e.l.f. Beauty (ELF) 10-Q 12 May 17 2017 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2017	May 01, 2017
Document And Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2017
Document Fiscal Year Focus	2,017
Document Fiscal Period Focus	Q1
Trading Symbol	ELF
Entity Registrant Name	e.l.f. Beauty, Inc.
Entity Central Index Key	1,600,033
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding		45,667,437

Condensed consolidated balance

Condensed consolidated balance sheets (unaudited) - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016
Current assets:
Cash	$ 5,376	$ 15,295
Accounts receivable, net	29,135	37,825
Inventories	76,904	69,397
Prepaid expenses and other current assets	4,084	2,387
Total current assets	115,499	124,904
Property and equipment, net	16,277	17,151
Intangible assets, net	111,144	113,003
Goodwill	157,264	157,264
Other assets	1,187	2,407
Total assets	401,371	414,729
Current liabilities:
Current portion of long-term debt and capital lease obligations	23,656	8,650
Accounts payable	19,861	37,944
Accrued expenses and other current liabilities	16,423	33,676
Total current liabilities	59,940	80,270
Long-term debt and capital lease obligations	154,186	156,177
Deferred tax liabilities	34,384	34,212
Other long-term liabilities	3,213	3,208
Total liabilities	251,723	273,867
Commitments and contingencies (Note 6)
Stockholders' equity:
Common stock, par value of $0.01 per share; 250,000,000 shares authorized as of December 31, 2016 and March 31, 2017; 45,276,137 and 45,655,937 shares issued and outstanding as of December 31, 2016 and March 31, 2017, respectively	454	438
Additional paid-in capital	707,480	700,871
Accumulated deficit	(558,286)	(560,447)
Total stockholders' equity	149,648	140,862
Total liabilities, convertible preferred stock and stockholders' equity	$ 401,371	$ 414,729

Condensed consolidated balance3

Condensed consolidated balance sheets (unaudited) (Parenthetical) - $ / shares	Mar. 31, 2017	Dec. 31, 2016
Statement Of Financial Position [Abstract]
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	250,000,000	250,000,000
Common stock, shares issued	45,655,937	45,276,137
Common stock, shares outstanding	45,655,937	45,276,137

Condensed consolidated statemen

Condensed consolidated statements of operations (unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Income Statement [Abstract]
Net sales	$ 60,574	$ 52,673
Cost of sales	22,346	23,373
Gross profit	38,228	29,300
Selling, general, and administrative expenses	33,005	23,109
Operating income	5,223	6,191
Other income (expense), net	(799)	3,590
Interest expense, net	(2,156)	(3,061)
Income before provision for income taxes	2,268	6,720
Provision for income taxes	(108)	(2,916)
Net income	2,160	3,804
Comprehensive income	$ 2,160	$ 3,804
Net income (loss) per share (Note 8):
Basic	$ 0.05	$ (69.57)
Diluted	$ 0.04	$ (69.57)
Weighted average shares outstanding (Note 8):
Basic	44,099,338	490,760
Diluted	49,477,874	490,760

Condensed consolidated stateme5

Condensed consolidated statements of cash flows (unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Cash flows from operating activities:
Net income	$ 2,160	$ 3,804
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Amortization of intangible assets	1,859	2,068
Depreciation of property and equipment	1,800	912
Stock-based compensation expense	2,404	187
Amortization of debt issuance costs and discount on debt	202	264
Deferred income taxes	(35)	(19)
Loss on disposal of fixed assets	131	117
Loss/(gain) on foreign currency forward contracts		(5,856)
Other, net	199	24
Changes in operating assets and liabilities:
Accounts receivable	8,480	(1,617)
Inventories	(7,496)	2,852
Prepaid expenses and other assets	(304)	415
Accounts payable and accrued expenses	(31,449)	7,355
Other liabilities	6	792
Net cash provided by (used in) operating activities	(22,043)	11,298
Cash flows from investing activities:
Purchase of property and equipment	(676)	(1,921)
Net cash used in investing activities	(676)	(1,921)
Cash flows from financing activities:
Proceeds from revolving line of credit	15,000
Repayment of revolving line of credit		(7,700)
Repayment of long term debt	(2,063)	(656)
Cash received from issuance of common stock	146	749
Deferred offering costs paid	(193)	(965)
Other, net	(90)
Net cash provided by (used in) financing activities	12,800	(8,572)
Net increase (decrease) in cash	(9,919)	805
Cash - beginning of period	15,295	14,004
Cash - end of period	$ 5,376	$ 14,809

Nature of Operations

Nature of Operations	3 Months Ended
	Mar. 31, 2017
Organization Consolidation And Presentation Of Financial Statements [Abstract]
Nature of operations	Note 1 ̶ Nature of operations e.l.f. Beauty, Inc. and subsidiaries (the “Company,” “we,” “us,” “its” and “our”) was formed as a Delaware corporation on December 20, 2013 under the name J.A. Cosmetics Holdings, Inc. In April 2016, the Company changed its name to e.l.f. Beauty, Inc. The Company and its subsidiaries conduct business under the name e.l.f. Cosmetics, and offer high-quality, prestige-inspired products for eyes, lips and face to consumers through its retail customers, e.l.f. stores and e-commerce channels.

