UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

~~Form~~

FORM 10-Q

(Mark One)

☒
☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~January 27, 2018~~

October 31, 2020

☐
☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-38291

~~Stitch Fix, Inc.~~

STITCH FIX, INC.

(Exact ~~Name~~name of ~~Registrant~~registrant as ~~Specified~~specified in its ~~Charter)~~

charter)

~~Delaware~~		~~27-5026540~~


Delaware									27-5026540
(State or ~~Other Jurisdiction~~other jurisdiction of ~~Incorporation~~ incorporation or ~~Organization)~~ organization)									(I.R.S. Employer Identification No.)

1 Montgomery Street, Suite 1500

San Francisco, California 94104

(Address of principal executive offices and zip code)

(415) 882-7765

(Registrant's telephone number, including area code)

~~1 Montgomery Street, Suite 1500~~

~~San Francisco, CA~~

Securities registered pursuant to Section 12(b) of the Act:

~~94104~~

~~(Address~~Title of ~~Principal Executive Offices)~~

Each Class

~~(Zip Code)~~

Trading Symbol

Name of Each Exchange on Which Registered

Class A common stock, par value $0.00002 per share

SFIX

Nasdaq Global Select Market

~~(415) 882-7765~~

~~(Registrant’s Telephone Number, Including Area Code)~~

Indicate by check mark whether the ~~registrant:~~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. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ 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 ~~and post~~ such files). Yes ☒ No

☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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

☐

Non-accelerated filer

☐

☒ ~~(Do not check if a smaller reporting company)~~

Smaller reporting company

☐

Emerging growth company

☒

☐

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. ☒

☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐No ☒

As of ~~March 9, 2018~~December 3, 2020, the number of outstanding shares of the registrant’s Class A common stock, par value $0.00002 per share, was ~~17,256,799,~~62,902,394, and the number of outstanding shares of the registrant’s Class B common stock, par value $0.00002 per share, was ~~79,931,282.~~

41,959,188.

STITCH FIX, INC.

TABLE OF CONTENTS

	~~Page No~~.
		Page No.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements:		3
Condensed Consolidated Balance Sheets ~~as of January 27, 2018 and July 29, 2017~~		3
Condensed Consolidated Statements of Operations and Comprehensive Income ~~for the three and six months ended January 27, 2018 and January 28, 2017~~(Loss)		4
Condensed Consolidated Statements of ~~Convertible Preferred Stock and~~ Stockholders’ Equity ~~as of January 27, 2018~~		5
Condensed Consolidated Statements of Cash ~~Flows for the six months ended January 27, 2018 and January 28, 2017~~Flow		6
Notes to the Condensed Consolidated Financial Statements		7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		15 19
Item 3. Quantitative and Qualitative Disclosures About Market Risk		24 27
Item 4. Controls and Procedures		24 27

PART II. OTHER INFORMATION		26 28
Item 1. Legal Proceedings		26 28
Item 1A. Risk Factors		26 28
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		42 48
Item 3. Defaults Upon Senior Securities		42 48
Item 4. Mine Safety Disclosures		43 48
Item 5. Other Information		43 48
Item 6. Exhibits		43 49
Signatures		45 50

In this Quarterly Report on Form 10-Q, “we,” “our,” “us,” “Stitch Fix,” and “the Company” refer to Stitch Fix, Inc. The Stitch Fix logo and other trade names, trademarks or service marks of Stitch Fix are the property of Stitch Fix, Inc. This Quarterly Report on Form 10-Q contains references to our trademarks and to trademarks belonging to other entities. Trade names, trademarks and service marks of other companies appearing in this Quarterly Report on Form 10-Q are the property of their respective holders. We do not intend our use or display of other companies’ trade names or trademarks to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

PART I. ~~FINANCI~~ALFINANCIAL INFORMATION


ITEM 1.			FINANCIAL STATEMENTS

Stitch Fix, Inc.

Condensed Consolidated Balance Sheets

(Unaudited)

(In thousands, except share and per share amounts)

January 27, 2018

July 29, 2017

Assets

Current assets:

Cash

$
266,374

$
110,608

Restricted cash

—

250

Inventory, net

80,094

67,592

Prepaid expenses and other current assets

11,653

19,312

Total current assets

358,121

197,762

Property and equipment, net

30,875

26,733

Deferred tax assets

14,493

19,991

Restricted cash, net of current portion

9,100

9,100

Other long-term assets

3,813

3,619

Total assets

$
416,402

$
257,205

Liabilities, Convertible Preferred Stock and Stockholders’ Equity

Current liabilities:

Accounts payable

$
55,145

$
44,238

Accrued liabilities

51,077

46,363

Preferred stock warrant liability

—

26,679

Gift card liability

8,151

5,190

Deferred revenue

10,433

7,150

Other current liabilities

4,953

4,298

Total current liabilities

129,759

133,918

Deferred rent, net of current portion

10,752

11,781

Other long-term liabilities

4,794

7,423

Total liabilities

145,305

153,122

Commitments and contingencies (Note 6)

Convertible preferred stock, $0.00002 par value – zero and 60,577,280 shares authorized as of
   January 27, 2018 and July 29, 2017, respectively; zero and 59,511,055 shares issued and
outstanding as of January 27, 2018 and July 29, 2017, respectively; aggregate liquidation preference of $42,389 as of July 29, 2017

—

42,222

Stockholders’ equity:

Preferred stock, $0.00002 par value – 20,000,000 and zero shares authorized as of
   January 27, 2018 and July 29, 2017, respectively; zero shares issued and outstanding
  as of January 27, 2018 and July 29, 2017

—

—

Class A common stock, $0.00002 par value – 2,000,000,000 and zero shares authorized as of
  January 27, 2018 and July 29, 2017, respectively; 9,175,557 and zero shares issued
   and outstanding as of January 27, 2018 and July 29, 2017, respectively

—

—

Class B common stock, $0.00002 par value – 100,000,000 shares authorized as of
  January 27, 2018 and July 29, 2017; 87,885,193 and 26,834,535 shares issued
   and outstanding as of January 27, 2018 and July 29, 2017, respectively ⁽¹⁾

2

1

Additional paid-in capital

219,108

27,002

Retained earnings

51,987

34,858

Total stockholders’ equity

271,097

61,861

Total liabilities, convertible preferred stock and stockholders’ equity

$
416,402

$
257,205

⁽¹⁾Shares authorized, issued and outstanding as of July 29, 2017 includes common stock prior to our initial public offering. Please see Note 1 for additional details.


	October 31, 2020		August 1, 2020
Assets
Current assets:
Cash and cash equivalents	$	200,346	$	143,455
Short-term investments	187,979		143,037
Inventory, net	156,786		124,816
Prepaid expenses and other current assets	52,322		55,002
Total current assets	597,433		466,310
Long-term investments	41,592		95,097
Property and equipment, net	71,275		70,369
Operating lease right-of-use assets	135,561		132,615

Other long-term assets	34,363		5,038
Total assets	$	880,224	$	769,429
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	129,547	$	85,177
Operating lease liabilities	25,531		24,333
Accrued liabilities	110,800		77,590

Gift card liability	8,319		8,590
Deferred revenue	14,963		13,059
Other current liabilities	5,902		3,406
Total current liabilities	295,062		212,155
Operating lease liabilities, net of current portion	140,298		140,175

Other long-term liabilities	16,277		16,062
Total liabilities	451,637		368,392
Commitments and contingencies (Note 6)
Stockholders’ equity:

Class A common stock, $0.00002 par value – 2,000,000,000 shares authorized as of October 31, 2020, and August 1, 2020; 60,979,702 and 58,440,930 shares issued and outstanding as of October 31, 2020, and August 1, 2020, respectively	1		1
Class B common stock, $0.00002 par value – 100,000,000 shares authorized as of October 31, 2020, and August 1, 2020; 43,742,039 and 45,314,577 shares issued and outstanding as of October 31, 2020, and August 1, 2020, respectively	1		1
Additional paid-in capital	367,760		348,750
Accumulated other comprehensive income (loss)	1,727		2,728
Retained earnings	59,098		49,557
Total stockholders’ equity	428,587		401,037
Total liabilities and stockholders’ equity	$	880,224	$	769,429

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Stitch Fix, Inc.

Condensed Consolidated Statements of Operations and Comprehensive Income

(Loss)

(Unaudited)

(In thousands, except share and per share amounts)

For the Three Months Ended

For the Six Months Ended

January 27, 2018

January 28, 2017

January 27, 2018

January 28, 2017

Revenue, net

$
295,906

$
237,775

$
591,469

$
473,779

Cost of goods sold

168,523

131,053

335,071

256,979

Gross profit

127,383

106,722

256,398

216,800

Selling, general and administrative expenses

111,771

105,835

231,242

189,385

Operating income

15,612

887

25,156

27,415

Remeasurement of preferred stock warrant liability

(1,614
)

1,146

(10,685
)

2,649

Other income, net

(18
)

(6
)

(35
)

(13
)
Income (loss) before income taxes

17,244

(253
)

35,876

24,779

Provision for (benefit from) income taxes

13,603

(486
)

18,747

11,303

Net income and comprehensive income

$
3,641

$
233

$
17,129

$
13,476

Earnings per share attributable to common stockholders:

Basic

$
0.04

$
—

$
0.18

$
0.14

Diluted

$
0.02

$
—

$
0.06

$
0.14

Weighted-average shares used to compute earnings per share attributable to common stockholders:

Basic

82,439,351

—

54,377,466

24,546,556

Diluted

87,954,656

—

60,599,568

29,134,729


	For the Three Months Ended
	October 31, 2020		November 2, 2019
Revenue, net	$	490,423	$	444,815
Cost of goods sold	270,972		243,513
Gross profit	219,451		201,302
Selling, general, and administrative expenses	238,984		201,142
Operating income (loss)	(19,533)		160

Interest (income) expense	(1,161)		(1,653)
Other (income) expense, net	205		834
Income (loss) before income taxes	(18,577)		979
Provision (benefit) for income taxes	(28,118)		1,157
Net income (loss)	$	9,541	$	(178)
Other comprehensive income (loss):
Change in unrealized gain (loss) on available-for-sale securities, net of tax	(663)		(172)
Foreign currency translation	(338)		1,755
Total other comprehensive income (loss), net of tax	(1,001)		1,583
Comprehensive income (loss)	$	8,540	$	1,405
Net income (loss) attributable to common stockholders:
Basic	$	9,541	$	(178)
Diluted	$	9,541	$	(178)
Earnings (loss) per share attributable to common stockholders:
Basic	$	0.09	$	(0.00)
Diluted	$	0.09	$	(0.00)
Weighted-average shares used to compute earnings (loss) per share attributable to common stockholders:
Basic	104,134,850		101,557,546
Diluted	109,477,354		101,557,546

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Stitch Fix, Inc.

