elf-20250630

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

_______________________________________________________________

FORM 10-Q

_______________________________________________________________

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended June 30, 2025


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period from ______ to ______

Commission File Number: 001-37873

_______________________________________________________________

e.l.f. Beauty, Inc.

(Exact name of registrant as specified in its charter)

_______________________________________________________________


Delaware						46-4464131
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)


601 12th Street, 14th Floor
Oakland,	CA	94607

(Address of principal executive offices)(Zip code)

_______________________________________________________________


(510)			778-7787

(Registrant’s telephone number, including area code)

_______________________________________________________________


570 10th Street
Oakland	CA	94607

(Former name, former address and former fiscal year, if changed since last report)


Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	ELF	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☒	Accelerated filer	☐

Non- accelerated filer	☐	Smaller reporting company	☐

		Emerging growth company	☐

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No

The number of shares of the registrant’s common stock, par value $0.01 per share, outstanding as of July 31, 2025 was 56,734,903 shares.

CAUTIONARY NOTE ABOUT FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (this “Quarterly Report”) contains forward-looking statements within the meaning of the federal securities laws concerning our business, operations and financial performance and condition, as well as our plans, objectives and expectations for our business operations and financial performance and condition. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “aim,” “anticipate,” “assume,” “believe,” “contemplate,” “continue,” “could,” “due,” “estimate,” “expect,” “goal,” “intend,” “may,” “objective,” “plan,” “predict,” “potential,” “positioned,” “seek,” “should,” “target,” “will,” “would” and other similar expressions that are predictions of or indicate future events and future trends, or the negative of these terms or other comparable terminology. These forward-looking statements are based on management's current expectations, estimates, forecasts and projections about our business and the industry in which we operate and management’s beliefs and assumptions and are not guarantees of future performance or development and involve known and unknown risks, uncertainties and other factors that are in some cases beyond our control. Although we believe that the expectations reflected in the forward-looking statements contained herein are reasonable, our actual results and the timing of selected events may differ materially. Factors that may cause actual results to differ materially from current expectations include, among other things, those listed under “Risk factors” in Part II, Item 1A of this Quarterly Report and elsewhere in this Quarterly Report. 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 of this Quarterly Report. Except as required by law, we assume no obligation to update or revise these forward-looking statements for any reason, even if new information becomes available in the future.

SUMMARY OF MATERIAL RISKS ASSOCIATED WITH OUR BUSINESS

The principal risks and uncertainties affecting our business include the following:

•The beauty industry is highly competitive, and if we are unable to compete effectively our results will suffer.

•Our new product introductions may not be as successful as we anticipate.

•Any damage to our reputation or brands may materially and adversely affect our business, financial condition and results of operations.

•Our success depends, in part, on the quality, performance and safety of our products.

•We may not be able to successfully implement our growth strategy.

•Our growth and profitability are dependent on a number of factors, and our historical growth may not be indicative of our future growth.

•We may be unable to continue to grow our business effectively or efficiently, which would harm our business, financial condition and results of operations.

•We have significant operations in China, which exposes us to risks inherent in doing business in that country.

•Additional US tariffs or other restrictions placed on imports, retaliatory trade measures taken by other countries and resulting trade wars may have a material adverse impact on our financial condition and results of operations.

•Acquisitions or investments, such as our acquisition of rhode, could disrupt our business and harm our financial condition.

•A disruption in our operations, including a disruption in the supply chain for our products, could materially and adversely affect our business.

•We rely on a number of third-party suppliers, manufacturers, distributors and other vendors, and they may not continue to produce products or provide services that are consistent with our standards or applicable regulatory

requirements, which could harm our brands, cause consumer dissatisfaction, and require us to find alternative suppliers of our products or services.

•Adverse economic conditions in the United States or any of the other countries in which we conduct significant business could negatively affect our business, financial condition and results of operations.

•We depend on a limited number of retailers for a large portion of our net sales, and the loss of one or more of these retailers, or business challenges at one or more of these retailers, could adversely affect our results of operations.