Summary of Significant Accounti

Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2017
Accounting Policies [Abstract]
Summary of significant accounting policies	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 U.S. generally accepted accounting principles (“US GAAP”) for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). In the opinion of the Company, these interim financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of its financial position as of March 31, 2017, and its results of operations for the three months ended March 31, 2017, and cash flows for the three months ended March 31, 2017. The condensed consolidated balance sheet at December 31, 2016, was derived from audited annual financial statements, but does not contain all of the footnote disclosures from the annual financial statements. 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 as of and for the year ended December 31, 2016 and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 (the “Annual Report”). Operating results for the interim periods are not necessarily indicative of the results that may be expected for the full year. 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 and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. 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 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. Significant accounting policies The Company made no significant 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 year ended December 31, 2016 included in the Annual Report. The Company has prepared the accompanying unaudited condensed consolidated financial statements on the same basis as the audited consolidated financial statements included in the Annual Report. Recent accounting pronouncements The following table provides a brief description of recent accounting pronouncements that could have a material effect on the Company’s financial statements: Standard Description Date of expected adoption/adoption Effect on the financial statements or other significant matters Standards that are not yet adopted ASU 2014-09, Revenue from Contracts with Customers (Topic 606) The standard will replace existing revenue recognition standards and significantly expand the disclosure requirements for revenue arrangements. It may be adopted either retrospectively or on a modified retrospective basis to new contracts and existing contracts with remaining performance obligations as of the effective date. January 1, 2018 The Company expects the standard to impact the methods used to reserve for discounts, refunds and other customer incentives, which may impact the timing of revenue recognition. The Company is currently evaluating the alternative methods of adoption, as well as other possible impacts of the adoption of this standard on its consolidated financial statements and related disclosures. ASU 2015-14 , Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date In August 2015, the FASB issued ASU 2015-14, which deferred the effective date from annual periods beginning on or after December 15, 2016 to annual periods beginning on or after December 15, 2017. ASU 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net) ASU 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing ASU 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients In March, April and May 2016, the FASB issued ASU 2016-08, ASU 2016-10 and ASU 2016-12. These standards provide supplemental adoption guidance and clarification to ASU 2014-09, and must be adopted concurrently with the adoption of ASU 2014-09. ASU 2016-02, Leases (Topic 842) The standard will require lessees to recognize a right-of-use asset and a lease liability for virtually all of their leases (other than leases that meet the definition of a short-term lease). The liability will be equal to the present value of lease payments. The asset will be based on the liability, subject to adjustment, such as for initial direct costs. Lessor accounting is similar to the current model, but updated to align with certain changes to the lessee model (e.g., certain definitions, such as initial direct costs, have been updated) and the new revenue recognition standard. It requires a modified retrospective approach for all leases existing at, or entered into after, the date of initial application. January 1, 2019 The Company is currently evaluating the effect of the standard on its financial statements and related disclosures.

Goodwill and Intangible Assets

Goodwill and Intangible Assets	3 Months Ended
	Mar. 31, 2017
Goodwill And Intangible Assets Disclosure [Abstract]
Goodwill and intangible assets	Note 3 ̶ Goodwill and intangible assets Information regarding the Company’s goodwill and intangible assets as of December 31, 2016, is as follows (in thousands): Estimated useful life Gross carrying amount Accumulated amortization Net carrying amount Customer relationships – retailers 10 years $ 68,800 $ (20,067 ) $ 48,733 Customer relationships – e-commerce 3 years 3,900 (3,736 ) 164 Favorable leases, net Varies 580 (274 ) 306 Total finite-lived intangibles 73,280 (24,077 ) 49,203 Trademarks Indefinite 63,800 - 63,800 Goodwill 157,264 - 157,264 Total goodwill and other intangibles $ 294,344 $ (24,077 ) $ 270,267 Information regarding the Company’s goodwill and intangible assets as of March 31, 2017, is as follows (in thousands): Estimated useful life Gross carrying amount Accumulated amortization Net carrying amount Customer relationships – retailers 10 years $ 68,800 $ (21,787 ) $ 47,013 Customer relationships – e-commerce 3 years 3,900 (3,850 ) 50 Favorable leases, net Varies 580 (299 ) 281 Total finite-lived intangibles 73,280 (25,936 ) 47,344 Trademarks Indefinite 63,800 - 63,800 Goodwill 157,264 - 157,264 Total goodwill and other intangibles $ 294,344 $ (25,936 ) $ 268,408 Amortization expense related to intangible assets was $2.1 million and $1.9 million in the three months ended March 31, 2016 and 2017, respectively. Trademark assets have been classified as indefinite-lived intangible assets and accordingly, are not subject to amortization. Future amortization expense for intangible assets as of March 31, 2017 is as follows (in thousands): Remainder of 2017 $ 5,262 2018 7,007 2019 6,982 2020 6,880 2021 6,880 Thereafter 14,333 Total $ 47,344 No impairments of goodwill or intangible assets were recorded in the three months ended March 31, 2016 and 2017.