Condensed Consolidated Statements of ~~Convertible Preferred Stock and~~ Stockholders’ Equity

(Unaudited)

(In thousands, except share amounts)

Convertible
Preferred Stock

Common Stock

Additional
Paid-In

Retained

Total
Stockholders'

Shares

Amount

Shares

Amount

Capital

Earnings

Equity

Balance as of July 29, 2017

59,511,055

$
42,222

26,834,535

$
1

$
27,002

$
34,858

$
61,861

Issuance of Class A common stock upon initial public offering, net of offering costs

—

—

9,175,557

—

127,033

—

127,033

Issuance of Class B common stock upon conversion of convertible preferred stock

(59,511,055
)

(42,222
)

59,511,055

1

42,221

—

42,222

Reclassification of warrant liability to additional paid-in capital upon the initial public offering

—

—

1,066,225

—

15,994

—

15,994

Issuance of Class B common stock upon exercise of stock options

—

—

492,857

—

1,006

—

1,006

Repurchase of Class B common stock related to early exercised options

—

—

(19,479
)

—

—

—

—

Vesting of early exercised options

—

—

—

—

456

—

456

Stock-based compensation

—

—

—

—

5,396

—

5,396

Net income

—

—

—

—

—

17,129

17,129

Balance as of January 27, 2018

—

$
—

97,060,750

$
2

$
219,108

$
51,987

$
271,097

























	For the Three Months Ended October 31, 2020
		Common Stock			Additional Paid-In Capital		Accumulated Other Comprehensive Income (Loss)		Retained Earnings		Total Stockholders’ Equity
		Shares	Amount
Balance as of August 1, 2020		103,755,507	2		348,750		2,728		49,557		$	401,037
Issuance of common stock upon exercise of stock options		525,316	—		5,106		—		—		5,106
Issuance of common stock upon settlement of restricted stock units, net of tax withholdings		440,918	—		(7,002)		—		—		(7,002)

Stock-based compensation		—	—		20,906		—		—		20,906
Net income (loss)		—	—		—		—		9,541		9,541
Other comprehensive income (loss), net of tax		—	—		—		(1,001)		—		(1,001)
Balance as of October 31, 2020		104,721,741	$	2	$	367,760	$	1,727	$	59,098	$	428,587

	For the Three Months Ended November 2, 2019
		Common Stock			Additional Paid-In Capital		Accumulated Other Comprehensive Income (Loss)		Retained Earnings		Total Stockholders’ Equity
		Shares	Amount
Balance as of August 3, 2019		101,397,480	$	2	$	279,511	$	(187)	$	116,674	$	396,000
Issuance of common stock upon exercise of stock options		122,668	—		518		—		—		518
Issuance of restricted stock units, net of tax withholdings		188,498	—		(2,212)		—		—		(2,212)

Stock-based compensation		—	—		12,903		—		—		12,903
Net income (loss)		—	—		—		—		(178)		(178)
Other comprehensive income (loss), net of tax		—	—		—		1,583		—		1,583
Balance as of November 2, 2019		101,708,646	$	2	$	290,720	$	1,396	$	116,496	$	408,614

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Stitch Fix, Inc.

Condensed Consolidated Statements of Cash Flow

(Unaudited)

(In thousands)

For the Six Months Ended

January 27, 2018

January 28, 2017

Cash Flows from Operating Activities

Net income

$
17,129

$
13,476

Adjustments to reconcile net income to net cash provided by operating activities:

Deferred income taxes

5,498

(847
)
Remeasurement of preferred stock warrant liability

(10,685
)

2,649

Inventory reserves

7,027

3,177

Compensation expense related to certain stock sales by current and former employees

—

9,699

Stock-based compensation expense

5,135

1,362

Depreciation and amortization

4,888

3,385

Loss on disposal of property and equipment

131

(7
)
Change in operating assets and liabilities:

Inventory

(19,529
)

(10,470
)
Prepaid expenses and other assets

5,078

(9,417
)
Accounts payable

10,843

13,629

Accrued liabilities

4,484

14,914

Deferred revenue

3,283

1,321

Gift card liability

2,961

3,588

Other liabilities

(2,508
)

3,073

Net cash provided by operating activities

33,735

49,532

Cash Flows from Investing Activities

Purchase of property and equipment

(8,232
)

(11,367
)
Net cash used in investing activities

(8,232
)

(11,367
)
Cash Flows from Financing Activities

Proceeds from initial public offering, net of underwriting discounts paid

129,046

—

Proceeds from the exercise of stock options

1,006

922

Repurchase of Class B common stock related to early exercised options

(39
)

(3,557
)
Net cash provided by (used in) financing activities

130,013

(2,635
)
Net increase in cash and restricted cash

155,516

35,530

Cash and restricted cash at beginning of period

119,958

101,492

Cash and restricted cash at end of period

$
275,474

$
137,022

Components of cash and restricted cash

Cash

$
266,374

$
127,672

Restricted cash – current portion

—

—

Restricted cash – long-term portion

9,100

9,350

Total cash and restricted cash

$
275,474

$
137,022

Supplemental Disclosure

Cash paid for income taxes

$
3,091

$
18,517

Supplemental Disclosure of Non-Cash Investing and Financing Activities:

Purchases of property and equipment included in
accounts payable and accrued liabilities

$
780

$
208

Capitalized stock-based compensation

$
261

$
45

Vesting of early exercised options

$
456

$
488

Deferred offering costs included in accounts payable and accrued liabilities

$
134

$
—

Conversion of preferred stock upon initial public offering

$
42,222

$
—

Reclassification of preferred stock warrant liability upon initial public offering

$
15,994

$
—

Deferred offering costs paid in prior year

$
1,879

$
—


	For the Three Months Ended
	October 31, 2020		November 2, 2019
Cash Flows from Operating Activities
Net income (loss)	$	9,541	$	(178)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Deferred income taxes	0		(1,960)


Inventory reserves	(1,343)		1,801
Stock-based compensation expense	19,925		12,126
Depreciation, amortization, and accretion	6,961		4,652
Other	271		13
Change in operating assets and liabilities:
Inventory	(30,665)		(31,837)
Prepaid expenses and other assets	(28,299)		2,973
Operating lease right-of-use assets and liabilities	(225)		272
Accounts payable	44,609		21,721
Accrued liabilities	32,237		16,170
Deferred revenue	1,906		(25)
Gift card liability	(271)		(354)
Other liabilities	2,712		2,150
Net cash provided by (used in) operating activities	57,359		27,524
Cash Flows from Investing Activities
Purchases of property and equipment	(5,985)		(7,502)
Purchases of securities available-for-sale	(41,307)		(67,535)
Sales of securities available-for-sale	16,193		5,306
Maturities of securities available-for-sale	32,800		23,210
Net cash provided by (used in) investing activities	1,701		(46,521)
Cash Flows from Financing Activities

Proceeds from the exercise of stock options, net	5,106		518
Payments for tax withholding related to vesting of restricted stock units	(7,002)		(2,212)


Net cash provided by (used in) financing activities	(1,896)		(1,694)
Net increase (decrease) in cash and cash equivalents	57,164		(20,691)
Effect of exchange rate changes on cash	(273)		1,538
Cash and cash equivalents at beginning of period	143,455		170,932
Cash and cash equivalents at end of period	$	200,346	$	151,779



Supplemental Disclosure
Cash paid for income taxes	$	38	$	7
Supplemental Disclosure of Non-Cash Investing and Financing Activities:
Purchases of property and equipment included in accounts payable and accrued liabilities	$	4,880	$	731
Capitalized stock-based compensation	$	981	$	773
Leasehold improvements paid by landlord	$	0	$	7,406

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Stitch Fix, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

1.	~~Description of Business~~

1. Description of Business

Stitch Fix, Inc. (“we,” “our,” “us” or “the Company”) delivers one-to-one personalization to our clients through the combination of data science and human judgment. Our stylists hand select items from a broad ~~selection~~range of merchandise. Stylists pair their own judgment with our analysis of client and merchandise data to provide a personalized shipment of apparel, shoes, and accessories suited to each client’s needs. We call each of these unique shipments a Fix. After receiving a Fix, our clients purchase the items they want to keep and return the other items. We also provide a direct-buy offering that allows clients the flexibility of purchasing items outside of a Fix. Through direct buy, clients are offered previously purchased items in different colors, sizes, or prints, as well as a personalized set of algorithmically generated items based on their prior purchases or style preferences. We are incorporated in Delaware and ~~operate~~have operations in the United ~~States.~~

~~Initial Public Offering~~

~~On November 16, 2017, we completed an initial public offering~~States and the United Kingdom (“~~IPO~~”UK”).~~In connection with~~

COVID-19 Update

We are closely monitoring the ~~IPO, we authorized two new classes of common stock: Class A common stock and Class B common stock. The rights~~effects of the ~~holders~~novel coronavirus (“COVID-19”) outbreak, which was declared a global pandemic in March 2020, and its impact on our business, the full extent of ~~Class A~~which will depend on factors such as the length of time the pandemic continues; how federal, state and ~~Class B common stock~~local governments are ~~identical, except~~responding; the impact of the crisis on the economy and consumer behavior; and the effect on our clients, employees, vendors, and other partners. As a result of the COVID-19 pandemic, in the third quarter of fiscal 2020 we temporarily closed three of our fulfillment centers, operated at significantly reduced capacity for much of the third quarter as a result of such temporary closures, and reduced our marketing in light of this reduced capacity. During the fourth quarter of fiscal 2020, our fulfillment centers returned to higher capacity levels and continued at those levels during the first quarter of fiscal 2021.

We believe our financial resources will allow us to manage the impact of COVID-19 on our business and operations. We believe our existing cash, cash equivalents, and short-term investment balances, and the borrowing available under our senior revolving credit facility, if needed, will be sufficient to meet our working capital and capital expenditure needs for at least the next 12 months.

We also do not anticipate any impairments with respect to ~~voting, conversion~~long-lived assets or short-term and ~~transfer rights. Each share~~long-term investments that would have a material impact on our financial statements.

Coronavirus Aid, Relief, and Economic Security Act

On March 27, 2020, the U.S. enacted the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), which among other things, permits net operating loss (“NOL”) carryovers and carrybacks to offset 100% of ~~Class A common stock is entitled~~taxable income for tax years beginning before 2021 and allows NOLs incurred in 2018, 2019, and 2020 to ~~one vote per share and~~be carried back to each ~~share of Class B common stock is entitled to ten votes per share. Each share of Class B common stock is convertible at any time at the option~~ of the ~~stockholder into one share~~five preceding taxable years to generate a refund of ~~Class A common stock and has no expiration date~~. The Class B common stock automatically converts to Class A common stock upon transfers or any sale. In our IPO, we issued and sold 8,000,000 shares of our Class A common stock at a public offering price of $15.00 per share.previously paid income taxes. We ~~received $110.4 million in net proceeds after deducting $6.2 million of~~ ~~underwriting discounts and $3.4 million in offering costs~~. ~~Upon the closing~~provided for an estimated effect of the ~~IPO, all~~CARES Act in our financial statements for the period ended October 31, 2020.

2. Summary of the then outstanding shares of common stock were reclassified into Class B common stock, all of the outstanding shares of convertible preferred stock automatically converted into 59,511,055 shares of Class B common stock and all of the outstanding preferred stock warrants were automatically exercised into 1,066,225 shares of Class B common stock. Subsequent to the closing of the IPO, there were no shares of preferred stock or preferred stock warrants outstanding.

In December 2017, we issued an additional 1,175,557 shares of Class A common stock at a price of $15.00 per share following the underwriters’ exercise of their option to purchase additional shares and received $16.7 million in net proceeds after deducting underwriting discounts and expenses.

Significant Accounting Policies

2.	~~Summary of Significant Accounting Policies~~

Basis of Presentation

Our fiscal year is a 52-week or 53-week period ending on the Saturday closest to July 31. The fiscal years ~~ended~~ending July ~~29, 2017~~31, 2021 (“~~2017”~~2021”), and ~~July 28, 2018~~August 1, 2020 (“~~2018”~~2020”) ~~each~~, consist of 52 weeks.

The unaudited condensed consolidated financial statements include the accounts of Stitch Fix, Inc. and our wholly owned subsidiaries, and have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) and ~~following~~ the requirements of the U.S. Securities and Exchange Commission ~~(“SEC”~~(the “SEC”) for interim reporting. As permitted under those rules, certain footnotes or other financial information that are normally required by GAAP can be condensed or omitted. These financial statements have been prepared on the same basis as our annual consolidated financial statements and, in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments, which are necessary for the fair statement of our financial information. These interim results are not necessarily indicative of the results to be expected for the fiscal year ending July ~~28, 2018~~31, 2021, or for any other interim period or for any other future year. All intercompany balances and transactions have been eliminated in consolidation.

