Management's discussion and analysis of financial condition and results of
operations ("MD&A") should be read together with the MD&A presented in the
Annual Report on Form 10-K for the year ended March 31, 2022 (the "Annual
Report"), and the unaudited condensed consolidated financial statements and
accompanying notes included in Part I, Item 1 of this Quarterly Report on Form
10-Q (this "Quarterly Report"), which include additional information about our
accounting policies, practices and the transactions underlying our financial
results.

Overview and Business Trends

We are a multi-brand beauty company that offers inclusive, accessible, clean and
cruelty-free cosmetics and skincare products. Our mission is to make the best of
beauty accessible to every eye, lip, face and skin concern.

We believe our ability to deliver 100% cruelty-free, clean, premium-quality products at accessible prices with broad appeal differentiates us in the beauty industry. We believe the combination of our value proposition, innovation engine, ability to attract and engage consumers, as well as our world-class team's ability to execute with speed, has positioned us well to navigate a rapidly changing landscape in beauty.



Our family of brands includes e.l.f. Cosmetics, e.l.f. SKIN, Well People and
Keys Soulcare. Our brands are available online and across leading beauty,
mass-market, and clean-beauty specialty retailers. We have strong relationships
with our retail partners such as Walmart, Target, Ulta Beauty and other leading
retailers that have enabled us to expand distribution both domestically and
internationally.

Global Supply Chain Disruptions



Since the start of the COVID-19 pandemic there has been disruption to the global
supply chain, including manufacturing and transportation delays due to port
closures and congestion, labor and container shortages, and shipment delays. As
a result, we have experienced higher transportation costs. In response to these
higher costs, we increased prices on a portion of our products in March 2022 to
help mitigate the impact on our business. Further increases in transportation or
other costs could have an unfavorable impact on our results. Additionally,
delays or further disruption to the global supply chain could cause lost sales
due to out of stocks or unfavorably impact our ability to service consumer
demand.

Seasonality



Our results of operations are subject to seasonal fluctuations, with net sales
in the third and fourth fiscal quarters typically being higher than in the first
and second fiscal quarters. The higher net sales in our third and fourth fiscal
quarters are largely attributable to the increased levels of purchasing by
retailers for the holiday season and customer shelf reset activities,
respectively. Lower inventory builds from our retailers in preparation for the
holiday season or shifts in customer shelf reset activity could have a
disproportionate effect on our results of operations for the entire fiscal year.
To support anticipated higher sales during the third and fourth fiscal quarters,
we make investments in working capital to ensure inventory levels can support
demand. Fluctuations throughout the year are also driven by the timing of
product restocking or rearrangement by our major retail customers as well as
expansion into new retail customers. Because a limited number of our retail
customers account for a large percentage of our net sales, a change in the order
pattern of one or more of our large retail customers could cause a significant
fluctuation of our quarterly results or impact our liquidity.
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Results of operations

The following table sets forth our consolidated statements of operations data in dollars and as a percentage of net sales for the periods presented:



                                              Three months ended December 31,             Nine months ended December 31,
(in thousands)                                    2022                2021                   2022                   2021
Net sales                                    $   146,537          $   98,118          $        391,487          $  287,020
Cost of sales                                     47,812              33,777                   130,217             102,788
Gross profit                                      98,725              64,341                   261,270             184,232
Selling, general and administrative expenses      75,434              55,384                   201,172             156,580
Restructuring (income) expense                         -                 (14)                        -                  68
Operating income                                  23,291               8,971                    60,098              27,584
Other income and expenses, net                       730                (146)                   (2,195)               (954)
Interest expense, net                               (463)               (570)                   (1,912)             (1,912)
Loss on extinguishment of debt                      (176)                  -                      (176)               (460)
Income before provision for income taxes          23,382               8,255                    55,815              24,258
Income tax provision                              (4,277)             (2,041)                  (10,531)             (4,044)
Net income                                   $    19,105          $    6,214          $         45,284          $   20,214
Comprehensive income                         $    19,105          $    6,214          $         45,284          $   20,214



                                                  Three months ended December 31,                 Nine months ended December 31,
(percentage of net sales)                           2022                    2021                    2022                    2021
Net sales                                                100  %                 100  %                   100  %                 100  %
Cost of sales                                             33  %                  34  %                    33  %                  36  %
Gross margin                                              67  %                  66  %                    67  %                  64  %
Selling, general and administrative expenses              51  %                  56  %                    51  %                  55  %
Restructuring (income) expense                             -  %                   -  %                     -  %                   -  %
Operating income                                          16  %                   9  %                    15  %                  10  %
Other income and expenses, net                             -  %                   -  %                    (1) %                   -  %
Interest expense, net                                      -  %                  (1) %                     -  %                  (1) %
Loss on extinguishment of debt                             -  %                   -  %                     -  %                   -  %
Income before provision for income taxes                  16  %                   8  %                    14  %                   8  %
Income tax provision                                      (3) %                  (2) %                    (3) %                  (1) %
Net income                                                13  %                   6  %                    12  %                   7  %
Comprehensive income                                      13  %                   6  %                    12  %                   7  %


