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HONEST COMPANY, INC. Management’s Discussion and Analysis of Financial Condition and Results of Operations. (form 10-Q)

You should read the following discussion and analysis of our financial condition
and results of operations together with our condensed consolidated financial
statements and related notes included elsewhere in this Quarterly Report on Form
10-Q, as well as our audited consolidated financial statements and related notes
as disclosed in our Annual Report on Form 10-K for the fiscal year ended
December 31, 2021 (the "Annual Report"), filed with the Securities and Exchange
Commission ("SEC") on March 28, 2022. This discussion, particularly information
with respect to our future results of operations or financial condition,
business strategy and plans, and objectives of management for future operations,
includes forward-looking statements that involve risks and uncertainties as
described under the heading "Special Note Regarding Forward-Looking Statements"
in this Quarterly Report on Form 10-Q.

Overview



The Honest Company, Inc. ("Honest" and, together with its consolidated
subsidiaries, the "Company," "we," "us" and "our") is a digitally-native,
mission-driven brand focused on leading the clean lifestyle movement, creating a
community for conscious consumers and seeking to disrupt multiple consumer
product categories. Our commitment to our core values, continual innovation and
engaging our community has differentiated and elevated our brand and our
products. Since our launch in 2012, we have been dedicated to developing clean,
sustainable, effective and thoughtfully-designed products. By doing so with
transparency, we have cultivated deep trust around what matters most to our
consumers: their health, their families and their homes. We are an omnichannel
brand, ensuring our products are available wherever our consumers shop. Our
differentiated platform positions us for continued growth through our trusted
brand, award-winning multi-category product offerings, deep digital-first
connection with consumers and omnichannel accessibility.


Our integrated multi-category product architecture is intentionally designed to
serve our consumers every day, at every age and through every life stage, no
matter where they are on their journey. Our three product categories are Diapers
and Wipes, Skin and Personal Care, and Household and Wellness, which represented
63%, 31%, and 6%, respectively, of our revenue for the three months ended March
31, 2022, compared to 62%, 32%, and 6%, respectively, of our revenue for the
three months ended March 31, 2021. We refer to Diapers and Wipes and Skin and
Personal Care as our "core" product categories. At the center of our product
ecosystem are our diapers, which are a strategic consumer acquisition tool that
acts as an entry point for our portfolio, as new parents often go on to purchase
products from our other categories for their everyday family needs. Our
integrated multi-category product architecture is designed to drive loyalty,
increase our consumer wallet share and generate attractive consumer lifetime
value.

We believe that our consumers are modern, aspirational, conscious and
style-forward and that they seek out high quality, effective and
thoughtfully-designed products. We believe that they are passionate about living
a conscious life and are enthusiastic ambassadors for brands they trust. As
purpose-driven consumers, they transcend any one demographic, spanning gender,
age, geography, ethnicity and household income. Honest consumers are often
young, mobile-centric and digitally-inclined. We build relationships with these
consumers through a disruptive digital marketing strategy that engages them with
"snackable" digital content (short-form, easily digestible content), immerses
them in our brand values, and inspires them to join the Honest community. Our
direct connection with our community enables us to understand what consumers'
needs are and inspires our product innovation pipeline, generating a significant
competitive advantage over more traditional consumer packaged goods, or CPG,
peers.

Our omnichannel approach seeks to meet consumers wherever they want to shop,
balancing deep consumer connection with broad convenience and accessibility.
Since our launch, we have built a well-integrated omnichannel presence by
expanding our retail accessibility across both Digital and Retail channels,
including the launch of strategic partnerships with Costco, Target and Amazon in
2013, 2014 and 2017, respectively. For the three months ended March 31, 2022, we
generated 50% and 50% of our revenue from our Digital and Retail channels,
respectively, compared to 52% and 48%, respectively, for the three months ended
March 31, 2021. We maintain direct relationships with our consumers via our
flagship digital platform, Honest.com, which allows us to influence brand
experience and better understand consumer preferences and behavior. We increase
accessibility of our products to more consumers through both the third-party
pureplay ecommerce sites that, with Honest.com, comprise the rest of our Digital
channel, and our Retail channel, which includes leading retailers and their
websites. As of March 31, 2022, our products can be found in approximately
43,000 retail locations across the United States, Canada and Europe. This
distinctive business model has allowed us to efficiently scale our business
while remaining agnostic as to the channel where consumers purchase our
products. Our integrated omnichannel presence provides meaningful benefits to
our consumers which we believe is not easily replicated by our competitors.
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Initial Public Offering


On May 7, 2021, we completed our initial public offering ("IPO") of 25,807,000
shares of our common stock at a stock price of $16.00 per share, resulting in
aggregate net proceeds to us of approximately $91.0 million, after deducting the
underwriting discount and commissions of $6.7 million and offering expenses of
$5.5 million. We sold 6,451,613 shares and certain existing stockholders sold an
aggregate of 19,355,387 shares. We granted the underwriters an option for a
period of 30 days to purchase up to an additional 3,871,050 shares of common
stock from the selling stockholders at $16.00 per share less the underwriting
discounts and commissions. In May 2021, the underwriters fully exercised the
option to purchase these additional shares from the selling stockholders. We did
not receive any proceeds from the sale of shares of our common stock by the
selling stockholders.

Key Factors Affecting Our Performance


We believe that the growth of our business and our future success are dependent
on many factors. While each of these factors presents significant opportunities
for us, they also pose important challenges that we must successfully address to
enable us to sustain the growth of our business and improve our operations while
staying true to our mission, including those discussed below and in the section
of this Quarterly Report on Form 10-Q titled "Risk Factors."

