|
☒
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
☐
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
46-4464131
|
(State or other jurisdiction of
incorporation or organization)
|
(I.R.S. Employer
Identification No.)
|
Title of each class
|
|
Trading Symbol(s)
|
|
Name of each exchange on which registered
|
Common Stock, $0.01 par value
|
|
ELF
|
|
New York Stock Exchange
|
Large accelerated filer
|
¨
|
|
Accelerated filer
|
x
|
Non-accelerated filer
|
¨
|
|
Smaller reporting company
|
¨
|
|
|
|
Emerging growth company
|
x
|
|
|
Page
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2020
|
|
March 31, 2019
|
|
December 31, 2018
|
||||||
Assets
|
|
|
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
|
|
|
||||
Cash and cash equivalents
|
$
|
46,167
|
|
|
$
|
53,874
|
|
|
$
|
51,205
|
|
Accounts receivable, net
|
29,721
|
|
|
32,275
|
|
|
36,724
|
|
|||
Inventory, net
|
46,209
|
|
|
43,779
|
|
|
46,341
|
|
|||
Prepaid expenses and other current assets
|
10,263
|
|
|
7,340
|
|
|
7,473
|
|
|||
Total current assets
|
132,360
|
|
|
137,268
|
|
|
141,743
|
|
|||
Property and equipment, net
|
17,171
|
|
|
16,006
|
|
|
21,804
|
|
|||
Intangible assets, net
|
102,410
|
|
|
97,053
|
|
|
98,773
|
|
|||
Goodwill
|
171,321
|
|
|
157,264
|
|
|
157,264
|
|
|||
Investments
|
2,875
|
|
|
2,875
|
|
|
2,875
|
|
|||
Other assets
|
26,967
|
|
|
21,222
|
|
|
13,397
|
|
|||
Total assets
|
$
|
453,104
|
|
|
$
|
431,688
|
|
|
$
|
435,856
|
|
|
|
|
|
|
|
||||||
Liabilities and stockholders' equity
|
|
|
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
|
|
|
||||
Current portion of long-term debt and finance lease obligations
|
$
|
12,568
|
|
|
$
|
10,259
|
|
|
$
|
9,861
|
|
Accounts payable
|
12,390
|
|
|
16,280
|
|
|
20,483
|
|
|||
Accrued expenses and other current liabilities
|
26,165
|
|
|
18,590
|
|
|
12,671
|
|
|||
Total current liabilities
|
51,123
|
|
|
45,129
|
|
|
43,015
|
|
|||
Long-term debt and finance lease obligations
|
126,088
|
|
|
138,025
|
|
|
140,523
|
|
|||
Deferred tax liabilities
|
21,892
|
|
|
16,753
|
|
|
20,217
|
|
|||
Long-term operating lease obligations
|
11,239
|
|
|
15,898
|
|
|
—
|
|
|||
Other long-term liabilities
|
591
|
|
|
668
|
|
|
2,770
|
|
|||
Total liabilities
|
210,933
|
|
|
216,473
|
|
|
206,525
|
|
|||
|
|
|
|
|
|
||||||
Commitments and contingencies (Note 11)
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
||||||
Stockholders' equity:
|
|
|
|
|
|
|
|
||||
Common stock, par value of $0.01 per share; 250,000,000 shares authorized as of March 31, 2020, March 31, 2019 and December 31, 2018; 50,003,531, 49,645,450 and 48,715,276 shares issued and outstanding as of March 31, 2020, March 31, 2019 and December 31, 2018, respectively
|
489
|
|
|
483
|
|
|
478
|
|
|||
Additional paid-in capital
|
753,213
|
|
|
744,147
|
|
|
740,354
|
|
|||
Accumulated deficit
|
(511,531
|
)
|
|
(529,415
|
)
|
|
(511,501
|
)
|
|||
Total stockholders' equity
|
242,171
|
|
|
215,215
|
|
|
229,331
|
|
|||
Total liabilities and stockholders' equity
|
$
|
453,104
|
|
|
$
|
431,688
|
|
|
$
|
435,856
|
|
|
Year ended
March 31, |
|
Three months ended March 31,
(transition period) |
|
Year ended
December 31, |
||||||||||
|
2020
|
|
2019
|
|
2018
|
|
2017
|
||||||||
Net sales
|
$
|
282,851
|
|
|
$
|
66,141
|
|
|
$
|
267,435
|
|
|
$
|
269,888
|
|
Cost of sales
|
101,728
|
|
|
25,650
|
|
|
104,694
|
|
|
105,163
|
|
||||
Gross profit
|
181,123
|
|
|
40,491
|
|
|
162,741
|
|
|
164,725
|
|
||||
Selling, general, and administrative expenses
|
157,155
|
|
|
37,324
|
|
|
136,579
|
|
|
131,446
|
|
||||
Restructuring (income) expense
|
(5,982
|
)
|
|
22,176
|
|
|
—
|
|
|
—
|
|
||||
Operating income (loss)
|
29,950
|
|
|
(19,009
|
)
|
|
26,162
|
|
|
33,279
|
|
||||
Other income (expense), net
|
426
|
|
|
(315
|
)
|
|
(390
|
)
|
|
(2,035
|
)
|
||||
Interest expense, net
|
(6,307
|
)
|
|
(1,849
|
)
|
|
(7,816
|
)
|
|
(8,775
|
)
|
||||
Income (loss) before provision for income taxes
|
24,069
|
|
|
(21,173
|
)
|
|
17,956
|
|
|
22,469
|
|
||||
Income tax (provision) benefit
|
(6,185
|
)
|
|
3,259
|
|
|
(2,431
|
)
|
|
11,006
|
|
||||
Net income (loss)
|
$
|
17,884
|
|
|
$
|
(17,914
|
)
|
|
$
|
15,525
|
|
|
$
|
33,475
|
|
Comprehensive income (loss)
|
$
|
17,884
|
|
|
$
|
(17,914
|
)
|
|
$
|
15,525
|
|
|
$
|
33,475
|
|
Net income (loss) per share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.37
|
|
|
$
|
(0.37
|
)
|
|
$
|
0.33
|
|
|
$
|
0.74
|
|
Diluted
|
$
|
0.35
|
|
|
$
|
(0.37
|
)
|
|
$
|
0.32
|
|
|
$
|
0.68
|
|
Weighted average shares outstanding:
|
|
|
|
|
|
|
|
||||||||
Basic
|
48,498,813
|
|
|
48,022,926
|
|
|
46,828,798
|
|
|
45,358,452
|
|
||||
Diluted
|
50,817,143
|
|
|
48,022,926
|
|
|
49,268,616
|
|
|
49,374,758
|
|
|
|
Common stock
|
|
Additional
paid-in
capital
|
|
Accumulated deficit
|
|
Total
stockholders'
equity
|
|||||||||||
|
|
Shares
|
|
Amount
|
|
|
|
||||||||||||
Balance as of December 31, 2016
|
|
43,753,311
|
|
|
$
|
438
|
|
|
$
|
700,871
|
|
|
$
|
(560,447
|
)
|
|
$
|
140,862
|
|
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
33,475
|
|
|
33,475
|
|
||||
Stock-based compensation
|
|
—
|
|
|
—
|
|
|
13,474
|
|
|
—
|
|
|
13,474
|
|
||||
Vesting of early exercised stock options
|
|
1,522,826
|
|
|
15
|
|
|
4,059
|
|
|
—
|
|
|
4,074
|
|
||||
Exercise of stock options (and vesting of restricted stock)
|
|
1,039,493
|
|
|
10
|
|
|
1,968
|
|
|
—
|
|
|
1,978
|
|
||||
Balance as of December 31, 2017
|
|
46,315,630
|
|
|
463
|
|
|
720,372
|
|
|
(526,972
|
)
|
|
193,863
|
|
||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,525
|
|
|
15,525
|
|
||||
Stock-based compensation
|
|
—
|
|
|
—
|
|
|
16,821
|
|
|
—
|
|
|
16,821
|
|
||||
Exercise of stock options (and vesting of restricted stock)
|
|
1,514,126
|
|
|
15
|
|
|
3,161
|
|
|
—
|
|
|
3,176
|
|