The accompanying unaudited condensed consolidated financial statements ~~and related financial information~~ should be read in conjunction with the audited consolidated financial statements and the related notes thereto for the fiscal year ended ~~July 29, 2017 contained~~August 1, 2020, included in ~~our prospectus~~the Company’s Annual Report on Form 10-K filed ~~pursuant to Rule 424(b) under the Securities Act of 1933, as amended,~~ with the SEC on ~~November 17, 2017.~~

September 25, 2020 (the “2020 Annual Report”).

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts in our condensed consolidated financial statements and accompanying footnotes.

Significant estimates and assumptions are used for inventory, stock-based compensation expense, ~~common stock valuation preceding our IPO, remeasurement of preferred stock warrant liability preceding our IPO,~~income taxes, leases, and revenue ~~recognition and income taxes.~~recognition. Actual results could differ from those estimates and such differences may be material to the condensed consolidated financial statements.

~~Restricted Cash~~

~~Restricted cash represents cash balances held~~

We have considered the impact of the COVID-19 pandemic on significant estimates and judgments used in ~~segregated accounts collateralizing letters~~applying accounting policies. While there is a greater degree of uncertainty in applying these judgments in light of this crisis, we believe reasonable estimates have been used in preparing the unaudited condensed consolidated financial statements.

Short-Term and Long-Term Investments

The Company’s short-term and long-term investments have been classified and accounted for as available-for-sale securities. We determine the appropriate classification of our investments at the time of purchase and reevaluate the classification at each balance sheet date. Available-for-sale securities with maturities of 12 months or less are classified as short-term and available-for-sale securities with maturities greater than 12 months are classified as long-term. The Company’s available-for-sale securities are carried at fair value, with unrealized gains and losses, net of taxes, reported within accumulated other comprehensive income (loss) (“AOCI”) in stockholders’ equity. The cost of securities sold is based upon the specific identification method.

In the first quarter of fiscal 2021, we adopted Accounting Standards Update (“ASU”) No. 2016-13, or “CECL,” which changed the way we evaluate available-for-sale securities for impairment. We no longer evaluate available-for-sale debt securities under the “other than temporary” impairment model, but now use an expected credit loss model. For debt securities with an amortized cost basis in excess of estimated fair value, we determine what amount of that deficit, if any, is caused by expected credit losses. The portion of the deficit attributable to expected credit losses is recognized in other (income) expense, net on our condensed consolidated statements of income. During the three months ended October 31, 2020, we did not record any expected credit losses on our available-for-sale debt securities.

We have elected to present accrued interest receivable separately from short-term and long-term investments on our condensed consolidated balance sheets. Accrued interest receivable was $0.7 million as of October 31, 2020, and was recorded in prepaid expenses and other current assets. We have also elected to exclude accrued interest receivable from the estimation of expected credit loss on our available-for-sale securities and reverse accrued interest receivable through interest income (expense) when amounts are determined to be uncollectible. We did not write off any accrued interest receivable during the three months ended October 31, 2020.

Leases

Currently, we only have operating leases, which include lease arrangements for our ~~leased properties~~corporate offices, fulfillment centers, and, to a lesser extent, equipment. Operating leases with a term greater than one year are recorded on the consolidated balance sheets as operating lease right-of-use assets and operating lease liabilities at the commencement date. These balances are initially recorded at the present value of future minimum lease payments calculated using our incremental borrowing rate and expected lease term. Certain adjustments to our operating lease right-of-use assets may be required for items such as initial direct costs paid or incentives received.

Foreign Currency

The functional currency of our international subsidiary is the local currency. For that subsidiary, we translate assets and liabilities to U.S. dollars using period-end exchange rates, and average monthly exchange rates for revenues, costs, and expenses. We record translation gains and losses in AOCI as a component of stockholders’ equity. Net foreign exchange transaction gains and losses resulting from the conversion of the transaction currency to functional currency are recorded in other income, net in the condensed consolidated statements of operations and comprehensive income.

Revenue Recognition

We generate revenue primarily from the sale of merchandise in a Fix and, to a lesser extent, from direct purchases. Clients create an online account on our website or mobile app, complete a style profile, and order a Fix or merchandise to be delivered on a specified date.

We deduct discounts, sales tax, and estimated refunds to arrive at net revenue. Sales tax collected from clients is not considered revenue and is included in accrued liabilities until remitted to the taxing authorities. All shipping and handling costs are accounted for as fulfillment costs in cost of goods sold and as selling, general, and administrative expense (“SG&A”), respectively, and are therefore not evaluated as a separate performance obligation. Discounts are recorded as a reduction to

revenue when the order is accepted. We record a refund reserve based on our historical refund patterns. Our refund reserve, which is included in accrued liabilities in the condensed consolidated balance sheets, was $8.7 million and $5.0 million as of ~~January 27, 2018~~October 31, 2020, and ~~July 29, 2017~~.

~~Deferred Offering Costs~~

~~Deferred offering costs,~~August 1, 2020, respectively.

The Company has five types of contractual liabilities: (i) cash collections of upfront styling fees, which ~~consist~~are included in deferred revenue and are recognized as revenue upon the earlier of application to a merchandise purchase or expiry of the offer, (ii) cash collections of Style Pass annual fees, which are included in deferred revenue and are recognized upon the earlier of application to a merchandise purchase or expiry of the Style Pass annual period, (iii) unredeemed gift cards, which are included in gift card liability and recognized as revenue upon usage or inclusion in gift card breakage estimates, (iv) referral credits, which are included in other current liabilities and are recognized as revenue when used, and (v) cash collections of direct ~~incremental legal, consulting, banking~~purchases, which are included in deferred revenue and ~~accounting fees relating~~are recognized as revenue upon shipment.

We sell gift cards to ~~the IPO were capitalized~~clients and ~~offset against proceeds~~establish a liability based upon the ~~consummation~~face value of such gift cards. We reduce the liability and recognize revenue upon usage of the ~~IPO, which became effective~~gift card. If a gift card is not used, we will recognize estimated gift card breakage revenue proportionately to customer usage of gift cards over the expected gift card usage period, subject to requirements to remit balances to governmental agencies. All commissions paid to third parties upon issuance of gift cards are recognized in SG&A as incurred, as on ~~November 16, 2017 (See Note 1).~~

average, gift cards are used within a one-year period. Similarly, referral credits that are considered incremental costs of obtaining a contract with a customer are recognized in SG&A when issued, as on average, referral credits are used within a one-year period.

The Company expects deferred revenue for upfront styling fees, direct orders, and Style Pass annual fees to be recognized within one year. On average, gift card liability and other current liabilities are also recognized within one year.

The following table summarizes the balances of contractual liabilities included in other current liabilities, deferred revenue and gift card liability for the periods presented:


(in thousands)	October 31, 2020		August 1, 2020
Deferred revenue
Upfront styling fees	$	10,681	$	9,119
Style Pass annual fees	2,699		2,711
Direct order	1,583		$	1,229
Total deferred revenue	$	14,963	$	13,059
Gift card liability	$	8,319	$	8,590
Other current liabilities
Referral credits	$	5,454	$	2,577

The following table summarizes revenue recognized during the three months ended October 31, 2020, that was previously included in deferred revenue, gift card liability, and other current liabilities at August 1, 2020:


(in thousands)						Revenue Recognized From Amounts Previously Included in Deferred Balances at August 1, 2020
Upfront styling fees						9,110
Style Pass annual fees						1,361
Direct order						884
Gift card liability						1,572
Referral credits						1,498

Concentration of Credit Risks

We are subject to concentrations of credit risk principally from cash and cash equivalents and investment securities. The majority of our cash is held by ~~three~~two financial institutions within the United States. Our cash balances held by these institutions may exceed federally insured limits. The associated risk of concentration for cash is mitigated by banking with credit-worthy institutions. The associated risk of concentration for cash equivalents and investments is mitigated by maintaining a diversified portfolio of highly rated instruments.

No client accounted for greater than 10% of total revenue, net for the three ~~and six~~ months ended ~~January 27, 2018~~October 31, 2020, and ~~January 28, 2017.~~

November 2, 2019, respectively.

Recently Issued Accounting Pronouncements

In ~~May 2014,~~December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740) – Simplifying the Accounting for Income Taxes. This update amends and simplifies the accounting for income taxes by eliminating certain exceptions in existing guidance related to performing intraperiod tax allocation, calculating interim period taxes, and recognizing deferred taxes for investments. The update also provides new guidance to reduce complexity in certain areas. This standard is effective beginning in our first fiscal quarter of 2022 with early adoption permitted. We are currently evaluating the impact that this standard will have on our consolidated financial statements.

Recently Adopted Accounting Pronouncements

In June 2016, the Financial Accounting Standards Board (“FASB”) issued ~~Accounting Standards Update (“ASU”)~~ASU No. ~~2014-09,~~ ~~Revenue from Contracts with Customers~~2016-13, Financial Instruments—Credit Losses (Topic ~~606), or ASU 2014-09, which amended~~326): Measurement of Credit Losses on Financial Instruments. The standard requires entities to use a financial instrument impairment model based on expected losses, known as the ~~existing FASB Accounting Standards Codification. ASU 2014-09 establishes a principle~~current expected credit loss model, rather than incurred losses. Under the new guidance, an entity recognizes an allowance for ~~recognizing revenue~~estimated credit losses upon ~~the transfer of promised goods or services to customers, in an amount that reflects the expected consideration received in exchange for those goods or services and also provides guidance on the~~ recognition of ~~costs related to obtaining and fulfilling customer contracts.~~ the financial instrument. The new guidance ~~may be applied retrospectively~~also changes the impairment model for available-for-sale debt securities, requiring the use of an allowance to ~~each prior period presented or retrospectively with~~record estimated credit losses and subsequent recoveries. We adopted this standard in the ~~cumulative effect recognized as of the date of adoption~~ ~~(“modified retrospective method”). We plan to apply the modified retrospective method upon adoption in our~~ first quarter of fiscal ~~2019. We do~~year 2021. The adoption of this standard did not ~~anticipate the~~have a material impact ~~to be material to~~on our consolidated financial statements.

In August 2018, the FASB issued ASU No. 2018-15, Intangibles—Goodwill and Other—Internal-use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract. The amendment aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. We adopted this standard in the first quarter of fiscal year 2021. The adoption of this standard did not have a material impact on our consolidated financial statements.

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842)~~, or~~ (“ASU ~~2016-02,~~2016-02”), which requires lessees to record most leases on their balance sheets but recognize the expenses on their income statements in a manner similar to ~~current practice.~~Accounting Standards Codification (“ASC”) 840. ASU 2016-02 states that a lessee would recognize a lease liability for the obligation to make lease payments and a ~~right-to-use~~right-of-use asset for the right to use the underlying asset for the lease term. ~~We expect to adopt~~Presentation of leases within the consolidated statements of operations and comprehensive income and consolidated statements of cash flow is generally consistent with ASC 840. However, this standard ~~in our first quarter of fiscal 2020. We are currently evaluating the impact that this standard will have on our consolidated financial statements but we expect that it will result~~resulted in a substantial increase in our long-term assets and ~~liabilities.~~

liabilities on our consolidated balance sheet.

We adopted this standard in the first quarter of fiscal 2020, on a modified retrospective basis through a cumulative-effect adjustment of zero to opening retained earnings. We also elected the package of practical expedients to leases that commenced before the effective date whereby we elected to not reassess the following:

(i) whether any expired or existing contracts contain leases;

(ii) the lease classification for any expired or existing leases; and

(iii) initial direct costs for any existing leases.