Ability to Grow Our Brand Awareness


Our brand is integral to the growth of our business and is essential to our
ability to engage and stay connected with the growing clean lifestyle consumer.
Honest is still unknown to many consumers, with unaided brand awareness of 29%
among diaper buyers according to our consumer research conducted in January
2022. In order to increase share of wallet of existing conscious consumers and
to attract new consumers, our brand has to maintain its trustworthiness and
authenticity. Our ability to attract new consumers will depend, among other
things, on our ability to successfully produce products that are free of defects
and communicate the value of those products as clean, sustainable and effective,
the efficacy of our marketing efforts and the offerings of our competitors.
Beyond preserving the integrity of our brand, our performance will depend on our
ability to augment our reach and increase the number of consumers aware of
Honest and our product portfolio. Given higher costs of digital marketing we
have and expect to continue to shift the focus of our marketing spend towards
supporting retail marketing programs and to make changes in our domestic and
global marketing initiatives to increase brand awareness. We believe our brand
strength will enable us to continue to expand across categories and channels,
allowing us to deepen relationships with consumers and expand our access to
global markets. Our performance depends significantly on factors that may affect
the level and pattern of consumer spending in the product categories in which we
operate.

Continued Innovation

Research, development and innovation are core elements underpinning our growth
strategy. Through our in-house research and development laboratories, we are
able to access the latest advancements in clean ingredients and continue to
innovate in the clean conscious lifestyle space. Based in Los Angeles,
California, our research and development team, including chemists and an
in-house toxicologist, develops innovative clean products based on the latest
green technology. At Honest, product innovation never stops. The improvement of
existing products and the introduction of new products have been, and continue
to be, integral to our growth. We have made significant investments in our
product development capabilities and plan to continue to do so in the future. We
believe our rigorous approach to product innovation has helped redefine and grow
the clean and natural product categories in which we operate. Our continued
focus on research and development will be central to attracting and retaining
consumers in the future. Our ability to successfully develop, market and sell
new products will depend on a variety of factors, including our continued
investment in innovation, integrated business planning processes and
capabilities.

We use connectivity to our community of consumers to provide lifestyle insights
that power innovation across categories. We use innovation to support our growth
objectives across our portfolio, as highlighted in the three core pillars of our
Innovation Framework: that we bring product innovation that 1) feeds and
nurtures our core values, 2) expands within our existing product categories, and
3) grows into new potential product categories adjacent to existing categories
that fit with our value proposition to the consumer.

We continue to innovate in each of our product categories in areas such as
breakthrough new product formulations, innovative packaging, costovation
(defined below) and marketing strategy, with a focus on driving "big bets"
across potential product adjacencies where we have: 1) permission to play with
consumers, 2) relevant domain expertise, and 3) the opportunity to expand across
a broader consumer demographic within an existing Honest home. We are also
focused on building a portfolio of products in complementary categories through
our Innovation Strategy and the momentum created by our Digital Strategy. We are
building an Honest community with the goal of creating a more holistic clean,
conscious home for consumers and customers alike. We strive for continuous
improvement in our existing products' safety, sustainability, efficacy and
design profile while achieving better performance often at lower cost, which we
refer to as costovation.
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Continued Product Category Growth


Our product mix is a driver of our financial performance given our focus on
accretive product launches and innovation to increase product margins. Even
though our growth strategy aims to boost sales across all categories, we intend
to prioritize growth in Skin and Personal Care given its attractive margin
characteristics and leverage our brand equity and consumer insights to extend
into new adjacent product categories. Since we launched our Innovation Strategy,
we have enhanced our product portfolio by strategically discontinuing certain
products and making calculated extensions within our three product categories.
These product changes have contributed to our revenue and margin growth.

Continued Execution of Omnichannel Strategy


The continued execution of our omnichannel strategy impacts our financial
performance. We intend to continue leveraging our marketing strategy to drive
increased consumer traffic to our flagship digital platform, Honest.com, as it
is a valuable tool for creating direct connections with our consumers,
influencing brand experience and understanding consumer preference and behavior.
Our partnerships with leading third-party retail platforms and national
retailers have broadened our consumer reach, raised our brand awareness and
enhanced our margins through operating leverage. We will continue to pursue
partnerships with a wide variety of retailers, including online retailers,
big-box retailers, grocery stores, drugstores and specialty retailers. Our
ability to execute this strategy will depend on a number of factors, such as
competitive dynamics and retailers' satisfaction with the sales and
profitability of our products, channel shifts of their customers, and their own
supply chain, order timing, and inventory needs, which may fluctuate from period
to period.

Operational and Marketing Efficiency


To grow our business, we intend to continue to improve our operational and
marketing efficiency, which includes attracting new consumers, increasing
community engagement and improving fulfillment and distribution operations. We
invest significant resources in marketing and content generation, use a variety
of brand and performance marketing channels and work continuously to improve
brand exposure at our retail partners to acquire new consumers. It is important
to maintain reasonable costs for these marketing efforts relative to the revenue
we expect to derive from our consumers. We leverage our proprietary Honest
Omni-Analytics to generate valuable consumer insights that guide our omnichannel
strategy and inform our marketing spend optimization. Our future success depends
in part on our ability to effectively attract consumers on a cost-efficient
basis and achieve efficiencies in our operations.

Our paid advertising includes search engine marketing, display, paid social
media and product placement and traditional advertising, such as direct mail,
television, radio and magazine advertising. Paid advertising costs significantly
increased industry-wide in 2021, which negatively impacted our ability to
cost-effectively drive traffic to Honest.com and contributed to the decline in
Digital revenue in 2021 and for the quarter ended March 31, 2022. We expect
these elevated costs in paid advertising to continue to impact marketing
efficiencies, costs and revenue in our Digital channel in 2022.

