e.l.f. Beauty, Inc.
ELF Consumer Defensive Q4 2025
Document 1
e.l.f. Beauty Announces Definitive Agreement to Acquire rhode in $1 Billion Deal
Fast-growing beauty brand founded by Hailey Bieber will further diversify e.l.f. Beauty’s portfolio of brands that disrupt norms, shape culture and connect communities
OAKLAND, California, May 28, 2025 — e.l.f. Beauty (NYSE: ELF) signed a definitive agreement to acquire rhode, a fast-growing, multi-category lifestyle beauty brand founded by Hailey Bieber known for its collection of high-performance, skin-focused products. This powerhouse alliance between e.l.f. Beauty and rhode is built on both brands' shared focus on disruption and product innovation, setting the stage for transformative global expansion.
The $1 billion deal is comprised of $800 million of consideration payable at closing in a combination of cash and stock, subject to customary adjustments, and an additional potential earnout consideration of $200 million based on the future growth of the brand over a three-year timeframe.
“e.l.f. Beauty found a like-minded disruptor in rhode,” said e.l.f. Chairman and CEO Tarang Amin. “rhode further diversifies our portfolio with a fast-growing brand that makes the best of prestige accessible. We are excited by rhode’s ability to break beauty barriers, fully aligning with e.l.f. Beauty’s vision to create a different kind of company. rhode is a beautiful brand that we believe is ready for rocketship growth.”
Bieber set out to create a brand centered around her skin care philosophy of “one of everything really good.” rhode’s multitasking and efficacious products, made with innovative ingredients for visible results, seek “to glaze your skin with goodness.”
rhode has quickly established itself as a disruptor in content, commerce and community, building a robust direct-to-consumer business. The brand has seen incredible growth, more than doubling its consumer base over the past year and driving a total of $212 million in net sales in the 12 months ended March 31, 2025. rhode’s products are currently available on rhodeskin.com, with plans to launch its first physical in-store partnership with retailer Sephora throughout North America and the U.K. before the end of the year.
Bieber will continue her role as Founder and additionally serve as rhode’s Chief Creative Officer and Head of Innovation, overseeing creative, product innovation and marketing. She will also act as a Strategic Advisor to the combined companies. A defining voice in beauty, Bieber stands out as a cultural tastemaker and top beauty influencer. Her influence, paired with the brand’s innovative marketing strategy and team, fueled rhode to be the No. 1 skin care brand in Earned Media Value in 2024, representing 367% year over year EMV growth.
“We can’t wait to bring rhode to more faces, places, and spaces. From day one, my vision for rhode has been to make essential skin care and hybrid makeup you can use every day,” said Bieber. “Just three years into this journey, our partnership with e.l.f. Beauty marks an incredible opportunity to elevate and accelerate our ability to reach more
of our community with even more innovative products and widen our distribution globally. As I continue as Founder and step into an expanded role of Chief Creative Officer and Head of Innovation, I look forward to leading the brand into this exciting new chapter of possibilities alongside my Co-Founders Michael D. Ratner and Lauren Ratner, who have helped bring my vision to life from the start.”
With the team since Bieber’s inception of rhode, Co-Founder Michael D. Ratner has guided rhode since its formation and has run the board as Co-Executive Chairman, while Co-Founder Lauren Ratner architected the brand and currently serves as President and Chief Brand Officer. The founders with CEO Nick Vlahos will continue to lead the brand out of its Los Angeles, California, office, nurturing its entrepreneurial spirit and maintaining the brand’s passionate team of employees.
e.l.f. Beauty has taken a disciplined approach in pursuing strategic extensions that leverage the company’s strengths and has continued to thoughtfully diversify its business. e.l.f. Cosmetics founded in 2004 to democratize access to the best of beauty for every eye, lip and face, is the No. 1 brand in units across U.S. cosmetics and No. 2 in dollar share1. Five years ago, the company launched e.l.f. SKIN as its own brand to accelerate its potential in skin care. The acquisition of Naturium in 2023 then doubled the company’s skin care presence. The agreement to acquire rhode marks further diversification of e.l.f. Beauty’s business into the prestige beauty channel and into newer retail partners, like Sephora, the world’s leading global prestige retailer.