•We are subject to international business uncertainties.

•If we are unable to protect our intellectual property, the value of our brands and other intangible assets may be diminished, and our business may be adversely affected.

•Our success depends on our ability to operate our business without infringing, misappropriating or otherwise violating the trademarks, patents, copyrights and other proprietary rights of third parties.

The summary risk factors described above should be read together with the text of the full risk factors below in the section titled “Risk factors” and the other information set forth in this Quarterly Report, including our unaudited condensed consolidated financial statements and the related notes, as well as in other documents that we file with the US Securities and Exchange Commission (the “SEC”). The risks summarized above or described in the section titled “Risk factors” are not the only risks that we face. Additional risks and uncertainties not precisely known to us or that we currently deem to be immaterial may also materially adversely affect our business, financial condition, results of operations and future growth prospects.

e.l.f. Beauty, Inc.

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PART I. FINANCIAL INFORMATION			5
Item 1. Financial statements (unaudited)			5
Condensed consolidated balance sheets			5
Condensed consolidated statements of operations			6

Condensed consolidated statements of comprehensive income			7
Condensed consolidated statements of stockholders’ equity			8
Condensed consolidated statements of cash flows			9
Notes to condensed consolidated financial statements (unaudited)			10

Item 2. Management’s discussion and analysis of financial condition and results of operations			22

Item 3. Quantitative and qualitative disclosures about market risk			27

Item 4. Controls and procedures			28

PART II. OTHER INFORMATION			29

Item 1. Legal proceedings			29

Item 1A. Risk factors			29

Item 2. Unregistered sales of equity securities and use of proceeds			59

Item 3. Defaults upon senior securities			59

Item 4. Mine safety disclosures			59

Item 5. Other information			60

Item 6. Exhibits			61

SIGNATURES			62

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PART I. FINANCIAL INFORMATION

Item 1. Financial statements (unaudited)

e.l.f. Beauty, Inc. and subsidiaries

Condensed consolidated balance sheets

(unaudited)

(in thousands, except share and per share data)


	June 30, 2025		March 31, 2025		June 30, 2024
Assets
Current assets:
Cash and cash equivalents	$	170,029	$	148,692	$	109,034
Accounts receivable, net	173,352		126,010		155,701
Inventory, net	170,379		187,170		199,563
Prepaid expenses and other current assets	88,766		78,688		66,162
Total current assets	602,526		540,560		530,460
Property and equipment, net	39,182		28,787		14,040
Intangible assets, net	203,348		207,698		220,745
Goodwill	340,582		340,582		340,600
Other assets	129,258		130,548		98,987
Total assets	$	1,314,896	$	1,248,175	$	1,204,832

Liabilities and stockholders' equity
Current liabilities:
Current portion of long-term debt	$	—	$	—	$	102,938
Accounts payable	74,603		72,180		79,989
Accrued expenses and other current liabilities	110,136		104,876		116,878
Total current liabilities	184,739		177,056		299,805
Long-term debt	256,676		256,676		159,234
Deferred tax liabilities	17,009		3,812		7,910
Long-term operating lease obligations	50,351		48,721		33,637
Other long-term liabilities	1,269		1,055		656
Total liabilities	510,044		487,320		501,242

Commitments and contingencies (Note 7)

Stockholders' equity:
Common stock, par value of $0.01 per share; 250,000,000 shares authorized as of June 30, 2025, March 31, 2025 and June 30, 2024; 56,734,903, 55,730,037 and 56,387,461 shares issued and outstanding as of June 30, 2025, March 31, 2025 and June 30, 2024, respectively	566		556		563
Additional paid-in capital	952,015		942,025		949,817
Accumulated other comprehensive income (loss)	1,207		521		(9)
Accumulated deficit	(148,936)		(182,247)		(246,781)
Total stockholders' equity	804,852		760,855		703,590
Total liabilities and stockholders' equity	$	1,314,896	$	1,248,175	$	1,204,832

The accompanying notes are an integral part of these condensed consolidated financial statements.