Overall Macro Trends


We have strategically positioned ourselves to benefit from several macro trends
related to changes in consumer behavior. We believe consumers' increasing
interest in a conscious lifestyle has contributed to higher demand for our
products. Further, the rise in digital shopping has complemented our flagship
digital platform, Honest.com, our presence with third-party ecommerce players
and our Retail partners' websites. During the three months ended March 31, 2022,
we continue to see the shift from Digital to Retail as more consumers chose to
return to in-store shopping. Changes in macro-level consumer spending trends,
including as a result of the COVID-19 pandemic, have resulted and could in the
future result in fluctuations in our operating results.


The COVID-19 pandemic caused general business disruption worldwide beginning in
January 2020. The full extent to which the COVID-19 pandemic will directly or
indirectly impact our cash flow, business, financial condition, results of
operations and prospects will depend on future developments that are uncertain.

Business Operations


As a result of the COVID-19 pandemic, our headquarters was temporarily closed
but has since reopened in a hybrid capacity. During the pandemic we implemented
travel restrictions and social distancing measures, including replacing many
in-person meetings with virtual interactions, as well as other precautions for
the safety of our employees, many of which we have continued into 2022. These
actions represented a significant change in how we operate our business, but we
believe that we successfully navigated this transition. We will continue to take
actions as may be required or recommended by government or health authorities or
as we determine are in the best interests of our employees and business partners
in light of the pandemic.
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The operations of our retail partners, manufacturers and suppliers have also
been impacted by the COVID-19 pandemic. While the duration and extent of the
COVID-19 pandemic depends on future developments that cannot be accurately
predicted at this time, it has already had an adverse effect on the global
economy and the ultimate societal and economic impact of the COVID-19 pandemic
remains unknown. In particular, the conditions caused by this pandemic may
negatively impact collections of accounts receivable and reduce expected
spending from new consumers, all of which could adversely affect our business,
financial condition, results of operations and prospects in the future.
Prolonged unfavorable economic conditions, including as a result of COVID-19 or
similar outbreaks, and any resulting recession or slowed economic growth, may
have an adverse effect on our sales and profitability.

Supply Chain Disruptions


We have experienced some impacts on our inventory availability and delivery
capacity since the COVID-19 outbreak, which to date has not significantly
impacted our ability to service our consumers and retail and third-party
ecommerce customers; however, the out-of-stock inventory due to supply chain
disruptions has been significant on several key items, particularly in our Skin
and Personal Care and Diapers and Wipes product categories. In the fourth
quarter of 2021, we experienced lower than expected inventory receipts due
largely to global supply chain delays, including a delay in receiving shipments
from overseas. We have taken measures to bolster key aspects of our supply
chain, such as ensuring sufficient inventory to support our continued growth,
new distribution and longer lead times. As a result of the COVID-19 pandemic and
other macroeconomic trends, we and our distribution partners have experienced
some disruptions to the operations of our fulfillment centers, including a
nationwide truck driver shortage. For example, during the fourth quarter of
2021, some employees at our warehouse facilities were ill with COVID-19 and/or
following quarantine protocols, which coupled with the nationwide truck driver
shortage, negatively impacted our and our distribution partner's ability to
fulfill orders in a timely manner and had a negative impact on our results of
operations. In addition, an international freight forwarder partner experienced
a cyber attack during the three months ended March 31, 2022 resulting in a delay
in the shipment and launch of our Beauty Restage products in Europe.

We continue to work with our existing manufacturing, logistics and other supply
chain partners to ensure our ability to service our consumers and retail and
third-party ecommerce customers. We have experienced and anticipate continued
increases in commodity prices, labor costs, input costs and transportation costs
in 2022. For example, some of our contracts with third-party manufacturers have
clauses that trigger good faith renegotiation of purchase costs in the case of
significant raw material cost escalation. In the fourth quarter of 2021, we were
informed by two third-party manufacturers in our Diapers and Wipes and Skin and
Personal Care categories that those hurdles had been met. As a result, we
negotiated and agreed to higher purchase prices which has negatively impacted
our cost of goods during the three months ended March 31, 2022 and will continue
to have a negative impact on our results of operations through the rest of 2022.
We implemented price increases that take effect in 2022 and have pursued
productivity initiatives to offset these price increases, but continue to
experience significant input cost levels that has and could continue to hamper
our ability to drive margin expansion.

The demand for sustainable packaging and ingredients is outpacing the supply of
these raw materials. For example, there is a supplier shortage of various raw
materials used in manufacturing and distributing our products, including
tree-free paper, post-consumer recycled plastic resin, post-consumer recycled
cardboard shipping cartons for our Honest.com shipments and palm kernel oil.

Consumer Preferences


We believe that during 2020, COVID-19 drove a demand shift towards our Digital
channel as consumers shifted to online shopping amid the pandemic. Given our
digitally-native brand and strong digital penetration, we believe we benefited
from this trend. Additionally, in 2020 we benefited from increasing consumer and
customer demand for sanitization and disinfecting products, which drove revenue
growth in our Household and Wellness product category. In 2021, we saw a
significant decline in consumer demand for sanitization and disinfecting
products as consumers returned to pre-COVID routines. In addition, retailers
continue to manage heavy inventories of these products in stores and warehouse
facilities.