Transaction Details
Under the terms of the definitive agreement, e.l.f. Beauty has agreed to acquire rhode for $800 million at closing, comprised of $600 million of cash and $200 million, or approximately 2.6 million shares, of newly issued shares of e.l.f. Beauty common stock issued to existing equity holders of rhode, subject to certain customary purchase price adjustments. The transaction also includes an additional potential earnout consideration of $200 million based on the future growth of the brand over a three-year post-closing period. The purchase price at closing represents approximately 3.8x LTM net sales of $212 million on March 31, 2025.
The cash consideration consists of fully committed debt financing of $600 million. A portion of the shares issued in the transaction to the founders and certain key employees are subject to lock-up agreements and will be released from the lock-up over a one-year period.
The definitive agreement has been approved by the e.l.f. Beauty Board of Directors. The transaction is subject to customary closing conditions, including regulatory approvals, and is expected to close in the second quarter of Fiscal 2026.
Advisors
Latham & Watkins LLP is serving as e.l.f. Beauty’s legal advisor. J.P. Morgan Securities LLC and Moelis & Company LLC are serving as financial advisors to rhode, and Skadden, Arps, Slate, Meagher & Flom LLP is serving as rhode’s legal advisor. Bieber’s legal advisors are Cravath, Swaine & Moore LLP.
1Nielsen xAOC latest 52 weeks ending March 22, 2025.
Fourth Quarter and Full Year Fiscal 2025 Earnings Webcast
The Company today issued a separate press release reporting its fourth quarter and full year Fiscal 2025 financial results. Management will hold a webcast today, May 28, 2025, at 4:30 p.m. Eastern Time to discuss the company’s financial results as well as today’s acquisition announcement. 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. We are a different kind of company that disrupts norms, shapes culture and connects communities, committed to positivity, inclusivity and accessibility. Our mission is clear: to make the best of beauty accessible to every eye, lip and face. Our 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 our superpowers. e.l.f. Beauty offers e.l.f. clean and vegan products, all double-certified by Leaping Bunny and PETA as cruelty free and we proudly stand as the first beauty company with Fair Trade Certified™ facilities. A kind heart is at the center of our ethos: We donate 2% of net profits to organizations that make positive impacts.
Learn more at elfbeauty.com
About rhode
rhode is a collection of curated skincare and hybrid makeup essentials with efficacious, intentional formulas that hydrate and nourish the skin barrier. Launched by Bieber in 2022, rhode was born from a need for high-performance, skincare essentials you can use every day. After years of working as a fashion model with the best makeup artists and skincare experts, Bieber noticed a gap in the industry and created a simplified product lineup that wasn’t based on trends, overly expensive ingredients, or a 15-minute routine. rhode’s formulas are developed with all skin types in mind, purposeful ingredients at efficacious levels, and backed by a team of skin care experts, from top cosmetics chemists, dermatologists and makeup artists, to leading voices in the skincare industry. Beyond its product, rhode brings the brand to life in new and immersive ways, creating a world of rhode through high-impact campaigns, innovative IRL activations and close community engagement.
Learn more at rhodeskin.com
Forward-looking Statements
This press release contains forward-looking statements within the meaning of the federal securities laws, including those statements regarding the performance of the combined business. 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 occurrence of any event, change or other circumstances that could give rise to the termination of the definitive agreement to acquire rhode; the possibility that various closing conditions for the acquisition may not be satisfied or waived; the possibility of a failure to obtain, delays in obtaining or adverse
conditions contained in regulatory or other required approvals; the failure of the acquisition to close for any other reason; the amount of fees and expenses related to the acquisition; the ability to achieve projected financial results; 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.
e.l.f. Beauty Investor Relations
KC Katten
e.l.f. Beauty Corporate Communications
Samantha Critchell
rhode
Lena Griffin, Derris
Document 992
Exhibit 99.2
e.l.f. Beauty Announces Fourth Quarter and Full Fiscal 2025 Results
Full year Fiscal 2025 net sales grew 28%, reflecting another year of industry-leading growth
Q4 marked 25th consecutive quarter of net sales growth and market share gains
Announced agreement to acquire rhode, a fast-growing beauty brand founded by Hailey Bieber
OAKLAND, California; May 28, 2025 — e.l.f. Beauty (NYSE: ELF) today announced results for the three and twelve months ended March 31, 2025.