Accrued Expenses

Accrued Expenses	3 Months Ended
	Mar. 31, 2017
Payables And Accruals [Abstract]
Accrued expenses	Note 4 ̶ Accrued expenses Accrued expenses as of December 31, 2016 and March 31, 2017 consisted of the following (in thousands): December 31, 2016 March 31, 2017 Accrued expenses $ 9,537 $ 5,760 Other current liabilities 9,249 4,768 Accrued compensation 7,111 2,274 Early exercised option deposit liability 4,074 - Income taxes payable 3,705 3,621 Accrued expenses and other current liabilities $ 33,676 $ 16,423

Debt

Debt	3 Months Ended
	Mar. 31, 2017
Debt Disclosure [Abstract]
Debt	Note 5 ̶ Debt The Company’s outstanding debt as of December 31, 2016 and March 31, 2017 consisted of the following (in thousands): December 31, 2016 March 31, 2017 Revolving credit facility (1) $ - $ 15,000 Term loan (1) 162,627 160,700 Capital lease obligations 2,766 2,676 Total debt (2) 165,393 178,376 Less: debt issuance costs (566 ) (534 ) Total debt, net of issuance costs 164,827 177,842 Less: current portion (8,650 ) (23,656 ) Long-term portion of debt $ 156,177 $ 154,186 (1) (2)

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2017
Commitments And Contingencies Disclosure [Abstract]
Commitments and contingencies	Note 6 ̶ Commitments and contingencies Operating leases The Company leases office, retail and warehouse space in New York, New Jersey, California and China from third parties under non-cancelable operating leases that provide for minimum base rental payments (excluding taxes and other charges). The leases expire between 2018 and 2026. Total rent expense was $0.8 million and $1.2 million for the three months ended March 31, 2016 and 2017, respectively. Future minimum lease payments under the operating leases are as follows (in thousands): Remainder of 2017 $ 3,579 2018 4,726 2019 4,636 2020 4,188 2021 3,294 Thereafter 10,103 Total $ 30,526 Legal contingencies From time to time, the Company may become involved in legal proceedings, claims and litigation arising in the ordinary course of business. Management is not currently aware of any matters that it expects will have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows.

Stock-based Compensation

Stock-based Compensation	3 Months Ended
	Mar. 31, 2017
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]
Stock-based compensation	Note 7 ̶ Stock-based compensation Early exercise of stock options Stock options granted pursuant to the Company’s 2014 Equity Incentive Plan (the “2014 Plan”) permit certain management-level option holders and directors to elect to exercise unvested options prior to vesting (“early exercise”). In the event of termination of the option holder’s employment or directorship, all unvested shares issued upon the early exercise, so long as they remain unvested, are subject to repurchase by the Company at the lower of the original exercise price or the fair market value of a share of common stock on the date of termination. Consistent with authoritative guidance, early exercises are not considered substantive exercises for accounting purposes. Cash received for the exercise of unvested options is recorded as a liability, which is released to additional paid-in capital at each reporting date as the shares vest. A total of 1,522,826 shares subject to early exercised options vested during the three months ended March 31, 2017 and the associated deposit liability of $4.1 million was reclassified to additional paid-in capital. As of March 31, 2017, no early exercised options remain unvested. Stock options Service-based vesting options The following table summarizes the activity for options that vest solely based upon the satisfaction of a service condition for the three months ended March 31, 2017: Options outstanding Weighted-average exercise price Weighted-average remaining contractual life (in years) Aggregate intrinsic values (in thousands) Balance as of December 31, 2016 3,168,967 $ 8.55 Granted 166,200 26.88 Exercised (77,600 ) 1.84 Forfeited (104,034 ) 18.06 Cancelled - - Balance as of March 31, 2017 3,153,533 $ 9.37 8.2 $ 61,269 Exercisable, March 31, 2017 1,166,100 $ 1.94 6.4 $ 31,325 The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the fair market value of a share of common stock of $28.80 on March 31, 2017. Stock-based compensation cost related to service-based vesting options was $0.2 million and $0.5 million in the three months ended March 31, 2016 and 2017, respectively. As of March 31, 2017, there was $9.4 million in unrecognized stock-based compensation cost related to unvested service-based stock options, which is expected to be recognized over a weighted-average period of 3.7 years. All stock-based compensation expense is recorded in selling, general and administrative expenses. Performance-based and market-based vesting options The following table summarizes the activity for options that vest based upon the satisfaction of performance or market conditions for the three months ended March 31, 2017: Options outstanding Weighted-average exercise price Weighted-average remaining contractual life (in years) Aggregate intrinsic values (in thousands) Balance as of December 31, 2016 3,836,107 $ 2.46 Granted 463,200 27.02 Exercised (1,522,826 ) 2.68 Forfeited (39,900 ) 28.94 Cancelled - - Balance as of March 31, 2017 2,736,581 $ 6.11 8.0 $ 62,101 The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the fair market value of a share of common stock of $28.80 on March 31, 2017. Prior to the initial public offering, the Company granted options that vested based upon the achievement of both a performance and market condition. The performance condition was based on the occurrence of a liquidity event, and was satisfied in connection with the initial public offering in September 2016. The market condition was based upon the achievement of a minimum rate of return from the liquidity event, and was satisfied in March 2017. Accordingly, all such outstanding options vested in March 2017. In February 2017, the Company granted options that vest based upon the achievement of specified stock prices. The fair values and derived service periods were determined using a Monte Carlo simulation model. If the awards vest prior to the end of the derived service period, the remaining unamortized compensation cost will be recognized in the period of vesting. In the three months ended March 31, 2017, the Company recognized $0.8 million in stock-based compensation cost related to performance-based and market-based vesting options. As of March 31, 2017, there was $4.0 million in unrecognized stock-based compensation cost related to unvested performance-based and market-based stock options, which is expected to be recognized over a weighted-average period of 1.1 years. Restricted stock The following table summarizes the activities for restricted stock awards (“RSAs”) and restricted stock units (“RSUs”) for the three months ended March 31, 2017: Shares of restricted stock outstanding Weighted-average grant date fair value Balance as of December 31, 2016 586,224 $ 17.00 Granted 793,300 26.98 Vested - - Forfeited (95,384 ) 23.52 Cancelled - - Balance as of March 31, 2017 1,284,140 $ 22.68 As of March 31, 2017, there were 302,200 unvested shares subject to RSAs outstanding. In the three months ended March 31, 2017, the Company recognized $1.1 million in stock-based compensation cost related to RSAs and RSUs. As of March 31, 2017, there was $27.4 million in unrecognized stock-based compensation cost related to unvested RSAs and RSUs, which is expected to be recognized over a weighted-average period of 3.7 years.