Upon adoption of ASU 2016-02, we did not record right-of-use assets or lease liabilities for leases with an initial term of 12 months or less. Payments on those leases are recognized on a straight-line basis through the consolidated statements of operations and comprehensive income over the lease term. We also elected to combine lease and non-lease components on new or modified leases after adoption. Upon adoption in the first quarter of fiscal 2020, we recorded $133.0 million in right-of-use assets, net of $25.7 million previously recorded as deferred rent on our consolidated balance sheets. We also recorded $22.0 million in current operating lease liabilities and $136.7 million in operating lease liabilities, net of current portion.

In ~~October 2016,~~June 2018, the FASB issued ASU No. ~~2016-16~~2018-07, ~~Income Taxes: Intra-Entity Transfers~~Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting (“ASU 2018-07”). Under ASU 2018-07, the accounting for awards issued to nonemployees will be similar to the accounting for employee awards. This includes allowing for the measurement of ~~Assets Other Than Inventory (Topic 740), which amends existing guidance on~~awards at the grant date and recognition of awards with performance conditions when those conditions are probable, both of which are earlier than under current ~~and deferred income tax impacts~~guidance for ~~intra-entity asset transfers other than inventory. This amendment should be applied on a modified retrospective basis.~~nonemployee awards. We ~~expect to adopt~~adopted this standard in the first quarter of fiscal ~~2019 and are currently evaluating the~~year 2020. The standard did not have a material impact ~~that it will have~~ on our consolidated financial statements.

3.	~~Fair Value Measurements~~

3. Fair Value Measurements

We disclose and recognize the fair value of our assets and liabilities using a hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date. The guidance establishes three levels of the fair value hierarchy as follows:

Level 1: Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date;

Level 2: Inputs are observable, unadjusted quoted prices in active markets for similar assets or liabilities, unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities; and

Level 3: Unobservable inputs that are significant to the measurement of thefair value of the assets or liabilities that are supported by little or no market data.

Our financial instruments consist of cash and cash equivalents, short-term and long-term investments, accounts payable, and accrued ~~liabilities~~liabilities. At October 31, 2020, and ~~the preferred stock warrant liability. At January 27, 2018 and July 29, 2017,~~August 1, 2020, the carrying values of cash and cash equivalents, accounts payable, and accrued liabilities approximated fair value due to their short-term ~~maturities. In November 2017,~~maturities.

The following table sets forth the amortized cost, gross unrealized gains, gross unrealized losses and fair values of our short-term and long-term investments accounted for as available-for-sale securities as of October 31, 2020, and August 1, 2020:


	October 31, 2020								August 1, 2020
(in thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value		Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
Financial Assets:
Investments:
U.S. Treasury securities	$	87,125	$	314	$	(2)	$	87,437	$	67,335	$	516	$	(1)	$	67,850
Certificates of deposit	6,150		0		0		6,150		6,150		0		0		6,150
Commercial paper	31,368		0		0		31,368		35,331		0		0		35,331
Asset-backed securities	35,979		244		(7)		36,216		44,854		410		(4)		45,260
Corporate bonds	67,968		433		(1)		68,400		82,821		723		(1)		83,543
Total	$	228,590	$	991	$	(10)	$	229,571	$	236,491	$	1,649	$	(6)	$	238,134

The following table shows fair value and gross unrealized losses, aggregated by security category and length of time that individual securities have been in ~~connection with our IPO, all outstanding preferred stock warrants were automatically exercised into Class B common stock. As~~ a ~~result, we remeasured~~continuous unrealized loss position, at October 31, 2020:


	Less Than 12 Months				More Than 12 Months				Total
(in thousands)	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
Financial Assets:
Investments:
U.S. Treasury securities	$	11,125	$	(2)	0		0		$	11,125	$	(2)

Commercial paper	8,659		(7)		0		0		8,659		(7)

Corporate bonds	3,419		(1)		0		0		3,419		(1)
Total	$	23,203	$	(10)	$	0	$	0	$	23,203	$	(10)

The following table sets forth the fair value of available-for-sale securities by contractual maturity as of October 31, 2020, and reclassified the preferred stock warrant liability to additional paid-in capital upon the closing of the IPO. As of January 27, 2018, the Company did not have any financial instruments measured at fair value.

August 1, 2020:


	October 31, 2020								August 1, 2020
(in thousands)	One Year or Less		Over One Year Through Five Years		Over Five Years		Total		One Year or Less		Over One Year Through Five Years		Over Five Years		Total
Financial Assets:
Investments:
U.S. Treasury securities	$	87,437	$	0	$	0	$	87,437	$	38,794	$	29,056	$	0	$	67,850
Certificates of deposit	6,150		0		0		6,150		6,150		0		0		6,150
Commercial paper	31,368		0		0		31,368		35,331		0		0		35,331
Asset-backed securities	6,127		30,089		0		36,216		6,657		38,603		0		45,260
Corporate bonds	56,897		11,503		0		68,400		56,105		27,438		0		83,543
Total	$	187,979	$	41,592	$	0	$	229,571	$	143,037	$	95,097	$	0	$	238,134

The following table sets forth our ~~financial instruments~~cash equivalents, and short-term and long-term investments accounted for as available-for-sale securities that were measured at fair value on a recurring basis based on the fair value hierarchy as of ~~July 29, 2017 (in thousands):~~

October 31, 2020, and August 1, 2020:

July 29, 2017

Level 1

Level 2

Level 3

Total

Financial Liabilities:

Preferred stock warrant liability

$
—

$
—

$
26,679

$
26,679

Total

$
—

$
—

$
26,679

$
26,679


	October 31, 2020								August 1, 2020
(in thousands)	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Financial Assets:
Cash equivalents:
Money market funds	$	7,938	$	0	$	0	$	7,938	$	2,394	$	0	$	0	$	2,394
U.S Treasury securities	3,730		0		0		3,730		0		0		0		0
Investments:
U.S. Treasury securities	87,437		0		0		87,437		67,850		0		0		67,850
Certificates of deposit	0		6,150		0		6,150		0		6,150		0		6,150
Commercial paper	0		31,368		0		31,368		0		35,331		0		35,331
Asset-backed securities	0		36,216		0		36,216		0		45,260		0		45,260
Corporate bonds	0		68,400		0		68,400		0		83,543		0		83,543
Total	$	99,105	$	142,134	$	0	$	241,239	$	70,244	$	170,284	$	0	$	240,528

There were no transfers of financial assets or liabilities into or out of Level 1, Level 2, or Level 3 for the three ~~and six~~ months ended ~~January 27, 2018~~October 31, 2020, and ~~January 28, 2017. The key assumptions used in the Black-Scholes option-pricing model for the valuation of the preferred stock warrant liability upon remeasurement were as follows as of July 29, 2017:~~

November 2, 2019.

July 29, 2017

Expected term (in years)

2.0

Fair value of underlying shares

$
25.09

Volatility

43.8
%
Risk free interest rate

1.3
%
Dividend yield

—
%

~~The following table sets forth a summary of the changes in the fair value of the preferred stock warrant liability (in thousands):~~

For the Six Months Ended
January 27, 2018

Balance at July 29, 2017

$
26,679

Change in fair value

(10,685
)
Reclassification of warrant liability to additional paid-in capital upon the initial public offering

(15,994
)
Ending Balance at January 27, 2018

$
—

4.	~~Accrued Liabilities~~

4. Accrued Liabilities

Accrued liabilities consisted of the following:


(in thousands)	October 31, 2020		August 1, 2020
Compensation and related benefits	$	17,723	$	11,987
Advertising	20,601		14,979
Sales taxes	11,637		7,134
Shipping and freight	15,264		8,624
Accrued accounts payable	7,721		5,892
Inventory purchases	20,474		15,427
Other	17,380		13,547
Total accrued liabilities	$	110,800	$	77,590

California Styling Organization

On June 1, 2020, we announced a restructuring plan to eliminate substantially all of our Styling team based in California. As a result of this restructuring, we recognized aggregate charges of $4.8 million for termination benefits within selling, general, and administrative expenses during 2020. Other costs such as relocation assistance will be expensed as incurred.

The following ~~(in thousands)~~table provides the components of and changes in the Company’s restructuring and related charges, included in Compensation and related benefits in the table above:

January 27, 2018

July 29, 2017

Inventory purchases

$
12,633

$
11,186

Compensation and related benefits

9,615

9,632

Advertising

7,857

9,995

Shipping and freight

5,873

3,390

Sales taxes

4,786

3,702

Other

10,313

8,458

Total accrued liabilities

$
51,077

$
46,363

5.	~~Preferred Stock Warrant Liability~~
(in thousands)		Severance and Other Termination Benefits
Balance at August 1, 2020		$	3,156

Cash payments		(2,758)

Balance at October 31, 2020		$	398

5. Credit Agreement

In ~~2012~~June 2020, we entered into a credit agreement (the “Credit Agreement”) with Silicon Valley Bank and ~~2013,~~other lenders, to provide a revolving line of credit of up to $90.0 million, including a letter of credit sub-facility in ~~connection with financing arrangements, we issued warrants~~the aggregate amount of $20.0 million, and a swingline sub-facility in the aggregate amount of $50.0 million. We also have the option to ~~purchase shares~~request an incremental facility of ~~our convertible preferred stock. For~~up to an additional $60.0 million from one or more of the ~~financing arrangements, we issued warrants to purchase 375,230 shares~~lenders under the Credit Agreement.

Under the terms of ~~Series Seed convertible preferred~~

~~stock at an exercise price of $0.1066 per share and 66,265 shares of Series A convertible preferred stock at an exercise price of $0.22636 per share. For~~ the ~~second financing arrangement, we issued warrants for the purchase of,~~Credit Agreement, revolving loans may be either Eurodollar Loans or ABR Loans. Outstanding Eurodollar Loans incur interest at the ~~warrant holder’s option,~~Eurodollar Rate, which is defined in the Credit Agreement as LIBOR (or any successor thereto), plus a margin of either 2.25% or 2.50%, depending on usage. Outstanding ABR Loans incur interest at the highest of (a) ~~624,730 shares~~the Prime Rate, as published by the Wall Street Journal, (b) the federal funds rate in effect for such day plus 0.50%, and (c) the Eurodollar Rate plus 1.00%, in each case plus a margin of ~~Series A-1 convertible preferred stock~~either 1.25% or 1.50%, depending on usage. We will be charged a commitment fee of either 0.25% or 0.30% per year, depending on usage, for committed but unused amounts. The Credit Agreement will terminate on June 2, 2021, unless the termination date is extended at ~~an exercise price~~the election of ~~$0.2401 per share or (b) 308,315 shares~~the lenders. We capitalized $0.7 million of ~~Series B convertible preferred stock at an exercise price of $0.486516 per share. Prior to their automatic exercise~~issuance costs in connection with the ~~IPO,~~Credit Agreement.

The Credit Agreement is secured by substantially all of our current and future property, rights, and assets, including, but not limited to, cash, goods, equipment, contractual rights, financial assets, and intangible assets. The Credit Agreement contains covenants limiting our ability to, among other things, dispose of assets, undergo a change in control, merge or consolidate, make acquisitions, incur debt, incur liens, pay dividends, repurchase stock, and make investments, in each case subject to certain exceptions. The Credit Agreement also contains financial covenants requiring us to maintain minimum free cash flow and an adjusted current ratio above specified levels, measured in each case at the end of each fiscal quarter. The Credit Agreement contains events of default that include, among others, non-payment of principal, interest, or fees, breach of covenants, inaccuracy of representations and warranties, cross defaults to certain other indebtedness, bankruptcy and insolvency events, and material judgments.

As of October 31, 2020, we did not have any borrowings outstanding under the Credit Agreement and we were in compliance with all financial covenants.

