REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the stockholders and the Board of Directors of e.l.f. Beauty, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of e.l.f. Beauty, Inc. and subsidiaries (the “Company”) as of March 31, 2024 and 2023, the related consolidated statements of operations and comprehensive income, stockholders’ equity, and cash flows, for each of the three years in the period ended March 31, 2024, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended March 31, 2024, in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of March 31, 2024, based on criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated May 23, 2024, expressed an unqualified opinion on the Company’s internal control over financial reporting.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Provision for Certain Customer Incentives and Allowances — Refer to Note 2 to the financial statements
Critical Audit Matter Description
The Company offers various incentives to customers such as sales discounts, markdown support and other incentives and allowances, which give rise to variable consideration. The amount of variable consideration is estimated at the time of sale based on either the expected amount or the most likely amount, depending on the nature of the variability. The Company regularly reviews and revises, when deemed necessary, its estimates of variable consideration based on both customer-specific expectations as well as historical rates of realization. A provision for customer incentives and allowances is included on the consolidated balance sheet, net against accounts receivable.
Auditing the Company’s provision for certain customer incentives and allowances was complex and judgmental as the provision for customer incentives and allowances is determined based on significant management estimates. Changes in
these estimates can have a material impact on the amounts and timing of revenue recognized. Additionally, given the subjectivity of estimating the provision for certain customer incentives and allowances, performing audit procedures to evaluate whether the provision for certain customer incentives and allowances is appropriately recorded required a high degree of auditor judgment.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the Company’s provision for certain customer incentives and allowances included the following, among others:
•We obtained an understanding, evaluated the design and implementation, and tested the operating effectiveness of controls over the Company’s provision for customer incentives and allowances, including controls over management’s review of the significant assumptions, such as the historical rate of customer deductions and management’s review of the completeness and accuracy of the data used.
•We tested customer deduction data underlying the estimate to validate the nature, timing, and amount of deductions taken.
•We evaluated the Company’s historical ability to accurately estimate its provision by performing a retrospective analysis on the prior period reserve, based on current period deductions.
•We evaluated period-over-period comparisons of the Company’s provision for customer incentives and allowances and deductions claimed by customers by allowance type to identify unusual trends.
•We evaluated management’s methodologies and tested the significant assumptions of customer-specific expectations and historic rates of realization, which were used by the Company to calculate the provision for customer incentives and allowances and verified they were consistent with the terms of underlying customer agreements, historical data patterns, and estimated future trends.
Acquisition – Assumptions related to the valuation of certain acquired intangible assets — Refer to Note 2 and Note 4 to the financial statements
Critical Audit Matter Description
The Company completed the acquisition of Naturium LLC (“Naturium”) on October 4, 2023. The Company accounted for the transaction under the acquisition method of accounting for business combinations. Accordingly, the purchase price was allocated to the assets acquired and liabilities assumed based on their respective fair values, including intangible assets. Intangible assets acquired primarily related to trademarks and a key customer relationship. Management estimated the fair value of the intangible assets using valuation techniques which includes the use of a discounted cash flow model and the relief from royalty method. The fair value determination of the intangible assets required management to make significant estimates and assumptions, including future expected revenue, royalty rates, as well as discount rates.
We identified the fair value of acquired intangible assets from the Naturium acquisition as a critical audit matter because of the significant business assumptions and estimates used in the valuation of acquired entity intangible assets that possess higher degrees of complexity and sensitivity to the valuation. This required a high degree of auditor judgment and an increased extent of effort, including the need to involve our internal fair value specialists, when performing audit procedures to evaluate the reasonableness of management’s assumptions. The significant assumptions and estimates used to estimate the fair value of Naturium’s intangible assets relate primarily to the forecasted revenue growth rate, royalty rate and the discount rate applied to those future cash flows.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the fair value of the acquired intangible assets, specifically as they relate to significant assumptions and estimates including forecasted revenue growth rate, royalty rate, and discount rate included the following, among others:
•We tested the design and implementation and tested the operating effectiveness of internal controls over the valuation and accounting for the acquired intangible assets, including management’s controls related to the forecasted revenue growth rate, royalty rate, and other assumptions used in the valuation models.
•We assessed the reasonableness of management’s forecast of future revenues by comparing the projected growth rates to historical company data, and industry projections.
•We evaluated whether the estimated future revenues were consistent with evidence obtained in other areas of the audit.
•With the assistance of our fair value specialists, we evaluated the reasonableness of the (1) valuation methodology, (2) discount rate applied to future cash flows, and (3) royalty rate by:
◦Assessing the reasonableness of valuation methodology utilized for the different valuation models.
◦Testing the source information underlying the determination of the discount rate and royalty rate and testing the mathematical accuracy of the calculations.
◦Developing a range of independent estimates and comparing those to the discount rate and royalty rate selected by management.