Toward the end of 2021, we began to see increased consumer willingness to return
to in-store shopping as the economy reopened and more of the population became
vaccinated, driving revenue growth within our Retail channel, specifically
within our Diapers and Wipes and Skin and Personal Care product categories in
2021. During the three months ended March 31, 2022, the mix of revenue across
channels became more balanced between Retail and Digital.

Inventory

Inventory is reflected at net realizable value which includes a reserve for
excess inventory. We estimate reserve requirements based on current and
forecasted demand, including the ability to liquidate excess inventory and
estimated liquidation

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value. For example, given the significant decline in consumer demand for
sanitizing and disinfecting products, we recorded an inventory write-down of
$5.6 million during the year ended December 31, 2021 relating to certain
sanitization and disinfecting products as the amount of inventory was
significantly in excess of existing and projected demand. Management is
implementing various strategies to address this reduction in demand and the
related impact on gross margin, including higher markdowns and promotions to
clear through inventory, liquidation efforts, investing in new product ideas and
developing new creative advertising. There is no guarantee that customer demand
will increase in our favor or that we will be able to successfully implement
these strategies. Depending on future consumer behavior in relation to changes
in the COVID-19 pandemic and related aging of inventory, among other factors, we
may incur additional inventory write-downs and customer returns.

Components of Results of Operations

Revenue


We generate revenue through the sale of our products through Digital and Retail
channels in the following product categories: Diapers and Wipes, Skin and
Personal Care, and Household and Wellness. The Digital channel includes direct
sales to the consumer through our website and sales to third-party ecommerce
customers, who resell our products through their own online platforms. The
Retail channel includes sales to traditional brick and mortar retailers, who may
also resell our products through their own online platforms. Our revenue is
recognized net of allowances for returns, discounts, credits and any taxes
collected from consumers.

In 2019 we entered into a license agreement with Butterblu, LLC, or Butterblu,
pursuant to which we license certain of our trademarks to Butterblu for the
manufacture and distribution of certain baby apparel products in exchange for
royalties. Butterblu operates and maintains our baby apparel offerings
independently through the honestbabyclothing.com website. Our baby apparel
offerings and our license agreement with Butterblu are not currently material to
our business. For the three months ended March 31, 2022 and 2021, we collected
$0.4 million and $0.2 million, respectively, in royalty revenue related to our
license agreement.

Cost of Revenue

Cost of revenue includes the purchase price of merchandise sold to customers,
inbound and outbound shipping and handling costs, freight and duties, shipping
and packaging supplies, credit card processing fees and warehouse fulfillment
costs incurred in operating and staffing warehouses, including rent. Cost of
revenue also includes depreciation and amortization for warehouse fulfillment
facilities and equipment, allocated overhead and direct and indirect labor for
warehouse personnel.

Gross Profit and Gross Margin

Gross profit represents revenue less cost of revenue. Gross margin is gross
profit expressed as a percentage of revenue. Our gross margin may in the future
fluctuate from period to period based on a number of factors, including the mix
of products we sell, the channel through which we sell our products, the
innovation initiatives we undertake in each product category, the promotional
environment in the marketplace, manufacturing costs, commodity prices and
transportation rates, among other factors.

Operating Expenses

Our operating expenses consist of selling, general and administrative, marketing
and research and development expenses.

Selling, General and Administrative


Selling, general and administrative expenses consist primarily of personnel
costs, principally for our selling and administrative functions. These include
personnel-related expenses, including salaries, bonuses, benefits and
stock-based compensation expense. Selling, general and administrative expenses
also include technology expenses, professional fees, facility costs, including
insurance, utilities and rent relating to our headquarters, third-party product
development and marketing costs, depreciation and amortization and overhead
costs. We expect our general and administrative expenses to increase in absolute
dollars as we continue to grow our business and organizational capabilities.
Since our IPO, we have also incurred additional costs for employees and
third-party professional fees related to operating as a public company and costs
to comply with the rules and regulations applicable to companies listed on a
national securities exchange, costs related to compliance and reporting
obligations, and increased expenses for insurance, investor relations and
professional services.

Marketing


Marketing expenses include costs related to our branding initiatives, retail
customer marketing activities, point of purchase displays, targeted online
advertising through sponsored search, display advertising, email and influencer
marketing campaigns, market research, content production and other public
relations and promotional initiatives. Given higher costs in digital marketing,
we expect to shift the focus of our marketing spend towards supporting retail
marketing programs and top of
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funnel marketing activities. We will continue to invest in marketing initiatives
in our core product categories and hero products with key retailers, as well as
expand brand awareness, introduce new product innovation across multiple product
categories and implement new marketing strategies in the United States and
abroad. As we expand our distribution in existing international markets and
launch new products, we expect to make marketing investments to build brand
awareness, drive trial and set foundation for future revenue growth in global
markets.

Research and Development


Research and development expenses consist primarily of personnel-related
expenses for our research and development team. Research and development
expenses also include costs incurred for the development of new products,
improvement in the quality of existing products and the development and
implementation of new technologies to enhance the quality and value of products.
This includes the expense related to claims and clinical trials as well as
formulation and packaging testing. Research and development expenses also
include allocated depreciation and amortization and overhead costs. We expect
research and development expenses to increase in absolute dollars as we invest
in the enhancement of our product offerings through innovation and the
introduction of new adjacent product categories.

Interest and Other Income (Expense), Net


Interest income consists primarily of interest income earned on our short-term
investments and our cash and cash equivalents balances. Prior to the adoption of
Financial Accounting Standards Board Accounting Standard Update No 2016-02,
Leases (Topic 842), interest expense consisted primarily of the portion of rent
payments recognized as imputed interest expense under build-to-suit accounting
associated with our leasing arrangements.