Net Income (Loss) Per Share

Net Income (Loss) Per Share	3 Months Ended
	Mar. 31, 2017
Earnings Per Share [Abstract]
Net income (loss) per share	Note 8 ̶ Net income (loss) per share The Company computes basic earnings per share using the weighted average number of common shares outstanding. As the Company incurred a net loss attributable to common stockholders during the three months ended March 31, 2016, basic and diluted weighted average shares outstanding are the same in that period. A portion of the net loss attributable to common stockholders in prior periods reflects the accretion of preferred stock to the maximum redemption value. All outstanding shares of convertible preferred stock converted to common stock and the accreted value was reclassified into common stock and additional paid-in capital in the three months ended September 30, 2016. The following is a reconciliation of the numerator and denominator in the basic and diluted net income (loss) per common share computations (in thousands, except share and per share data): Three months ended March 31, 2016 2017 Numerator: Net income $ 3,804 $ 2,160 Adjustments to numerator: Accretion of convertible preferred stock to maximum redemption value (37,947 ) - Net income (loss) attributable to common stockholders $ (34,143 ) $ 2,160 Denominator: Weighted average common shares outstanding - basic 490,760 44,099,338 Diluted common equivalents from stock options - 5,119,598 Diluted common equivalents from restricted stock units - 255,485 Diluted common equivalents from restricted stock awards - 3,453 Weighted average common shares outstanding - diluted 490,760 49,477,874 Net income (loss) per share: Basic $ (69.57 ) $ 0.05 Diluted $ (69.57 ) $ 0.04 Anti-dilutive securities excluded from diluted EPS: Stock options 7,487,375 620,000 Common shares underlying convertible preferred stock 37,271,375 - Restricted stock units - 50,000 Total 44,758,750 670,000

Income Taxes

Income Taxes	3 Months Ended
	Mar. 31, 2017
Income Tax Disclosure [Abstract]
Income Taxes	Note 9–Income taxes We estimate our annual effective income tax rate at the end of each quarterly period. This estimate takes into account the mix of expected income or loss before income taxes by tax jurisdiction and enacted changes in tax laws. Our quarterly tax provision and quarterly estimate of the annual effective tax rate is subject to significant volatility due to several factors, including having to forecast income or loss before income taxes by jurisdiction prior to the completion of the full year, changes in non-deductible expenses or discrete items, as well as the actual amount of income or loss before income taxes. For example, the impact of discrete items on our effective tax rate is greater when income or loss before income taxes is lower. The effective tax rate for the three months ended March 31, 2016 and 2017, was 43.4% and 4.8%, respectively. The change in the Company's effective tax rate for the three months ended March 31, 2017 compared to the same period in 2016 was primarily due to changes in the actual amount of pretax income generated in each period, as well as the impact of discrete items, such as stock option exercises, which generated a tax benefit of $0.8 million in the three months ended March 31, 2017.

Related Party Transactions

Related Party Transactions	3 Months Ended
	Mar. 31, 2017
Related Party Transactions [Abstract]
Related Party Transactions	Note 10 ̶ Related party transactions On October 11, 2016, the Company entered into a sublease agreement with Fit for Life, LLC pursuant to which the Company subleased certain office and showroom space in New York, New York. Joseph A. Shamah, a former member of the Company’s Board of Directors and a director and stockholder of J.A. Cosmetics Corp., the holder of approximately 10.1% of the Company’s outstanding common stock, is the Chief Executive Officer of Fit for Life, LLC. The annual base rent for the sublease is approximately $0.3 million per year and the sublease has a term of 39 months. The Company recognized $0.1 million in sublease income from Fit for Life, LLC during the three months ended March 31, 2017 and the estimated future sublease income as of March 31, 2017 is $0.8 million.

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2017
Subsequent Events [Abstract]
Subsequent events	Note 11 ̶ Subsequent events On April 14, 2017, the Company entered into an agreement to make a minority equity investment in a social media analytics company (“Investee”). Pursuant to this agreement, the Company invested $3.0 million and received 4.7 million shares of preferred stock, or approximately 15.0% of the total outstanding voting securities of the Investee.

