10-Q: e.l.f. Beauty Soars on rhode Acquisition, Boosts Q3 Net Income
Quarterly Report
e.l.f. Beauty, Inc. reported a significant increase in net sales and net income for the three months ended December 31, 2025, largely driven by the acquisition of rhode, while navigating increased debt and ongoing legal challenges.
Summary
- Net sales for the three months ended December 31, 2025, increased by 38% to $489.5 million, up from $355.3 million in the prior year period.
- The rhode Acquisition, completed on August 5, 2025, contributed $128.2 million to net sales growth for the three months and $180.6 million for the nine months ended December 31, 2025.
- Net income for the three months ended December 31, 2025, surged by 128% to $39.4 million, compared to $17.3 million in the same period last year.
- Diluted earnings per share (EPS) for the three months increased to $0.65 from $0.30 year-over-year.
- For the nine months ended December 31, 2025, net sales grew 21% to $1,187.2 million, but net income decreased by 9.7% to $75.7 million, and diluted EPS fell to $1.28 from $1.43.
- Gross profit for the three months increased by 37% to $347.5 million, while gross margin slightly decreased by 30 basis points to 71% due to tariffs, partially offset by pricing and mix.
- Operating income for the three months more than doubled, rising 92.5% to $67.5 million.
- Total debt increased significantly to $849.2 million as of December 31, 2025, primarily due to the $600.0 million Term Facility established for the rhode acquisition.
- The company repurchased 626,049 shares for $50.0 million during the three months ended December 31, 2025, under its $500.0 million share repurchase program, with $400.0 million remaining available.
- The company is involved in securities class action and stockholder derivative lawsuits, with a court granting a motion to dismiss most claims but allowing a claim regarding statements made on November 20, 2024, to proceed.
Sentiment
Score: 7
Explanation: StockSavvy.ai views this as a positive filing, driven by strong sales and net income growth in the recent quarter, largely due to a successful acquisition. However, increased debt, a decline in nine-month net income, and ongoing legal and tariff-related risks temper the overall sentiment.
Positives
- Net sales for the three months ended December 31, 2025, increased by a robust 38% to $489.5 million, demonstrating strong market demand and successful brand expansion.
- The rhode Acquisition significantly boosted sales, contributing $128.2 million to net sales for the three months and $180.6 million for the nine months ended December 31, 2025, indicating successful integration and brand synergy.
- Net income for the three months ended December 31, 2025, more than doubled, increasing by 128% to $39.4 million, reflecting improved profitability in the recent quarter.
- Operating income for the three months ended December 31, 2025, saw a substantial increase of 92.5% to $67.5 million, highlighting operational efficiency gains.
- The effective tax rate for the three months ended December 31, 2025, decreased to 26.9% from 34.3% in the prior year, contributing to higher net income.
- Cash provided by operating activities for the nine months ended December 31, 2025, was $110.1 million, a significant improvement from a net cash outflow of $2.3 million in the prior year, indicating stronger cash generation from core operations.
- The company maintains strong liquidity with $196.8 million in cash and cash equivalents and $243.3 million available under its Amended Revolving Credit Facility as of December 31, 2025.
- The company is in compliance with all applicable financial covenants under its Amended Credit Agreement as of December 31, 2025.
- The company's election to immediately expense US-incurred research or experimental expenditures and full bonus depreciation under the One Big Beautiful Bill Act (OBBBA) is expected to decrease US cash taxes in fiscal year 2026.
Negatives
- Net income for the nine months ended December 31, 2025, decreased by 9.7% to $75.7 million, despite significant sales growth, indicating pressure on overall profitability.
- Diluted EPS for the nine months ended December 31, 2025, declined to $1.28 from $1.43 in the prior year period.
- Gross margin for the nine months ended December 31, 2025, decreased by 124 basis points to 70%, primarily driven by tariffs, which negatively impacted profitability.
- Selling, general and administrative (SG&A) expenses increased by 21% to $706.9 million for the nine months ended December 31, 2025, outpacing net sales growth for the same period.
- Interest expense, net, significantly increased to $12.4 million for the three months and $24.1 million for the nine months ended December 31, 2025, due to increased debt from the rhode acquisition.
- The company faces ongoing legal proceedings, including securities class action and stockholder derivative matters, which could incur significant costs and divert management attention.