Other income (expense), net consists primarily of our foreign currency exchange
gains and losses relating to transactions denominated in currencies other than
the U.S. dollar. We expect our foreign currency gains and losses to continue to
fluctuate in the future due to changes in both the volume of foreign currency
transactions and foreign currency exchange rates.

Income Tax Provision



We are subject to federal and state income taxes in the United States. Our
annual estimated tax rate differed from the U.S. federal statutory rate of 21%
primarily as a result of a valuation allowance against deferred tax assets,
stock-based compensation, state taxes, nondeductible executive compensation and
other permanent differences. We maintain a full valuation allowance for our
federal and state deferred tax assets, including net operating loss
carryforwards, as we have concluded that it is not more likely than not that the
deferred tax assets will be realized.


Results of Operations

The following table sets forth our condensed consolidated statements of
operations data for each of the periods indicated:

                                                                   For the three months ended March 31,
                                                                       2022                       2021
(In thousands)
Revenue                                                       $             68,719          $      81,032
Cost of revenue                                                             48,092                 52,651
Gross profit                                                                20,627                 28,381
Operating expenses
Selling, general and administrative(1)                                      19,611                 16,697
Marketing                                                                   13,465                 14,173
Research and development(1)                                                  2,096                  1,646
Total operating expenses                                                    35,172                 32,516
Operating loss                                                             (14,545)                (4,135)
Interest and other income (expense), net                                       (61)                  (327)
Loss before provision for income taxes                                     (14,606)                (4,462)
Income tax provision                                                            20                     22
Net loss                                                      $            (14,626)         $      (4,484)


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(1) Includes stock-based compensation expense as follows:

                                                               For the three months ended March 31,
                                                                    2022                      2021
(In thousands)
Selling, general and administrative                        $             3,370          $       1,748
Research and development                                                   178                     90
Total                                                      $             3,548          $       1,838

The following table sets forth our condensed consolidated statements of
operations data expressed as a percentage of revenue*:

                                               For the three months ended March 31,
                                                2022                          2021
                                                   (as a percentage of revenue)
Revenue                                             100.0 %                       100.0 %
Cost of revenue                                      70.0                          65.0
Gross profit                                         30.0                          35.0
Operating expenses
Selling, general and administrative                  28.5                          20.6
Marketing                                            19.6                          17.5
Research and development                              3.1                           2.0
Total operating expenses                             51.2                          40.1
Operating loss                                     (21.2)                         (5.1)
Interest and other income (expense), net            (0.1)                   

(0.4)

Loss before provision for income taxes             (21.3)                         (5.5)
Income tax provision                                    -                             -
Net loss                                           (21.3) %                       (5.5) %


* Amounts may not sum due to rounding.

Comparison of the Three Months Ended March 31, 2022 and 2021

Revenue
                                          For the three months ended March 31,
                                    2022                  2021        $ change       % change
(In thousands, except percentages)
By Product Category
Diapers and Wipes        $      43,289                 $ 49,574      $  (6,285)          (12.7) %
Skin and Personal Care          21,266                   26,245         (4,979)          (19.0)
Household and Wellness           4,164                    5,213         (1,049)          (20.1)
Total Revenue            $      68,719                 $ 81,032      $ (12,313)          (15.2) %



                                 For the three months ended March 31,
                           2022                  2021        $ change       % change
(In thousands, except percentages)
By Channel
Digital         $      34,260                 $ 42,461      $  (8,201)          (19.3) %
Retail                 34,459                   38,571         (4,112)          (10.7)
Total Revenue   $      68,719                 $ 81,032      $ (12,313)          (15.2) %



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Revenue was $68.7 million for the three months ended March 31, 2022, as compared
to $81.0 million for the three months ended March 31, 2021. The decrease of
$12.3 million, or 15.2%, was driven by a $6.3 million, $5.0 million and $1.0
million revenue decline in Diapers and Wipes, Skin and Personal Care and
Household and Wellness products, respectively. The revenue decrease in Diapers
and Wipes was primarily driven by a $4.9 million decrease in diaper revenue and
$1.4 million decrease in wipes revenue due to lower traffic and revenue in our
Digital channel partially as the price of digital marketing escalated and
impacted our ability to cost-effectively drive traffic to our digital platforms.
Our wipes revenue was also impacted by supply chain constraints and out-of-stock
inventory related to port closures and delays. The revenue decrease in Skin and
Personal Care was primarily driven by $3.4 million in liquidation sales in
advance of our Beauty Restage to clear out legacy inventory during the three
months ended March 31, 2021 that did not occur during the three months ended
March 31, 2022. Skin and Personal Care was also impacted by a $1.1 million
decrease in beauty product sales in our Digital channel due to lower digital
traffic, increased marketing costs due to the higher price of digital marketing
and certain product out-of-stocks driven by supply chain constraints. The
Household and Wellness revenue decrease was primarily driven by a decrease in
overall consumer demand for sanitization and disinfecting products.

The reduction in revenue in our Retail channel for the three months ended March
31, 2022, compared to the three months ended March 31, 2021, was primarily due
to $3.4 million in liquidation sales in advance of our Beauty Restage to clear
out legacy inventory, as well as a decrease of $1.4 million in revenue from a
sanitizing and disinfecting rotational program with a key retail partner during
the three months ended March 31, 2021 that did not occur during the three months
ended March 31, 2022, partially offset by an increase of $1.1 million in revenue
with a key retailer driven by strong in-store traffic and expanded store and SKU
count. The reduction in revenue in our Digital channel for the three months
ended March 31, 2022, compared to the three months ended March 31, 2021, was
primarily due to consumers returning to in-store shopping and higher digital
marketing costs which impacted the ability to cost-effectively drive traffic to
Honest.com and digital partners.