Comparison of the three months ended December 31, 2022 to the three months ended December 31, 2021



Net sales

Net sales increased $48.4 million, or 49%, to $146.5 million for the three
months ended December 31, 2022, from $98.1 million for the three months ended
December 31, 2021. The increase was driven by strength across both our retailer
and e-commerce channels. Net sales increased $42.3 million, or 49%, in our
retailer channels and $6.1 million, or 54%, in our e-commerce channels. From a
price and volume perspective, a higher volume of units sold drove $26.9 million
of the increase in net sales and a higher average item price within retailer and
e-commerce orders drove the remaining $21.5 million increase in net sales as
compared to the three months ended December 31, 2021.


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Gross profit



Gross profit increased $34.4 million, or 53%, to $98.7 million for the three
months ended December 31, 2022, compared to $64.3 million for the three months
ended December 31, 2021. Higher average item price and mix accounted for
approximately $16.7 million of the increase to gross profit, with the remaining
$17.7 million driven by volume. Gross margin increased to 67% from 66% when
compared to the three months ended December 31, 2021. The increase in gross
margin rate was primarily driven by price increases, cost savings and product
mix, partially offset by inventory adjustments and costs related to space gains
and Spring shelf resets in the three months ended December 31, 2022.

Selling, general and administrative expenses



Selling, general and administrative expenses ("SG&A") were $75.4 million for the
three months ended December 31, 2022, an increase of $20.1 million, or 36%, from
$55.4 million for the three months ended December 31, 2021. SG&A expenses as a
percentage of net sales decreased to 51% for the three months ended December 31,
2022 from 56% for the three months ended December 31, 2021. The $20.1 million
increase was primarily related to an increase in marketing and digital spend of
$10.5 million, increased compensation and benefits of $5.3 million, increased
operations costs of $2.6 million, and increased retail fixturing and visual
merchandising costs of $2.2 million.

Other income and expenses, net



Other income and expenses, net totaled $0.7 million of income for the three
months ended December 31, 2022, as compared to other expenses of $0.1 million
for the three months ended December 31, 2021. The year-over-year variance was
primarily related to foreign exchange rate movements, impacting receivables,
driving an unrealized gain in the quarter.

Interest expense, net



Interest expense, net decreased $0.1 million, or 19%, to $0.5 million for the
three months ended December 31, 2022, as compared to $0.6 million for the three
months ended December 31, 2021. This decrease was mainly due to increased
interest earned on our cash balances and a lower average loan balance, more than
offsetting higher interest rates.

Income tax provision



The provision for income taxes was $4.3 million, or an effective rate of 18.3%,
for the three months ended December 31, 2022, as compared to a provision of $2.0
million, or an effective rate of 24.6%, for the three months ended December 31,
2021. The change in the provision for income taxes was primarily driven by an
increase in income before taxes of $15.1 million, partially offset by an
increase in discrete tax benefit of $2.4 million, primarily related to
stock-based compensation.

Comparison of the nine months ended December 31, 2022 to the nine months ended December 31, 2021



Net sales

Net sales increased $104.5 million, or 36%, to $391.5 million for the nine
months ended December 31, 2022, compared to $287.0 million for the nine months
ended December 31, 2021. The increase was driven primarily by strength in both
our retailer and e-commerce channels. Net sales increased $90.5 million, or 35%,
in our retailer channels and increased $14.0 million, or 47%, in our e-commerce
channels. From a price and volume perspective, a higher volume of units sold
drove $43.8 million of the increase in net sales and a higher average item price
within retailer and e-commerce orders drove the remaining $60.6 million in net
sales as compared to the nine months ended December 31, 2021.

Gross profit



Gross profit increased $77.0 million, or 42%, to $261.3 million for the nine
months ended December 31, 2022, compared to $184.2 million for the nine months
ended December 31, 2021. Higher average item price and mix accounted for
approximately $48.9 million of the increase to gross profit, with the remaining
$28.1 million driven by volume. Gross margin increased to 67% from 64% when
compared to the nine months ended December 31, 2021. The increase in gross
margin rate in the nine months ended December 31, 2022 was primarily driven by
price increases, cost savings and product mix, partially offset by inventory
adjustments and higher transportation costs.