||||
Adoption of new accounting standard
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(54
|
)
|
|
(54
|
)
|
||||
Balance as of December 31, 2018
|
|
47,829,756
|
|
|
478
|
|
|
740,354
|
|
|
(511,501
|
)
|
|
229,331
|
|
||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(17,914
|
)
|
|
(17,914
|
)
|
||||
Stock-based compensation
|
|
—
|
|
|
—
|
|
|
3,683
|
|
|
—
|
|
|
3,683
|
|
||||
Exercise of stock options (and vesting of restricted stock)
|
|
458,964
|
|
|
5
|
|
|
110
|
|
|
—
|
|
|
115
|
|
||||
Balance as of March 31, 2019
|
|
48,288,720
|
|
|
483
|
|
|
744,147
|
|
|
(529,415
|
)
|
|
215,215
|
|
||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17,884
|
|
|
17,884
|
|
||||
Stock-based compensation
|
|
—
|
|
|
—
|
|
|
15,488
|
|
|
—
|
|
|
15,488
|
|
||||
Exercise of stock options (and vesting of restricted stock)
|
|
1,150,490
|
|
|
12
|
|
|
1,476
|
|
|
—
|
|
|
1,488
|
|
||||
Repurchase of common stock
|
|
(564,468
|
)
|
|
(6
|
)
|
|
(7,898
|
)
|
|
—
|
|
|
(7,904
|
)
|
||||
Balance as of March 31, 2020
|
|
48,874,742
|
|
|
$
|
489
|
|
|
$
|
753,213
|
|
|
$
|
(511,531
|
)
|
|
$
|
242,171
|
|
|
Year ended
March 31, |
|
Three months ended March 31,
(transition period)
|
|
Year ended
December 31,
|
|||||||||
|
2020
|
|
2019
|
|
2018
|
|
2017
|
|||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
17,884
|
|
|
(17,914
|
)
|
|
15,525
|
|
|
33,475
|
|
||
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|||||||
Depreciation and amortization
|
22,843
|
|
|
7,544
|
|
|
17,861
|
|
|
14,521
|
|
|||
Restructuring (income) loss
|
(5,982
|
)
|
|
22,176
|
|
|
—
|
|
|
—
|
|
|||
Stock-based compensation expense
|
15,488
|
|
|
3,683
|
|
|
16,821
|
|
|
13,474
|
|
|||
Amortization of debt issuance costs and discount on debt
|
747
|
|
|
190
|
|
|
792
|
|
|
810
|
|
|||
Deferred income taxes
|
2,443
|
|
|
(3,433
|
)
|
|
(939
|
)
|
|
(13,434
|
)
|
|||
Other, net
|
873
|
|
|
242
|
|
|
476
|
|
|
1,728
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|||||||
Accounts receivable
|
2,504
|
|
|
4,215
|
|
|
7,649
|
|
|
(8,001
|
)
|
|||
Inventories
|
(435
|
)
|
|
2,561
|
|
|
16,338
|
|
|
6,718
|
|
|||
Prepaid expenses and other assets
|
(6,500
|
)
|
|
(1,732
|
)
|
|
(8,484
|
)
|
|
(11,200
|
)
|
|||
Accounts payable and accrued expenses
|
5,962
|
|
|
(6,021
|
)
|
|
(10,251
|
)
|
|
(25,483
|
)
|
|||
Other liabilities
|
(11,514
|
)
|
|
(3,295
|
)
|
|
(206
|
)
|
|
(230
|
)
|
|||
Net cash provided by operating activities
|
44,313
|
|
|
8,216
|
|
|
55,582
|
|
|
12,378
|
|
|||
|
|
|
|
|
|
|
|
|||||||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
||||||
Acquisition, net of cash acquired
|
(25,923
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Purchase of property and equipment
|
(9,422
|
)
|
|
(3,400
|
)
|
|
(8,872
|
)
|
|
(7,544
|
)
|
|||
Investment in equity securities
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,875
|
)
|
|||
Net cash used in investing activities
|
(35,345
|
)
|
|
(3,400
|
)
|
|
(8,872
|
)
|
|
(10,419
|
)
|
|||
|
|
|
|
|
|
|
|
|||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|||||||
Proceeds from revolving line of credit
|
—
|
|
|
—
|
|
|
2,000
|
|
|
25,900
|
|
|||
Repayment of revolving line of credit
|
—
|
|
|
—
|
|
|
(2,000
|
)
|
|
(25,900
|
)
|
|||
Repayment of long-term debt
|
(9,488
|
)
|
|
(2,063
|
)
|
|
(8,250
|
)
|
|
(8,250
|
)
|
|||
Debt issuance costs paid
|
—
|
|
|
—
|
|
|
—
|
|
|
(519
|
)
|
|||
Repurchase of common stock
|
(7,904
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Cash received from issuance of common stock
|
1,488
|
|
|
115
|
|
|
3,176
|
|
|
1,978
|
|
|||
Other, net
|
(771
|
)
|
|
(199
|
)
|
|
(490
|
)
|
|
(404
|
)
|
|||
Net cash used in financing activities
|
(16,675
|
)
|
|
(2,147
|
)
|
|
(5,564
|
)
|
|
(7,195
|
)
|
|||
|
|
|
|
|
|
|
|
|||||||
Net (decrease) increase in cash and cash equivalents
|
(7,707
|
)
|
|
2,669
|
|
|
41,146
|
|
|
(5,236
|
)
|
|||
Cash and cash equivalents - beginning of period
|
53,874
|
|
|
51,205
|
|
|
10,059
|
|
|
15,295
|
|
|||
Cash and cash equivalents - end of period
|
$
|
46,167
|
|
|
53,874
|
|
|
$
|
51,205
|
|
|
$
|
10,059
|
|
|
Year ended
March 31, |
|
Three months ended March 31,
(transition period)
|
|
Year ended
December 31,
|
||||||||||
|
2020
|
|
2019
|
|
2018
|
|
2017
|
||||||||
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
|
|
|
|
|
|||||
Cash paid for interest
|
$
|
6,302
|
|
|
$
|
1,783
|
|
|
$
|
7,124
|
|
|
$
|
8,162
|
|
Cash paid for income taxes, net of refunds
|
5,604
|
|
|
6
|
|
|
4,085
|
|
|
5,673
|
|
||||
Cash paid for interest on finance leases
|
179
|
|
|
50
|
|
|
—
|
|
|
—
|
|
||||
Supplemental disclosure of noncash investing and financing activities:
|
|
|
|
|
|
|
|
||||||||
Property and equipment acquired under finance leases
|
—
|
|
|
—
|
|
|
2,098
|
|
|
10
|
|
||||
Property and equipment purchases included in accounts payable and accrued expenses
|
1,132
|
|
|
3,080
|
|
|
1,838
|
|
|
1,143
|
|
||||
Vesting of shares related to early exercise of common stock options
|
—
|
|
|
—
|
|
|
—
|
|
|
4,074
|
|
|
Year ended
March 31,
|
|
Three months ended March 31,
(transition period)
|
|
Year ended
December 31,
|
||||||
|
2020
|
|
2019
|
|
2018
|
|
2017
|
||||
Walmart
|
31
|
%
|
|
36
|
%
|
|
30
|
%
|
|
29
|
%
|
Target
|
22
|
%
|
|
17
|
%
|
|
21
|
%
|
|
25
|
%
|
|
March 31, 2020
|
|
March 31, 2019
|
|
December 31, 2018
|
|||
Target
|
22
|
%
|
|
19
|
%
|
|
27
|
%
|
Walmart
|
20
|
%
|
|
27
|
%
|
|
20
|
%
|
|
|
Estimated
useful lives
|
Machinery, equipment and software
|
|
3-5 years
|
Leasehold improvements
|
|
5 years
|
Furniture and fixtures
|
|
2-5 years
|
Store fixtures
|
|
2-3 years
|
|
Year ended
March 31, |
|
Three months ended March 31,
(transition period) |
|
Year ended
December 31, |
||||||||||
|
2020
|
|
2019
|
|
2018
|
|
2017
|
||||||||
U.S.