Cost of Revenue and Gross Profit

                                   For the three months ended March 31,
                             2022                   2021        $ change      % change
(In thousands, except percentages)
Cost of revenue   $      48,092                  $ 52,651      $ (4,559)           (8.7) %
Gross profit      $      20,627                  $ 28,381      $ (7,754)          (27.3) %



Cost of revenue was $48.1 million for the three months ended March 31, 2022, as
compared to $52.7 million for the three months ended March 31, 2021. The
decrease of $4.6 million, or 8.7%, was primarily due to lower sales revenue,
resulting in fixed cost deleverage; higher input, transportation, freight and
warehouse labor costs; and higher trade promotions as compared to the first
quarter of 2021. Cost of revenue as a percentage of revenue increased by 501
basis points primarily due to higher input costs, especially in transportation,
freight and warehouse labor costs, along with higher trade promotions as
compared to the three months ended March 31, 2021.

Gross profit was $20.6 million for the three months ended March 31, 2022, as
compared to $28.4 million for the three months ended March 31, 2021. The
decrease of $7.8 million, or 27.3%, was primarily due to the decrease in revenue
in our three product categories, fixed cost deleverage and higher input costs,
partially offset by pricing increases that went into effect in 2022, favorable
product mix and cost savings.

Operating Expenses

Selling, General and Administrative Expenses

                                                                       For 

the three months ended March 31,

                                                           2022                2021            $ change           % change
(In thousands, except percentages)
Selling, general and administrative                  $      19,611          $ 16,697          $  2,914                   17.5 %



Selling, general and administrative expenses were $19.6 million for the three
months ended March 31, 2022 as compared to $16.7 million for the three months
ended March 31, 2021. The increase of $2.9 million, or 17.5%, was primarily due
to an increase of $1.6 million in stock-based compensation expense and $0.9
million increase in costs related to insurance for operating as a public
company.

Marketing Expenses

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                               For the three months ended March 31,
                         2022                    2021        $ change       % change
(In thousands, except percentages)
Marketing   $       13,465                    $ 14,173      $    (708)           (5.0) %



Marketing expenses were $13.5 million for the three months ended March 31, 2022,
as compared to $14.2 million for the three months ended March 31, 2021. The
decrease of $0.7 million, or 5.0%, was primarily due to a higher level of spend
in the three months ended March 31, 2021 to support the launch of our Clean
Conscious Diapers, and reflected a shift to trade promotions in support of
retail distribution and merchandising.


Research and Development Expenses

For the three months ended March 31,

                                                              2022              2021            $ change           % change
(In thousands, except percentages)
Research and development                                   $  2,096          $ 1,646          $     450                   27.3 %



Research and development expenses were $2.1 million for the three months ended
March 31, 2022, as compared to $1.6 million for the three months ended March 31,
2021. The increase of $0.5 million, or 27.3%, was primarily related to our 2022
strategic product plan.

Interest and Other Income (Expense), Net

For the three months ended March 31,

                                                                2022               2021            $ change           % change
(In thousands, except percentages)
Interest and other income (expense), net                   $        (61)         $ (327)         $     266                  -81.3 %



Interest and other income (expense), net was net expense of $0.1 million for the
three months ended March 31, 2022, as compared to net expense of $0.3 million
for the three months ended March 31, 2021. The decrease of $0.3 million, or
81.3%, was primarily due to a decrease in interest expense related to the
derecognition of our built-to-suit lease. Under the new lease accounting related
to the adoption of ASC 842, all lease expense related to the built-to-suite
lease is now included in the cost of revenue.

Liquidity and Capital Resources


We have incurred net losses and net cash outflows from operating activities
since our inception. Prior to our IPO, our available liquidity and operations
were financed primarily through the sale of redeemable convertible preferred
stock, equity securities and to a lesser extent, debt financing. Upon the
closing of our IPO, we received net proceeds of approximately $91.1 million,
after deducting underwriting discounts and commissions of $6.7 million and
offering expenses of $5.4 million. As of March 31, 2022, we had $44.7 million of
cash and cash equivalents and $33.4 million of short-term investments. Although
we are dependent on our ability to generate sufficient cash flow from operations
or raise capital to achieve our business objectives, we believe our existing
cash, cash equivalents, and short-term investments will be sufficient to meet
our short-term and long-term working capital and capital expenditure needs.
Future capital requirements will depend on many factors, including our rate of
revenue growth, gross margin and the level of expenditures in all areas of the
Company. To the extent that existing capital resources and sales growth are not
sufficient to fund future activities, we will need to raise capital through
additional equity or debt financing. Additional funds may not be available on
terms favorable to us or at all. Failure to raise additional capital, if and
when needed, could have a material adverse effect on our financial position,
results of operations, and cash flows.

2021 Credit Facility



In April 2021, we entered into a first lien credit agreement (the "2021 Credit
Facility"), with JPMorgan Chase Bank, N.A., as administrative agent and lender,
and the other lenders party thereto, which provides for a $35.0 million
revolving credit facility that matures on April 30, 2026. The 2021 Credit
Facility includes a subfacility that provides for the issuance of letters of
credit in an amount of up to $10.0 million at any time outstanding, which
reduces the amount available under the 2021 Credit Facility.