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e.l.f. Beauty, Inc. and subsidiaries

Condensed consolidated statements of operations

(unaudited)

(in thousands, except share and per share data)


	Three months ended June 30,
		2025		2024
Net sales		$	353,739	$	324,477
Cost of sales		109,198		93,194
Gross profit		244,541		231,283
Selling, general and administrative expenses		195,832		180,575

Operating income		48,709		50,708
Other income, net		5,037		187

Interest expense, net		(2,632)		(3,665)

Income before provision for income taxes		51,114		47,230
Income tax (provision) benefit		(17,803)		325
Net income		$	33,311	$	47,555

Net income per share:
Basic		$	0.59	$	0.85
Diluted		$	0.58	$	0.81
Weighted average shares outstanding:
Basic		56,328,483		55,973,914
Diluted		57,675,035		58,551,423

The accompanying notes are an integral part of these condensed consolidated financial statements.

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e.l.f. Beauty, Inc. and subsidiaries

Condensed consolidated statements of comprehensive income

(unaudited)

(in thousands)


	Three months ended June 30,
		2025		2024
Net income		$	33,311	$	47,555
Other comprehensive income, net of tax
Foreign currency translation adjustment		686		41
Other comprehensive income, net of tax		686		41
Comprehensive income		$	33,997	$	47,596

The accompanying notes are an integral part of these condensed consolidated financial statements.

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e.l.f. Beauty, Inc. and subsidiaries

Condensed consolidated statements of stockholders’ equity

(unaudited)

(in thousands, except share data)


	Common stock			Additional paid-in capital		Accumulated other comprehensive income (loss)		Accumulated deficit		Total stockholders' equity
	Shares	Amount
Balance as of March 31, 2025	55,730,037	$	556	$	942,025	$	521	$	(182,247)	$	760,855
Net income	—	—		—		—		33,311		33,311
Stock-based compensation	—	—		9,879		—		—		9,879
Exercise of stock options and vesting of restricted stock	1,004,866	10		111		—		—		121
Foreign currency translation adjustment	—	—		—		686		—		686
Balance as of June 30, 2025	56,734,903	$	566	$	952,015	$	1,207	$	(148,936)	$	804,852


	Common stock			Additional paid-in capital		Accumulated other comprehensive loss		Accumulated deficit		Total stockholders' equity
	Shares	Amount
Balance as of March 31, 2024	55,508,536	$	555	$	936,403	$	(50)	$	(294,336)	$	642,572
Net income	—	—		—		—		47,555		47,555
Stock-based compensation	—	—		12,958		—		—		12,958
Exercise of stock options and vesting of restricted stock	878,925	8		456		—		—		464

Foreign currency translation adjustment	—	—		—		41		—		41
Balance as of June 30, 2024	56,387,461	$	563	$	949,817	$	(9)	$	(246,781)	$	703,590

The accompanying notes are an integral part of these condensed consolidated financial statements.

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e.l.f. Beauty, Inc. and subsidiaries

Condensed consolidated statements of cash flows

(unaudited)

(in thousands)


	Three months ended June 30,
	2025		2024
Cash flows from operating activities:
Net income	$	33,311	$	47,555
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	13,192		9,058

Non-cash lease expense	2,843		2,076
Stock-based compensation expense	9,868		12,964
Amortization of debt issuance costs and discount on debt	134		138
Deferred income taxes	14,216		5,108




Other, net	911		(127)
Changes in operating assets and liabilities:
Accounts receivable	(46,170)		(31,815)
Inventory	18,684		(8,074)
Prepaid expenses and other assets	(16,332)		(30,500)
Accounts payable and accrued expenses	(1,542)		(3,107)
Other liabilities	(1,882)		(1,995)
Net cash provided by operating activities	27,233		1,281

Cash flows from investing activities:

Purchase of property and equipment	(7,095)		(786)

Other, net	(464)		(93)
Net cash used in investing activities	(7,559)		(879)

Cash flows from financing activities:






Cash received from issuance of common stock	121		464



Other, net	—		(56)
Net cash provided by financing activities	121		408

Effect of exchange rate changes on cash and cash equivalents	1,542		41

Net increase in cash and cash equivalents	21,337		851
Cash and cash equivalents - beginning of period	148,692		108,183
Cash and cash equivalents - end of period	$	170,029	$	109,034

The accompanying notes are an integral part of these condensed consolidated financial statements.