6. Commitments and Contingencies

Commitments

In November 2020, we entered into an agreement to lease approximately 700,000 square feet of space to be used as ~~described below, the warrants were exercisable for and expired ten years from the~~a fulfillment center in Salt Lake City, Utah. We expect to classify this lease as an operating lease, with a commencement date of ~~issuance.~~ ~~In November 2017,~~late fiscal 2021 or early fiscal 2022. The lease expires in ~~connection with our IPO,~~2030 and we expect to record fixed operating lease costs of approximately $33.1 million over the ~~preferred stock warrants were automatically exercised into Class B common stock~~ ~~and~~life of the ~~preferred stock warrant liability was reclassified to additional paid-in capital.~~

lease.

6.	~~Commitments and~~ Contingencies

~~Contingencies~~

We record a loss contingency when it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. We also disclose material contingencies when we believe a loss is not probable but reasonably possible. Accounting for contingencies requires us to use judgment related to both the likelihood of a loss and the estimate of the amount or range of loss. Although we cannot predict with assurance the outcome of any litigation or tax matters, we do not believe there are currently any such actions that, if resolved unfavorably, would have a material impact on our operating results, financial position, and cash flows.

On October 11, 2018, October 26, 2018, November 16, 2018, and December 10, 2018, 4 putative class action lawsuits alleging violations of the federal securities laws were filed in the U.S. District Court for the Northern District of California, naming as defendants us and certain of our officers. The 4 lawsuits each make the same allegations of violations of the Securities Exchange Act of 1934, as amended, by us and our officers for allegedly making materially false and misleading statements regarding our active client growth and strategy with respect to television advertising between June 2018 and October 2018. The plaintiffs seek unspecified monetary damages and other relief. The 4 lawsuits have been consolidated and a lead plaintiff has been appointed. On September 18, 2019, the lead plaintiff in the consolidated class action lawsuits (the “Class Action”) filed a consolidated complaint for violation of the federal securities laws. On October 28, 2019, we and other defendants filed a motion to dismiss the consolidated complaint. The lead plaintiff filed an opposition to the motion to dismiss on December 9, 2019, and we and the other defendants filed our reply in support of our motion to dismiss on December 30, 2019. The court granted our motion to dismiss on September 30, 2020 but allowed the lead plaintiff to file an amended complaint. On November 6, 2020, the lead plaintiff filed his amended complaint. We filed a motion to dismiss the amended complaint on December 7, 2020.

On December 12, 2018, a derivative action was filed against our directors in the same court, alleging the same violations of securities laws as alleged in the Class Action and breach of fiduciary duties. The derivative action has been stayed pending the outcome of the motion to dismiss in the Class Action pursuant to the parties’ stipulation. On December 12, 2019, a second derivative action was filed against our directors in the same court, alleging the same violations of securities laws and breach of fiduciary duties as the other derivative action. The second derivative action has also been stayed pending the outcome of the motion to dismiss in the Class Action pursuant to the parties’ stipulation. The two derivative actions have been related to each other and to the Class Action, and all the related cases are now proceeding before a single judge in the U.S. District Court for the Northern District of California.

On August 10, 2020, a representative action under California’s Private Attorneys General Act was filed against us in the Superior Court for the State of California, County of San Diego. The complaint alleged various violations of California’s wage and hour laws relating to our current and former non-exempt stylist employees and seeks attorney’s fees and penalties. In November 2020, the Superior Court approved the settlement that we reached with the plaintiffs to resolve this matter.

There have been no other material changes to our commitments and contingencies disclosed in our 2020 Annual Report.

Indemnifications

In the ordinary course of business, we may provide indemnifications of varying scope and terms to vendors, directors, officers and other parties with respect to certain matters. We have not incurred any material costs as a result of such indemnifications and have not accrued any liabilities related to such obligations in our condensed consolidated financial statements.

7. Accumulated Other Comprehensive Income (Loss)

The tables below present the changes in AOCI by component and, if applicable, the reclassifications out of AOCI:


	Changes in Accumulated Other Comprehensive Income (Loss)
(in thousands)	Available-for-sale Securities		Foreign Currency Translation		Total
Balance at August 1, 2020	$	1,213	$	1,515	$	2,728
Other comprehensive income (loss) before reclassifications(1)	(548)		(338)		(886)
Amounts reclassified from AOCI	(115)		0		(115)
Net change in AOCI	(663)		(338)		(1,001)
Balance at October 31, 2020	$	550	$	1,177	$	1,727


	Changes in Accumulated Other Comprehensive Income (Loss)
(in thousands)	Available-for-sale Securities		Foreign Currency Translation		Total
Balance at August 3, 2019	$	391	$	(578)	$	(187)
Other comprehensive income (loss) before reclassifications(1)	(172)		1,755		1,583

Net change in AOCI	(172)		1,755		1,583
Balance at November 2, 2019	$	219	$	1,177	$	1,396

7.	~~Stock-Based Compensation~~

(1)The associated income tax effects for gains / losses on available-for-sale securities were $430 and $409 for the three months ended October 31, 2020, and November 2, 2019, respectively.

8. Stock-Based Compensation

2011 Equity Incentive Plan

In 2011, we adopted the 2011 Equity Incentive Plan (the “2011 Plan”). The 2011 Plan provided for the ~~granting~~grant of stock-based awards to employees, ~~including~~ directors, and ~~non-employees~~nonemployees under terms and provisions established by the board of directors.

The 2011 Plan allowed for the grant of incentive stock options or nonqualified stock options as well as restricted stock units, restricted stock, and stock appreciation rights. ~~As of January 27, 2018, we had only granted~~Only incentive and nonqualified stock options were granted under the 2011 Plan. Employee stock ~~options~~option grants generally vest 25% on the first anniversary of the grant date with the remaining options vesting ratably over the next three years. Options generally expire after 10 years. Effective upon our ~~IPO,~~initial public offering in 2017, the 2011 ~~Equity Incentive~~ Plan ~~has been~~was replaced by the 2017 Incentive Plan.

2017 Incentive Plan

In November 2017, our board of directors and stockholders adopted our 2017 Incentive Plan (the “2017 Plan”). The remaining shares available for issuance under the 2011 Plan became reserved for issuance under the 2017 Pl~~an.~~Plan. Our 2017 Plan provides for the grant of Class A incentive stock options to employees, including employees of any parent or subsidiary, and for the grant of ~~nonstatutory~~nonqualified stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance stock awards, performance cash awards, and other forms of stock awards to employees, directors, and consultants, including employees and consultants of our subsidiaries. The number of shares authorized for issuance under the 2017 Plan was ~~28,423,374~~27,395,455 as of ~~January 27, 2018,~~October 31, 2020.

2019 Inducement Plan

In October 2019, our board of ~~which~~ ~~6,038,778 were~~ ~~available~~directors adopted our 2019 Inducement Plan (the “2019 Plan”). Our 2019 Plan provides for ~~grant.~~

the grant of Class A nonqualified stock options and restricted stock unit awards to individuals who satisfy the standards for inducement grants under the relevant Nasdaq Stock Market rules. The number of shares authorized for issuance under the 2019 Plan was 4,750,000 as of October 31, 2020.

Stock option activity under the 2011 Plan, 2017 Plan, and ~~2017 Plans~~2019 Plan is as follows:

	Options Outstanding
	Number of Options			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Life (in Years)		Aggregate Intrinsic Value			Options Outstanding
								(In thousands)			Number of Options	Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Life (in Years)	Aggregate Intrinsic Value (in thousands)
Balance – July 29, 2017		10,218,912		$	7.12		8.53	$	166,670
Balance – August 1, 2020										Balance – August 1, 2020	6,817,196	$	17.10	7.41	$	40,252

Granted		1,608,698		$	20.81					Granted	795	$	36.01
Exercised		(492,857	)	$	2.04					Exercised	(525,316)	$	9.54
Cancelled		(824,629	)	$	4.90					Cancelled	(614,429)	$	23.04
Balance – January 27, 2018		10,510,124		$	9.63		8.35	$	128,355
Balance – October 31, 2020										Balance – October 31, 2020	5,678,246	$	17.16	7.25	$	98,125

The aggregate intrinsic value is the difference between the current fair value of the underlying common stock and the exercise price for in-the-money stock options.

The following table summarizes the restricted stock unit ~~(RSU)~~(“RSU”) award activity under the 2017 ~~Incentive~~Plan and 2019 Plan:

	Class A Common Stock			Weighted- Average Grant Date Fair Value
Unvested at July 29, 2017	$	—		$	—
							Unvested RSUs
							Class A Common Stock	Weighted- Average Grant Date Fair Value
Unvested at August 1, 2020						Unvested at August 1, 2020	9,123,341	$	20.11
Granted		426,056		$	18.87	Granted	3,601,020	$	24.87
Vested						Vested	(440,918)	$	22.02
Forfeited		(6,000	)	$	15.00	Forfeited	(639,041)	$	20.95
Unvested at January 27, 2018	$	420,056		$	18.92
Unvested at October 31, 2020						Unvested at October 31, 2020	11,644,402	$	21.47

Stock-Based Compensation Expense

Stock-based compensation expense for employees was ~~$3.1 million~~ ~~and $5.1~~$19.9 million for the three ~~and six~~ months ended ~~January 27, 2018,~~October 31, 2020, respectively, and ~~$0.7 million and $1.2~~ $12.1 million for the three ~~and six~~ months ~~ended January 28, 2017,~~ended November 2, 2019, respectively. Stock-based compensation expense is included in selling, general, and administrative expenses in our condensed consolidated statements of ~~operations.~~

operations and comprehensive income.

The weighted-average grant date fair value of options granted during the ~~six~~three months ended ~~January 27, 2018~~October 31, 2020, was ~~$7.65~~ $17.70 per share. The weighted-average grant date fair value of options granted during the ~~six~~three months ended ~~January 28, 2017~~ November 2, 2019, was ~~$2.84~~ $11.30 per share. As of ~~January 27, 2018,~~October 31, 2020, the total unrecognized compensation expense related to unvested options and ~~RSU’s,~~RSUs, net of estimated forfeitures, was ~~$40.8~~$249.2 million, which we expect to recognize over an estimated weighted average period of ~~3.49~~2.7 years.

We record stock-based compensation of stock options granted to employees by estimating the fair value of stock-based awards using the Black-Scholes option pricing model and amortizing the fair value of the stock-based awards granted over the applicable vesting period of the awards on a straight-line basis. The fair value of stock options granted to employees was estimated at the grant date using the ~~Black- Scholes~~Black-Scholes option-pricing model with the following assumptions:

~~For the Three Months Ended~~

~~For the Six Months Ended~~

~~January 27, 2018~~

~~January 28, 2017~~

~~January 27, 2018~~

~~January 28, 2017~~

~~Expected term (in years)~~

~~5.4 - 6.6~~

~~5.5 - 6.1~~

~~5.4 - 6.6~~

~~5.4 - 6.5~~

~~Volatility~~

~~41.4 - 43.5%~~

~~42.7 - 42.8%~~

~~41.4 - 43.5%~~

~~44.4 - 46.0%~~

~~Risk free interest rate~~

~~2.1 - 2.5%~~

~~2.2 - 2.3%~~

~~1.9 - 2.5%~~

~~1.3 - 2.3%~~

~~Dividend yield~~

—%


	For the Three Months Ended
	October 31, 2020		November 2, 2019
Expected term (in years)	5.5		6.0 - 6.2
Volatility	55.9	%	51.2%
Risk free interest rate	0.3	%	1.7%
Dividend yield	0	%	0	%

In July 2017, we granted options to certain members of our executive management team to purchase an aggregate of 1,097,463 shares of Class B common stock which had both a service-based condition and a liquidity event-related performance condition. Such options vest ratably over the 24-month period following the fourth anniversary of the grant date, subject to an IPO occurring within 12 months of the grant date and the option holder’s continuous service through each vesting date. The aggregate grant-date fair value of such option awards was $14.0 million.

