UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 10-Q/A
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¨ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Quarterly Period Ended _________
| x | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Transition Period from January 1, 2019 to March 31, 2019 | |
Commission File Number: 001-37873
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e.l.f. Beauty, Inc.
(Exact name of registrant as specified in its charter)
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| Delaware | 46-4464131 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
570 10th Street
Oakland, CA 94607
(Address of principal executive offices, including zip code)
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(510) 778-7787
(Registrant’s telephone number, including area code)
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Former Fiscal Year: December 31
(Former name, former address and former fiscal year, if changed since last report)
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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. x 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). x Yes o No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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. (Check one):
| Large accelerated filer | ¨ | Accelerated filer | x |
| Non- accelerated filer | ¨ | Smaller reporting company | ¨ |
| Emerging growth company | x | ||
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. x
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). o Yes x No
| 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 | |
The number of shares of the registrant’s common stock, par value $0.01 per share, outstanding as of April 30, 2019 was 49,790,180 shares.
e.l.f. Beauty, Inc.
Table of Contents
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EXPLANATORY NOTE
e.l.f. Beauty, Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-QT/A (this “Amendment”) to its Transition Report on Form 10-QT for the transition period from January 1, 2019 to March 31, 2019 (the “Original Filing”), which was originally filed with the Securities and Exchange Commission on May 9, 2019.
We are filing this Amendment to amend Part I, Item 4. “Controls and Procedures” to revise the Company’s disclosure in accordance with Item 307 of Regulation S-K. Specifically, this Amendment further clarifies the assessment by our management of the effectiveness of our disclosure controls and procedures as of March 31, 2019, including a statement regarding the conclusion of our Chief Executive Officer and Chief Financial Officer that the Company’s disclosure controls and procedures were effective as of such date. In addition, we are also including the required certifications required by the Sarbanes-Oxley Act of 2002 in connection with the filing of this Amendment.
This Amendment does not include the entire Form 10-QT. Except as described in this Explanatory Note, this Amendment does not amend any other information set forth in the Original Filing, and the Company has not updated disclosures to reflect any events that occurred subsequent to May 9, 2019.
Item 4. Controls and procedures
Evaluation of disclosure controls and procedures over financial reporting
As of March 31, 2019, our management conducted an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”). Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of March 31, 2019, our disclosure controls and procedures were effective to provide reasonable assurance that the information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission (“SEC”) rules and forms and that such information is accumulated and communicated to the officers who certify our financial reports and to the members of the Company’s senior management and board of directors as appropriate to allow timely decisions regarding required disclosure.
Changes in internal control over financial reporting
There were no changes in our internal control over financial reporting during the period covered by this Transition Report that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.
Item 6. Exhibits
| Incorporated by Reference | ||||||
Exhibit Number | Exhibit Description | Filed Herewith | Form | Exhibit Number | File Number | Filing Date |
| 31.1 | X | |||||
| 31.2 | X | |||||
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| e.l.f. Beauty, Inc. | |||
| December 4, 2019 | By: | /s/ Tarang P. Amin | |
| Date | Tarang P. Amin Chief Executive Officer | ||
| December 4, 2019 | By: | /s/ Mandy Fields | |
| Date | Mandy Fields Chief Financial Officer | ||
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