                                       30
--------------------------------------------------------------------------------


As of March 31, 2022, there were outstanding standby letters of credit of $6.3
million related to lease obligations with $28.7 million available to be drawn
upon. The 2021 Credit Facility is subject to customary fees for loan facilities
of this type, including a commitment fee based on the average daily undrawn
portion of the revolving credit facility. We expensed the commitment fee and
included it in interest and other expense, net in the condensed consolidated
statements of comprehensive loss. For the three months ended March 31, 2022, the
commitment fee incurred was immaterial. The interest rate applicable to the 2021
Credit Facility is, at our option, either (a) the LIBOR (or a replacement rate
established in accordance with the terms of the 2021 Credit Facility) (subject
to a 0.00% LIBOR floor), plus a margin of 1.50% or (b) the CB floating rate
minus a margin of 0.50%. The CB floating rate is the higher of (a) the Wall
Street Journal prime rate and (b)(i) 2.50% plus (ii) the adjusted LIBOR rate for
a one-month interest period.


The 2021 Credit Facility will terminate and borrowings thereunder, if any, will
be due on April 30, 2026. As of March 31, 2022, there was no outstanding balance
under the 2021 Credit Facility. We are required to follow certain covenants. As
of March 31, 2022, we are in compliance with the net leverage ratio covenant.


Refer to Note 6 included in these condensed consolidated financial statements
for more information on the 2021 Credit Facility.

Cash Flows

The following table summarizes our cash flows for the periods presented:


                                                             For the three months ended March 31,
(In thousands)                                                    2022                  2021
Net cash used in operating activities                        $    (14,702)         $    (11,964)
Net cash provided by investing activities                    $      8,609          $     21,786
Net cash provided by (used in) financing activities          $         45          $     (1,382)


Operating Activities

Our largest source of operating cash is from the sales of our products through
Digital and Retail channels to our consumers and customers. Our primary uses of
cash from operating activities are for cost of revenue expenses, selling,
general and administrative expenses, marketing expenses and research and
development expenses. We have generated negative cash flows from operating
activities and have supplemented working capital requirements through net
proceeds from the sale and maturity of short-term investments.

Net cash used in operating activities of $14.7 million for the three months
ended March 31, 2022 was primarily due to net loss of $14.6 million, non-cash
adjustments of $5.9 million and a net decrease in cash related to changes in
operating assets and liabilities of $6.0 million. Non-cash adjustments primarily
consisted of stock-based compensation of $3.5 million, amortization of operating
ROU assets of $1.6 million and depreciation and amortization of $0.7 million.
Changes in cash flows related to operating assets and liabilities primarily
consisted of a $7.7 million increase in inventory due to timing of inventory
purchases, a $1.6 million use of cash due to the timing of payments associated
with our accounts payable and a $1.5 million use of cash due to operating
leasing obligations, offset by a $3.0 million decrease in prepaid expenses and
other assets due to timing of payments and a $1.8 million decrease in accounts
receivable due to lower revenue in the three months ended March 31, 2022.

Net cash used in operating activities of $12.0 million for the three months
ended March 31, 2021 was primarily due to net loss of $4.5 million, non-cash
adjustments of $3.0 million and a net decrease in cash related to changes in
operating assets and liabilities of $10.5 million. Non-cash adjustments
primarily consisted of stock-based compensation of $1.8 million and depreciation
and amortization of $1.1 million. Changes in cash flows related to operating
assets and liabilities primarily consisted of a $5.6 million use of cash due to
the timing of payments associated with our accounts payable and operating
leasing obligations and $1.0 million use of cash due to timing of payments on
prepaid expenses and other assets, as well as the non-monetary sale of our
legacy beauty inventory for future marketing and transportation credits. These
uses of cash were partially offset by $4.9 million increase in accounts
receivable due to increase in sales from retail customers and a $0.9 million
reduction in inventory due to timing of inventory purchases.


Investing Activities

Our primary source of investing cash is the sale and maturity of short-term
investments and our primary use of investing cash is the purchase of short-term
investments and property and equipment.

                                       31
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Net cash used in investing activities of $8.6 million for the three months ended
March 31, 2022 was primarily due to maturities of short-term investments of $8.8
million.


Net cash provided by investing activities of $21.8 million for the three months
ended March 31, 2021 was due to proceeds from the sales and maturities of
short-term investments of $13.6 million and $8.5 million, respectively, net of
purchases of short-term investments of $0.3 million and purchases of property
and equipment of $0.1 million.



Financing Activities

Our financing activities primarily consisted of proceeds from sales of
securities, payment of offering costs, proceeds from stock option award
exercises and principal payments of financing lease obligations.


Net cash provided by financing activities of $45 thousand for the three months
ended March 31, 2022 primarily consisted of proceeds from stock option
exercises, partially offset by principal payments of financing lease obligations
and taxes paid related to net share settlement of equity awards.

Net cash used in financing activities of $1.4 million for the three months ended
March 31, 2021 primarily consisted of payments of deferred offering costs in
connection with our IPO of $1.1 million and principal payments of financing
lease obligations of $0.3 million.

Dividends


In April 2021, our board of directors declared a cash dividend of $35.0 million
to the holders of record of our common stock and our redeemable convertible
preferred stock as of May 3, 2021, which we paid on June 29, 2021 (the "2021
Dividend"). Other than the 2021 Dividend, we have not declared or paid cash
dividends on our capital stock, and we do not anticipate declaring or paying any
cash dividends other than the 2021 Dividend in the foreseeable future. Any
future determination regarding the declaration and payment of dividends, if any,
will be at the discretion of our board of directors and will depend on
then-existing conditions, including our financial condition, operating results,
contractual restrictions (including any restrictions in our then-existing debt
arrangements), capital requirements, business prospects and other factors our
board of directors may deem relevant. The 2021 Credit Facility contains
restrictions on our ability to pay dividends.