“In this dynamic environment, we continue to deliver industry-leading results. In Fiscal 2025, we grew net sales 28%, gained 190 basis points of market share in the U.S. and continued our international expansion strategy,” said Tarang Amin, e.l.f. Beauty’s Chairman and Chief Executive Officer. “We believe we have the right strategy to drive continued category-leading sales and market share growth in the years to come, and believe the acquisition of rhode will further strengthen and diversify our portfolio of fast-growing disruptive brands.”
Fourth Quarter Fiscal 2025 Review
For the three months ended March 31, 2025, compared to the three months ended March 31, 2024:
•Net sales increased 4% to $332.6 million, primarily driven by strength across our retailer and e-commerce channels, as well as geographically across our U.S. and international markets.
•Gross margin increased approximately 50 basis points to 71%, primarily driven by favorable foreign exchange impacts on goods purchased from China and lower transportation costs.
•Selling, general and administrative (“SG&A”) expenses decreased $17.4 million to $192.7 million, or 58% of net sales. Adjusted SG&A (SG&A excluding the items identified in the reconciliation table below) was $173.3 million, or 52% of net sales. The decrease in SG&A dollars was primarily due to a decrease in marketing and digital spend.
•Net income was $28.3 million on a GAAP basis. Adjusted net income (net income excluding the items identified in the reconciliation table below) was $45.2 million.
•Diluted earnings per share were $0.49 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 $0.78.
•Adjusted EBITDA (EBITDA excluding the items identified in the reconciliation table below) was $81.4 million, or 24% of net sales, up 99% year over year.
Full Year Fiscal 2025 Review
For the twelve months ended March 31, 2025, compared to the twelve months ended March 31, 2024:
•Net sales increased 28% to $1,313.5 million, primarily driven by strength across our retailer and e-commerce channels, as well as geographically across our U.S. and international markets.
•Gross margin increased approximately 50 basis points to 71%, primarily driven by favorable foreign exchange impacts on goods purchased from China and cost savings, partially offset by mix.
•SG&A increased $203.2 million to $777.7 million, or 59% of net sales. Adjusted SG&A was $690.9 million, or 53% of net sales. The increase in SG&A dollars was primarily due to an increase in marketing and digital spend, compensation and
benefits, operations costs, retail fixturing and visual merchandising costs, professional fees and depreciation and amortization.
•Net income was $112.1 million on a GAAP basis. Adjusted net income was $197.6 million.
•Diluted earnings per share were $1.92 on a GAAP basis. Adjusted diluted earnings per share were $3.39.
•Adjusted EBITDA was $296.8 million, or 23% of net sales, up 26% year over year.
Liquidity
The Company ended fiscal 2025 with $148.7 million in cash and cash equivalents and $256.7 million of total debt outstanding, as compared to $108.2 million in cash and cash equivalents and $262.1 million of total debt outstanding at the end of fiscal 2024.
Fiscal 2026 Outlook
Due to the wide range of potential outcomes related to tariffs, the Company is not providing a Fiscal 2026 financial outlook at this time.
Entered Definitive Agreement to Acquire rhode
On May 28, 2025, the Company entered into a definitive agreement to acquire rhode, a fast-growing, multi-category lifestyle beauty brand founded by Hailey Bieber and known for its collection of high-performance, skin-focused products. The deal is comprised of $800.0 million at closing, subject to customary adjustments, in a combination of $600.0 million of cash and $200.0 million of stock, and potential earnout consideration of up to $200.0 million based on the future growth of the brand over a three-year timeframe. The transaction is subject to customary closing conditions, including regulatory approvals, and is expected to close in the second quarter of Fiscal 2026.
The company has provided additional details regarding this transaction in a separate press release, and management will discuss the transaction on today’s webcast.
Webcast Details
The Company will hold a webcast to discuss its fourth quarter and Fiscal 2025 results and acquisition announcement today, May 28, 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, acquisition related costs, 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 acquisition related costs.
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 acquisition related costs.