|
$
|
255,284
|
|
|
$
|
59,797
|
|
|
$
|
241,159
|
|
|
$
|
243,299
|
|
International
|
27,567
|
|
|
6,344
|
|
|
26,276
|
|
|
26,589
|
|
||||
Total net sales
|
$
|
282,851
|
|
|
$
|
66,141
|
|
|
$
|
267,435
|
|
|
$
|
269,888
|
|
|
March 31, 2020
|
|
March 31, 2019
|
|
December 31, 2018
|
||||||
U.S.
|
$
|
16,845
|
|
|
$
|
15,491
|
|
|
$
|
21,236
|
|
International
|
326
|
|
|
515
|
|
|
568
|
|
|||
Total property and equipment, net
|
$
|
17,171
|
|
|
$
|
16,006
|
|
|
$
|
21,804
|
|
Balance as of December 31, 2016
|
11,927
|
|
|
Charges
|
25,680
|
|
|
Deductions
|
(29,149
|
)
|
|
Balance as of December 31, 2017
|
$
|
8,458
|
|
Charges
|
26,971
|
|
|
Deductions
|
(27,655
|
)
|
|
Balance as of December 31, 2018
|
7,774
|
|
|
Charges
|
6,787
|
|
|
Deductions
|
(8,016
|
)
|
|
Balance as of March 31, 2019
|
6,545
|
|
|
Charges
|
29,576
|
|
|
Deductions
|
(28,508
|
)
|
|
Balance as of March 31, 2020
|
$
|
7,613
|
|
|
Three months ended March 31,
|
||||||
|
|
|
(unaudited)
|
||||
|
2019
|
|
2018
|
||||
Net sales
|
$
|
66,141
|
|
|
$
|
65,920
|
|
Cost of sales
|
25,650
|
|
|
25,712
|
|
||
Gross profit
|
40,491
|
|
|
40,208
|
|
||
Selling, general and administrative expenses
|
37,324
|
|
|
36,234
|
|
||
Restructuring expenses
|
22,176
|
|
|
—
|
|
||
Operating income (loss)
|
(19,009
|
)
|
|
3,974
|
|
||
Other expense, net
|
(315
|
)
|
|
(888
|
)
|
||
Interest expense, net
|
(1,849
|
)
|
|
(1,963
|
)
|
||
Income (loss) before provision for income taxes
|
(21,173
|
)
|
|
1,123
|
|
||
Income tax benefit (provision)
|
3,259
|
|
|
(433
|
)
|
||
Net income (loss)
|
$
|
(17,914
|
)
|
|
$
|
690
|
|
Comprehensive income (loss)
|
$
|
(17,914
|
)
|
|
$
|
690
|
|
Net income (loss) per share:
|
|
|
|
||||
Basic
|
$
|
(0.37
|
)
|
|
$
|
0.01
|
|
Diluted
|
$
|
(0.37
|
)
|
|
$
|
0.01
|
|
Weighted average shares outstanding:
|
|
|
|
||||
Basic
|
48,022,926
|
|
|
46,435,560
|
|
||
Diluted
|
48,022,926
|
|
|
49,302,771
|
|
|
Three months ended March 31,
|
||||||
|
|
|
(unaudited)
|
||||
|
2019
|
|
2018
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income (loss)
|
$
|
(17,914
|
)
|
|
$
|
690
|
|
Adjustments to reconcile net income (loss) to net cash provided by
operating activities:
|
|
|
|
|
|||
Depreciation and amortization
|
7,544
|
|
|
4,288
|
|
||
Restructuring loss
|
22,176
|
|
|
—
|
|
||
Stock-based compensation expense
|
3,683
|
|
|
3,640
|
|
||
Amortization of debt issuance costs and discount on debt
|
190
|
|
|
199
|
|
||
Deferred income taxes
|
(3,433
|
)
|
|
735
|
|
||
Other, net
|
242
|
|
|
142
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||
Accounts receivable
|
4,215
|
|
|
12,771
|
|
||
Inventories
|
2,561
|
|
|
951
|
|
||
Prepaid expenses and other assets
|
(1,732
|
)
|
|
(1,498
|
)
|
||
Accounts payable and accrued expenses
|
(6,021
|
)
|
|
(16,891
|
)
|
||
Other liabilities
|
(3,295
|
)
|
|
3
|
|
||
Net cash provided by operating activities
|
8,216
|
|
|
5,030
|
|
||
|
|
|
|
||||
Cash flows from investing activities:
|
|
|
|
|
|
||
Purchase of property and equipment
|
(3,400
|
)
|
|
(2,667
|
)
|
||
Net cash used in investing activities
|
(3,400
|
)
|
|
(2,667
|
)
|
||
|
|
|
|
||||
Cash flows from financing activities:
|
|
|
|
|
|
||
Proceeds from revolving line of credit
|
—
|
|
|
2,000
|
|
||
Repayment of revolving line of credit
|
—
|
|
|
(2,000
|
)
|
||
Repayment of long-term debt
|
(2,063
|
)
|
|
(2,063
|
)
|
||
Cash received from issuance of common stock
|
115
|
|
|
212
|
|
||
Other, net
|
(199
|
)
|
|
(97
|
)
|
||
Net cash used in financing activities
|
(2,147
|
)
|
|
(1,948
|
)
|
||
|
|
|
|
||||
Net increase in cash and cash equivalents
|
2,669
|
|
|
415
|
|
||
Cash and cash equivalents - beginning of period
|
51,205
|
|
|
10,059
|
|
||
Cash and cash equivalents - end of period
|
$
|
53,874
|
|
|
$
|
10,474
|
|
|
|
March 31, 2020
|
||
Net tangible assets
|
|
$
|
2,239
|
|
Goodwill (1)
|
|
14,057
|
|
|
Intangible assets
|
|
12,340
|
|
|
Net deferred tax liability
|
|
(2,713
|
)
|
|
Total purchase price consideration
|
|
$
|
25,923
|
|
|
|
(1)
|
The goodwill represents the excess value over both tangible and intangible assets acquired and liabilities assumed. The goodwill recognized in this transaction is primarily attributable to expected operational synergies. None of the goodwill is expected to be deductible for tax purposes.
