0001600033FALSE00016000332025-02-062025-02-06

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 6, 2025
e.l.f. Beauty, Inc.
(Exact name of registrant as specified in its charter)
Delaware001-3787346-4464131
(State or other jurisdiction
of incorporation)		(Commission
File Number)		(IRS Employer
Identification Number)

570 10th Street
Oakland, CA 94607
(Address of principal executive offices, including Zip Code)
Registrant’s telephone number, including area code: (510) 778-7787
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.01 per shareELFNew York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 2.02Results of Operations and Financial Condition.
On February 6, 2025, e.l.f. Beauty, Inc. (the “Company”) issued a press release announcing its financial results for the three and nine months ended December 31, 2024, a copy of which is attached hereto as Exhibit 99.1.
The information in this Item 2.02 of Current Report on Form 8-K and Exhibit 99.1 shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or the Securities and Exchange Commission’s rules and regulations, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as expressly set forth by specific reference in such a filing.

Item 9.01Exhibits.

(d)    Exhibits.
Exhibit
No.		Description
99.1
104Cover Page Interactive Data File (embedded within the Inline XBRL document).






SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
e.l.f. Beauty, Inc.
Date: February 6, 2025By:/s/ Mandy Fields
Mandy Fields
Chief Financial Officer





Exhibit 99.1

elfbeauty_2.jpg
e.l.f. Beauty Announces Third Quarter Fiscal 2025 Results
– Delivered 24th Consecutive Quarter of Net Sales Growth and Market Share Gains –

– Updates Fiscal 2025 Outlook –
OAKLAND, California; February 6, 2025 — e.l.f. Beauty (NYSE: ELF) today announced results for the three and nine months ended December 31, 2024.
“I’m proud of the e.l.f. Beauty team for delivering another quarter of consistent, category-leading growth. In Q3, we grew net sales 31% and gained 220 basis points of market share in the U.S.,” said Tarang Amin, e.l.f. Beauty’s Chairman and Chief Executive Officer. “We believe we are still in the early innings of unlocking the whitespace we see across digital, color cosmetics, skin care and international.”
Three Months Ended December 31, 2024 Results
For the three months ended December 31, 2024, compared to the three months ended December 31, 2023:
•Net sales increased 31% to $355.3 million, primarily driven by strength in both our retailer and e-commerce channels, in the U.S. and internationally.
•Gross margin increased approximately 40 basis points to 71%, primarily driven by favorable foreign exchange impacts on goods purchased from China, cost savings and inventory adjustments, partially offset by mix and higher transportation costs.
•Selling, general and administrative (“SG&A”) expenses increased $58.1 million to $218.2 million, or 61% of net sales. Adjusted SG&A (SG&A excluding the items identified in the reconciliation table below) increased $45.5 million to $192.9 million, or 54% of net sales. The increase in SG&A dollars was primarily due to an increase in marketing and digital spend, compensation and benefits, operations costs, general administrative expense, retail fixturing and visual merchandising costs, and depreciation and amortization.
•Other expense, net increased 306% to $5.3 million, primarily driven by an increase in foreign currency exchange loss attributable to foreign currency rate fluctuation between the British pound and US dollar.
•Net income was $17.3 million on a GAAP basis. Adjusted net income (net income excluding the items identified in the reconciliation table below) was $43.0 million.
•Diluted earnings per share were $0.30 on a GAAP basis. Adjusted diluted earnings per share (diluted earnings per share calculated with adjusted net income excluding the items identified in the reconciliation table below) were $0.74.
•Adjusted EBITDA (EBITDA excluding the items identified in the reconciliation table below) was $68.7 million, or 19% of net sales, up 16% year over year.
Nine Months Ended December 31, 2024 Results
For the nine months ended December 31, 2024, compared to the nine months ended December 31, 2023:
•Net sales increased 40% to $980.9 million, primarily driven by strength in both retailer and e-commerce channels, in the U.S. and internationally.
•Gross margin increased approximately 50 basis points to 71%, primarily driven by cost savings and favorable foreign exchange impacts on goods purchased from China, partially offset by inventory adjustments and mix.


