e.l.f. Beauty, Inc. - 10-K/A filing on 2020-05-29

Acquisitions

12 Months Ended

Mar. 31, 2020

On February 24, 2020, the Company, through its wholly owned subsidiary, e.l.f. Cosmetics, Inc., completed its acquisition of W3LL People, a Santa Fe, New Mexico-based privately held, clean beauty company with a mission to create premium quality cosmetics without using the potentially harmful artificial chemicals found in most conventional makeup. The purchase price of $25.9 million was in all cash and the total consideration in connection with the acquisition is subject to adjustment based on (i) purchase price adjustment provisions and (ii) indemnification obligations of W3LL People’s stockholders after the closing of the acquisition.

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 final purchase price allocation is pending the finalization of deferred tax calculations and residual goodwill. W3LL People's results of operations have been included in the Company's consolidated financial statements from the date of acquisition.

The following table presents the purchase price allocation recorded in the Company's consolidated balance sheets on the acquisition date (in thousands):



	March 31, 2020
Net tangible assets	$	2,239
Goodwill ⁽¹⁾	14,057
Intangible assets	12,340
Net deferred tax liability	(2,713		)
Total purchase price consideration	$	25,923




⁽¹⁾	The goodwill represents the excess value over both tangible and intangible assets acquired and liabilities assumed. The goodwill recognized in this transaction is primarily attributable to expected operational synergies. None of the goodwill is expected to be deductible for tax purposes.

Intangible Assets



	Fair Value		Estimated Useful Life
	(in thousands)		(in years)
Customer relationships - retailers	$	8,800	10
Customer relationships - e-commerce	40		3
Trademarks	3,500		10
Total identified intangible assets	$	12,340