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e.l.f. Beauty, Inc. and subsidiaries

Notes to condensed consolidated financial statements (unaudited)

Note 1—Nature of operations

e.l.f. Beauty, Inc., a Delaware corporation (“e.l.f. Beauty” and together with its subsidiaries, the “Company”), is a multi-brand beauty company that offers inclusive, accessible, clean, vegan and cruelty free cosmetics and skin care products. The Company's mission is to make the best of beauty accessible to every eye, lip and face.

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.

The Company’s family of brands includes e.l.f. Cosmetics, e.l.f. SKIN, Naturium, Well People and Keys Soulcare. The Company’s brands are available online and across leading beauty, mass-market and specialty retailers. The Company has strong relationships with its retail customers such as Target, Walmart, Ulta Beauty, Amazon and other leading retailers that have enabled the Company to expand distribution both domestically and internationally.

Note 2—Summary of significant accounting policies

Basis of presentation

The accompanying unaudited condensed consolidated financial statements and related notes have been prepared in accordance with US generally accepted accounting principles (“US GAAP”) for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and note disclosures normally included in the Company’s annual financial statements prepared in accordance with US GAAP have been condensed or omitted pursuant to such rules and regulations. In the opinion of the Company, these interim financial statements contain all adjustments, including normal recurring adjustments, necessary for a fair statement of its financial position as of June 30, 2025, March 31, 2025 and June 30, 2024, and its results of operations and stockholders' equity for the three months ended June 30, 2025 and June 30, 2024 and its cash flows for the three months ended June 30, 2025 and June 30, 2024. All intercompany balances and transactions have been eliminated in consolidation.

These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2025 (the “Annual Report”). Operating results for the interim periods are not necessarily indicative of the results that may be expected for the full year.

Reclassifications

Certain prior period amounts in the unaudited condensed consolidated statements of cash flows have been reclassified to conform with the current period presentation.

Use of estimates

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.

Property and equipment and other assets

Property and equipment is stated at cost and is depreciated on a straight-line basis over the estimated useful lives of the assets. Leasehold improvements are amortized on a straight-line basis over the shorter of the lease term or the useful lives of the assets up to five years. Repairs and maintenance expenditures are expensed as incurred.

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Useful lives by major asset class are as follows:


			Estimated useful lives
Machinery, equipment and software			2 - 5 years
Leasehold improvements			up to 5 years
Furniture and fixtures			3 - 5 years
Store fixtures			1 - 3 years

As of June 30, 2025 and June 30, 2024, included in other assets are retail product displays, net, of $68.9 million and $55.3 million, respectively, that are generally amortized over a period of three years. Amortization expense for retail product displays was $7.6 million and $3.7 million for the three months ended June 30, 2025 and June 30, 2024, respectively.

As of June 30, 2025 and June 30, 2024, included in prepaid expenses and other current assets are internal-use software costs related to cloud applications, net, of $56.3 million and $36.4 million, respectively, that are generally amortized over a period of three years. Amortization expense for internal-use software costs related to cloud applications was $1.6 million and $1.3 million for the three months ended June 30, 2025 and June 30, 2024, respectively.

Segment reporting

Operating segments are components of an enterprise for which separate financial information is available that is evaluated by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources and in assessing performance. Utilizing these criteria, the Company manages its business on the basis of one operating segment and one reportable segment. It is impracticable for the Company to provide revenue by product line.