•SG&A increased $220.7 million to $584.9 million, or 60% of net sales. Adjusted SG&A increased $188.1 million to $517.6 million, or 53% of net sales. The increase in SG&A dollars was primarily due to an increase in marketing and digital spend, compensation and benefits, operations costs, general administrative expense, retail fixturing and visual merchandising costs, and depreciation and amortization.
•Other expense, net increased 168% to $1.3 million, primarily driven by an increase in foreign currency exchange loss attributable to foreign currency rate fluctuation between the British pound and US dollar.
•Net income was $83.8 million on a GAAP basis. Adjusted net income was $152.3 million.
•Diluted earnings per share were $1.43 on a GAAP basis. Adjusted diluted earnings per share were $2.61.
•Adjusted EBITDA was $215.5 million, or 22% of net sales, up 11% year over year.
Liquidity
As of December 31, 2024, the Company had $73.8 million in cash and cash equivalents and $154.1 million of long-term debt, as compared to $72.7 million in cash and cash equivalents and $164.4 million of long-term debt as of December 31, 2023.
Updated Fiscal 2025 Outlook
“Given softer than expected trends in January, we are taking a prudent approach and lowering our outlook for the final quarter of our fiscal year. Our updated outlook for fiscal 2025 reflects an expected 27-28% year-over-year increase in net sales, as compared to an expected 28-30% increase previously,” said Mandy Fields, e.l.f. Beauty’s Chief Financial Officer.

Updated Fiscal 2025 OutlookPrevious Fiscal 2025 Outlook
Net sales
$1,300-1,310 million
$1,315-1,335 million
Adjusted EBITDA
$289-293 million
$304-308 million
Adjusted effective tax rate19-20%19-20%
Adjusted net income
$193-196 million
$205-208 million
Adjusted diluted earnings per share
$3.27-3.32
$3.47-3.53
Fiscal year ending diluted shares outstanding59 million59 million
Webcast Details
The Company will hold a webcast to discuss the results from its third quarter fiscal 2025 today, February 6, 2025, at 4:30 p.m. Eastern Time. The webcast will be broadcast live at https://investor.elfbeauty.com/stock-and-financial/events-and-presentations. For those unable to listen to the live broadcast, an archived version will be available at the same location.



About e.l.f. Beauty
e.l.f. Beauty (NYSE: ELF) is fueled by a belief that anything is e.l.f.ing possible. e.l.f. is a different kind of company that disrupts norms, shapes culture and connects communities, through positivity, inclusivity and accessibility. The mission is clear: to make the best of beauty accessible to every eye, lip and face. e.l.f. Beauty and its brands, e.l.f. Cosmetics, e.l.f. SKIN, Keys Soulcare, Well People and Naturium, are led by purpose, driven by results and elevated by superpowers. e.l.f. Beauty offers e.l.f. clean and vegan products, all double-certified by PETA and Leaping Bunny as cruelty free, and proudly stands as the first beauty company with Fair Trade Certified™ facilities. With a kind heart at the center of e.l.f.’s ethos, the company donates 2% of net profits to organizations that make positive impacts.
Learn more at https://www.elfbeauty.com/