|
|
|
Fair Value
|
|
Estimated Useful Life
|
||
|
|
(in thousands)
|
|
(in years)
|
||
Customer relationships - retailers
|
|
$
|
8,800
|
|
|
10
|
Customer relationships - e-commerce
|
|
40
|
|
|
3
|
|
Trademarks
|
|
3,500
|
|
|
10
|
|
Total identified intangible assets
|
|
$
|
12,340
|
|
|
|
|
Estimated useful life
|
|
Gross carrying amount
|
|
Accumulated amortization
|
|
Net carrying amount
|
||||||
Customer relationships – retailers
|
10 years
|
|
$
|
77,600
|
|
|
$
|
(42,500
|
)
|
|
$
|
35,100
|
|
Customer relationships – e-commerce
|
3 years
|
|
3,940
|
|
|
(3,901
|
)
|
|
39
|
|
|||
Trademarks
|
10 years
|
|
3,500
|
|
|
(29
|
)
|
|
3,471
|
|
|||
Total finite-lived intangibles
|
|
|
85,040
|
|
|
(46,430
|
)
|
|
38,610
|
|
|||
Trademarks
|
Indefinite
|
|
63,800
|
|
|
—
|
|
|
63,800
|
|
|||
Goodwill
|
|
|
171,321
|
|
|
—
|
|
|
171,321
|
|
|||
Total goodwill and other intangibles
|
|
|
$
|
320,161
|
|
|
$
|
(46,430
|
)
|
|
$
|
273,731
|
|
|
Estimated useful life
|
|
Gross carrying amount
|
|
Accumulated amortization
|
|
Net carrying amount
|
||||||
Customer relationships – retailers
|
10 years
|
|
$
|
68,800
|
|
|
$
|
(35,547
|
)
|
|
$
|
33,253
|
|
Customer relationships – e-commerce
|
3 years
|
|
3,900
|
|
|
(3,900
|
)
|
|
—
|
|
|||
Total finite-lived intangibles
|
|
|
72,700
|
|
|
(39,447
|
)
|
|
33,253
|
|
|||
Trademarks
|
Indefinite
|
|
63,800
|
|
|
—
|
|
|
63,800
|
|
|||
Goodwill
|
|
|
157,264
|
|
|
—
|
|
|
157,264
|
|
|||
Total goodwill and other intangibles
|
|
|
$
|
293,764
|
|
|
$
|
(39,447
|
)
|
|
$
|
254,317
|
|
|
Estimated useful life
|
|
Gross carrying amount
|
|
Accumulated amortization
|
|
Net carrying amount
|
||||||
Customer relationships – retailers
|
10 years
|
|
$
|
68,800
|
|
|
$
|
(33,827
|
)
|
|
$
|
34,973
|
|
Customer relationships – e-commerce
|
3 years
|
|
3,900
|
|
|
(3,900
|
)
|
|
—
|
|
|||
Total finite-lived intangibles
|
|
|
72,700
|
|
|
(37,727
|
)
|
|
34,973
|
|
|||
Trademarks
|
Indefinite
|
|
63,800
|
|
|
—
|
|
|
63,800
|
|
|||
Goodwill
|
|
|
157,264
|
|
|
—
|
|
|
157,264
|
|
|||
Total goodwill and other intangibles
|
|
|
$
|
293,764
|
|
|
$
|
(37,727
|
)
|
|
$
|
256,037
|
|
|
March 31, 2020
|
|
March 31, 2019
|
|
December 31, 2018
|
||||||
Machinery, equipment and software
|
$
|
15,327
|
|
|
$
|
9,407
|
|
|
$
|
13,007
|
|
Leasehold improvements
|
3,459
|
|
|
2,157
|
|
|
9,549
|
|
|||
Furniture and fixtures
|
708
|
|
|
684
|
|
|
3,027
|
|
|||
Store fixtures
|
10,302
|
|
|
11,879
|
|
|
13,481
|
|
|||
Property and equipment, gross
|
29,796
|
|
|
24,127
|
|
|
39,064
|
|
|||
Less: Accumulated depreciation and amortization
|
(12,625
|
)
|
|
(8,121
|
)
|
|
(17,260
|
)
|
|||
Property and equipment, net
|
$
|
17,171
|
|
|
$
|
16,006
|
|
|
$
|
21,804
|
|
|
March 31, 2020
|
|
March 31, 2019
|
|
December 31, 2018
|
||||||
Accrued expenses
|
$
|
12,518
|
|
|
$
|
9,594
|
|
|
$
|
8,783
|
|
Current portion of operating lease liabilities
|
3,083
|
|
|
4,172
|
|
|
—
|
|
|||
Accrued compensation
|
9,542
|
|
|
3,200
|
|
|
1,983
|
|
|||
Other current liabilities
|
1,022
|
|
|
1,624
|
|
|
1,905
|
|
|||
Accrued expenses and other current liabilities
|
$
|
26,165
|
|
|
$
|
18,590
|
|
|
$
|
12,671
|
|
|
|
|
Fair value measurements using
|
||||||||||||
|
Fair value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Financial liabilities:
|
|
|
|
|
|
|
|
||||||||
Long-term debt, including current portion (1)
|
$
|
138,865
|
|
|
$
|
—
|
|
|
$
|
138,865
|
|
|
$
|
—
|
|
Total financial liabilities
|
$
|
138,865
|
|
|
$
|
—
|
|
|
$
|
138,865
|
|
|
$
|
—
|
|
|
|
|
Fair value measurements using
|
||||||||||||
|
Fair value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Financial liabilities:
|
|
|
|
|
|
|
|
||||||||
Long-term debt, including current portion (1)
|
$
|
148,593
|
|
|
$
|
—
|
|
|
$
|
148,593
|
|
|
$
|
—
|
|
Total financial liabilities
|
$
|
148,593
|
|
|
$
|
—
|
|
|
$
|
148,593
|
|
|
$
|
—
|
|
|
|
|
Fair value measurements using
|
||||||||||||
|
Fair value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Financial liabilities:
|
|
|
|
|
|
|
|
||||||||
Long-term debt, including current portion (1)
|
$
|
150,719
|
|
|
$
|
—
|
|
|
$
|
150,719
|
|
|
$
|
—
|
|
Total financial liabilities
|
$
|
150,719
|
|
|
$
|
—
|
|
|
$
|
150,719
|
|
|
$
|
—
|
|
•
|
On January 31, 2014, the Company entered into a senior secured credit facility (the “2014 Senior Secured Credit Facility”), which consisted of a $20.0 million revolving line of credit and a $105.0 million term loan. Also, on January 31, 2014, the Company entered into a $40.0 million second lien term loan (the “Second Lien Term Loan”).
|
•
|
On June 7, 2016, the Company incurred an incremental $64.0 million in term loan borrowings under the 2014 Senior Secured Credit Facility to fund, in part, a $72.0 million special dividend to stockholders, and increased the total availability under the revolving credit facility to $25.0 million.
|
•
|
On September 27, 2016, the Company used a portion of the proceeds from the initial public offering to repay the entire outstanding balance of $40.0 million from the Second Lien Term Loan.
|
•
|
On December 23, 2016, the Company refinanced its outstanding obligations under the 2014 Senior Secured Credit Facility, entering into a new 5-year, $200.0 million senior secured credit agreement, as further described below.
|
•
|
On August 25, 2017, the Company amended its senior secured credit agreement to increase the total availability under the revolving line of credit to $50.0 million and to lower the interest rates and extend the maturity date to August 25, 2022.
|
•
|
On April 8, 2020, the Company amended its senior secured credit agreement to modify the Company’s quarterly maintenance covenants, and to add interest rates with respect to borrowings associated with the added increased maximum permitted total net leverage ratios.