Summary of Significant Accoun17

Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2017
Accounting Policies [Abstract]
Basis of presentation	Basis of presentation The accompanying unaudited condensed consolidated financial statements and related notes have been prepared in accordance with U.S. generally accepted accounting principles (“US GAAP”) for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). In the opinion of the Company, these interim financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of its financial position as of March 31, 2017, and its results of operations for the three months ended March 31, 2017, and cash flows for the three months ended March 31, 2017. The condensed consolidated balance sheet at December 31, 2016, was derived from audited annual financial statements, but does not contain all of the footnote disclosures from the annual financial statements. 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 as of and for the year ended December 31, 2016 and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 (the “Annual Report”). Operating results for the interim periods are not necessarily indicative of the results that may be expected for the full year.
Use of estimates	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 and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Segment reporting	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 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.
Recent accounting pronouncements	Recent accounting pronouncements The following table provides a brief description of recent accounting pronouncements that could have a material effect on the Company’s financial statements: Standard Description Date of expected adoption/adoption Effect on the financial statements or other significant matters Standards that are not yet adopted ASU 2014-09, Revenue from Contracts with Customers (Topic 606) The standard will replace existing revenue recognition standards and significantly expand the disclosure requirements for revenue arrangements. It may be adopted either retrospectively or on a modified retrospective basis to new contracts and existing contracts with remaining performance obligations as of the effective date. January 1, 2018 The Company expects the standard to impact the methods used to reserve for discounts, refunds and other customer incentives, which may impact the timing of revenue recognition. The Company is currently evaluating the alternative methods of adoption, as well as other possible impacts of the adoption of this standard on its consolidated financial statements and related disclosures. ASU 2015-14 , Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date In August 2015, the FASB issued ASU 2015-14, which deferred the effective date from annual periods beginning on or after December 15, 2016 to annual periods beginning on or after December 15, 2017. ASU 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net) ASU 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing ASU 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients In March, April and May 2016, the FASB issued ASU 2016-08, ASU 2016-10 and ASU 2016-12. These standards provide supplemental adoption guidance and clarification to ASU 2014-09, and must be adopted concurrently with the adoption of ASU 2014-09. ASU 2016-02, Leases (Topic 842) The standard will require lessees to recognize a right-of-use asset and a lease liability for virtually all of their leases (other than leases that meet the definition of a short-term lease). The liability will be equal to the present value of lease payments. The asset will be based on the liability, subject to adjustment, such as for initial direct costs. Lessor accounting is similar to the current model, but updated to align with certain changes to the lessee model (e.g., certain definitions, such as initial direct costs, have been updated) and the new revenue recognition standard. It requires a modified retrospective approach for all leases existing at, or entered into after, the date of initial application. January 1, 2019 The Company is currently evaluating the effect of the standard on its financial statements and related disclosures.

Goodwill and Intangible Assets

Goodwill and Intangible Assets (Tables)	3 Months Ended
	Mar. 31, 2017
Goodwill And Intangible Assets Disclosure [Abstract]
Information Regarding Company's Goodwill and Intangible Assets	Information regarding the Company’s goodwill and intangible assets as of December 31, 2016, is as follows (in thousands): Estimated useful life Gross carrying amount Accumulated amortization Net carrying amount Customer relationships – retailers 10 years $ 68,800 $ (20,067 ) $ 48,733 Customer relationships – e-commerce 3 years 3,900 (3,736 ) 164 Favorable leases, net Varies 580 (274 ) 306 Total finite-lived intangibles 73,280 (24,077 ) 49,203 Trademarks Indefinite 63,800 - 63,800 Goodwill 157,264 - 157,264 Total goodwill and other intangibles $ 294,344 $ (24,077 ) $ 270,267 Information regarding the Company’s goodwill and intangible assets as of March 31, 2017, is as follows (in thousands): Estimated useful life Gross carrying amount Accumulated amortization Net carrying amount Customer relationships – retailers 10 years $ 68,800 $ (21,787 ) $ 47,013 Customer relationships – e-commerce 3 years 3,900 (3,850 ) 50 Favorable leases, net Varies 580 (299 ) 281 Total finite-lived intangibles 73,280 (25,936 ) 47,344 Trademarks Indefinite 63,800 - 63,800 Goodwill 157,264 - 157,264 Total goodwill and other intangibles $ 294,344 $ (25,936 ) $ 268,408
Future Amortization Expense for Intangible Assets	Future amortization expense for intangible assets as of March 31, 2017 is as follows (in thousands): Remainder of 2017 $ 5,262 2018 7,007 2019 6,982 2020 6,880 2021 6,880 Thereafter 14,333 Total $ 47,344

Accrued Expenses (Tables)

Accrued Expenses (Tables)	3 Months Ended
	Mar. 31, 2017
Payables And Accruals [Abstract]
Summary of Accrued Expenses	Accrued expenses as of December 31, 2016 and March 31, 2017 consisted of the following (in thousands): December 31, 2016 March 31, 2017 Accrued expenses $ 9,537 $ 5,760 Other current liabilities 9,249 4,768 Accrued compensation 7,111 2,274 Early exercised option deposit liability 4,074 - Income taxes payable 3,705 3,621 Accrued expenses and other current liabilities $ 33,676 $ 16,423

Debt (Tables)

Debt (Tables)	3 Months Ended
	Mar. 31, 2017
Debt Disclosure [Abstract]
Schedule of Outstanding Debt	The Company’s outstanding debt as of December 31, 2016 and March 31, 2017 consisted of the following (in thousands): December 31, 2016 March 31, 2017 Revolving credit facility (1) $ - $ 15,000 Term loan (1) 162,627 160,700 Capital lease obligations 2,766 2,676 Total debt (2) 165,393 178,376 Less: debt issuance costs (566 ) (534 ) Total debt, net of issuance costs 164,827 177,842 Less: current portion (8,650 ) (23,656 ) Long-term portion of debt $ 156,177 $ 154,186 (1) (2)

