0001600033-18-000027.txt : 20180509 0001600033-18-000027.hdr.sgml : 20180509 20180509161109 ACCESSION NUMBER: 0001600033-18-000027 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20180509 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20180509 DATE AS OF CHANGE: 20180509 FILER: COMPANY DATA: COMPANY CONFORMED NAME: e.l.f. Beauty, Inc. CENTRAL INDEX KEY: 0001600033 STANDARD INDUSTRIAL CLASSIFICATION: PERFUMES, COSMETICS & OTHER TOILET PREPARATIONS [2844] IRS NUMBER: 464464131 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-37873 FILM NUMBER: 18818367 BUSINESS ADDRESS: STREET 1: 570 10TH STREET CITY: OAKLAND STATE: CA ZIP: 94607 BUSINESS PHONE: (510) 778-7787 MAIL ADDRESS: STREET 1: 570 10TH STREET CITY: OAKLAND STATE: CA ZIP: 94607 FORMER COMPANY: FORMER CONFORMED NAME: J.A. Cosmetics Holdings, Inc. DATE OF NAME CHANGE: 20140212 8-K 1 q12018form8-k.htm FORM 8-K Document




UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 8-K


CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 9, 2018


e.l.f. Beauty, Inc.
(Exact name of registrant as specified in its charter)



Delaware
 
001-37873
 
46-4464131
(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))
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 x
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. x






Item 2.02 Results of Operations and Financial Condition.
On May 9, 2018, e.l.f. Beauty, Inc. issued a press release announcing its financial results for the first quarter ended March 31, 2018, 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 9.01 Financial Statements and Exhibits.
(d)    Exhibits.
Exhibit
No.
 
Description
 
 
 
99.1
 








SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
 
 
 
e.l.f. Beauty, Inc.
 
 
 
 
Date: May 9, 2018
 
 
 
By:
 
/s/ John P. Bailey
 
 
 
 
 
 
John P. Bailey
 
 
 
 
 
 
President and Chief Financial Officer





EX-99.1 2 q12018earningsrelease.htm EXHIBIT 99.1 Exhibit


Exhibit 99.1

elflogo.jpg
e.l.f. Beauty Announces First Quarter 2018 Results
– Delivers 9% net sales growth over Q1 2017

OAKLAND, California; May 9, 2018 — e.l.f. Beauty (NYSE: ELF) today announced results for the three-month period ended March 31, 2018.
“We are pleased with our start to 2018 with a 9% increase in net sales,” stated Tarang Amin, Chairman and Chief Executive Officer. "Highlights for the quarter included our full-chain rollout at Ulta Beauty, our most successful Beautyscape influencer program and product collaborations to date, and expanding our operations advantage to our first U.S. manufacturing partner.”
Three months ended March 31, 2018 results
Net sales increased 9%, or $5.3 million from the first quarter of 2017, to $65.9 million, primarily driven by growth in leading national retailers largely attributable to the benefit of shelf space acquired in 2017 and the addition of store locations at Ulta Beauty. Gross margin decreased from 63% to 61% in the first quarter of 2018, primarily as a result of unfavorable movements in foreign exchange rates, customer mix and freight, partially offset by margin accretive innovation.
Selling, general and administrative expenses (“SG&A”) were $36.2 million, or 55% of net sales, compared to $33.0 million, or 54% of net sales in the first quarter of 2017. SG&A includes $4.6 million of costs and expenses that are non-cash or that management does not believe are reflective of the Company’s ongoing operations. Adjusted SG&A, excluding these costs and expenses, was $31.7 million, or 48% of net sales, compared to $29.4 million, or 49% of net sales in the same period in fiscal 2017.
The provision for income taxes was $0.4 million during the three months ended March 31, 2018 and included discrete tax expense of $0.2 million related to stock option exercises and vesting of restricted stock. This is as compared to a provision for income taxes of $0.1 million during the three months ended March 31, 2017, which included a benefit from stock option exercises of $0.8 million. The increase in income tax expense was partially offset by a reduction in our U.S. federal statutory rate from 35% to 21% as a result of the tax reform laws effective as of the beginning of 2018.
On a GAAP basis, net income was $0.7 million, or $0.01 per diluted share, based on a weighted-average share count of 49.3 million shares. This compares to net income of $2.2 million, or $0.04 per diluted share, based on a weighted-average share count of 49.5 million shares in the first quarter of 2017.
Adjusted EBITDA (EBITDA excluding the items identified in the reconciliation table below) increased 3% to $11.9 million compared to adjusted EBITDA of $11.7 million in the first quarter of 2017.
Adjusted net income (net income excluding the items identified in the reconciliation table below) was unchanged in the first quarter of 2018, at $5.5 million, or $0.11 per diluted share, based on a weighted-average diluted share count of 49.3 million. This is as compared to a weighted-average diluted share count 49.5 million in the same quarter of 2017. Beginning in the first quarter of 2018, the Company excluded the impact of amortization of acquired intangible assets, net of the related tax effect, from both current and prior period adjusted net income.