- The company's substantial increase in total debt to $849.2 million as of December 31, 2025, could limit financial flexibility and increase exposure to variable interest rates.
- The effective tax rate for the nine months ended December 31, 2025, increased to 25.1% from 17.4% in the prior year, primarily due to a decrease in discrete tax benefits related to stock-based compensation.
Risks
- The beauty industry is highly competitive, and an inability to compete effectively could negatively impact results.
- New product introductions may not be as successful as anticipated, affecting sales objectives and future growth.
- Damage to the company's reputation or brands could materially and adversely affect business, financial condition, and results of operations.
- Success depends on the quality, performance, and safety of products; any issues could tarnish brand image and lead to recalls or liability claims.
- The company may not be able to successfully implement its growth strategy, including building brand demand, investing in digital capabilities, leading innovation, driving productivity with retailers, and pursuing strategic extensions.
- Historical growth may not be indicative of future growth, and the company may incur significant losses due to various factors including loss of key retail customers, supply chain disruptions, or regulatory actions.
- Inability to continue to grow the business effectively or efficiently could harm financial condition and results of operations, placing strain on management, systems, and resources.
- Significant operations in China expose the company to risks inherent in doing business in that country, including increased labor costs and political/legal uncertainties.
- Additional US tariffs or other restrictions on imports, retaliatory trade measures, and resulting trade wars may have a material adverse impact on financial condition and results of operations.
- Acquisitions or investments, such as the rhode acquisition, could disrupt business and harm financial condition if integration is difficult, costly, or if expected benefits are not realized.
- A disruption in operations, including supply chain disruptions due to industrial accidents, natural disasters, international conflict, or labor disputes, could materially and adversely affect the business.
- Reliance on a number of third-party suppliers, manufacturers, distributors, and other vendors means their failure to meet standards or regulatory requirements could harm brands and cause consumer dissatisfaction.
- Adverse economic conditions in the United States or other countries, such as inflation, rising interest rates, or recessions, could negatively affect consumer spending and demand for discretionary products.
- Dependence on a limited number of retailers for a large portion of net sales means the loss of one or more, or business challenges at these retailers, could adversely affect results of operations.
- International business uncertainties, including political, regulatory, legal, or economic changes, difficulties in managing foreign operations, and inadequate intellectual property protection, could negatively affect international business.
- Failure to manage inventory effectively could lead to inventory obsolescence, decline in values, and significant write-downs or write-offs.
- Inability to retain key members of senior management team and attract/retain qualified personnel could materially adversely affect the business.
- Public health crises could adversely affect business, financial condition, and results of operations through closures, reduced retail traffic, supply chain disruptions, and financial market volatility.
- Indebtedness may have a material adverse effect on business, requiring substantial cash flow for debt service and reducing flexibility.
- Changes in tax law, tax rates, or exposure to additional income tax liabilities or assessments could materially and adversely affect the business.
- Fluctuations in currency exchange rates may negatively affect financial condition and results of operations, particularly for costs incurred in foreign currencies.
- Increasing dependence on information technology means failure to protect against service interruptions, data corruption, cyber-based attacks, or network security breaches could disrupt operations.
- Challenges with properly managing the use of AI could result in harm to the brand, reputation, business, or customers, and adversely affect results of operations.
- Failure to protect sensitive information of consumers and information technology systems against security breaches could damage reputation and harm business.
- Payment methods used on e-commerce websites subject the company to third-party payment processing-related risks, including fraud and charge-backs.
- New laws, regulations, enforcement trends, or changes in existing regulations governing product introduction, marketing, and sale could harm the business.
- Government regulations and private party actions relating to marketing and advertising could restrict or delay the ability to sell products.
- Complex and evolving US and foreign laws and regulations regarding privacy and data protection could result in claims, penalties, and increased costs.
- Failure to comply with the US Foreign Corrupt Practices Act, other anti-corruption and anti-bribery laws, and applicable trade control laws could subject the company to penalties.
- Government regulation of the Internet and e-commerce is evolving, and unfavorable changes or non-compliance could substantially harm the business.
- Involvement in disputes and other legal or regulatory proceedings could be expensive and time-consuming, and adverse decisions could materially affect the business.
- The company may be required to recall products and may face product liability claims, resulting in unexpected costs and reputational damage.
- Inability to protect intellectual property could diminish brand value and adversely affect the business.
- Dependence on the ability to operate without infringing, misappropriating, or violating third-party intellectual property rights means claims could be expensive and disruptive.