Forward-looking Statements
This press release contains forward-looking statements within the meaning of the federal securities laws, including those statements that we believe we have the right strategy to drive continued category-leading sales and market share growth in the years to come, and believe the acquisition of rhode will further strengthen and diversify our portfolio of fast-growing disruptive brands. 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 occurrence of any event, change or other circumstances that could give rise to the termination of the definitive agreement to acquire rhode; the possibility that various closing conditions for the acquisition may not be satisfied or waived; the possibility of a failure to obtain, delays in obtaining or adverse conditions contained in regulatory or other required approvals; the failure of the acquisition to close for any other reason; the amount of fees and expenses related to the acquisition; the ability to achieve projected financial results; 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 | VP, Corporate Communications | ||||||||||
e.l.f. Beauty, Inc. and subsidiaries
Condensed consolidated statements of operations
(unaudited)
(in thousands, except share and per share data)
| Three months ended March 31, | Twelve months ended March 31, | |||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| Net sales | $ | 332,645 | $ | 321,143 | $ | 1,313,517 | $ | 1,023,932 | ||||||||||||||||||
| Cost of sales | 95,606 | 93,941 | 377,831 | 299,836 | ||||||||||||||||||||||
| Gross profit | 237,039 | 227,202 | 935,686 | 724,096 | ||||||||||||||||||||||
| Selling, general and administrative expenses | 192,723 | 210,172 | 777,659 | 574,418 | ||||||||||||||||||||||
| Operating income | 44,316 | 17,030 | 158,027 | 149,678 | ||||||||||||||||||||||
| Other income (expense), net | 2,594 | (692) | 1,294 | 1,210 | ||||||||||||||||||||||
| Impairment of equity investment | — | (1,155) | — | (2,875) | ||||||||||||||||||||||
| Interest expense, net | (2,860) | (4,002) | (13,813) | (7,023) | ||||||||||||||||||||||
| Loss on extinguishment of debt | (13) | — | (13) | — | ||||||||||||||||||||||
| Income before income taxes | 44,037 | 11,181 | 145,495 | 140,990 | ||||||||||||||||||||||
| Income tax (provision) benefit | (15,784) | 3,346 | (33,406) | (13,327) | ||||||||||||||||||||||
| Net income | $ | 28,253 | $ | 14,527 | $ | 112,089 | $ | 127,663 | ||||||||||||||||||
| Net income per share: | ||||||||||||||||||||||||||
| Basic | $ | 0.50 | $ | 0.26 | $ | 1.99 | $ | 2.33 | ||||||||||||||||||
| Diluted | $ | 0.49 | $ | 0.25 | $ | 1.92 | $ | 2.21 | ||||||||||||||||||
| Weighted average shares outstanding: | ||||||||||||||||||||||||||
| Basic | 56,159,804 | 55,465,190 | 56,210,459 | 54,747,930 | ||||||||||||||||||||||
| Diluted | 57,980,746 | 58,487,557 | 58,345,174 | 57,788,454 | ||||||||||||||||||||||
e.l.f. Beauty, Inc. and subsidiaries
Condensed consolidated balance sheets
(unaudited)
(in thousands, except share and per share data)
| March 31, 2025 | March 31, 2024 | |||||||||||||
| Assets | ||||||||||||||
| Current assets: | ||||||||||||||
| Cash and cash equivalents | $ | 148,692 | $ | 108,183 | ||||||||||
| Accounts receivable, net | 126,010 | 123,797 | ||||||||||||
| Inventory, net | 187,170 | 191,489 | ||||||||||||
| Prepaid expenses and other current assets | 78,688 | 53,608 | ||||||||||||
| Total current assets | 540,560 | 477,077 | ||||||||||||
| Property and equipment, net | 28,787 | 13,974 | ||||||||||||
| Intangible assets, net | 207,698 | 225,094 | ||||||||||||
| Goodwill | 340,582 | 340,600 | ||||||||||||
| Other assets | 130,548 | 72,502 | ||||||||||||
| Total assets | $ | 1,248,175 | $ | 1,129,247 | ||||||||||
| Liabilities and stockholders' equity | ||||||||||||||
| Current liabilities: | ||||||||||||||
| Current portion of long-term debt | $ | — | $ | 100,307 | ||||||||||
| Accounts payable | 72,180 | 81,075 | ||||||||||||
| Accrued expenses and other current liabilities | 104,876 | 117,733 | ||||||||||||
| Total current liabilities | 177,056 | 299,115 | ||||||||||||
| Long-term debt | 256,676 | 161,819 | ||||||||||||
| Deferred tax liabilities | 3,812 | 3,666 | ||||||||||||
| Long-term operating lease obligations | 48,721 | 21,459 | ||||||||||||
| Other long-term liabilities | 1,055 | 616 | ||||||||||||
| Total liabilities | 487,320 | 486,675 | ||||||||||||
| Stockholders' equity: | ||||||||||||||
