended statutory tax rate will likely vary from the actual effective tax rate in periods subsequent to the closing date. This determination is preliminary and subject to change based upon the final determination of the fair value of the acquired assets and liabilities assumed.
(e) Represents the 2,582,371 shares of common stock issued to the rhode sellers identified in the registration statement filed by e.l.f. Beauty on Form S-3 on August 8, 2025 (File No. 333-289448). e.l.f. Beauty registered the offer and sale of the shares of the common stock issued to the rhode sellers to satisfy registration rights it granted to them pursuant to the Merger Agreement.
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