Balance sheet
At March 31, 2018, the Company had $10.5 million in cash, as compared to $10.1 million as of December 31, 2017. Inventory at March 31, 2018 totaled $61.7 million, compared to $62.7 million on December 31, 2017 and $76.9 million on March 31, 2017. At March 31, 2018, long-term debt totaled $145.7 million, as compared to $147.7 million as of December 31, 2017.
Company outlook
The Company reaffirmed its outlook for 2018:
 
 
 
Fiscal
2018 Outlook (Approx.)
 
 
Fiscal
2017 Actual
 
% Change
Net sales
 
$
286-291 million
 
$
270 million
 
6-8%
Adjusted EBITDA
 
$
65-66.5 million
 
$
62 million
 
6-8%
Adjusted net income
 
$
30-31 million
 
$
32 million
(a)
(1)-(4)%
Adjusted diluted EPS
 
$
0.59-0.61
 
$
0.64
(a)
(5)-(8)%
Fully diluted shares outstanding
 
 
51.4 million
 
 
49.4 million
 

(a) The Company's 2018 adjusted net income and adjusted diluted EPS guidance excludes amortization of acquired intangible assets. The Company began excluding these items from its adjusted net income and adjusted diluted EPS metrics beginning with the first quarter of fiscal 2018. Fiscal 2017 adjusted net income includes $4.4 million in amortization of acquired intangible assets (net of the related tax effect).
First quarter 2018 conference call
The Company will hold a conference call today, May 9, 2018, at 4:30 p.m. ET to discuss the Company’s first quarter 2018 results. Investors and analysts interested in participating in the call are invited to dial approximately ten minutes prior to the start of the call. The U.S. toll free dial-in for the conference call is (877) 407-3982 and the international dial-in number is (201) 493-6780. The conference call will also be webcast live at: http://investor.elfcosmetics.com/ and remain available for 90 days. A telephone replay of this call will be available at 7:30 p.m. ET on May 9, 2018, until 11:59 p.m. ET on May 16, 2018, and can be accessed by dialing the U.S. toll free dial-in, (844) 512-2921 or the international dial-in, (412) 317-6671, and entering replay pin number 13679040.
About e.l.f. Beauty
e.l.f. makes luxurious beauty accessible for all. Established in 2004 as an e-commerce business (www.elfcosmetics.com), e.l.f. has become a true multi-channel brand through its e.l.f. stores and national distribution at Target, Walmart, Ulta Beauty and other leading retailers. By engaging young, diverse beauty enthusiasts with high-quality, prestige-inspired cosmetic and skin care products at extraordinary value, e.l.f. has become one of the fastest growing beauty companies in the United States.
For more information about e.l.f. Beauty, visit the Company’s website at http://www.elfcosmetics.com.
Note regarding non-GAAP financial measures
This press release includes references to non-GAAP measures, including adjusted SG&A, EBITDA, adjusted EBITDA, adjusted net income and adjusted diluted EPS. The Company presents these non-GAAP measures because its management uses them as supplemental measures in assessing its operating performance, and believes they are helpful to investors, securities analysts and other interested parties in evaluating the Company’s performance. The non-GAAP measures included in this press release are not measurements of financial performance under GAAP and they should not be considered as alternatives to measures of performance derived in accordance with GAAP. In addition, these non-GAAP measures should not be construed as an inference that the Company’s future results will be unaffected by unusual or non-recurring items. These non-GAAP measures have limitations as analytical tools, and you should not consider such measures either in isolation or as substitutes for analyzing the Company’s results as reported under GAAP. The Company’s definitions and calculations of these non-GAAP measures are not necessarily comparable to other similarly titled measures used by other companies due to different methods of calculation. Adjusted EBITDA excludes costs related to “restructuring” of operations, stock-based compensation, retail store pre-opening costs and other non-cash and non-recurring costs. Adjusted net income excludes costs related to “restructuring” of operations, stock-based compensation, retail store pre-opening costs, other non-cash and non-recurring costs, amortization of acquired intangible assets and the tax impact of the foregoing adjustments. With respect to the Company’s expectations under “Company Outlook” above, the Company is not able to provide a quantitative