- Use of social media and influencers may materially and adversely affect reputation or subject the company to fines or penalties if not managed effectively.
- Reliance on email and other messaging services means restrictions or inability to timely deliver communications could materially adversely affect net revenue.
- Corporate citizenship and sustainability matters, including ESG-related legislation and activism, could negatively impact the business, financial condition, and results of operations.
- Risks related to climate change, including extreme weather events and chronic changes, could disrupt operations or those of the value chain.
- Actions of activist stockholders could be costly and time-consuming, diverting management's attention and resources.
- No current plans to pay cash dividends on common stock means stockholders may not receive any return on investment unless they sell shares.
- The share repurchase program may not be utilized to the full value approved or enhance long-term stockholder value.
- Stockholders may be diluted by the future issuance of additional common stock in connection with incentive plans, acquisitions, or otherwise.
- Anti-takeover provisions in organizational documents and Delaware law might discourage or delay acquisition attempts.
- An active trading market for common stock may not be sustained, and the market price has been subject to wide fluctuations and volatility.
- Future sales, or the perception of future sales, by the company or stockholders in the public market could cause the market price for common stock to decline.
- If securities analysts do not publish research or publish inaccurate or unfavorable research, the stock price and trading volume could decline.
Future Outlook
The company expects to fund ongoing cash needs from existing cash, cash generated from operations, and available financing under the Amended Revolving Credit Facility for the next twelve months. It anticipates that the One Big Beautiful Bill Act (OBBBA) tax provisions will decrease US cash taxes in fiscal year 2026 without materially impacting the effective tax rate. The company is actively evaluating and developing AI governance frameworks to monitor and mitigate risks associated with its increasing use of AI solutions in product development and internal operations.
Management Comments
- We believe our ability to deliver cruelty free, clean, vegan and premium-quality products at accessible prices with broad appeal differentiates us in the beauty industry.
- Additionally, we believe the combination of our passionate team of owners, value proposition, powerhouse innovation, disruptive marketing engine and productivity model have positioned us well to navigate the competitive beauty market.
- We believe that our operating cash flow, existing cash and cash equivalents and available financing under the Amended Revolving Credit Facility will be adequate to meet our planned operating, investing and financing needs for the next twelve months.
Industry Context
StockSavvy.ai notes that e.l.f. Beauty operates in a highly competitive beauty industry characterized by rapid shifts in fashion and beauty trends, and the emergence of numerous online, indie, celebrity, and influencer-backed brands. The company's multi-brand strategy, including e.l.f. Cosmetics, e.l.f. SKIN, Naturium, Well People, Keys Soulcare, and the recently acquired rhode, positions it to capture diverse consumer segments. The acquisition of rhode, a fast-growing, multi-category lifestyle beauty brand founded by Hailey Bieber, demonstrates a strategic move to deepen penetration in the skincare market and leverage influencer-backed brands. The company's focus on 'inclusive, accessible, clean, vegan and cruelty free' products aligns with evolving consumer preferences for ethical and transparent beauty. The filing also highlights the ongoing impact of US tariffs on products sourced from China, a common challenge for many consumer goods companies, and the company's proactive mitigation strategies including global price increases and exploring production shifts. The increasing adoption of AI in product development and operations reflects a broader industry trend towards technological integration for efficiency and innovation.
Comparison to Industry Standards
- e.l.f. Beauty's 38% net sales growth for the three months ended December 31, 2025, significantly outpaces many legacy beauty brands, which often report single-digit or low double-digit growth, demonstrating strong market share gains and brand momentum.
- The acquisition of rhode, a celebrity-backed brand, is a common strategy in the beauty industry to leverage influencer power and expand into high-growth segments, similar to how Estée Lauder has acquired brands like Too Faced or Deciem (The Ordinary).
- The company's gross margin of 71% for the three months ended December 31, 2025, remains competitive within the beauty sector, although the 30 basis point decrease due to tariffs indicates cost pressures that many global manufacturers face.
- The substantial increase in interest expense due to the $600.0 million Term Facility for the rhode acquisition reflects a common financing approach for strategic M&A, comparable to how other mid-to-large cap companies fund significant brand integrations.