Since an IPO is not deemed probable until such event occurs, no compensation cost related to the performance condition was recognized prior to the consummation of our IPO in November 2017. Subsequently, we recorded stock based compensation ~~expense of $0.5 million related~~ ~~to periods prior to the IPO.~~

9. Income Taxes

The following table summarizes our effective tax rate from income for the periods ~~presented (in thousands):~~

presented:

For the Three Months Ended

For the Six Months Ended

January 27, 2018

January 28, 2017

January 27, 2018

January 28, 2017

Income before income taxes

$
17,244

$
(253
)

$
35,876

$
24,779

Provisions for income taxes

13,603

(486
)

18,747

11,303

Effective tax rate

78.9
%

192.1
%

52.3
%

45.6
%


	For the Three Months Ended
(in thousands)	October 31, 2020			November 2, 2019
Income (loss) before income taxes	$	(18,577)		$	979
Provision (benefit) for income taxes	(28,118)			1,157
Effective tax rate	151.4		%	118.2		%

On December 22, 2017, the U.S. enacted the Tax Cuts and Jobs Act (“Tax Act”), which significantly changed U.S. tax law. The Tax Act contains several key tax provisions including the reduction of the corporate income

Our effective tax rate from 35% to 21%, as well as a variety of other changes including the acceleration of expensing of certain business assets and reductions in the amount of executive pay that could qualify as a tax deduction. The Federal statutory tax rate reduction is effective January 1, 2018. The Company has a fiscal year end which subjects us to transitional tax rate rules. Infor the three months ended ~~January 27, 2018, we revised our estimated annual effective~~October 31, 2020, differs from the federal statutory income tax rate ~~and applied a blended U.S. statutory rate of 26.96%~~primarily due to the net operating loss carryback provisions of the CARES Act, partially offset by certain nondeductible expenses.

Our effective tax rate ~~reduction. Additionally, income tax expense~~ for the three ~~and six~~ months ended ~~January 28, 2017 was adjusted to reflect~~November 2, 2019, differed from the ~~discrete effects of the Tax Act and resulted in an increase in~~federal statutory income tax rate primarily due to impacts from tax reform, certain nondeductible expenses, tax expense ~~of $4.7 million,~~ related to ~~the remeasurement of existing deferred tax balances. This discrete impact was considered a provisional amount under the U.S. Securities~~employee share-based awards, and ~~Exchange Commission Staff Accounting Bulletin No. 118.~~

~~The Company remeasured the deferred tax balances based on the tax rates at~~state taxes which ~~they~~ are expected to reverse in the future. The Company will continue to refine provisional balances and adjustments may be made under SAB 118 during the measurement period as a result of future changes in interpretation, information available, assumptions madeoffset by the ~~Company and/or issuance~~benefit of ~~additional guidance.~~

allowable credits.

We continue to monitor the progress of ongoing discussions with tax authorities and the impact, if any, of the expected expiration of the statute of limitations in various taxing jurisdictions.

9.	~~Earnings (Loss) Per Share Attributable to Common Stockholders~~

10. Earnings (Loss) Per Share Attributable to Common Stockholders

Basic and diluted ~~net income~~earnings (loss) per share attributable to common stockholders is presented in conformity with the ~~two-class~~2-class method required for participating securities. We consider convertible preferred stock and early exercised share options to be participating securities. In connection with the IPO, we established two classes of authorized common stock:securities: Class A ~~common stock~~ and ~~Class B common stock. As a result, all then-outstanding shares of common stock were converted into shares of~~ Class B common stock. The rights of the holders of Class A and Class B common stock are identical, except with respect to voting, conversion, and transfer rights. Each

share of Class A common stock is entitled to ~~one~~1 vote per share and each share of Class B common stock is entitled to ~~ten~~10 votes per share. Each share of Class B common stock is convertible at any time at the option of the stockholder into ~~one~~1 share of Class A common stock.

~~Undistributed earnings allocated to participating securities are subtracted from~~

Basic net income ~~in determining net income attributable to common stockholders. Basic net income~~(loss) per share attributable to common stockholders is computed by dividing the net income (loss) attributable to common stockholders by the weighted-average number of common shares outstanding during the period. ~~All participating securities are excluded from basic weighted-average common shares outstanding.~~

For the calculation of diluted earnings (loss) per share (“EPS”), net income (loss) attributable to common stockholders for basic EPS is adjusted by the effect of dilutive securities. Diluted net income (loss) per share attributable to common stockholders is computed by dividing the net income (loss) attributable to common stockholders by the weighted-average number of common shares outstanding, including all potentially dilutive common shares. The undistributed earnings are allocated based on the contractual participation rights of the Class A and Class B common shares as if the earnings for the year have been distributed. As the liquidation and dividend rights are identical, the undistributed earnings are allocated on a proportionate basis. The computation of the diluted net income (loss) per share of Class A common stock assumes the conversion of Class B common stock, while diluted net income (loss) per share of Class B common stock does not assume the conversion of Class A common stock as Class A common stock is not convertible into Class B common stock.

A reconciliation of the numerator and denominator used in the calculation of ~~the~~ basic and diluted EPS attributable to common stockholders is as ~~follows (in thousands except share and per share amounts):~~

For the Three Months Ended

For the Six Months Ended

January 27, 2018

January 28, 2017

January 27, 2018

January 28, 2017

Class A

Class B

Class B

Class A

Class B

Class B

Numerator:

Net income

$
312

$
3,329

$
233

$
1,114

$
16,015

$
13,476

Less: noncumulative dividends to preferred stockholders

(11
)

(122
)

(233
)

(50
)

(718
)

(1,270
)
Less: undistributed earnings to participating securities

(41
)

(431
)

—

(427
)

(6,140
)

(8,701
)
Net income attributable to common stockholders - basic

260

2,776

—

637

9,157

3,505

Less: change in fair value of preferred stock warrant liability
(net of tax)

(1,614
)

(1,614
)

—

(10,685
)

(10,685
)

—

Add: adjustments to undistributed earnings to participating securities

231

211

—

4,421

4,133

443

Reallocation of undistributed earnings as a result of conversion of Class B to Class A shares

2,776

—

—

9,157

—

—

Reallocation of undistributed earnings to Class B shares

—

147

—

—

719

—

Net income attributable to common stockholders - diluted

1,653

1,520

—

3,530

3,324

3,948

Denominator:

Weighted-average shares of common stock - basic

7,075,605

75,363,746

24,742,682

3,537,803

50,839,664

24,546,556

Conversion of Class B to Class A common shares outstanding

75,363,746

—

—

50,839,664

—

—

Effect of dilutive stock options and restricted stock units

5,295,401

5,271,550

—

5,584,167

5,581,484

4,588,173

Effect of potentially dilutive preferred stock warrants

219,904

219,904

—

637,934

637,934

—

Weighted-average shares of common stock - diluted

87,954,656

80,855,200

24,742,682

60,599,568

57,059,082

29,134,729

Earnings per share attributable to common stockholders:

Basic

$
0.04

$
0.04

0.00

$
0.18

$
0.18

$
0.14

Diluted

$
0.02

$
0.02

0.00

$
0.06

$
0.06

$
0.14

follows:


	For the Three Months Ended
	October 31, 2020				November 2, 2019
(in thousands, except share and per share amounts)	Class A		Class B		Class A		Class B
Numerator:
Net income (loss)	$	5,425	$	4,116	$	(96)	$	(82)


Net income (loss) attributable to common stockholders - basic	5,425		4,116		(96)		(82)


Reallocation of undistributed earnings (loss) as a result of conversion of Class B to Class A shares	4,116		0		0		0
Reallocation of undistributed earnings (loss) to Class B shares	0		(60)		0		0
Net income (loss) attributable to common stockholders - diluted	$	9,541	$	4,056	$	(96)	$	(82)
Denominator:
Weighted-average shares of common stock - basic	59,205,535		44,929,315		54,867,211		46,690,335
Conversion of Class B to Class A common shares outstanding	44,929,315		0		0		0
Effect of dilutive stock options and restricted stock units	5,342,504		1,610,475		0		0

Weighted-average shares of common stock - diluted	109,477,354		46,539,790		54,867,211		46,690,335
Earnings (loss) per share attributable to common stockholders:
Basic	$	0.09	$	0.09	$	(0.00)	$	(0.00)
Diluted	$	0.09	$	0.09	$	(0.00)	$	(0.00)

The following common stock equivalents were excluded from the computation of diluted earnings (loss) per share for the periods presented because including them would have been antidilutive:

	For the Three Months Ended				For the Six Months Ended
	January 27, 2018		January 28, 2017		January 27, 2018		January 28, 2017			For the Three Months Ended
Convertible preferred stock		—		59,511,055		—		59,511,055
Preferred stock warrants		—		1,066,225		—		1,066,225
										October 31, 2020	November 2, 2019

Restricted stock units		177,180		—		276,769		—	Restricted stock units	3,910,451	3,735,946
Stock options to purchase Class A common stock									Stock options to purchase Class A common stock	1,647,310	2,186,564
Stock options to purchase Class B common stock		762,918		229,902		927,366		529,495	Stock options to purchase Class B common stock	137,977	4,418,546
Total		940,098		60,807,182		1,204,135		61,106,775	Total	5,695,738	10,341,056

~~10.Subsequent Events~~

~~On January 29, 2018, we executed an amendment to the lease on our corporate headquarters. Beginning June 1, 2018, the amendment adds two additional floors~~

ITEM 2. Management’s Discussion and Analysis of ~~office space, provides for a ten-year lease term for the additional space~~Financial Condition and ~~extends our existing lease by four and a half years to be coterminous with the term~~Results of the additional space. The future minimum lease payments for our corporate headquarters increased from approximately $43.8 million to approximately $115.3 million over ten years. Our restricted cash balance increased by $3.7 million, representing an increase in collateral for letters of credit on our leased properties.

Operations

~~ITEM 2.~~

~~Management’s Discussion and Analysis of~~ ~~Financial Condition and Results of Operations~~

You should read the following discussion and analysis of our financial condition and results of operations together with our unaudited condensed consolidated financial statements and related notes thereto included in Part I, Item 1 of this report and with our audited consolidated financial statements and related notes ~~thereto~~and our Annual Report on Form 10-K for the year ended ~~July 29, 2017, included in the final prospectus for our initial public offering (“IPO”), dated as of November 16, 2017, and~~August 1, 2020, filed with the Securities and Exchange Commission ~~(“SEC”) pursuant to Rule 424(b)(4)~~ on ~~November 17, 2017 (File No. 333-221014) (the “Final Prospectus”).~~ September 25, 2020. We use a 5252- or ~~53 week~~53-week fiscal year, with our fiscal year ending ~~each year~~ on the Saturday that is closest to July 31 of that year. Each fiscal year ~~generally~~typically consists of four 13-week fiscal ~~quarters, with each~~quarters. The fiscal ~~quarter~~year ending onJuly 31, 2021, and the ~~Saturday that is closest to the last day of the last month of the quarter. The years~~fiscal year ended ~~July 30, 2016 and July 29, 2017 included~~August 1, 2020, include 52 weeks of operations. Throughout this Quarterly Report on Form 10-Q (this “Quarterly Report”), all references to quarters and years are to our fiscal quarters and fiscal years unless otherwise noted.