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Selling, general and administrative expenses



SG&A expenses were $201.2 million for the nine months ended December 31, 2022,
an increase of $44.6 million, or 28%, from $156.6 million for the nine months
ended December 31, 2021. SG&A expenses as a percentage of net sales decreased to
51% for the nine months ended December 31, 2022 from 55% for the nine months
ended December 31, 2021. The $44.6 million increase was primarily related to an
increase in marketing and digital spend of $18.4 million, increased compensation
and benefits of $17.0 million, increased operations costs of $4.7 million, and
increased retail fixturing and visual merchandising costs of $2.6 million.

Other income and expenses, net



Other expense, net totaled $2.2 million for the nine months ended December 31,
2022, as compared to other expense of $1.0 million for the nine months ended
December 31, 2021. The year-over-year variance was primarily related to
unfavorable foreign exchange rate movements, impacting cash and receivables,
driving an unrealized loss in the period.

Interest expense, net



Interest expense, net was $1.9 million for the nine months ended December 31,
2022, as compared to $1.9 million for the nine months ended December 31, 2021.
The impact was flat to the last year mainly due to increased interest earned on
our cash balances and a lower average loan balance, offsetting higher interest
rates.

Income tax provision

The provision for income taxes was $10.5 million, or an effective rate of 18.9%
for the nine months ended December 31, 2022, as compared to a provision of $4.0
million, or an effective rate of 16.7% for the nine months ended December 31,
2021. The change in the provision for income taxes was primarily driven by an
increase in income before taxes of $31.6 million, partially offset by an
increase in discrete tax benefit of $3.2 million, primarily related to
stock-based compensation.

Financial condition, liquidity and capital resources

Overview



As of December 31, 2022, we had $87.0 million of cash and cash equivalents. In
addition, as of December 31, 2022, we had borrowing capacity of $100.0 million
under our Amended Revolving Credit Facility.

Our primary cash needs are for working capital, fixturing, retail product
displays and digital investment. Cash needs typically vary depending on
strategic initiatives selected for the fiscal year, including investments in
infrastructure, digital capabilities and expansion within or to additional
retailer store locations. We expect to fund ongoing cash needs from existing
cash and cash equivalents, cash generated from operations and, if necessary,
draws on our Amended Revolving Credit Facility.

Our primary working capital requirements are for product and product-related
costs, compensation and benefits, distribution costs, advertising and marketing.
Fluctuations in working capital are primarily driven by the timing of when a
retailer rearranges or restocks its products, expansion of space within our
existing retailer base and the general seasonality of our business. As of
December 31, 2022, we had working capital, excluding cash, of $88.3 million,
compared to $84.7 million as of March 31, 2022. Working capital, excluding cash
and debt, was $94.0 million and $90.4 million as of December 31, 2022 and
March 31, 2022, respectively.

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We believe that our operating cash flow, existing cash and cash equivalents and
available financing under the Amended Revolving Credit Facility will be adequate
to meet our planned operating, investing and financing needs for the next twelve
months. If necessary, we can borrow funds under our Amended Revolving Credit
Facility to finance our liquidity requirements, subject to customary borrowing
conditions. To the extent additional funds are necessary to meet our long-term
liquidity needs as we continue to execute our business strategy, we anticipate
that they will be obtained through the incurrence of additional indebtedness,
additional equity financings or a combination of these potential sources of
funds; however, such financing may not be available on favorable terms, or at
all. Our ability to meet our operating, investing and financing needs depends to
a significant extent on our future financial performance, which will be subject
in part to general economic, competitive, financial, regulatory and other
factors that are beyond our control, including those described elsewhere in Part
II, Item 1A "Risk factors." In addition to these general economic and industry
factors, the principal factors in determining whether our cash flows will be
sufficient to meet our liquidity requirements will be based on our ability to
provide innovative products to our customers, manage production and our supply
chain.

Cash flows

                                          Nine months ended December 31,
(in thousands)                                  2022                    2021
Net cash provided by (used in):
Operating activities               $        69,001                   $   7,826
Investing activities                        (1,647)                     (4,596)
Financing activities                       (23,686)                    (28,109)
Net increase (decrease) in cash:   $        43,668                   $ 

(24,879)

Cash provided by operating activities



For the nine months ended December 31, 2022, net cash provided by operating
activities was $69.0 million. This included net income as adjusted for
depreciation, amortization and other non-cash items of $82.2 million and an
increase in operating assets and liabilities as shown on the statement of cash
flows of $13.2 million. The increase in operating assets and liabilities was
primarily driven by a $15.2 million increase of prepaid expense and other
assets, a $20.6 million increase in accounts receivable and a $3.3 million
decrease related to other liabilities. This was partially offset by a $22.6
million increase in accounts payable and accrued expenses and a $3.2 million
decrease in inventory.