- The company's commitment to 'clean, vegan and cruelty free' products aligns with and often exceeds the evolving ethical standards and consumer demands seen across the global beauty market, positioning it favorably against competitors still transitioning to these benchmarks.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Credit Agreement Amendment | The Fourth Amendment to the Amended Credit Agreement replaced the fixed charge coverage ratio financial covenant with a minimum interest coverage ratio of at least 3.50 to 1.00, to be tested quarterly. | March 3, 2025 | This change alters the financial covenant structure, potentially providing more flexibility in certain financial scenarios while still ensuring debt service capacity. |
| Credit Agreement Amendment | The Fifth Amendment to the Amended Credit Agreement increased the maximum permitted consolidated total net leverage ratio financial covenant. | August 5, 2025 | This adjustment provides the company with greater flexibility regarding its debt levels, particularly after the significant rhode acquisition, but also indicates a higher tolerance for leverage. |
Legal Proceedings
- Securities Class Action: Filed March 6, 2025, and April 8, 2025, alleging false or misleading statements in violation of Section 10(b) and Rule 10b-5, and Section 20(a) of the Exchange Act. The cases were consolidated on May 28, 2025. A motion to dismiss was largely granted on February 4, 2026, but a claim regarding statements made on November 20, 2024, was deemed adequately stated. Plaintiffs have until March 4, 2026, to file a second amended complaint.
- Stockholder Derivative Matters: Filed March 28, 2025, April 22, 2025, and May 19, 2025, alleging breach of fiduciary duties, claims under the Exchange Act (Sections 10(b), 14(a), 20(a)), California Corporations Code, waste, unjust enrichment, abuse of control, and gross mismanagement. These actions are consolidated and currently stayed pending the resolution of the securities class action.
Stakeholder Impact
- Shareholders: Experience increased net income and EPS for the recent quarter, but a decline for the nine-month period. The share repurchase program aims to return value, but increased debt and potential dilution from future equity raises are factors. Ongoing legal proceedings introduce uncertainty.
- Employees: The company's growth and acquisitions, like rhode, may create new opportunities but also place strain on management and personnel. The hybrid work model and reliance on key personnel, including Hailey Bieber for rhode, are critical for continued success.
- Customers: Benefit from expanded product offerings through acquisitions like rhode and Naturium, aligning with preferences for 'clean, vegan and cruelty free' products. Price increases due to tariffs could impact customer purchasing decisions.
- Suppliers: The company's reliance on third-party suppliers, particularly in China, exposes them to risks from tariffs, supply chain disruptions, and quality control issues. The company's efforts to shift production outside of China could impact existing supplier relationships.
- Creditors: The significant increase in long-term debt due to the rhode acquisition increases the company's leverage. However, the company reports compliance with all financial covenants under its Amended Credit Agreement, providing some assurance.
Next Steps
- Plaintiffs in the securities class action lawsuit have until March 4, 2026, to file a second amended complaint.
- If plaintiffs do not amend, defendants' answer in the securities class action is due April 3, 2026.
- The consolidated derivative actions are currently stayed pending the resolution of the securities class action.
- The FDA is expected to establish and implement mandatory GMP requirements for cosmetic products under MoCRA, with new deadlines to be determined.
- The company will continue to invest in and implement modifications and upgrades to its information technology systems and procedures, including ongoing integration of its new SAP software.
- The company has $400.0 million remaining available for future share repurchases under the 2024 Share Repurchase Program.