Non-GAAP Financial Measure

We prepare and present our condensed consolidated financial statements in
accordance with GAAP. However, management believes that adjusted EBITDA, a
non-GAAP financial measure, provides investors with additional useful
information in evaluating our performance.

We calculate adjusted EBITDA as net income (loss), adjusted to exclude:
(1) interest and other (income) expense, net; (2) income tax provision;
(3) depreciation and amortization; (4) stock-based compensation expense,
including payroll tax; (5) the IPO bonuses in the second quarter of 2021,
including associated payroll taxes and expenses, and third-party costs
associated with our IPO in 2021; and (6) in certain periods, litigation and
settlement fees associated with certain non-ordinary course litigation.



Adjusted EBITDA is a financial measure that is not required by, or presented in
accordance with GAAP. We believe that adjusted EBITDA, when taken together with
our financial results presented in accordance with GAAP, provides meaningful
supplemental information regarding our operating performance and facilitates
internal comparisons of our historical operating performance on a more
consistent basis by excluding certain items that may not be indicative of our
business, results of operations or outlook. In particular, we believe that the
use of adjusted EBITDA is helpful to our investors as it is a measure used by
management in assessing the health of our business, determining incentive
compensation and evaluating our operating performance, as well as for internal
planning and forecasting purposes.


Adjusted EBITDA is presented for supplemental informational purposes only, has
limitations as an analytical tool and should not be considered in isolation or
as a substitute for financial information presented in accordance with GAAP.
Some of the limitations of adjusted EBITDA include that (1) it does not reflect
capital commitments to be paid in the future; (2) although depreciation and
amortization are non-cash charges, the underlying assets may need to be replaced
and adjusted EBITDA does not reflect these capital expenditures; (3) it does not
consider the impact of stock-based compensation expense; (4) it does not reflect
other non-operating expenses, including interest expense; (5) it does not
include the IPO bonuses, including associated payroll taxes and expenses, or
third-party costs associated with the preparation of the IPO; (6) it does not
reflect tax payments that may represent a reduction in cash available to us; and
(7) does not include certain non-ordinary cash expenses that we do not believe
are representative of our business on a steady-state basis. In addition, our use
of adjusted EBITDA may not be comparable to similarly titled measures of other
companies because they may not calculate adjusted EBITDA in the same manner,
limiting its

                                       32
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usefulness as a comparative measure. Because of these limitations, when
evaluating our performance, you should consider adjusted EBITDA alongside other
financial measures, including our net income (loss) and other results stated in
accordance with GAAP.


The following table presents a reconciliation of net income (loss), the most
directly comparable financial measure stated in accordance with GAAP, to
adjusted EBITDA, for each of the periods presented:



                                                                    For the three months ended March 31,
(In thousands)                                                          2022                       2021
Reconciliation of Net Loss to Adjusted EBITDA
Net loss                                                       $            (14,626)         $      (4,484)
Interest and other (income) expense, net                                         61                    327
Income tax provision                                                             20                     22
Depreciation and amortization                                                   720                  1,090
Stock-based compensation                                                      3,548                  1,838

Related IPO and other transaction-related expenses(1)                             -                  1,075
Payroll tax expense related to stock-based compensation                          13                      -
Adjusted EBITDA                                                $            (10,264)         $        (132)


__________________

(1) Includes IPO-related costs, including transaction-related third-party
expenses, which are generally incremental costs incurred associated with the
preparation of the IPO.

Material Cash Requirements

As of March 31, 2022, there were no material changes to our material cash
requirements from those described under “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” in our Annual Report.

Critical Accounting Policies and Estimates


Our condensed consolidated financial statements and the related notes thereto
included elsewhere in this Quarterly Report on Form 10-Q are prepared in
accordance with GAAP. The preparation of condensed consolidated financial
statements requires us to make estimates and assumptions that affect the
reported amounts of assets, liabilities, revenue, costs and expenses and related
disclosures. We base our estimates on historical experience and on various other
assumptions that we believe to be reasonable under the circumstances. Actual
results could differ significantly from our estimates. To the extent that there
are differences between our estimates and actual results, our future financial
statement presentation, financial condition, results of operations and cash
flows will be affected.

Our critical accounting estimates are described under the heading "Management's
Discussion and Analysis of Financial Condition and Results of
Operations-Critical Accounting Policies and Estimates" in our Annual Report and
the notes to the audited consolidated financial statements appearing in our
Annual Report. During the three months ended March 31, 2022, there were no
material changes to our critical accounting estimates from those discussed in
our Annual Report. Refer to Note 2 and 13 to our condensed consolidated
financial statements included in this Quarterly Report on Form 10-Q for a
discussion of the adoption of ASC 842 and related policy changes.

Recent Accounting Pronouncements


Refer to Note 2 to our condensed consolidated financial statements included in
this Quarterly Report on Form 10-Q for a discussion of recently adopted
accounting pronouncements and recently issued accounting pronouncements not yet
adopted.

Emerging Growth Company Status


In April 2012, the JOBS Act was enacted. Section 107(b) of the JOBS Act provides
that an emerging growth company can take advantage of an extended transition
period for complying with new or revised accounting standards. Thus, an emerging
growth company can delay the adoption of certain accounting standards until
those standards would otherwise apply to private companies. We have elected to
take advantage of the extended transition period to comply with new or revised
accounting standards and to adopt certain of the reduced disclosure requirements
available to emerging growth companies. As a result of the accounting standards
election, we are not subject to the same implementation timing for new or
revised accounting standards as other public companies that are not emerging
growth companies which may make comparison of our financials to those of other
public companies more difficult.


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