For the nine months ended December 31, 2021, net cash provided by operating activities was $7.8 million. This included net income before adding depreciation, amortization and other non-cash items of $56.0 million and an increase in net working capital of $48.2 million.

Cash used in investing activities



For the nine months ended December 31, 2022, net cash used in investing
activities was $1.6 million. The change was primarily driven by a decrease in
capital expenditures related to machinery, equipment and software during the
nine months ended December 31, 2022, as compared to net cash used in investing
activities of $4.6 million during the nine months ended December 31, 2021.

Cash used in financing activities

For the nine months ended December 31, 2022, net cash used in financing activities was $23.7 million and was primarily driven by prepayment on the Amended Term Loan Facility of $25.0 million, partially offset by cash received from the exercise of stock options.

For the nine months ended December 31, 2021, net cash used in financing activities was $28.1 million and was primarily driven by prepayments on the Amended Revolving Credit Facility and prior term loan facility, along with quarterly payments related to the Amended Term Loan Facility, partially offset by cash received from the exercise of stock options, and proceeds from the Amended Term Loan Facility.


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Description of indebtedness

Amended credit agreement

On April 30, 2021, we amended and restated the prior credit agreement (the "Amended Credit Agreement"), amended and restated the prior term loan facility and the prior revolving credit facility, and refinanced all loans under the prior credit agreement.



The Amended Credit Agreement has a five year term and consists of (i) a $100
million revolving credit facility (the "Amended Revolving Credit Facility") and
(ii) a $100 million term loan facility (the "Amended Term Loan Facility").

All amounts under the Amended Revolving Credit Facility are available for draw
until the maturity date on April 30, 2026. The Amended Revolving Credit Facility
is collateralized by substantially all of our assets and requires payment of an
unused fee ranging from 0.10% to 0.30% (based on our consolidated total net
leverage ratio (as defined in the Amended Credit Agreement)) times the average
daily amount of unutilized commitments under the Amended Revolving Credit
Facility. The Amended Revolving Credit Facility also provides for sub-facilities
in the form of a $7 million letter of credit and a $5 million swing line loan;
however, all amounts under the Amended Revolving Credit Facility cannot exceed
$100 million. The unused balance of the Amended Revolving Credit Facility as of
December 31, 2022 was $100.0 million.

Both the Amended Revolving Credit Facility and the Amended Term Loan Facility
bear interest, at borrowers' option, at either (i) a rate per annum equal to an
adjusted LIBOR rate determined by reference to the cost of funds for the United
States dollar deposits for the applicable interest period (subject to a minimum
floor of 0%) plus an applicable margin ranging from 1.25% to 2.125% based on our
consolidated total net leverage ratio or (ii) a floating base rate plus an
applicable margin ranging from 0.25% to 1.125% based on our consolidated total
net leverage ratio. The interest rate as of December 31, 2022 for the Amended
Term Loan Facility was approximately 6.0%.

The Amended Credit Agreement contains a number of covenants that, among other
things, restrict our ability to (subject to certain exceptions) pay dividends
and distributions or repurchase our capital stock, incur additional
indebtedness, create liens on assets, engage in mergers or consolidations and
sell or otherwise dispose of assets. The Amended Credit Agreement also includes
reporting, financial and maintenance covenants that require us to, among other
things, comply with certain consolidated total net leverage ratios and
consolidated fixed charge coverage ratios. As of December 31, 2022, we were in
compliance with all financial covenants under the Amended Credit Agreement.

Contractual obligations and commitments

There have been no material changes to our contractual obligations and commitments as included in the Annual Report.

Off-balance sheet arrangements

We are not party to any off-balance sheet arrangements.

Critical accounting policies and estimates



The MD&A is based upon our condensed consolidated financial statements, which
have been prepared in accordance with U.S. generally accepted accounting
principles. The preparation of these condensed consolidated financial statements
required the use of estimates and judgments that affect the reported amounts of
our assets, liabilities, revenues and expenses. Management bases estimates on
historical experience and other assumptions it believes to be reasonable under
the circumstances and evaluates these estimates on an on-going basis. Actual
results may differ from these estimates. There have been no significant changes
to the critical accounting policies and estimates included in the Annual Report.

Recent accounting pronouncements

Recent accounting pronouncements are disclosed in Note 2 to our condensed consolidated financial statements.

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