Key Dates
| Date | Description |
|---|---|
| December 23, 2016 | Date of the original Pledge and Security Agreement. |
| May 8, 2019 | Board of directors authorized a $25.0 million share repurchase program (now exhausted). |
| April 30, 2021 | Amended and restated prior credit agreement (Amended Credit Agreement) and refinanced all loans. |
| August 28, 2023 | Entered into the Second Amendment to Amended and Restated Credit Agreement, borrowing $115.0 million incremental term loans for the Naturium Acquisition. |
| October 4, 2023 | Completed the acquisition of Naturium LLC for $333.0 million. |
| March 31, 2024 | Fiscal year end for the company's annual report. |
| August 26, 2024 | Entered into the Third Amendment to Amended and Restated Credit Agreement, increasing capacity for restricted payments. |
| August 27, 2024 | Board of directors authorized a new $500.0 million share repurchase program (2024 Share Repurchase Program). |
| September 30, 2024 | Finalization of purchase accounting for the Naturium Acquisition. |
| November 20, 2024 | Date of statements for which plaintiffs adequately stated a claim in the securities class action lawsuit. |
| December 29, 2024 | Original deadline for FDA to propose mandatory GMPs for cosmetics under MoCRA (delayed). |
| January 19, 2025 | Date after which full bonus depreciation for certain assets is applicable under OBBBA. |
| March 3, 2025 | Entered into the Fourth Amendment to Amended and Restated Credit Agreement, establishing a $500.0 million Revolving Credit Facility and refinancing existing indebtedness. |
| March 6, 2025 | First purported securities class action complaint filed against the company, CEO, and CFO. |
| March 28, 2025 | First derivative action complaint filed against certain officers and directors. |
| April 1, 2025 | Beginning of the company's annual periods for which ASU 2023-09 (Income Tax Disclosures) is effective. |
| April 8, 2025 | Second purported securities class action complaint filed. |
| April 22, 2025 | Second derivative action complaint filed. |
| April 24, 2024 | President Biden signed a bill to force a sale of TikTok by January 19, 2025, or institute a ban. |
| May 19, 2025 | Third derivative lawsuit filed. |
| May 28, 2025 | Court consolidated the two putative securities class action suits; date of Merger Agreement for rhode acquisition. |
| July 3, 2025 | Court granted stipulation to consolidate derivative cases and appoint lead counsel. |
| July 4, 2025 | The One Big Beautiful Bill Act (OBBBA) was signed into law. |
| July 23, 2025 | Lead plaintiffs filed an amended consolidated complaint in the securities class action. |
| August 1, 2025 | Company raised prices globally for all products sold due to additional US tariffs; EU Artificial Intelligence Act (EU AI Act) entered into force. |
| August 5, 2025 | Consummated the acquisition of rhode; entered into the Fifth Amendment to Amended and Restated Credit Agreement, establishing a $600.0 million Term Facility. |
| September 5, 2025 | Defendants filed a motion to dismiss the amended consolidated complaint in the securities class action. |
| September 30, 2025 | FASB issued ASU 2025-06 (Intangibles Goodwill and Other Internal-Use Software). |
| December 31, 2025 | End of the quarterly period covered by this Form 10-Q. |
| January 22, 2026 | ByteDance finalized a deal to remove TikTok in the United States from China's control. |
| January 29, 2026 | Number of common stock shares outstanding was 59,052,239. |
| February 4, 2026 | Court granted defendants' motion to dismiss most claims in the securities class action, but found a claim adequately stated for statements made on November 20, 2024. |
| February 5, 2026 | Date of filing of this Quarterly Report on Form 10-Q. |
| March 3, 2026 | Maturity date of the Revolving Credit Facility and Term Facility. |
| March 4, 2026 | Deadline for plaintiffs to file a second amended complaint in the securities class action. |
| April 3, 2026 | Deadline for defendants' answer if plaintiffs do not amend their complaint. |
| April 1, 2027 | Beginning of the company's annual reporting period for which ASU 2024-03 (Expense Disaggregation Disclosure) is effective. |
| December 15, 2027 | Beginning of fiscal years for which ASU 2025-06 (Internal-Use Software) is effective. |
| April 1, 2028 | Beginning of the company's interim reporting periods for which ASU 2024-03 (Expense Disaggregation Disclosure) is effective. |
Recommendation
holdThe company demonstrates strong top-line growth, particularly in the recent quarter, driven by strategic acquisitions like rhode, which is a positive indicator of market expansion and brand appeal. The significant increase in net income for the three-month period is encouraging. However, the decline in net income for the nine-month period, coupled with increased debt and interest expenses, suggests profitability pressures and higher financial risk. Ongoing legal proceedings and the inherent risks associated with tariffs and supply chain dependencies introduce uncertainty. While the company's strategic direction and brand portfolio are strong, the mixed financial performance and elevated risk profile warrant a 'hold' recommendation, advising investors to monitor the integration of acquisitions, debt management, and the outcomes of legal and regulatory challenges before making further investment decisions.
Keywords
e.l.f. Beauty, ELF, Beauty Industry, Cosmetics, Skincare, rhode Acquisition, Naturium, SEC Filing, 10-Q, Financial Results, Net Sales, Net Income, Gross Margin, Operating Income, Debt, Share Repurchase, Legal Proceedings, Tariffs, Supply Chain, Corporate Governance, Risk Factors, AI, ESG, Hailey Bieber
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