|
|
March 31, 2020
|
|
March 31, 2019
|
|
December 31, 2018
|
||||||
Debt:
|
|
|
|
|
|
||||||
Term loan
|
$
|
135,853
|
|
|
$
|
144,810
|
|
|
$
|
146,737
|
|
Finance lease obligations
|
3,012
|
|
|
3,783
|
|
|
3,982
|
|
|||
Total debt
|
138,865
|
|
|
148,593
|
|
|
150,719
|
|
|||
Less: debt issuance costs
|
(209
|
)
|
|
(309
|
)
|
|
(335
|
)
|
|||
Total debt, net of issuance costs
|
138,656
|
|
|
148,284
|
|
|
150,384
|
|
|||
Less: current portion
|
(12,568
|
)
|
|
(10,259
|
)
|
|
(9,861
|
)
|
|||
Long-term portion of debt
|
$
|
126,088
|
|
|
$
|
138,025
|
|
|
$
|
140,523
|
|
|
Year ended
March 31,
|
|
Three months ended March 31,
(transition period)
|
|
Year ended
December 31,
|
||||||||||
|
2020
|
|
2019
|
|
2018
|
|
2017
|
||||||||
Interest on term loan debt
|
$
|
6,096
|
|
|
$
|
1,774
|
|
|
$
|
6,774
|
|
|
$
|
7,271
|
|
Amortization of debt issuance costs
|
747
|
|
|
190
|
|
|
792
|
|
|
810
|
|
||||
Interest on revolving line of credit
|
149
|
|
|
40
|
|
|
132
|
|
|
526
|
|
||||
Interest on finance leases
|
179
|
|
|
50
|
|
|
155
|
|
|
168
|
|
||||
Interest income
|
(863
|
)
|
|
(205
|
)
|
|
(37
|
)
|
|
—
|
|
||||
Interest expense, net
|
$
|
6,308
|
|
|
$
|
1,849
|
|
|
$
|
7,816
|
|
|
$
|
8,775
|
|
|
Year ended
March 31, |
|
Three months ended March 31,
(transition period) |
|
Year ended
December 31, |
||||||||||
|
2020
|
|
2019
|
|
2018
|
|
2017
|
||||||||
Domestic
|
$
|
24,479
|
|
|
$
|
(21,673
|
)
|
|
$
|
17,405
|
|
|
$
|
22,409
|
|
Foreign
|
(410
|
)
|
|
500
|
|
|
551
|
|
|
60
|
|
||||
Total
|
$
|
24,069
|
|
|
$
|
(21,173
|
)
|
|
$
|
17,956
|
|
|
$
|
22,469
|
|
|
Year ended
March 31,
|
|
Three months ended March 31,
(transition period) |
|
Year ended
December 31, |
||||||||||
|
2020
|
|
2019
|
|
2018
|
|
2017
|
||||||||
Current:
|
|
|
|
|
|
|
|
|
|||||||
U.S. federal
|
$
|
(2,681
|
)
|
|
$
|
(13
|
)
|
|
$
|
(2,414
|
)
|
|
$
|
(2,058
|
)
|
State
|
(1,066
|
)
|
|
(139
|
)
|
|
(948
|
)
|
|
(369
|
)
|
||||
Foreign
|
5
|
|
|
(22
|
)
|
|
(8
|
)
|
|
—
|
|
||||
Total current
|
(3,742
|
)
|
|
(174
|
)
|
|
(3,370
|
)
|
|
(2,427
|
)
|
||||
Deferred:
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. federal
|
(2,532
|
)
|
|
3,096
|
|
|
1,005
|
|
|
13,246
|
|
||||
State
|
99
|
|
|
368
|
|
|
101
|
|
|
(21
|
)
|
||||
Foreign
|
(10
|
)
|
|
(31
|
)
|
|
(167
|
)
|
|
208
|
|
||||
Total deferred
|
(2,443
|
)
|
|
3,433
|
|
|
939
|
|
|
13,433
|
|
||||
Total (provision) benefit for income taxes
|
$
|
(6,185
|
)
|
|
$
|
3,259
|
|
|
$
|
(2,431
|
)
|
|
$
|
11,006
|
|
|
Year ended
March 31,
|
|
Three months ended March 31,
(transition period) |
|
Year ended
December 31, |
||||||
|
2020
|
|
2019
|
|
2018
|
|
2017
|
||||
Federal statutory rate
|
21.0
|
%
|
|
21.0
|
%
|
|
21.0
|
%
|
|
35.0
|
%
|
Federal tax deferred rate change
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
(53.8
|
)%
|
State tax, net of federal benefit
|
3.7
|
%
|
|
1.2
|
%
|
|
2.6
|
%
|
|
0.6
|
%
|
State tax deferred rate change, net of federal benefit
|
0.1
|
%
|
|
—
|
%
|
|
0.9
|
%
|
|
0.9
|
%
|
Nondeductible business expenses
|
0.8
|
%
|
|
(0.1
|
)%
|
|
1.4
|
%
|
|
—
|
%
|
Provision-to-return adjustment
|
—
|
%
|
|
—
|
%
|
|
(3.9
|
)%
|
|
—
|
%
|
Uncertain tax positions
|
(0.2
|
)%
|
|
(0.1
|
)%
|
|
(1.3
|
)%
|
|
(1.7
|
)%
|
Stock based compensation
|
(0.4
|
)%
|
|
(6.1
|
)%
|
|
(8.6
|
)%
|
|
(28.1
|
)%
|
Others
|
0.7
|
%
|
|
(0.5
|
)%
|
|
1.4
|
%
|
|
(1.9
|
)%
|
Effective tax rate
|
25.7
|
%
|
|
15.4
|
%
|
|
13.5
|
%
|
|
(49.0
|
)%
|
|
March 31, 2020
|
|
March 31, 2019
|
|
December 31, 2018
|
||||||
Deferred tax assets:
|
|
|
|
|
|
||||||
Compensation
|
$
|
760
|
|
|
$
|
895
|
|
|
$
|
928
|
|
Inventories and receivables
|
3,472
|
|
|
2,915
|
|
|
3,008
|
|
|||
Accrued expenses
|
1,996
|
|
|
667
|
|
|
424
|
|
|||
Stock compensation
|
3,706
|
|
|
3,627
|
|
|
5,175
|
|
|||
Net operating losses
|
92
|
|
|
236
|
|
|
43
|
|
|||
Right of use liability
|
3,443
|
|
|
4,643
|
|
|
—
|
|
|||
Other
|
558
|
|
|
736
|
|
|
898
|
|
|||
Deferred tax assets
|
14,027
|
|
|
13,719
|
|
|
10,476
|
|
|||
Deferred tax liabilities:
|
|
|
|
|
|
||||||
Goodwill
|
3,468
|
|
|
2,857
|
|
|
2,618
|
|
|||
Fixed assets
|
3,294
|
|
|
1,734
|
|
|
2,405
|
|
|||
Intangible assets
|
25,287
|
|
|
24,077
|
|
|
24,591
|
|
|||
Right of use asset
|
3,292
|
|
|
887
|
|
|
—
|
|
|||
Other
|
563
|
|
|
892
|
|
|
1,023
|
|
|||
Deferred tax liabilities
|
35,904
|
|
|
30,447
|
|
|
30,637
|
|
|||
Net deferred tax liabilities
|
$
|
21,877
|
|
|
$
|
16,728
|
|
|
$
|
20,161
|
|
|
March 31, 2020
|
|
March 31, 2019
|
|
December 31, 2018
|
||||||
Deferred tax assets
|
$
|
15
|
|
|
$
|
25
|
|
|
$
|
56
|
|
Deferred tax liabilities
|
21,892
|
|
|
16,753
|
|
|
20,217
|
|
|||
Net deferred tax liabilities
|
$
|
21,877
|
|
|
$
|
16,728
|
|
|
$
|
20,161
|
|
|
Year ended
March 31,
|
|
Three months ended March 31,
(transition period) |
|
Year ended
December 31, |
||||||||||
|
2020
|
|
2019
|
|
2018
|
|
2017
|
||||||||
Balance at beginning of year
|
$
|
581
|
|
|
$
|
571
|
|
|
$
|
764
|
|
|
$
|
1,208
|
|
Increases for prior year tax positions
|
32
|
|
|
—
|
|
|
—
|
|
|
63
|
|
||||
Increases for current year tax positions
|
90
|
|
|
10
|
|
|
173
|
|
|
68
|
|
||||
Decreases for prior year tax positions
|
—