reconciliation of the adjusted EBITDA, adjusted net income, and adjusted diluted EPS guidance non-GAAP measures to the corresponding net income and diluted EPS 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 2018 under “Company Outlook” above. These forward-looking statements are based on management's current expectations, estimates, forecasts, projections, beliefs and assumptions and are not guarantees of future performance. 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, including the Company's most recent Quarterly Report on Form 10-Q, as well as the Company’s ability to grow net sales and adjusted EBITDA as anticipated; 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 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 company 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, Inc. and subsidiaries
Condensed consolidated statements of operations and comprehensive income
(unaudited)
(in thousands, except share and per share data)
 
 
 
Three months ended March 31,
 
 
2018
 
2017
 
 
 
 
 
Net sales
 
$
65,920

 
$
60,574

Cost of sales
 
25,712

 
22,346

Gross profit
 
40,208

 
38,228

Selling, general and administrative expenses
 
36,234

 
33,005

Operating income
 
3,974

 
5,223

Other expense, net
 
(888
)
 
(799
)
Interest expense, net
 
(1,963
)
 
(2,156
)
Income before provision for income taxes
 
1,123

 
2,268

Income tax provision
 
(433
)
 
(108
)
Net income
 
$
690

 
$
2,160

Comprehensive income
 
$
690

 
$
2,160

Net income per share:
 
 
 
 
Basic
 
$
0.01

 
$
0.05

Diluted
 
$
0.01

 
$
0.04

Weighted average shares outstanding:
 
 
 
 
Basic
 
46,435,560

 
44,099,338

Diluted
 
49,302,771

 
49,477,874









e.l.f. Beauty, Inc. and subsidiaries
Condensed consolidated balance sheets
(unaudited)
(in thousands, except share and per share data)
 
 
 
March 31, 2018
 
December 31, 2017
 
March 31, 2017
Assets
 
 
 
 
 
 
Current assets:
 
 
 
 
 
 
Cash
 
$
10,474

 
$
10,059

 
$
5,376

Accounts receivable, net
 
31,779

 
44,634

 
29,135

Inventories
 
61,728

 
62,679

 
76,904

Prepaid expenses and other current assets
 
6,639

 
6,272

 
4,084

Total current assets
 
110,620

 
123,644

 
115,499

Property and equipment, net
 
18,694

 
18,037

 
16,277

Intangible assets, net
 
104,129

 
105,882

 
111,144

Goodwill
 
157,264

 
157,264

 
157,264

Investments
 
2,875

 
2,875

 

Other assets
 
10,109

 
9,542

 
1,187

Total assets
 
$
403,691

 
$
417,244

 
$
401,371

 
 