Note Regarding non-GAAP Financial Measures

This press release includes references to non-GAAP measures, including adjusted EBITDA, adjusted SG&A, adjusted net income and adjusted diluted earnings per share. The Company presents these non-GAAP measures because its management uses them as supplemental measures in assessing its operating performance, and believes they are helpful to investors, securities analysts and other interested parties in evaluating the Company’s performance. The non-GAAP measures included in this press release are not measurements of financial performance under GAAP and they should not be considered as alternatives to or substitutes for measures of performance derived in accordance with GAAP. In addition, these non-GAAP measures should not be construed as an inference that the Company’s future results will be unaffected by unusual or non-recurring items. These non-GAAP measures have limitations as analytical tools, and you should not consider such measures either in isolation or as substitutes for analyzing the Company’s results as reported under GAAP. The Company’s definitions and calculations of these non-GAAP measures are not necessarily comparable to other similarly titled measures used by other companies due to different methods of calculation.
Adjusted EBITDA excludes expense or income related to stock-based compensation, impairment of equity investment, and other non-cash and non-recurring items. Such other non-cash or non-recurring items include amortization of internal-use software costs related to cloud applications, costs related to the acquisition of Naturium, and cloud computing ERP implementation costs.
Adjusted SG&A excludes expense related to stock-based compensation and other non-recurring items. Such other non-recurring items include other non-recurring cloud computing ERP implementation costs and costs related to the acquisition of Naturium.
Adjusted effective tax rate is the tax rate when excluding the pre-tax impact of expense or income related to stock-based compensation, other non-cash and non-recurring items, impairment of equity investment, amortization of acquired intangible assets, as well as the related tax impact for these items, calculated utilizing the statutory rate for where the impact was incurred.
Adjusted net income excludes expense related to stock-based compensation, other non-recurring items, impairment of equity investment, amortization of acquired intangible assets and the tax impact of the foregoing adjustments. Such other non-recurring items include other non-recurring cloud computing ERP implementation costs and costs related to the acquisition of Naturium.
With respect to the Company’s expectations under “Updated Fiscal 2025 Outlook” above, the Company is not able to provide a quantitative reconciliation of the adjusted EBITDA, adjusted net income and adjusted diluted earnings per share guidance non-GAAP measures to the corresponding net income and diluted earnings per share GAAP measures without unreasonable efforts. The Company cannot provide meaningful estimates of the non-recurring charges and credits excluded from these non-GAAP measures due to the forward-looking nature of these estimates and their inherent variability and uncertainty. For the same reasons, the Company is unable to address the probable significance of the unavailable information.



Forward-looking Statements

This press release contains forward-looking statements within the meaning of the federal securities laws, including those statements relating to the Company's outlook for fiscal 2025 under “Updated Fiscal 2025 Outlook” above and those statements that we believe we are still in the early innings of unlocking the whitespace we see across digital, color cosmetics, skin care and international. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, actual results and the timing of selected events may differ materially from those expectations. Factors that could cause actual results to differ materially from those in the forward looking statements include, among other things, the risks and uncertainties that are described in the Company's most recent Annual Report on Form 10-K, as updated from time to time in the Company's SEC filings, as well as the Company’s ability to effectively compete with other beauty companies; the Company’s ability to successfully introduce new products; the Company’s ability to attract new retail customers and/or expand business with its existing retail customers; the Company’s ability to optimize shelf space at its key retail customers; the loss of any of the Company’s key retail customers or if the general business performance of its key retail customers declines; and the Company’s ability to effectively manage its SG&A and other expenses. Potential investors are urged to consider these factors carefully in evaluating the forward-looking statements. These forward-looking statements speak only as of the date hereof. Except as required by law, the Company assumes no obligation to update or revise these forward-looking statements for any reason, even if new information becomes available in the future.

Investors:Media:
KC Katten
Sam Critchell
VP, Corporate Development & Investor Relations
kkatten@elfbeauty.com
VP, Corporate Communications
scritchell@elfbeauty.com


e.l.f. Beauty, Inc. and subsidiaries
Condensed consolidated statements of operations
(unaudited)
(in thousands, except share and per share data)
 