|
|
|
—
|
|
|
(8
|
)
|
|
(1
|
)
|
||||
Decreases due to settlements
|
(29
|
)
|
|
—
|
|
|
—
|
|
|
(32
|
)
|
||||
Decreases due to statutes lapsing
|
(197
|
)
|
|
—
|
|
|
(358
|
)
|
|
(542
|
)
|
||||
Balance at end of year
|
$
|
477
|
|
|
$
|
581
|
|
|
$
|
571
|
|
|
$
|
764
|
|
|
Options
outstanding
|
|
Weighted-average exercise price
|
|
Weighted-average remaining
contractual life
(in years)
|
|
Aggregate intrinsic
values
(in thousands) (1)
|
|||||
Balance as of December 31, 2018
|
2,746,670
|
|
|
$
|
12.91
|
|
|
|
|
|
||
Granted
|
115,100
|
|
|
7.95
|
|
|
|
|
|
|||
Canceled or forfeited
|
(286,191
|
)
|
|
16.98
|
|
|
|
|
|
|||
Balance as of March 31, 2019
|
2,575,579
|
|
|
12.24
|
|
|
6.9
|
|
$
|
6,958
|
|
|
Granted
|
202,560
|
|
|
14.18
|
|
|
|
|
|
|
||
Exercised
|
(334,572
|
)
|
|
4.08
|
|
|
|
|
|
|
||
Canceled or forfeited
|
(444,014
|
)
|
|
15.07
|
|
|
|
|
|
|
||
Balance as of March 31, 2020
|
1,999,553
|
|
|
$
|
13.17
|
|
|
6.8
|
|
$
|
3,773
|
|
|
|
|
|
|
|
|
|
|||||
Exercisable, March 31, 2020
|
1,291,647
|
|
|
$
|
12.06
|
|
|
6.1
|
|
$
|
3,469
|
|
(1)
|
The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the Company's closing stock price of $9.84, as reported on the New York Stock Exchange on March 31, 2020.
|
|
Year ended
March 31,
|
|
Three months ended March 31,
(transition period)
|
|
Year ended
December 31,
|
||||||||||
|
2020
|
|
2019
|
|
2018
|
|
2017
|
||||||||
Stock-based compensation expense
|
$
|
2,308
|
|
|
$
|
590
|
|
|
$
|
3,219
|
|
|
$
|
2,435
|
|
Intrinsic value of options exercised
|
3,580
|
|
|
—
|
|
|
2,890
|
|
|
12,841
|
|
||||
Weighted-average grant date fair value
of options granted (per share)
|
$
|
5.55
|
|
|
$
|
3.12
|
|
|
$
|
6.81
|
|
|
$
|
9.51
|
|
|
Year ended
March 31,
|
|
Three months ended March 31,
(transition period)
|
|
Year ended
December 31,
|
||||||
|
2020
|
|
2019
|
|
2018
|
|
2017
|
||||
Expected term (in years)
|
6.5
|
|
|
6.3
|
|
|
6.3
|
|
|
6.2
|
|
Expected volatility
|
35.57
|
%
|
|
35.13
|
%
|
|
32.02
|
%
|
|
32.42
|
%
|
Risk-free interest rate
|
2.07
|
%
|
|
2.55
|
%
|
|
2.68
|
%
|
|
2.14
|
%
|
Expected dividend yield
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
Options
outstanding
|
|
Weighted-average exercise price
|
|
Weighted-average remaining
contractual life
(in years)
|
|
Aggregate intrinsic
values
(in thousands) (1)
|
|||||
Balance as of December 31, 2018
|
1,482,782
|
|
|
$
|
8.94
|
|
|
|
|
|
||
Exercised
|
(62,450
|
)
|
|
1.84
|
|
|
|
|
|
|||
Canceled or forfeited
|
(96,900
|
)
|
|
26.84
|
|
|
|
|
|
|||
Balance as of March 31, 2019
|
1,323,432
|
|
|
7.96
|
|
|
6.0
|
|
$
|
8,646
|
|
|
Exercised
|
(53,100
|
)
|
|
2.40
|
|
|
|
|
|
|||
Canceled or forfeited
|
(17,400
|
)
|
|
26.84
|
|
|
|
|
|
|||
Balance as of March 31, 2020
|
1,252,932
|
|
|
$
|
7.97
|
|
|
5.0
|
|
$
|
7,487
|
|
|
|
|
|
|
|
|
|
|||||
Exercisable, March 31, 2020
|
952,932
|
|
|
$
|
1.98
|
|
|
4.4
|
|
$
|
7,487
|
|
|
Year ended
March 31,
|
|
Three months ended March 31,
(transition period)
|
|
Year ended
December 31,
|
||||||||||
|
2020
|
|
2019
|
|
2018
|
|
2017
|
||||||||
Stock-based compensation expense
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,168
|
|
|
$
|
3,489
|
|
Intrinsic value of options exercised
|
609
|
|
|
419
|
|
|
8,669
|
|
|
42,874
|
|
||||
Weighted-average grant date fair value
of options granted (per share)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
10.65
|
|
|
Shares of restricted stock outstanding
|
|
Weighted-average grant date fair value
|
|||
Balance as of December 31, 2018
|
2,036,124
|
|
|
$
|
20.01
|
|
Granted (1)
|
1,464,710
|
|
|
7.64
|
|
|
Vested
|
(396,514
|
)
|
|
21.79
|
|
|
Canceled or forfeited
|
(317,922
|
)
|
|
20.06
|
|
|
Balance as of March 31, 2019
|
2,786,398
|
|
|
13.26
|
|
|
Granted
|
673,461
|
|
|
14.26
|
|
|
Vested
|
(762,818
|
)
|
|
15.97
|
|
|
Canceled or forfeited
|
(385,273
|
)
|
|
12.66
|
|
|
Balance as of March 31, 2020
|
2,311,768
|
|
|
$
|
12.86
|
|
|
Year ended
March 31,
|
|
Three months ended March 31,
(transition period)
|
|
Year ended
December 31,
|
||||||||||
|
2020
|
|
2019
|
|
2018
|
|
2017
|
||||||||
Stock-based compensation expense
|
$
|
13,181
|
|
|
$
|
3,093
|
|
|
$
|
12,434
|
|
|
$
|
7,550
|
|
Intrinsic value of RSUs released
|
$
|
12,448
|
|
|
$
|
3,387
|
|
|
$
|
6,280
|
|
|
$
|
3,398
|
|
|
March 31, 2020
|
|
Three months ended March 31, 2019
(transition period)
|
||||
|
2020
|
|
|
||||
Acceleration of rent expense
|
$
|
—
|
|
|
$
|
16,106
|
|
Acceleration of depreciation expense
|
—
|
|
|
5,377
|
|
||
Gain from extinguishment of lease liabilities
|
(7,733
|
)
|
|
(1,866
|
)
|
||
Employee severance and related expenses
|
—
|
|
|
600
|
|
||
Other costs, including other asset write-offs
|
1,751
|
|
|
1,959
|
|
||
Total
|
$
|
(5,982
|
)
|
|
$
|
22,176
|
|
|
|
Employee severance and related expenses
|
|
Other costs
|
|
Total
|
||||||
December 31, 2018
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Costs incurred
|
|
600
|
|
|
1,118
|
|
|
1,718
|
|
|||
Cash disbursements
|
|
(504
|
)
|
|
(443
|
)
|
|
(947
|
)
|
|||
March 31, 2019
|
|
$
|
96
|
|
|
$
|
675
|
|
|
$
|
771
|
|
Costs incurred and other adjustments
|
|
(22
|
)
|
|
1,634
|
|
|
1,612
|
|
|||
Cash disbursements
|
|
(74