 
 
 
 
 
Liabilities and stockholders' equity
 
 
 
 
 
 
Current liabilities:
 
 
 
 
 
 
Current portion of long-term debt and capital lease obligations
 
$
8,652

 
$
8,646

 
$
23,656

Accounts payable
 
17,054

 
26,776

 
19,861

Accrued expenses and other current liabilities
 
8,888

 
15,939

 
16,423

Total current liabilities
 
34,594

 
51,361

 
59,940

Long-term debt and capital lease obligations
 
145,708

 
147,702

 
154,186

Deferred tax liabilities
 
22,058

 
21,341

 
34,384

Other long-term liabilities
 
2,981

 
2,977

 
3,213

Total liabilities
 
205,341

 
223,381

 
251,723

 
 
 
 
 
 
 
Commitments and contingencies
 
 
 
 
 
 
 
 
 
 
 
 
 
Stockholders' equity:
 
 
 
 
 
 
Common stock, par value of $0.01 per share; 250,000,000 shares authorized as of March 31, 2018, December 31, 2017 and March 31, 2017; 47,425,139, 46,617,830 and 45,655,937 shares issued and outstanding as of March 31, 2018, December 31, 2017 and March 31, 2017, respectively
 
465

 
463

 
454

Additional paid-in capital
 
724,221

 
720,372

 
707,480

Accumulated deficit
 
(526,336
)
 
(526,972
)
 
(558,286
)
Total stockholders' equity
 
198,350

 
193,863

 
$
149,648

Total liabilities and stockholders' equity
 
$
403,691

 
$
417,244

 
$
401,371








e.l.f. Beauty, Inc. and subsidiaries
Condensed consolidated statements of cash flows
(unaudited)
(in thousands)
 
 
 
Three months ended March 31,
 
 
2018
 
2017
Cash flows from operating activities:
 
 
 
 
Net income
 
$
690

 
$
2,160

Adjustments to reconcile net income to net cash provided by
operating activities:
 
 
 
 
Depreciation and amortization
 
4,288

 
3,659

Stock-based compensation expense
 
3,640

 
2,404

Amortization of debt issuance costs and discount on debt
 
199

 
202

Deferred income taxes
 
735

 
(35
)
Other, net
 
142

 
330

Changes in operating assets and liabilities:
 
 
 
 
Accounts receivable
 
12,771

 
8,480

Inventories
 
951

 
(7,496
)
Prepaid expenses and other assets
 
(1,498
)
 
(304
)
Accounts payable and accrued expenses
 
(16,891
)
 
(31,449
)
Other liabilities
 
3

 
6

Net cash provided by (used in) operating activities
 
5,030

 
(22,043
)
 
 
 
 
 
Cash flows from investing activities:
 
 
 
 

Purchase of property and equipment
 
(2,667
)
 
(676
)
Net cash used in investing activities
 
(2,667
)
 
(676
)
 
 
 
 
 
Cash flows from financing activities:
 
 
 
 

Proceeds from revolving line of credit
 
2,000

 
15,000

Repayment of revolving line of credit
 
(2,000
)
 

Repayment of long term debt
 
(2,063
)
 
(2,063
)
Cash received from issuance of common stock
 
212

 
146

Deferred offering costs paid
 

 
(193
)
Other, net
 
(97
)
 
(90
)
Net cash provided by (used in) financing activities
 
(1,948
)
 
12,800

 
 
 
 
 
Net increase (decrease) in cash
 
415

 
(9,919
)
Cash - beginning of period
 
10,059

 
15,295

Cash - end of period
 
$
10,474

 
$
5,376








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,
 
 
2018
 
2017
Net income
 
$
690

 
$
2,160

Interest expense, net
 
1,963

 
2,156

Income tax provision
 
433

 
108

Depreciation and amortization
 
4,288

 
3,659

EBITDA
 
$
7,374

 
$
8,083

Costs related to "restructuring" of operations (a)
 