Commitments and Contingencies (

Commitments and Contingencies (Tables)	3 Months Ended
	Mar. 31, 2017
Commitments And Contingencies Disclosure [Abstract]
Schedule of Future Minimum Lease Payments under Operating Leases	Future minimum lease payments under the operating leases are as follows (in thousands): Remainder of 2017 $ 3,579 2018 4,726 2019 4,636 2020 4,188 2021 3,294 Thereafter 10,103 Total $ 30,526

Stock-based Compensation (Table

Stock-based Compensation (Tables)	3 Months Ended
	Mar. 31, 2017
Summary of Activities for Restricted Stock Awards ("RSAs") and Restricted Stock Units ("RSUs")	The following table summarizes the activities for restricted stock awards (“RSAs”) and restricted stock units (“RSUs”) for the three months ended March 31, 2017: Shares of restricted stock outstanding Weighted-average grant date fair value Balance as of December 31, 2016 586,224 $ 17.00 Granted 793,300 26.98 Vested - - Forfeited (95,384 ) 23.52 Cancelled - - Balance as of March 31, 2017 1,284,140 $ 22.68
Service-based Vesting Options
Summary of Stock Option Activity and Related Information	The following table summarizes the activity for options that vest solely based upon the satisfaction of a service condition for the three months ended March 31, 2017: Options outstanding Weighted-average exercise price Weighted-average remaining contractual life (in years) Aggregate intrinsic values (in thousands) Balance as of December 31, 2016 3,168,967 $ 8.55 Granted 166,200 26.88 Exercised (77,600 ) 1.84 Forfeited (104,034 ) 18.06 Cancelled - - Balance as of March 31, 2017 3,153,533 $ 9.37 8.2 $ 61,269 Exercisable, March 31, 2017 1,166,100 $ 1.94 6.4 $ 31,325
Performance-based and Market-based Vesting Options
Summary of Stock Option Activity and Related Information	The following table summarizes the activity for options that vest based upon the satisfaction of performance or market conditions for the three months ended March 31, 2017: Options outstanding Weighted-average exercise price Weighted-average remaining contractual life (in years) Aggregate intrinsic values (in thousands) Balance as of December 31, 2016 3,836,107 $ 2.46 Granted 463,200 27.02 Exercised (1,522,826 ) 2.68 Forfeited (39,900 ) 28.94 Cancelled - - Balance as of March 31, 2017 2,736,581 $ 6.11 8.0 $ 62,101

Net Income (Loss) Per Share (Ta

Net Income (Loss) Per Share (Tables)	3 Months Ended
	Mar. 31, 2017
Earnings Per Share [Abstract]
Reconciliation of Numerator and Denominator in Basic and Diluted Net Income (Loss) Per Common Share Computations	The following is a reconciliation of the numerator and denominator in the basic and diluted net income (loss) per common share computations (in thousands, except share and per share data): Three months ended March 31, 2016 2017 Numerator: Net income $ 3,804 $ 2,160 Adjustments to numerator: Accretion of convertible preferred stock to maximum redemption value (37,947 ) - Net income (loss) attributable to common stockholders $ (34,143 ) $ 2,160 Denominator: Weighted average common shares outstanding - basic 490,760 44,099,338 Diluted common equivalents from stock options - 5,119,598 Diluted common equivalents from restricted stock units - 255,485 Diluted common equivalents from restricted stock awards - 3,453 Weighted average common shares outstanding - diluted 490,760 49,477,874 Net income (loss) per share: Basic $ (69.57 ) $ 0.05 Diluted $ (69.57 ) $ 0.04 Anti-dilutive securities excluded from diluted EPS: Stock options 7,487,375 620,000 Common shares underlying convertible preferred stock 37,271,375 - Restricted stock units - 50,000 Total 44,758,750 670,000

Summary of Significant Accoun24

Summary of Significant Accounting Policies - Additional Information (Details)	3 Months Ended
	Mar. 31, 2017Segment
Accounting Policies [Abstract]
Number of operating segment	1
Number of reportable segment	1

Goodwill and Intangible Asset25

Goodwill and Intangible Assets - Information Regarding Company's Goodwill and Intangible Assets (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2017	Dec. 31, 2016
Schedule Of Intangible Assets And Goodwill [Line Items]
Total finite-lived intangibles, Gross carrying amount	$ 73,280	$ 73,280
Total finite-lived intangibles, Accumulated amortization	(25,936)	(24,077)
Total finite-lived intangibles, Net carrying amount	47,344	49,203
Goodwill, Gross carrying amount	157,264	157,264
Goodwill, Net carrying amount	157,264	157,264
Total goodwill and other intangibles, Gross carrying amount	294,344	294,344
Total goodwill and other intangibles, Accumulated amortization	(25,936)	(24,077)
Total goodwill and other intangibles, Net carrying amount	268,408	270,267
Trademark
Schedule Of Intangible Assets And Goodwill [Line Items]
Indefinite lived intangibles, Net carrying amount	$ 63,800	63,800
Indefinite-lived intangibles, Estimated useful life	Indefinite
Customer Relationships, Retailers
Schedule Of Intangible Assets And Goodwill [Line Items]
Total finite-lived intangibles, Gross carrying amount	$ 68,800	68,800
Total finite-lived intangibles, Accumulated amortization	(21,787)	(20,067)
Total finite-lived intangibles, Net carrying amount	$ 47,013	$ 48,733
Amortization of intangible assets with finite useful lives	10 years	10 years
Customer Relationships, E-Commerce
Schedule Of Intangible Assets And Goodwill [Line Items]
Total finite-lived intangibles, Gross carrying amount	$ 3,900	$ 3,900
Total finite-lived intangibles, Accumulated amortization	(3,850)	(3,736)
Total finite-lived intangibles, Net carrying amount	$ 50	$ 164
Amortization of intangible assets with finite useful lives	3 years	3 years
Favorable Leases, Net
Schedule Of Intangible Assets And Goodwill [Line Items]
Total finite-lived intangibles, Gross carrying amount	$ 580	$ 580
Total finite-lived intangibles, Accumulated amortization	(299)	(274)
Total finite-lived intangibles, Net carrying amount	$ 281	$ 306
Finite-lived intangibles, Estimated useful life	Varies