|
)
|
|
(2,309
|
)
|
|
(2,383
|
)
|
|||
March 31, 2020
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Year ended
March 31, |
|
Three months ended March 31,
(transition period) |
|
Year ended
December 31,
|
||||||||||
|
2020
|
|
2019
|
|
2018
|
|
2017
|
||||||||
Numerator:
|
|
|
|
|
|
|
|
|
|||||||
Net income (loss)
|
$
|
17,884
|
|
|
$
|
(17,914
|
)
|
|
$
|
15,525
|
|
|
$
|
33,475
|
|
|
|
|
|
|
|
|
|
||||||||
Denominator:
|
|
|
|
|
|
|
|
||||||||
Weighted average common shares outstanding - basic
|
48,498,813
|
|
|
48,022,926
|
|
|
46,828,798
|
|
|
45,358,452
|
|
||||
Dilutive common equivalent shares from equity awards
|
2,318,330
|
|
|
—
|
|
|
2,439,818
|
|
|
4,016,306
|
|
||||
Weighted average common shares outstanding - diluted
|
50,817,143
|
|
|
48,022,926
|
|
|
49,268,616
|
|
|
49,374,758
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Net income (loss) per share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.37
|
|
|
$
|
(0.37
|
)
|
|
$
|
0.33
|
|
|
$
|
0.74
|
|
Diluted
|
$
|
0.35
|
|
|
$
|
(0.37
|
)
|
|
$
|
0.32
|
|
|
$
|
0.68
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average anti-dilutive shares from outstanding equity awards excluded from diluted earnings per share
|
2,143,672
|
|
|
6,588,523
|
|
|
3,373,529
|
|
|
1,176,787
|
|
|
|
Classification
|
|
March 31, 2020
|
|
March 31, 2019
|
||||||||
Assets
|
|
|
|
|
|
|
||||||||
Operating lease assets (a)
|
|
Other assets
|
|
$
|
13,668
|
|
|
$
|
4,445
|
|
||||
Finance lease assets (b)
|
|
Other assets
|
|
2,094
|
|
|
3,089
|
|
||||||
Total leased assets
|
|
|
|
$
|
15,762
|
|
|
$
|
7,534
|
|
||||
Liabilities
|
|
|
|
|
|
|
||||||||
Current
|
|
|
|
|
|
|
||||||||
Operating (a)
|
|
Accrued expenses and other current liabilities
|
|
$
|
3,083
|
|
|
$
|
4,172
|
|
||||
Finance
|
|
Current portion of long-term debt and finance lease obligations
|
|
812
|
|
|
771
|
|
||||||
Noncurrent
|
|
|
|
|
|
|
||||||||
Operating (a)
|
|
Long-term operating lease obligations
|
|
11,239
|
|
|
15,898
|
|
||||||
Finance
|
|
Long-term debt and finance lease obligations
|
|
2,200
|
|
|
3,012
|
|
||||||
Total lease liabilities
|
|
|
|
$
|
17,334
|
|
|
$
|
23,853
|
|
|
|
Classification
|
|
Twelve months ended March 31, 2020
|
|
Three months ended March 31, 2019
(transition period)
|
|||||||
Operating lease cost
|
|
Selling, general and administrative (“SG&A”) expenses
|
|
$
|
2,950
|
|
|
$
|
1,195
|
|
|||
Gain from extinguishment of lease liabilities
|
|
Restructuring expense (income)
|
|
(7,733
|
)
|
|
(1,866
|
)
|
|||||
Acceleration of rent expense
|
|
Restructuring expenses
|
|
—
|
|
|
16,106
|
|
|||||
Finance lease cost
|
|
|
|
|
|
|
|||||||
Amortization of leased assets
|
|
SG&A expenses
|
|
996
|
|
|
254
|
|
|||||
Interest on lease liabilities
|
|
Interest expense, net
|
|
179
|
|
|
50
|
|
|||||
Total lease (gain) cost
|
|
|
|
$
|
(3,608
|
)
|
|
$
|
15,739
|
|
|
|
Operating
leases
|
|
Finance
leases
|
|
Total
|
|||||
2021
|
|
3,540
|
|
|
950
|
|
|
4,490
|
|
||
2022
|
|
2,350
|
|
|
907
|
|
|
3,257
|
|
||
2023
|
|
1,924
|
|
|
1,208
|
|
|
3,132
|
|
||
2024
|
|
1,962
|
|
|
235
|
|
|
2,197
|
|
||
2025
|
|
1,547
|
|
|
—
|
|
|
1,547
|
|
||
Thereafter
|
|
4,748
|
|
|
—
|
|
|
4,748
|
|
||
Total lease payments
|
|
16,071
|
|
|
3,300
|
|
|
19,371
|
|
||
Less: Interest
|
|
1,749
|
|
|
288
|
|
|
|
|||
Present value of lease liabilities
|
|
$
|
14,322
|
|
|
$
|
3,012
|
|
|
|
|
|
March 31, 2020
|
|
March 31, 2019
|
||
Weighted-average remaining lease term
|
|
|
|
|
||
Operating leases
|
|
6.8 years
|
|
|
5.9 years
|
|
Finance leases
|
|
3.3 years
|
|
|
4.3 years
|
|
Weighted-average discount rate
|
|
|
|
|
||
Operating leases
|
|
3.7
|
%
|
|
4.8
|
%
|
Finance leases
|
|
5.2
|
%
|
|
5.2
|
%
|
|
March 31, 2018
|
|
June 30, 2018
|
|
September 30, 2018
|
|
December 31, 2018
|
|
March 31, 2019
(transition period)
|
|
June 30, 2019
|
|
September 30, 2019
|
|
December 31, 2019
|
|
March 31, 2020
|
||||||||||||||||||
|
(unaudited)
|
|
|
|
|
|
(unaudited)
|
|
|
||||||||||||||||||||||||||
Net sales
|
$
|
65,920
|
|
|
$
|
59,055
|
|
|
$
|
63,889
|
|
|
$
|
78,571
|
|
|
$
|
66,141
|
|
|
$
|
59,764
|
|
|
$
|
67,615
|
|
|
$
|
80,760
|
|
|
$
|
74,712
|
|
Gross profit
|
$
|
40,208
|
|
|
$
|
36,645
|
|
|
$
|
38,969
|
|
|
$
|
46,919
|
|
|
$
|
40,491
|
|
|
$
|
37,191
|
|
|
$
|
43,348
|
|
|
$
|
52,520
|
|
|
$
|
48,064
|
|
Net income (loss)
|
$
|
690
|
|
|
$
|
1,248
|
|
|
$
|
3,915
|
|
|
$
|
9,672
|
|
|
$
|
(17,914
|
)
|
|
$
|
3,706
|
|
|
$
|
6,517
|
|
|
$
|
8,002
|
|
|
$
|
(341
|
)
|
Net income (loss) per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Basic
|
$
|
0.01
|
|
|
$
|
0.03
|
|
|
$
|
0.08
|
|
|
$
|
0.20
|
|
|
$
|
(0.37
|
)
|
|
$
|
0.08
|
|
|
$
|
0.13
|
|
|
$
|
0.16
|
|
|
$
|
(0.01
|
)
|
Diluted
|
$
|
0.01
|
|
|
$
|
0.03
|
|
|
$
|
0.08
|
|
|
$
|
0.20
|
|
|
$
|
(0.37
|
)
|
|
$
|
0.07
|
|
|
$
|
0.13
|
|
|
$
|
0.16
|
|
|
$
|
(0.01
|
)
|
|
|
|
Incorporated by Reference
|
|||
Exhibit Number
|
Exhibit Description
|
Provided
Herewith
|
Form
|
Exhibit
Number
|
File Number
|
Filing Date
|
|
|
|
|
|
|
|
3.1
|
|
8-K
|
3.1
|
001-37873
|
9/27/2016
|
|
|
|
|
|
|
|
|
3.2
|
|
8-K
|
3.2
|
001-37873
|
9/27/2016
|
|
|
|
|
|
|
|
|
4.1
|
Reference is made to Exhibits 3.1 and 3.2.