Three months ended December 31,Nine months ended December 31,
2024202320242023
Net sales$355,320 $270,943 $980,872 $702,789 
Cost of sales102,015 78,986 282,225 205,895 
Gross profit253,305 191,957 698,647 496,894 
Selling, general and administrative expenses218,220 160,121 584,936 364,246 
Operating income 35,085 31,836 113,711 132,648 
Other (expense) income, net
(5,278)2,565 (1,300)1,902 
Impairment of equity investment— — — (1,720)
Interest expense, net(3,527)(3,985)(10,953)(3,021)
Income before provision for income taxes26,280 30,416 101,458 129,809 
Income tax provision
(9,019)(3,528)(17,622)(16,673)
Net income $17,261 $26,888 $83,836 $113,136 
Net income per share:
Basic$0.31 $0.49 $1.49 $2.08 
Diluted$0.30 $0.46 $1.43 $1.97 
Weighted average shares outstanding:
Basic56,358,694 55,140,887 56,227,037 54,503,518 
Diluted58,353,219 58,030,115 58,463,343 57,550,094 





e.l.f. Beauty, Inc. and subsidiaries
Condensed consolidated balance sheets
(unaudited)
(in thousands, except share and per share data)
 
December 31, 2024March 31, 2024December 31, 2023
Assets
Current assets:
Cash and cash equivalents$73,845 $108,183 $72,705 
Accounts receivable, net187,744 123,797 121,061 
Inventory, net214,786 191,489 204,504 
Prepaid expenses and other current assets82,702 53,608 56,630 
Total current assets559,077 477,077 454,900 
Property and equipment, net19,878 13,974 12,805 
Intangible assets, net212,047 225,094 230,658 
Goodwill340,582 340,600 340,165 
Other assets133,250 72,502 69,756 
Total assets$1,264,834 $1,129,247 $1,108,284 
Liabilities and stockholders' equity
Current liabilities:
Current portion of long-term debt
$100,250 $100,307 $100,394 
Accounts payable65,293 81,075 72,917 
Accrued expenses and other current liabilities128,364 117,733 129,628 
Total current liabilities293,907 299,115 302,939 
Long-term debt
154,061 161,819 164,403 
Deferred tax liabilities493 3,666 4,281 
Long-term operating lease obligations48,116 21,459 21,720 
Other long-term liabilities870 616 717 
Total liabilities497,447 486,675 494,060 
Stockholders' equity:
Common stock, par value of $0.01 per share; 250,000,000 shares authorized as of December 31, 2024, March 31, 2024 and December 31, 2023; 56,398,608, 55,583,660 and 55,412,234 shares issued and outstanding as of December 31, 2024, March 31, 2024 and December 31, 2023, respectively
563 555 553 
Additional paid-in capital977,141 936,403 922,592 
Accumulated other comprehensive income (loss)183 (50)(58)
Accumulated deficit(210,500)(294,336)(308,863)
Total stockholders' equity767,387 642,572 614,224 
Total liabilities and stockholders' equity$1,264,834 $1,129,247 $1,108,284 







e.l.f. Beauty, Inc. and subsidiaries
Condensed consolidated statements of cash flows
(unaudited)
(in thousands) 
Nine months ended December 31,
20242023
Cash flows from operating activities:
Net income $83,836 $113,136 
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
Depreciation and amortization
30,899 20,445 
Non-cash lease expense7,010 3,802 
Stock-based compensation expense56,951 29,459 
Amortization of debt issuance costs and discount on debt413 290 
Deferred income taxes(4,153)(1,684)
Impairment of equity investment— 1,720 
Acquisition-related seller expenses— (10,549)
Other, net844 27 
Changes in operating assets and liabilities:
Accounts receivable(65,067)(45,878)
Inventory(23,652)(106,898)
Prepaid expenses and other assets(77,534)(50,696)
Accounts payable and accrued expenses(5,691)84,733 
Other liabilities(6,116)(3,768)
Net cash (used in) provided by operating activities
(2,260)34,139 
Cash flows from investing activities: 
Acquisition, net of cash acquired— (274,973)
Purchase of property and equipment(7,461)(5,984)
Other, net(278)— 
Net cash used in investing activities(7,739)(280,957)
Cash flows from financing activities: 
Proceeds from revolving line of credit— 89,500 
Proceeds from long-term debt— 115,000 
Repayment of long-term debt(8,062)(5,188)
Debt issuance costs paid— (665)
Repurchase of common stock(17,076)— 
Proceeds from exercise of stock options
917 2,893 
Other, net(57)(489)
Net cash (used in) provided by financing activities(24,278)201,051 
Effect of exchange rate changes on cash, cash equivalents and restricted cash(61)(56)
Net decrease in cash, cash equivalents and restricted cash(34,338)(45,823)
Cash, cash equivalents and restricted cash - beginning of period108,183 120,778 
Cash, cash equivalents and restricted cash - end of period$73,845 $74,955 