Goodwill and Intangible Asset26

Goodwill and Intangible Assets - Additional Information (Details) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Goodwill And Intangible Assets Disclosure [Abstract]
Amortization of intangible assets	$ 1,859,000	$ 2,068,000
Impairments of goodwill or intangible assets	$ 0	$ 0

Goodwill and Intangible Asset27

Goodwill and Intangible Assets - Future Amortization Expense for Intangible Assets (Details) - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016
Goodwill And Intangible Assets Disclosure [Abstract]
Remainder of 2017	$ 5,262
2,018	7,007
2,019	6,982
2,020	6,880
2,021	6,880
Thereafter	14,333
Total finite-lived intangibles, Net carrying amount	$ 47,344	$ 49,203

Accrued Expenses - Summary of A

Accrued Expenses - Summary of Accrued Expenses (Details) - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016
Payables And Accruals [Abstract]
Accrued expenses	$ 5,760	$ 9,537
Other current liabilities	4,768	9,249
Accrued compensation	2,274	7,111
Early exercised option deposit liability		4,074
Income taxes payable	3,621	3,705
Accrued expenses and other current liabilities	$ 16,423	$ 33,676

Debt - Schedule of Outstanding

Debt - Schedule of Outstanding Debt (Details) - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016
Debt Instrument [Line Items]
Total debt	$ 178,376	$ 165,393
Less: debt issuance costs	(534)	(566)
Total debt, net of issuance costs	177,842	164,827
Less: current portion	(23,656)	(8,650)
Long-term portion of debt	154,186	156,177
Revolving Credit Facility
Debt Instrument [Line Items]
Total debt	15,000
Term Loan
Debt Instrument [Line Items]
Total debt	160,700	162,627
Capital Lease Obligations
Debt Instrument [Line Items]
Total debt	$ 2,676	$ 2,766

Debt - Schedule of Outstandin30

Debt - Schedule of Outstanding Debt (Parenthetical) (Details)	3 Months Ended
	Mar. 31, 2017USD ($)
Term Loan
Debt Instrument [Line Items]
Amounts available under senior secured credit facility	$ 165,000,000
Maturity date	Dec. 23, 2021
Revolving Credit Facility
Debt Instrument [Line Items]
Amounts available under senior secured credit facility	$ 35,000,000
Unused balance under senior secured credit facility	$ 19,500,000
Maturity date	Dec. 23, 2021

Commitments and Contingencies -

Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Loss Contingencies [Line Items]
Total rent expense	$ 1.2	$ 0.8
Minimum
Loss Contingencies [Line Items]
Lease expiration year	2,018
Maximum
Loss Contingencies [Line Items]
Lease expiration year	2,026

Commitments and Contingencies32

Commitments and Contingencies - Schedule of Future Minimum Lease Payments under Operating Leases (Details) $ in Thousands	Mar. 31, 2017USD ($)
Commitments And Contingencies Disclosure [Abstract]
Remainder of 2017	$ 3,579
2,018	4,726
2,019	4,636
2,020	4,188
2,021	3,294
Thereafter	10,103
Total	$ 30,526

Stock-based Compensation - Addi

Stock-based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2016
Early Exercise Of Stock Options
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of options, vested	1,522,826
Liability reclassified to additional paid-in-capital	$ 4.1
Number of options, Unvested	0
Service-based Vesting Options
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Fair market value of common stock, per share	$ 28.80
Unrecognized stock-based compensation cost	$ 9.4
Unrecognized stock-based compensation cost, expected weighted-average period of recognition	3 years 8 months 12 days
Service-based Vesting Options | Selling, General and Administrative Expenses
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock-based compensation cost	$ 0.5	$ 0.2
Performance-based and Market-based Vesting Options
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Fair market value of common stock, per share	$ 28.80
Stock-based compensation cost	$ 0.8
Unrecognized stock-based compensation cost	$ 4
Unrecognized stock-based compensation cost, expected weighted-average period of recognition	1 year 1 month 6 days
Restricted Stock Awards (“RSAs”)
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Unvested RSAs outstanding	302,200
Restricted Stock
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock-based compensation cost	$ 1.1
Unrecognized stock-based compensation cost	$ 27.4
Unrecognized stock-based compensation cost, expected weighted-average period of recognition	3 years 8 months 12 days
Unvested RSAs outstanding	1,284,140		586,224