|
|
|
|
|
|
|
|
|
|
|
|
|
4.2
|
|
S-1
|
4.2
|
333-213333
|
8/26/2016
|
|
|
|
|
|
|
|
|
4.3
|
|
S-1/A
|
4.4
|
333-213333
|
9/12/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incorporated by Reference
|
|||
Exhibit Number
|
Exhibit Description
|
Provided
Herewith
|
Form
|
Exhibit
Number
|
File Number
|
Filing Date
|
10.9(b)#
|
|
10-K
|
10.7(b)
|
001-37873
|
3/15/2017
|
|
|
|
|
|
|
|
|
10.9(c)#
|
|
S-1
|
10.13
|
333-213333
|
8/26/2016
|
|
|
|
|
|
|
|
|
10.10(a)#
|
|
S-1/A
|
10.16
|
333-213333
|
9/12/2016
|
|
|
|
|
|
|
|
|
10.10(b)#
|
|
S-1/A
|
10.17
|
333-213333
|
9/12/2016
|
|
|
|
|
|
|
|
|
10.10(c)#
|
|
S-1/A
|
10.27
|
333-213333
|
9/12/2016
|
|
|
|
|
|
|
|
|
10.10(d)#
|
|
10-K
|
10.12(d)
|
001-37873
|
3/15/2017
|
|
|
|
|
|
|
|
|
10.10(d)#
|
|
10-K
|
10.12(d)
|
001-37873
|
3/15/2017
|
|
|
|
|
|
|
|
|
10.10(e)#
|
|
10-K
|
10.12(e)
|
001-37873
|
3/15/2017
|
|
|
|
|
|
|
|
|
10.11#
|
|
S-1/A
|
10.18
|
333-213333
|
9/12/2016
|
|
|
|
|
|
|
|
|
10.12#
|
|
10-K
|
10.16
|
001-37873
|
2/28/2019
|
|
|
|
|
|
|
|
|
10.13#
|
|
10-K
|
10.17
|
001-37873
|
2/28/2019
|
|
|
|
|
|
|
|
|
10.14#
|
|
10-K
|
10.18
|
001-37873
|
2/28/2019
|
|
|
|
|
|
|
|
|
10.15#
|
|
10-K
|
10.19
|
001-37873
|
2/28/2019
|
|
|
|
|
|
|
|
|
10.16#
|
|
|
10-Q
|
10.1
|
001-37873
|
5/9/2019
|
|
|
|
|
|
|
|
10.17#
|
|
|
8-K
|
10.1
|
001-37873
|
3/21/2019
|
|
|
|
|
|
|
|
10.18#
|
|
|
10-Q
|
10.1
|
001-37873
|
2/6/2020
|
|
|
|
|
|
|
|
10.19#
|
|
S-1
|
10.25
|
333-213333
|
8/26/2016
|
|
|
|
|
|
|
|
|
10.20#
|
|
10-Q
|
10.1
|
001-37873
|
11/7/2019
|
|
|
|
|
|
|
|
|
21.1
|
|
10-K
|
21.1
|
001-37873
|
5/28/2020
|
|
|
|
|
|
|
|
|
|
|
|
Incorporated by Reference
|
|||
Exhibit Number
|
Exhibit Description
|
Provided
Herewith
|
Form
|
Exhibit
Number
|
File Number
|
Filing Date
|
|
|
|
|
|
|
|
23.1
|
|
10-K
|
23.1
|
001-37873
|
5/28/2020
|
|
|
|
|
|
|
|
|
24.1
|
|
10-K
|
24.1
|
001-37873
|
5/28/2020
|
|
|
|
|
|
|
|
|
31.1
|
|
10-K
|
31.1
|
001-37873
|
5/28/2020
|
|
|
|
|
|
|
|
|
31.2
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
31.3
|
|
10-K
|
31.2
|
001-37873
|
5/28/2020
|
|
|
|
|
|
|
|
|
31.4
|
Certification of the Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act.
|
X
|
|
|
|
|
|
|
|
|
|
|
|
32.1*
|
|
10-K
|
32.1
|
001-37873
|
5/28/2020
|
|
|
|
|
|
|
|
|
32.2*
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.INS
101.SCH
101.CAL
101.LAB
101.PRE
101.DEF
|
XBRL Instance.
XBRL Taxonomy Extension Schema.
XBRL Taxonomy Extension Calculation Linkbase.
XBRL Taxonomy Extension Label Linkbase.
XBRL Taxonomy Extension Presentation Linkbase.
XBRL Taxonomy Extension Definition Linkbase.
|
X
X
X
X
X
X
|
|
|
|
|
#
|
Indicates management contract or compensatory plan.
|
*
|
This certification is deemed furnished, and not filed, with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of e.l.f. Beauty, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Annual Report on Form 10-K, irrespective of any general incorporation language contained in such filing.
|
|
|
e.l.f. Beauty, Inc.
|
|
|
|
|
|
May 29, 2020
|
|
By:
|
/s/ Tarang P. Amin
|
Date
|
|
|
Tarang P. Amin
Chief Executive Officer
(Principal Executive Officer)
|
|
|
|
|
May 29, 2020
|
|
By:
|
/s/ Mandy Fields
|
Date
|
|
|
Mandy Fields
Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer )
|
Subsidiary
|
|
Jurisdiction of Incorporation or Organization
|
|
|
|
e.l.f. Cosmetics, Inc.
|
|
Delaware
|
|
|
|
W3LL People, Inc. (a wholly owned subsidiary of e.l.f. Cosmetics, Inc.)
|
|
Delaware
|
|
|
|
J.A. China Holdings, LLC (a wholly owned subsidiary of e.l.f. Cosmetics, Inc.)
|
|
Delaware
|
|
|
|
e.l.f. (Shanghai) Trading Co., Ltd. (a wholly owned subsidiary of J.A. China Holdings, LLC)
|
|
People’s Republic of China – Wholly Foreign-Owned Enterprise
|
1.
|
I have reviewed this Annual Report on Form 10-K/A of e.l.f. Beauty, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ Tarang P. Amin
|
Tarang P. Amin
Chief Executive Officer
(Principal Executive Officer)
|
1.
|
I have reviewed this Annual Report on Form 10-K/A of e.l.f. Beauty, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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/s/ Mandy Fields
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Mandy Fields
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Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
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•
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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•
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The information in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/ Tarang P. Amin
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Tarang P. Amin
|
Chief Executive Officer
(Principal Executive Officer)
|
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/s/ Mandy Fields
|
Mandy Fields
Chief Financial Officer
|
(Principal Financial Officer and Principal Accounting Officer)
|