 
6

Stock-based compensation
 
3,640

 
2,404

Pre-opening costs (b)
 
35

 
42

Other non-cash and non-recurring costs (c)
 
894

 
1,116

Adjusted EBITDA
 
$
11,943

 
$
11,651

 
(a) Represents costs associated with the restructuring of the Company’s operations, including the transition of the Company’s New Jersey warehouse and distribution center in 2016.
(b) Represents costs associated with e.l.f. stores incurred prior to the store opening, including legal-related costs, rent and occupancy expenses, marketing and other store operating supply expenses.
(c) Represents various non-cash or non-recurring costs including costs related to secondary offering of common stock, costs related to certain transformational information technology projects, and third-party costs related to M&A due diligence.







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,
 
 
2018
 
2017
Selling, general, and administrative expenses
 
$
36,234

 
$
33,005

Costs related to "restructuring" of operations (a)
 

 
(6
)
Stock-based compensation
 
(3,640
)
 
(2,404
)
Pre-opening costs (b)
 
(35
)
 
(42
)
Other non-cash and non-recurring costs (c)
 
(894
)
 
(1,116
)
Adjusted selling, general, and administrative expenses
 
$
31,665

 
$
29,437

 
(a) Represents costs associated with the restructuring of the Company’s operations, including the transition of the Company’s New Jersey warehouse and distribution center in 2016.
(b) Represents costs associated with e.l.f. stores incurred prior to the store opening, including legal-related costs, rent and occupancy expenses, marketing and other store operating supply expenses.
(c) Represents various non-cash or non-recurring costs including costs related to secondary offering of common stock, costs related to certain transformational information technology projects, and third-party costs related to M&A due diligence.








e.l.f. Beauty, Inc. and subsidiaries
Reconciliation of GAAP net income to non-GAAP adjusted net income
(unaudited)
(in thousands, except share and per share data)
 
 
 
Three months ended March 31,
 
 
2018
 
2017
Net income
 
$
690

 
$
2,160

Costs related to "restructuring" of operations (a)
 

 
6

Stock-based compensation
 
3,640

 
2,404

Pre-opening costs (b)
 
35

 
42

Other non-cash and non-recurring costs (c)
 
894

 
1,116

Amortization of acquired intangible assets (d)
 
1,754

 
1,859

Tax Impact (e)
 
(1,562
)
 
(2,093
)
Adjusted net income (f)
 
$
5,451

 
$
5,494

 
 
 
 
 
Weighted average number of shares outstanding - diluted
 
49,302,771

 
49,477,874

Adjusted diluted earnings per share
 
$
0.11

 
$
0.11

 
(a) Represents costs associated with the restructuring of the Company’s operations, including the transition of the Company’s New Jersey warehouse and distribution center in 2016.
(b) Represents costs associated with e.l.f. stores incurred prior to the store opening, including legal-related costs, rent and occupancy expenses, marketing and other store operating supply expenses.
(c) Represents various non-cash or non-recurring costs including costs related to a secondary offering of common stock, costs related to certain transformational information technology projects, and third-party costs related to M&A due diligence.
(d) Represents amortization expense of acquired intangible assets consisting of customer relationships and favorable leases.
(e) Represents the tax impact of the above adjustments.
(f) Adjusted net income for the three months ended March 31, 2017, as previously reported, was $4.4 million. The difference of approximately $1.1 million relates to amortization of acquired intangible assets, net of tax. The Company's 2018 adjusted net income and adjusted diluted EPS guidance excludes amortization of acquired intangible assets. As such, prior year results have been adjusted to reflect a similar basis of presentation.
 



Investor Relations Contact:

Investors:
Allison Malkin, ICR, Inc.
(203) 682-8200

Media:
Brittany Rae Fraser, ICR, Inc.
(646) 277-1231





GRAPHIC 3 elflogo.jpg GRAPHIC begin 644 elflogo.jpg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