Common stock, par value of $0.01 per share; 250,000,000 shares authorized as of March 31, 2025 and March 31, 2024; 55,730,037 and 55,583,660 shares issued and outstanding as of March 31, 2025 and March 31, 2024, respectively | 556 | 555 | ||||||||||||
| Additional paid-in capital | 942,025 | 936,403 | ||||||||||||
| Accumulated other comprehensive income (loss) | 521 | (50) | ||||||||||||
| Accumulated deficit | (182,247) | (294,336) | ||||||||||||
| Total stockholders' equity | 760,855 | 642,572 | ||||||||||||
| Total liabilities and stockholders' equity | $ | 1,248,175 | $ | 1,129,247 | ||||||||||
e.l.f. Beauty, Inc. and subsidiaries
Condensed consolidated statements of cash flows
(unaudited)
(in thousands)
| Twelve months ended March 31, | ||||||||||||||
| 2025 | 2024 | |||||||||||||
| Cash flows from operating activities: | ||||||||||||||
| Net income | $ | 112,089 | $ | 127,663 | ||||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||||||||
| Depreciation and amortization | 44,115 | 30,167 | ||||||||||||
| Non-cash lease expense | 9,740 | 5,746 | ||||||||||||
| Stock-based compensation expense | 71,786 | 40,625 | ||||||||||||
| Amortization of debt issuance costs and discount on debt | 545 | 430 | ||||||||||||
| Deferred income taxes | 446 | (3,276) | ||||||||||||
| Impairment of equity investment | — | 2,875 | ||||||||||||
| Acquisition-related seller expenses | — | (10,549) | ||||||||||||
| Loss on extinguishment of debt | 13 | — | ||||||||||||
| Other, net | 136 | 1,227 | ||||||||||||
| Changes in operating assets and liabilities: | ||||||||||||||
| Accounts receivable | (2,742) | (49,598) | ||||||||||||
| Inventory | 4,874 | (93,930) | ||||||||||||
| Prepaid expenses and other assets | (75,854) | (55,182) | ||||||||||||
| Accounts payable and accrued expenses | (23,397) | 81,215 | ||||||||||||
| Other liabilities | (7,911) | (6,259) | ||||||||||||
| Net cash provided by operating activities | 133,840 | 71,154 | ||||||||||||
| Cash flows from investing activities: | ||||||||||||||
| Acquisition, net of cash acquired | — | (274,973) | ||||||||||||
| Purchase of property and equipment | (18,520) | (8,659) | ||||||||||||
| Investment contributions | (577) | (1,028) | ||||||||||||
| Net cash used in investing activities | (19,097) | (284,660) | ||||||||||||
| Cash flows from financing activities: | ||||||||||||||
| Proceeds from revolving line of credit | — | 89,500 | ||||||||||||
| Repayment of revolving line of credit | (89,500) | — | ||||||||||||
| Proceeds from long-term debt | 256,676 | 115,000 | ||||||||||||
| Repayment of long-term debt | (173,376) | (7,875) | ||||||||||||
| Debt issuance costs paid | (2,083) | (665) | ||||||||||||
| Repurchase of common stock | (67,062) | — | ||||||||||||
| Cash received from issuance of stock options | 953 | 5,561 | ||||||||||||
| Other, net | (57) | (576) | ||||||||||||
| Net cash (used in) provided by financing activities | (74,449) | 200,945 | ||||||||||||
| Effect of exchange rate changes on cash and cash equivalents | 215 | (34) | ||||||||||||
| Net increase (decrease) in cash and cash equivalents | 40,509 | (12,595) | ||||||||||||
| Cash and cash equivalents - beginning of period | 108,183 | 120,778 | ||||||||||||
| Cash and cash equivalents - end of period | $ | 148,692 | $ | 108,183 | ||||||||||
e.l.f. Beauty, Inc. and subsidiaries
Reconciliation of GAAP net income to non-GAAP adjusted EBITDA
(unaudited)
(in thousands)
| Three months ended March 31, | Twelve months ended March 31, | |||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| Net income | $ | 28,253 | $ | 14,527 | $ | 112,089 | $ | 127,663 | ||||||||||||||||||
| Interest expense, net | 2,860 | 4,002 | 13,813 | 7,023 | ||||||||||||||||||||||
| Income tax (benefit) provision | 15,784 | (3,346) | 33,406 | 13,327 | ||||||||||||||||||||||
| Depreciation and amortization | 13,216 | 9,722 | 44,115 | 30,167 | ||||||||||||||||||||||
| EBITDA | $ | 60,113 | $ | 24,905 | $ | 203,423 | $ | 178,180 | ||||||||||||||||||
| Stock-based compensation | 14,835 | 11,166 | 71,786 | 40,625 | ||||||||||||||||||||||
| Impairment of equity investment (a) | — | 1,155 | — | 2,875 | ||||||||||||||||||||||
| Other non-cash and non-recurring items (b) | 6,404 | 3,704 | 21,617 | 13,061 | ||||||||||||||||||||||
| Loss on extinguishment of debt (c) | 13 | — | 13 | — | ||||||||||||||||||||||
| Adjusted EBITDA | $ | 81,365 | $ | 40,930 | $ | 296,839 | $ | 234,741 | ||||||||||||||||||
(a) Represents an impairment of equity investment recorded during the three and twelve months ended March 31, 2024.