Balance sheet classificationDecember 31, 2024December 31, 2023
Cash and cash equivalents$73,845 $72,705 
Restricted cash (included in Prepaid expenses and other current assets)— 2,250 
Total cash, cash equivalents and restricted cash$73,845 $74,955 


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

Three months ended December 31,Nine months ended December 31,
2024202320242023
Net income $17,261 $26,888 $83,836 $113,136 
Interest expense, net3,527 3,985 10,953 3,021 
Income tax provision9,019 3,528 17,622 16,673 
Depreciation and amortization11,599 10,272 30,899 20,445 
EBITDA$41,406 $44,673 $143,310 $153,275 
Stock-based compensation22,339 11,042 56,951 29,459 
Impairment of equity investment (a)— — — 1,720 
Other non-cash and non-recurring items (b)4,966 3,378 15,213 9,357 
Adjusted EBITDA$68,711 $59,093 $215,474 $193,811 

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



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

Three months ended December 31,Nine months ended December 31,
2024202320242023
Selling, general and administrative expenses$218,220 $160,121 $584,936 $364,246 
Stock-based compensation(22,303)(11,051)(56,905)(29,464)
Other non-recurring items (a)(3,036)(1,726)(10,466)(5,267)
Adjusted selling, general and administrative expenses$192,881 $147,344 $517,565 $329,515 
 
(a) Represents other non-recurring cloud computing ERP implementation costs and costs related to the acquisition of
Naturium.


e.l.f. Beauty, Inc. and subsidiaries
Reconciliation of GAAP net income to non-GAAP adjusted net income
(unaudited)
(in thousands, except share and per share data)
 
Three months ended December 31,Nine months ended December 31,
2024202320242023
Net income $17,261 $26,888 $83,836 $113,136 
Stock-based compensation22,339 11,042 56,951 29,459 
Other non-recurring items (a)3,036 2,056 10,466 5,597 
Impairment of equity investment (b)— — — 1,720 
Amortization of acquired intangible assets (c)4,349 6,128 13,047 10,183 
Tax Impact (d)(3,952)(3,219)(11,954)(7,174)
Adjusted net income$43,033 $42,895 $152,346 $152,921 
Weighted average number of shares outstanding – diluted58,353,219 58,030,115 58,463,343 57,550,094 
Adjusted diluted earnings per share$0.74 $0.74 $2.61 $2.66 

(a) Represents other non-recurring cloud computing ERP implementation costs and costs related to the acquisition of
Naturium.
(b) Represents an impairment of equity investment recorded during the nine months ended December 31, 2023.
(c) Represents amortization expense of acquired intangible assets consisting of customer relationships and trademarks.
(d) Represents the tax impact of the above adjustments.

v3.25.0.1
Cover Page
Feb. 06, 2025
Cover [Abstract]  
Document Type 8-K
Document Period End Date Feb. 06, 2025
Entity Registrant Name e.l.f. Beauty, Inc.
Entity Incorporation, State or Country Code DE
Entity File Number 001-37873
Entity Tax Identification Number 46-4464131
Entity Address, Address Line One 570 10th Street
Entity Address, City or Town Oakland
Entity Address, State or Province CA
Entity Address, Postal Zip Code 94607
City Area Code 510
Local Phone Number 778-7787
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, par value $0.01 per share
Trading Symbol ELF
Security Exchange Name NYSE
Entity Emerging Growth Company false
Entity Central Index Key 0001600033
Amendment Flag false
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