Special Note Regarding Forward-Looking Statements

This Quarterly Report contains forward-looking statements that involve risks, uncertainties, and assumptions that, if they never materialize or prove incorrect, could cause our results to differ materially from those expressed or implied by such forward-looking statements. The statements contained in this Quarterly Report that are not purely historical, including without limitation statements in the following discussion and analysis of financial condition and results of operations regarding our projected financial position and results, business strategy, plans, and objectives of our management for future operations, are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Private Securities Litigation Reform Act of 1995. ~~All~~Forward-looking statements ~~other than~~are often identified by the use of words such as, but not limited to, “anticipate,” “believe,” “can,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “project,” “seek,” “should,” “target,” “will,” “would,” and similar expressions or variations intended to identify forward-looking statements. These statements ~~of historical facts included in this Quarterly Report, including without limitation, statements in~~are based on the ~~following discussion~~beliefs and analysis of our financial condition and results of operations regarding our projected financial position and results, [estimated quantities and net present values of reserves], business strategy, plans and objectivesassumptions of our management, ~~for future operations~~which are forward-looking statements. In some cases, forward-looking statements are identified by words such as “believe,” “will,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “expect,” “predict,” “could,” “potentially” or the negative of these terms or similar expressions. You should read these statements carefully because they discuss future expectations, contain projections of future results of operations or financial condition, or state other “forward-looking” information. These statements relatein turn based on information currently available to ~~our future plans, objectives, expectations, intentions and financial performance and the assumptions that underlie these statements. These~~management. Such forward-looking statements are subject to ~~certain known and unknown~~ risks, uncertainties, and other important factors that could cause ~~our~~ actual results ~~performance or achievements~~and the timing of certain events to differ materially from ~~any~~ future results ~~performances or achievements anticipated,~~ expressed or implied by ~~the~~such forward-looking statements. Factors that ~~might~~could cause or contribute to such ~~a difference~~differences include, but are not limited to, those discussed in ~~this Quarterly Report on Form 10-Q in~~the section titled “Risk Factors” included under Part II, Item 1A ~~— “Risk Factors,” and elsewhere in this Quarterly Report on Form 10-Q. Forward-looking~~below. Furthermore, such forward-looking statements ~~are based on our management’s beliefs and assumptions and on information currently available to our management. These statements, like all statements in this Quarterly Report on Form 10-Q,~~ speak only as of ~~their~~the date ~~and~~of this report. Except as required by law, we undertake no obligation to update any forward-looking statements to reflect events or ~~revise these statements~~circumstances after the date of such statements.

Overview

Since our founding in ~~light~~2011, we have helped millions of ~~future developments. We caution investors that our business~~men, women, and ~~financial performance are subject to substantial risks~~kids discover and ~~uncertainties.~~

~~Overview~~

~~Stitch Fix is transforming the way people find~~buy what they love ~~one client at a time and one Fix at a time.~~

~~We are reinventing the shopping experience by delivering one-to-one personalization to our clients~~ through the combination of data science and human judgment. This combination drives a better client experience and a more powerful business model than either element could deliver independently. Our stylists hand select items from a broad selection of merchandise. Stylists pair their own judgment with our analysis of client and merchandise data to provide a personalized ~~shipment~~shipments of apparel, shoes, and accessories, ~~suited~~hand-selected by Stitch Fix stylists and delivered to ~~each client’s needs.~~our clients’ homes. We call each of these ~~unique~~ shipments a Fix. ~~Our clients may~~Clients can choose to schedule automatic shipments ~~that arrive every two to three weeks~~ or ~~on a monthly, bi-monthly or quarterly cadence, or schedule~~order a Fix ~~on-demand. Clients can increase~~on demand after they fill out a style profile on our website or ~~decrease their desired~~mobile app. For each Fix, ~~frequency at any time, and can~~we charge clients a styling fee that is credited toward items they purchase. Alternatively, select U.S. clients may purchase an annual Style Pass, which offers unlimited styling for the ~~exact date by which~~year for a $49 fee that is also credited towards items they ~~want to receive a Fix.~~purchase. After receiving a Fix, our clients purchase the items they want to keep and return the other ~~items. Historically, we charged clients a $20 styling fee that is credited towards the merchandise purchased. If the client chooses to keep all~~ items, ~~in a Fix, she receives a 25% discount on her entire purchase.~~

if any, at no additional charge. In ~~December 2017, we launched Style Pass to provide~~addition, our clients with an alternative to paying a $20 styling fee per Fix. With Style Pass, clients pay a $49 annual fee for unlimited styling that is credited towards merchandise purchases. In February 2018, we launched Extras ~~a new~~ feature ~~that~~ allows clients to select items such as socks, bras, underwear, and other intimates that are then added to the ~~five~~ items their stylist selects for their Fix.

In May 2019, we launched our service in the UK. In June 2019, we launched direct-buy functionality to allow clients the flexibility of purchasing items outside of a Fix. The ~~very human experience that~~first offering of this direct-buy functionality is Buy It Again, which is available for Men’s and Women’s clients in the United States and allows clients to order previously purchased items in different colors, sizes, or prints. In February 2020, we ~~deliver is powered by data science. Our data science capabilities consist~~launched Complete Your Looks, which presents clients a personalized set of our rich data set and our proprietary algorithms, which fuel our business by enhancing the client experience and driving business model efficiencies. The vast majority of our client data is provided directly and explicitly by our clients, rather than inferred, scraped or obtained from other sources. We also gather extensive merchandise data, such as inseam, pocket shape, silhouette and fit.

This large and growing data set provides the foundation for proprietary algorithms that we use throughout our business, including those that predict purchase behavior, forecast demand, optimize inventory and enable us to design new apparel. We believe our data science capabilities give us a significant competitive advantage, and as our data set grows, our algorithms become more powerful.

Our stylists leverage our data science through a custom-built, web-based styling application that provides recommendations from our broad selection of merchandise. Our stylists then apply their judgment to select what they believe to be the bestalgorithmically generated items for ~~each Fix. Our stylists provide a personal touch, offer~~direct purchase based on items they have already bought from us, and in June 2020, we introduced Trending For You, which allows Men’s and Women’s clients to shop personalized looks based on their style profiles. No styling ~~advice and context to each item selected, and help us develop long-term relationships with our clients. Our stylists are U.S.-based employees, most of whom work part-time and remotely.~~

We maintain a broad range of product offerings to serve our clients. We offer both merchandise sourced from brand partners and our own Exclusive Brands. We use our data to inform the merchandise we buy and develop that will best suit our clients.

We reach clients through a combination of word of mouth, referrals, advertising and other marketing efforts. We invest in marketing with the goal of attracting new clients, improving engagement with current clients and expanding our client closet share over time. As we continue to expand our marketing efforts, we plan to remain disciplined in measuring the return on advertising spend.

We believe our success in serving clients has resulted in our rapid and profitable growth. We have achieved positive cash flows from operations on an annual basis since 2014, while continuing to make meaningful investments to drive growth. fee is charged for direct purchases.

For the three ~~and six~~ months ended ~~January 27, 2018~~October 31, 2020, we reported ~~$295.9 million and $591.5~~$490.4 million in net revenue, ~~respectively,~~ representing year-over-year growth of ~~24.4% and 24.8%~~10.3% from the three ~~and six~~ months ended ~~January 28, 2017, respectively.~~November 2, 2019. As of ~~January 27, 2018~~October 31, 2020, and ~~January 28, 2017,~~November 2, 2019, we had ~~2,508,000 active clients~~3,763,000 and ~~1,920,000~~3,416,000 active clients, respectively, representing year-over-year growth of ~~30.6%~~10.2%.

Net income for the three ~~and six~~ months ended ~~January 27, 2018~~October 31, 2020, was ~~$3.6~~$9.5 million ~~and $17.1 million, respectively, an increase~~compared to a net loss for three months ended November 2, 2019, of ~~$3.4 million and $3.6 million, respectively,~~ ~~from a year ago. Included in~~$0.2 million. For more information on the components of net income ~~for~~(loss), refer to the ~~three~~section titled “Results of Operations” below.

COVID-19 Update

We are closely monitoring the effects of the novel coronavirus (“COVID-19”) outbreak, which was declared a global pandemic in March 2020, and six months ended January 28, 2017 was a $21.3 million compensation expense related to certain stock sales by current and former employees. Included in net income for the three and six months ended January 27, 2018 was a $4.7 million remeasurement expenseits impact on our ~~net deferred tax assets related~~business, particularly in light of the recent rise in cases. The full impact of the COVID-19 crisis’ impact on our business will depend on factors such as the length of time the pandemic; how federal, state and local governments are responding; the impact of the crisis on the economy and consumer behavior; and the effect on our clients, employees, vendors, and other partners.

During this time, we are focused on protecting the health and safety of our employees and clients, while seeking to continue operating our business responsibly. All of our employees who are able to work remotely are required to do so, and we have provided additional paid time off to those employees who are not able to work remotely.

In the third quarter of fiscal 2020, we temporarily closed three of our eight fulfillment centers to assess our ability to operate under shelter-in-place orders and develop protocols to protect the welfare of our warehouse employees. Those centers have since reopened, and all eight fulfillment centers are currently operating with safety measures in place, including social distancing, health screening, enhanced cleaning protocols, and protective equipment such as masks and gloves for employees.

Due to the ~~Tax Cuts~~temporary closure of three of our eight fulfillment centers, we had significantly less capacity in our warehouses during the third quarter of fiscal 2020, which resulted in delayed Fix shipments, delayed return processing, extended wait times for our clients, and ~~Jobs Act (“Tax Act”),~~significant inventory management challenges. These factors were the principal causes of our decline in revenue and gross margin during the third quarter of fiscal 2020. Our warehouse capacity constraints were more acute during March of 2020, but steadily improved during the fourth fiscal quarter of 2020, and continued to operate at higher capacity levels during the first fiscal quarter of 2021.

The effect of the COVID-19 pandemic on the broader economy and consumer behavior continues to evolve. During the latter half of our third fiscal quarter of 2020, we did experience lower demand, which negatively affected net revenue per active client, and which we believe was ~~enacted~~largely attributable to consumer reactions as the COVID-19 crisis escalated during March and April. We saw some positive client demand signals during this time, including with our auto-ship clients and continued growth of our direct buy offering; however, we saw some softness in new client acquisition in part because we reduced our marketing spend in reaction to the COVID-19 crisis. By pulling back on ~~December 22, 2017.~~

client acquisition in our third fiscal quarter, we recognized that this would also impact demand in subsequent quarters given most clients’ repeat purchase behavior. Despite the continuing impact of COVID-19 on the overall economy, during our fourth fiscal quarter of 2020, we saw strong retention from our auto-ship clients and growth in new client demand from increases in first Fix shipments. We continued to see growth in new client demand and strong auto-ship retention during the first fiscal quarter of 2021 and believe we are benefiting from the dislocation in the retail apparel market that is resulting from the COVID-19 pandemic. For further discussion of the COVID-19 related risks facing our business, refer to the “Risk Factors” section included in Part II, Item 1A.

Although we are experiencing unprecedented challenges during this global health crisis, we continue to focus on our long-term growth and strategies that capture the changing ways people shop. While we cannot reasonably estimate the long-term impacts of the COVID-19 pandemic, we believe that our business model positions us to emerge from this crisis with a structural advantage and new opportunities to increase market share.

Key Financial and Operating Metrics

Non-GAAP Financial Measures

We report our financial results in accordance with generally accepted accounting principles in the United States ~~or GAAP.~~(“GAAP”). However, management believes that certain non-GAAP financial measures provide users of our financial information with additional useful information in evaluating our performance. Management believes that excluding certain items that may vary substantially in frequency and magnitude period-to-period from net income and earnings per share (“EPS”) provides useful supplemental measures that assist in evaluating our ability to generate earnings and to more readily compare these metrics between past and future periods. Management also believesWe believe that adjusted EBITDA is frequently used by investors and securities analysts in their evaluations of companies, and that ~~such~~this supplemental measure facilitates comparisons between companies. We believe free cash flow is an important metric because it represents a measure of how much cash from operations we have available for discretionary and non-discretionary items after the deduction of capital expenditures. These non-GAAP financial measures may be different than similarly titled measures used by other companies. For instance, we do not exclude stock-based compensation expense from adjusted EBITDA or non-GAAP net income. Stock-based compensation is an important part of how we attract and retain our employees, and we consider it to be a real cost of running the business.