The Company’s CODM, who is the Chief Executive Officer, assesses performance of the segment and decides how to allocate resources based on consolidated net income as reported on the statements of operations. The CODM reviews measures of segment profits or loss by comparing budgeted verses actual and forecasted results, for purposes of assessing performance, allocating resources and making decisions. See Note 13, “Segment information,” in these Notes to our unaudited condensed consolidated financial statements for additional information about the Company’s reported segment revenue, significant segment expenses and segment net income.

The measure of segment assets is reported on the balance sheet as total consolidated assets.

The following table provides disaggregated revenue from contracts with customers by geographical market, as the nature, amount, timing and uncertainty of revenue and cash flows can differ between domestic and international customers (in thousands).


	Three months ended June 30,
Net sales by geographic region:		2025		2024
United States		$	284,609	$	271,367
International		69,130		53,110
Total net sales		$	353,739	$	324,477

Significant accounting policies

The Company made no material changes in the application of its significant accounting policies that were disclosed in Note 2, “Summary of significant accounting policies,” to the audited consolidated financial statements as of and for the fiscal year ended March 31, 2025 included in the Annual Report.

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Business combinations

The purchase price of a business acquisition is allocated to the assets acquired and liabilities assumed based upon their estimated fair values at the business combination date. The excess of purchase price over the fair value of assets acquired and liabilities assumed is recorded as goodwill. Determining fair value of identifiable assets, particularly intangibles, and liabilities acquired also requires the Company to make estimates, which are based on all available information and in some cases assumptions with respect to the timing and amount of future revenues and expenses associated with an asset. Unanticipated events or circumstances may occur that could affect the accuracy of the Company’s fair value estimates, and under different assumptions, the resulting valuations could be materially different.

Costs that are incurred to complete the business combination, such as legal and other professional fees, are not considered as a part of consideration transferred and are charged to selling, general and administrative expense as they are incurred.

Revenue recognition

The Company distributes products both through national and international retailers, as well as direct-to-consumers through its e-commerce channel. The marketing and consumer engagement benefits that the direct-to-consumer channel provides are integral to the Company’s brand and product development strategy and drive sales across channels. As such, the Company views its two primary distribution channels as components of one integrated business, as opposed to discrete revenue streams.

The Company sells a variety of beauty products but does not consider them to be meaningfully different revenue streams given similarities in the nature of the products, the target consumer and the innovation and distribution processes. See the Segment Reporting section above for the table providing disaggregated revenue from contracts with customers by geographical market, as the nature, amount, timing and uncertainty of revenue and cash flows can differ between domestic and international customers.

As of June 30, 2025, other than accounts receivable, the Company had no material contract assets, contract liabilities or deferred contract costs recorded on its unaudited condensed consolidated balance sheet.

Recent accounting pronouncements

New accounting pronouncements issued but not yet adopted

In December 2023, the Financial Accounting Standard Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Improvements to Income Tax Disclosures (Topic 740). The standard requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The standard is intended to benefit investors by providing more detailed income tax disclosures that would be useful in making capital allocation decisions. The new requirements apply to all entities subject to income taxes and will be effective for the Company’s annual periods beginning April 1, 2025. The guidance will be applied on a prospective basis with the option to apply the standard retrospectively and early adoption is permitted. The Company expects ASU 2023-09 to only impact its disclosures with no impacts to the Company’s results of operations, cash flows, and financial condition.

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosure (subtopic 220-40). The standard requires additional disclosures, in the notes to the financial statements, of specified information about certain costs and expenses included in the captions presented on the face of the income statement. The new guidance is effective for the Company’s annual reporting beginning April 1, 2027, and the interim reporting periods beginning April 1, 2028. The guidance will be applied on a prospective basis with the option to apply the standard retrospectively and early adoption is permitted. The Company expects ASU 2024-03 to only impact its disclosures with no impacts to the Company’s results of operations, cash flows, and financial condition.