/s/ Deloitte & Touche LLP
San Francisco, California
May 23, 2024
We have served as the Company’s auditor since 2014.
e.l.f. Beauty, Inc. and subsidiaries
Consolidated balance sheets
(in thousands, except share and per share data)
| | | | | | | | | | | | | |
| | March 31, 2024 | | March 31, 2023 | | |
| Assets | | | | | |
| Current assets: | | | | | |
| Cash and cash equivalents | $ | 108,183 | | | $ | 120,778 | | | |
| Accounts receivable, net | 123,797 | | | 67,928 | | | |
| Inventory, net | 191,489 | | | 81,323 | | | |
| Prepaid expenses and other current assets | 53,608 | | | 33,296 | | | |
| Total current assets | 477,077 | | | 303,325 | | | |
| Property and equipment, net | 13,974 | | | 7,874 | | | |
| Intangible assets, net | 225,094 | | | 78,041 | | | |
| Goodwill | 340,600 | | | 171,620 | | | |
| | | | | |
| Other assets | 72,502 | | | 34,741 | | | |
| Total assets | $ | 1,129,247 | | | $ | 595,601 | | | |
| | | | | |
Liabilities and stockholders’ equity | | | | | |
| Current liabilities: | | | | | |
| Current portion of long-term debt and finance lease obligations | $ | 100,307 | | | $ | 5,575 | | | |
| Accounts payable | 81,075 | | | 31,427 | | | |
| Accrued expenses and other current liabilities | 117,733 | | | 70,974 | | | |
| Total current liabilities | 299,115 | | | 107,976 | | | |
| Long-term debt and finance lease obligations | 161,819 | | | 60,881 | | | |
| Deferred tax liabilities | 3,666 | | | 3,742 | | | |
| Long-term operating lease obligations | 21,459 | | | 11,201 | | | |
| Other long-term liabilities | 616 | | | 784 | | | |
| Total liabilities | 486,675 | | | 184,584 | | | |
| | | | | |
| Commitments and contingencies (Note 10) | | | | | |
| | | | | |
Stockholders’ equity: | | | | | |
| | | | | |
Common stock, par value of $0.01 per share; 250,000,000 shares authorized as of March 31, 2024 and March 31, 2023; 55,583,660 and 53,770,482 shares issued and outstanding as of March 31, 2024 and March 31, 2023, respectively | 555 | | | 535 | | | |
| Additional paid-in capital | 936,403 | | | 832,481 | | | |
| Accumulated other comprehensive loss | (50) | | | — | | | |
| Accumulated deficit | (294,336) | | | (421,999) | | | |
Total stockholders’ equity | 642,572 | | | 411,017 | | | |
Total liabilities and stockholders’ equity | $ | 1,129,247 | | | $ | 595,601 | | | |
The accompanying notes are an integral part of these consolidated financial statements.
e.l.f. Beauty, Inc. and subsidiaries
Consolidated statements of operations
(in thousands, except share and per share data)
| | | | | | | | | | | | | | | | | | | | | |
| | Fiscal year ended March 31, |
| | 2024 | | 2023 | | | | 2022 | | |
| Net sales | $ | 1,023,932 | | | $ | 578,844 | | | | | $ | 392,155 | | | |
| Cost of sales | 299,836 | | | 188,448 | | | | | 140,423 | | | |
| Gross profit | 724,096 | | | 390,396 | | | | | 251,732 | | | |
| Selling, general and administrative expenses | 574,418 | | | 322,253 | | | | | 221,912 | | | |
| Restructuring expense | — | | | — | | | | | 50 | | | |
| Operating income | 149,678 | | | 68,143 | | | | | 29,770 | | | |
| Other income (expense), net | 1,210 | | | (1,875) | | | | | (1,438) | | | |
| Impairment of equity investment | (2,875) | | | — | | | | | — | | | |
| Interest expense, net | (7,023) | | | (2,018) | | | | | (2,441) | | | |
| Loss on extinguishment of debt | — | | | (176) | | | | | (460) | | | |
| Income before provision for income taxes | 140,990 | | | 64,074 | | | | | 25,431 | | | |
| Income tax provision | (13,327) | | | (2,544) | | | | | (3,661) | | | |
| Net income | $ | 127,663 | | | $ | 61,530 | | | | | $ | 21,770 | | | |
| Net income per share: | | | | | | | | | |
| Basic | $ | 2.33 | | | $ | 1.17 | | | | | $ | 0.43 | | | |
| Diluted | $ | 2.21 | | | $ | 1.11 | | | | | $ | 0.41 | | | |
| Weighted average shares outstanding: | | | | | | | | | |
| Basic | 54,747,930 | | | 52,474,811 | | | | | 50,940,808 | | | |
| Diluted | 57,788,454 | | | 55,337,554 | | | | | 53,654,303 | | | |
The accompanying notes are an integral part of these consolidated financial statements.
e.l.f. Beauty, Inc. and subsidiaries
Consolidated statements of comprehensive income
(in thousands)
| | | | | | | | | | | | | | | | | |
| | Fiscal year ended March 31, |
| | 2024 | | 2023 | | 2022 |
| Net income | $ | 127,663 | | | $ | 61,530 | | | $ | 21,770 | |
| Other comprehensive loss, net of tax | | | | | |
| Foreign currency translation adjustment | (50) | | | — | | | — | |
| Other comprehensive loss, net of tax | (50) | | | — | | | — | |
| Comprehensive income | $ | 127,613 | | | $ | 61,530 | | | $ | 21,770 | |
The accompanying notes are an integral part of these consolidated financial statements.
e.l.f. Beauty, Inc. and subsidiaries
Consolidated statements of stockholders’ equity
(in thousands, except share data)