(b) Represents other non-cash or non-recurring items, which include amortization of internal-use software costs related to cloud applications, acquisition related costs, and cloud computing ERP implementation costs.
(c) Loss on extinguishment of debt includes the write-off of existing debt issuance costs and certain fees paid related to the amended credit agreement.
e.l.f. Beauty, Inc. and subsidiaries
Reconciliation of GAAP SG&A to non-GAAP adjusted SG&A
(unaudited)
(in thousands)
| Three months ended March 31, | Twelve months ended March 31, | |||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| Selling, general, and administrative expenses | $ | 192,723 | $ | 210,172 | $ | 777,659 | $ | 574,418 | ||||||||||||||||||
| Stock-based compensation | (14,827) | (11,145) | (71,732) | (40,609) | ||||||||||||||||||||||
Other non-recurring items (a) | (4,563) | (2,134) | (15,029) | (7,401) | ||||||||||||||||||||||
| Adjusted selling, general, and administrative expenses | $ | 173,333 | $ | 196,893 | $ | 690,898 | $ | 526,408 | ||||||||||||||||||
(a) Represents other non-recurring cloud computing ERP implementation costs and acquisition related costs.
e.l.f. Beauty, Inc. and subsidiaries
Reconciliation of GAAP net income to non-GAAP adjusted net income
(unaudited)
(in thousands, except share and per share data)
| Three months ended March 31, | Twelve months ended March 31, | |||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| Net income | $ | 28,253 | $ | 14,527 | $ | 112,089 | $ | 127,663 | ||||||||||||||||||
| Stock-based compensation | 14,835 | 11,166 | 71,786 | 40,625 | ||||||||||||||||||||||
Other non-recurring items (a) | 4,563 | 2,444 | 15,029 | 8,041 | ||||||||||||||||||||||
| Impairment of equity investment (b) | — | 1,155 | — | 2,875 | ||||||||||||||||||||||
| Loss on extinguishment of debt (c) | 13 | — | 13 | — | ||||||||||||||||||||||
| Amortization of acquired intangible assets (d) | 4,350 | 4,864 | 17,397 | 15,047 | ||||||||||||||||||||||
| Tax Impact (e) | (6,779) | (3,311) | (18,733) | (10,485) | ||||||||||||||||||||||
| Adjusted net income | $ | 45,235 | $ | 30,845 | $ | 197,581 | $ | 183,766 | ||||||||||||||||||
| Weighted average number of shares outstanding - diluted | 57,980,746 | 58,487,557 | 58,345,174 | 57,788,454 | ||||||||||||||||||||||
| Adjusted diluted earnings per share | $ | 0.78 | $ | 0.53 | $ | 3.39 | $ | 3.18 | ||||||||||||||||||
(a) Represents other non-recurring cloud computing ERP implementation costs and acquisition related costs.
(b) Represents an impairment of equity investment recorded during the three and twelve months ended March 31, 2024.
(c) Loss on extinguishment of debt includes the write-off of existing debt issuance costs and certain fees paid related to the amended credit agreement.
(d) Represents amortization expense of acquired intangible assets consisting of customer relationships and trademarks.
(e) Represents the tax impact of the above adjustments.