Stock-based Compensation - Summ

Stock-based Compensation - Summary of Activity for Options Vest Solely Based upon Satisfaction of Service Condition (Details) - Service-based Vesting Options $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2017USD ($)$ / sharesshares
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Options outstanding, Beginning balance | shares	3,168,967
Options outstanding, Granted | shares	166,200
Options outstanding, Exercised | shares	(77,600)
Options outstanding, Forfeited | shares	(104,034)
Options outstanding, Ending balance | shares	3,153,533
Options outstanding, Exercisable | shares	1,166,100
Weighted-average exercise price, Beginning balance | $ / shares	$ 8.55
Weighted-average exercise price, Granted | $ / shares	26.88
Weighted-average exercise price, Exercised | $ / shares	1.84
Weighted-average exercise price, Forfeited | $ / shares	18.06
Weighted-average exercise price, Ending balance | $ / shares	9.37
Weighted-average exercise price, Exercisable | $ / shares	$ 1.94
Weighted-average remaining contractual life (in years), Outstanding	8 years 2 months 12 days
Weighted-average remaining contractual life(in years), Exercisable	6 years 4 months 24 days
Aggregate intrinsic values, Outstanding | $	$ 61,269
Aggregate intrinsic values, Exercisable | $	$ 31,325

Stock-based Compensation - Su35

Stock-based Compensation - Summary of Activity for Options Vest Based upon Performance or Market Conditions (Details) - Performance-based and Market-based Vesting Options $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2017USD ($)$ / sharesshares
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Options outstanding, Beginning balance | shares	3,836,107
Options outstanding, Granted | shares	463,200
Options outstanding, Exercised | shares	(1,522,826)
Options outstanding, Forfeited | shares	(39,900)
Options outstanding, Ending balance | shares	2,736,581
Weighted-average exercise price, Beginning balance | $ / shares	$ 2.46
Weighted-average exercise price, Granted | $ / shares	27.02
Weighted-average exercise price, Exercised | $ / shares	2.68
Weighted-average exercise price, Forfeited | $ / shares	28.94
Weighted-average exercise price, Ending balance | $ / shares	$ 6.11
Weighted-average remaining contractual life (in years), Outstanding	8 years
Aggregate intrinsic values, Outstanding | $	$ 62,101

Stock-based Compensation - Su36

Stock-based Compensation - Summary of Activities for Restricted Stock Awards ("RSAs") and Restricted Stock Units ("RSUs") (Details) - Restricted Stock	3 Months Ended
	Mar. 31, 2017$ / sharesshares
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Shares of restricted stock outstanding, Beginning balance | shares	586,224
Shares of restricted stock outstanding, Granted | shares	793,300
Shares of restricted stock outstanding, Forfeited | shares	(95,384)
Shares of restricted stock outstanding, Ending balance | shares	1,284,140
Weighted-average exercise price, Beginning balance | $ / shares	$ 17
Weighted-average exercise price, Granted | $ / shares	26.98
Weighted-average exercise price, Forfeited | $ / shares	23.52
Weighted-average exercise price, Ending balance | $ / shares	$ 22.68

Net Income (Loss) Per Share - R

Net Income (Loss) Per Share - Reconciliation of Numerator and Denominator in Basic and Diluted Net Income (Loss) Per Common Share Computations (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Numerator:
Net income	$ 2,160	$ 3,804
Adjustments to numerator:
Accretion of convertible preferred stock to maximum redemption value		(37,947)
Net income (loss) attributable to common stockholders	$ 2,160	$ (34,143)
Denominator:
Weighted average common shares outstanding - basic	44,099,338	490,760
Weighted average common shares outstanding - diluted	49,477,874	490,760
Net income (loss) per share:
Basic	$ 0.05	$ (69.57)
Diluted	$ 0.04	$ (69.57)
Anti-dilutive securities excluded from diluted EPS:
Anti-dilutive securities excluded from diluted EPS, Total	670,000	44,758,750
Stock Options
Denominator:
Diluted common equivalents	5,119,598
Anti-dilutive securities excluded from diluted EPS:
Anti-dilutive securities excluded from diluted EPS, Total	620,000	7,487,375
Restricted Stock Units
Denominator:
Diluted common equivalents	255,485
Anti-dilutive securities excluded from diluted EPS:
Anti-dilutive securities excluded from diluted EPS, Total	50,000
Restricted Stock Awards
Denominator:
Diluted common equivalents	3,453
Common stock
Anti-dilutive securities excluded from diluted EPS:
Anti-dilutive securities excluded from diluted EPS, Total		37,271,375

Income Taxes - Additional Infor

Income Taxes - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Income Tax Disclosure [Abstract]
Effective income tax rate, percent	4.80%	43.40%
Tax benefit due to exercise of stock option	$ 0.8

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Details) - Fit for Life, LLC - USD ($) $ in Millions	Oct. 11, 2016	Mar. 31, 2017
Related Party Transaction [Line Items]
Annual base rent for sublease		$ 0.3
Sublease contractual term		39 months
Recognized sublease income		$ 0.1
Estimated future sublease income		$ 0.8
Chief Executive Officer
Related Party Transaction [Line Items]
Percentage of outstanding common stock	10.10%

Subsequent Events - Additional

Subsequent Events - Additional Information (Details) - Subsequent Event - Investee shares in Millions, $ in Millions	Apr. 14, 2017USD ($)shares
Subsequent Event [Line Items]
Amount invested in minority equity investment | $	$ 3
Preferred stock received in minority equity investment, shares | shares	4.7
Percentage of outstanding voting securities on a fully diluted basis	15.00%