Note 3—Acquisition

On October 4, 2023, the Company, through its wholly owned subsidiary, e.l.f. Cosmetics, Inc., completed its acquisition of Naturium LLC (“Naturium”) (including the indirect acquisition of equity interests in Naturium through the purchase of TCB-N Prelude Blocker Corp., a holding company) (the “Acquisition”), which furthered the Company’s mission to make the best of beauty accessible to every eye, lip, face and skin concern. Naturium is a skin care company that provides clinically effective products at an affordable price. The Company directly and indirectly acquired all rights, title and interest in and to the outstanding equity securities of Naturium for a purchase price of $333.0 million in a combination of cash and Company stock.

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The following table summarizes the fair market value of the consideration transferred and how the Company calculates the goodwill resulting from the Acquisition (in thousands):


Cash consideration			$	275,266
Equity consideration (common stock issued)(1)			57,772
Total consideration transferred			333,038
Less: Net assets acquired
Net assets acquired, excluding liability assumed for acquisition-related seller expenses	$	174,625
Liability assumed for acquisition-related seller expenses(2)	(10,549)
Net assets acquired			(164,076)
Goodwill			$	168,962

(1) The fair market value of the $57.8 million common stock issued (equivalent to 577,659 shares of common stock) was determined on the basis of the opening market price of the Company’s stock of $100.01 per share on the acquisition date.

(2) In connection with the Acquisition, the Company paid Naturium’s acquisition-related expenses of $10.5 million recognized as an assumed liability at the acquisition date.

The Company incurred and expensed acquisition transaction costs $0.4 million during the three months ended June 30, 2024, which are included as a component of selling, general and administrative expenses in the condensed consolidated statements of operations. No acquisition transaction costs were incurred during the three months ended June 30, 2025.

The Acquisition has been accounted for as a business combination under the acquisition method and, accordingly, the total purchase price is allocated to the tangible and intangible assets acquired and the liabilities assumed based on their respective fair values on the acquisition date. The purchase price allocation, deferred tax calculations and residual goodwill were finalized during the quarter ended September 30, 2024. Naturium’s results of operations have been included in the Company's condensed consolidated financial statements from the date of acquisition.

The following table presents the purchase price allocation recorded in the Company's condensed consolidated balance sheet on the acquisition date and upon finalization during the quarter ended September 30, 2024. The adjustment reflects finalization of purchase accounting for facts and circumstances that existed upon the acquisition date as follows (in thousands):


Cash	$	293
Accounts receivable	7,388
Inventory	16,236
Prepaid expenses and other current assets	1,899

Goodwill(1)	168,962
Intangible assets	162,100
Total assets acquired	356,878
Accounts payable	(15,897)
Accrued expenses and other current liabilities	(6,025)
Net deferred tax liability	(1,918)
Total liabilities assumed	(23,840)
Total purchase price	$	333,038

(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 the Company’s expectation that Naturium can continue to expand distribution and deliver new skin care products. A substantial amount of the goodwill is expected to be deductible for tax purposes.

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Intangible assets

The estimated fair values (all considered level 3 measurements) of the identifiable intangible assets acquired as of the acquisition date, their estimated useful lives and fair value methodology are as follows:


	Fair Value		Estimated Useful Life
	(in thousands)		(in years)	Fair Value Methodology
Customer relationships – retailers	$	20,000	10	Excess earnings method
Customer relationships – e-commerce	17,600		3	Excess earnings method and with and without method
Trademarks	124,500		15	Relief from Royalty method
Total identified intangible assets	$	162,100

Note 4—Goodwill and intangible assets

Information regarding the Company’s goodwill and intangible assets as of June 30, 2025 is as follows (in thousands):


	Estimated useful life	Gross carrying amount		Accumulated amortization		Net carrying amount
Customer relationships – retailers	10 years	$	97,600	$	(76,993)	$	20,607
Customer relationships – e-commerce	3 years	21,540		(14,207)		7,333
Trademarks	10 to 15 years

SEC Form 10-Q filed by e.l.f. Beauty Inc.