Our non-GAAP financial measures should not be considered in isolation from, or as substitutes for, financial information prepared in accordance with GAAP. There are several limitations related to the use of our non-GAAP financial measures as compared to the closest comparable GAAP measures. Some of these limitations include:

~~our non-GAAP net income,~~ •adjusted EBITDA excludes interest (income) expense and ~~non-GAAP EPS – diluted measures exclude compensation~~other (income) expense, ~~that we recognized related to certain stock sales by current and former employees;~~

~~our non-GAAP~~ net, ~~income and non-GAAP EPS – diluted measures exclude the impact of the remeasurement~~as these items are not components of our ~~net deferred tax assets following the adoption of the Tax Act;~~

core business;

our non-GAAP net income, adjusted EBITDA and non-GAAP EPS – diluted measures exclude the remeasurement of the preferred stock warrant liability, which is a non-cash expense incurred in the periods prior to the completion of our IPO;

•

adjusted EBITDA also excludes the recurring, non-cash expenses of depreciation and amortization of property and equipment and, although these are non-cash expenses, the assets being depreciated and amortized may have to be replaced in the future;

•adjusted EBITDA does not reflect our tax provision, which reduces cash available to us; ~~and~~

•adjusted EBITDA excludes the recurring, non-cash expenses of depreciation and amortization of property and equipment and, although these are non-cash expenses, the assets being depreciated and amortized may have to be replaced in the future;

•adjusted EBITDA excludes the non-cash expense of stock-based compensation, which has been, and will continue to be for the foreseeable future, an important part of how we attract and retain our employees and a significant recurring expense in our business; and

•free cash flow does not represent the total residual cash flow available for discretionary purposes and does not reflect our future contractual commitments.

Adjusted EBITDA

We define adjusted EBITDA as net income (loss) excluding ~~other~~interest (income)~~, net,~~ expense, provision (benefit) for income taxes, other (income) expense, net, depreciation and amortization, ~~the remeasurement of preferred stock warrant liability~~ and ~~when present,~~stock-based compensation ~~expense related to certain stock sales by current and former employees.~~expense. The following table presents a reconciliation of net income (loss), the most comparable GAAP financial measure, to adjusted EBITDA for each of the periods ~~presented (in thousands):~~

For the Three Months Ended

For the Six Months Ended

January 27, 2018

January 28, 2017

January 27, 2018

January 28, 2017

Adjusted EBITDA reconciliation:

Net income

$
3,641

$
233

$
17,129

$
13,476

Add (deduct):

Other income, net

(18
)

(6
)

(35
)

(13
)
Provision for income taxes

13,603

(486
)

18,747

11,303

Depreciation and amortization

2,618

1,924

4,888

3,385

Remeasurement of preferred stock warrant liability

(1,614
)

1,146

(10,685
)

2,649

Compensation expense related to certain stock sales by current and former employees

—

21,283

—

21,283

Adjusted EBITDA

$
18,230

$
24,094

$
30,044

$
52,083

~~Non-GAAP Net Income~~

We define non-GAAP net income as net income excluding the remeasurement of preferred stock warrant liability and, when present, compensation expense related to certain stock sales by current and former employees, and their related tax impacts, if any, as well as the remeasurement of our net deferred tax assets in relation to the adoption of the Tax Act. The following table presents a reconciliation of net income, the most comparable GAAP financial measure, to non-GAAP net income for each of the periods presented (in thousands):

For the Three Months Ended

For the Six Months Ended

January 27, 2018

January 28, 2017

January 27, 2018

January 28, 2017

Non-GAAP net income (loss) reconciliation:

Net income

$
3,641

$
233

$
17,129

$
13,476

Add (deduct):

Remeasurement of preferred stock warrant liability

(1,614
)

1,146

(10,685
)

2,649

Compensation expense related to certain stock sales by current and former employees

—

21,283

—

21,283

Tax impact of non-GAAP adjustments

—

(8,890
)

—

(8,890
)
Impact of Tax Act ⁽¹⁾

4,730

-

4,730

—

Non-GAAP net income

$
6,757

$
13,772

$
11,174

$
28,518

¹⁾ As discussed in Note 8 to the condensed consolidated financial statements included in this Quarterly Report, the U.S. government enacted comprehensive tax legislation in December 2017. This resulted in a net charge of $4.7 million for the three and six months ended January 27, 2018, due to the remeasurement of our net deferred tax assets for the reduction in tax rate from 35% to 21%. The adjustment to non-GAAP net income only includes this transitional impact. It does not include the ongoing impacts of the lower U.S. statutory rate on current year earnings.

presented:


	For the Three Months Ended
(in thousands)	October 31, 2020		November 2, 2019
Net income (loss)	$	9,541	$	(178)
Add (deduct):
Interest (income) expense	(1,161)		(1,653)
Provision (benefit) for income taxes	(28,118)		1,157
Other (income) expense, net	205		834
Depreciation and amortization	6,459		4,966
Stock-based compensation expense	19,925		12,126
Adjusted EBITDA	$	6,851	$	17,252

~~Non-GAAP Earnings Per Share - Diluted~~

We define non-GAAP EPS as diluted EPS excluding the per share impact of the remeasurement of preferred stock warrant liability and, when present, compensation expense related to certain stock sales by current and former employees, and their related tax impacts, if any, as well as the per share impact of the remeasurement of our net deferred tax assets in relation to the adoption of the Tax Act. The following table presents a reconciliation of EPS attributable to common stockholders - diluted, the most comparable GAAP financial measure, to non-GAAP EPS attributable to common stockholders - diluted for each of the periods presented (in thousands):

For the Three Months Ended

For the Six Months Ended

January 27, 2018

January 28, 2017

January 27, 2018

January 28, 2017

Non-GAAP earnings per share - diluted reconciliation:

Earnings per share attributable to common stockholders - diluted

$
0.02

$
—

$
0.06

$
0.14

Per share impact of the remeasurement of preferred stock warrant
liability⁽¹⁾

$
—

$
0.04

$
—

$
0.08

Per share impact of compensation expense related to certain stock
sales by current and former employees

$
—

$
0.66

$
—

$
0.61

Per share impact from tax effect of non-GAAP adjustments

$
—

$
(0.28
)

$
—

$
(0.26
)
Per share impact from Tax Act⁽²⁾

$
0.05

$
—

$
0.08

$
—

Non-GAAP earnings per share attributable to common stockholders - diluted

$
0.07

$
0.42

$
0.14

$
0.57

¹⁾For the three and six months ended January 27, 2018, the preferred stock warrant liability was dilutive and included in earnings per share attributable to common stockholders - diluted. Therefore, it is not an adjustment to arrive at non-GAAP EPS - diluted.

²⁾ As discussed in Note 8 to the condensed consolidated financial statements included in this Quarterly Report, the U.S. government enacted comprehensive tax legislation in December 2017. This resulted in a net charge of $4.7 million for the three and six months ended January 27, 2018, due to the remeasurement of our net deferred tax assets for the reduction in tax rate from 35% to 21%. The adjustment to non-GAAP earnings per share attributable to common stockholders - diluted only includes this transitional impact. It does not include the ongoing impacts of the lower U.S. statutory rate on current year earnings.

Free Cash Flow

We define free cash flow as cash ~~flow from operations~~flows provided by (used in) operating activities reduced by purchases of property and equipment ~~which is~~that are included in cash ~~flow from~~flows provided by (used in) investing activities. The following table presents a reconciliation of cash flows ~~from~~provided by (used in) operating activities, the most comparable GAAP financial measure, to free cash flow for each of the periods ~~presented (in thousands):~~

presented:

For the Six Months Ended

January 27, 2018

January 28, 2017

Free cash flow reconciliation:

Cash flows from operating activities

$
33,735

$
49,532

Deduct:

Purchase of property and equipment

(8,232
)

(11,367
)
Free cash flow

$
25,503

$
38,165

Cash flows from investing activities

$
(8,232
)

$
(11,367
)
Cash flows from financing activities

$
130,013

$
(2,635
)


	For the Three Months Ended
(in thousands)	October 31, 2020		November 2, 2019
Free cash flow reconciliation:
Cash flows provided by (used in) operating activities	$	57,359	$	27,524
Deduct:
Purchases of property and equipment	(5,985)		(7,502)
Free cash flow	$	51,374	$	20,022
Cash flows provided by (used in) investing activities	$	1,701	$	(46,521)
Cash flows provided by (used in) financing activities	$	(1,896)	$	(1,694)

Operating Metrics


	October 31, 2020		August 1, 2020		May 2, 2020		February 1, 2020		November 2, 2019
Active clients (in thousands)	3,763		3,522		3,418		3,465		3,416
Net revenue per active client (1)	$	467	$	486	$	498	$	501	$	485

(1) Fiscal year 2019 was a 53-week year, with the extra week occurring in the quarter ended August 3, 2019. Therefore, net revenue per active client for each quarter ended May 2, 2020, February 1, 2020, and November 2, 2019, include the impact of the extra week of revenue.

Active Clients

We believe that the number of active clients is a key indicator of our growth and the overall health of our business. We define an active client as a client who checked out a Fix or was shipped an item using our direct-buy functionality in the preceding ~~12-month period,~~52 weeks, measured as of the last ~~date~~day of that period. A client checks out a Fix when she indicates what items she is keeping through our mobile application or on our website. We consider each Men’s, Women’s, or Kids account as a client, even if they share the same household. We had ~~2,508,000~~3,763,000 and ~~1,920,000~~3,416,000 active clients as of ~~January 27, 2018~~October 31, 2020, and ~~January 28, 2017,~~November 2, 2019, respectively, representing year-over-year growth of ~~30.6%~~10.2%.

Net Revenue per Active Client

We believe that net revenue per active client is an indicator of client engagement and satisfaction. We calculate net revenue per active client based on net revenue over the preceding four fiscal quarters divided by the number of active clients, measured as of the last day of the period. Net revenue per active client was $467 and $485 as of October 31, 2020, and November 2, 2019, respectively, representing a year-over-year decline of 3.7%. We attribute this year-over-year decline in net revenue per active client to recent increases in new active clients. Large numbers of recently added clients have, on average, less purchase history during the prior twelve months as they are new to our service. Therefore, their contribution to the net revenue per active client calculation has a dilutive effect. We expect future periods with large new active client adds may have a similar impact on net revenue per active client. In addition, the trailing four quarter calculation as of October 31, 2020, reflects our third fiscal quarter of 2020 results, which were impacted by COVID-19-related capacity constraints.

Factors Affecting Our Performance

Inventory Management

We leverage our data science to buy and manage our inventory, including merchandise assortment and fulfillment center optimization. Because our merchandise assortment directly correlates to client success, we may at times optimize our inventory to prioritize long-term client success over short-term gross margin impact. To ensure sufficient availability of merchandise, we generally enter into purchase orders well in advance and frequently before apparel trends are confirmed by client purchases. As a result, we are vulnerable to demand and pricing shifts and availability of merchandise at time of purchase. We incur inventory write-offs and changes in inventory reserves that impact our gross margins.

Our inventory investments will fluctuate with the needs of our business. For example, in the first half of fiscal 2020, we purchased inventory based on our pre-COVID-19 pandemic projections, which resulted in excess inventory levels and higher inventory reserves during our third fiscal quarter of 2020. As noted above, in March 2020, we temporarily closed three of our eight fulfillment centers resulting in significantly less capacity in our warehouses and in turn delayed Fix shipments and a substantial backlog, delayed return processing, extended wait times for our clients, and significant inventory management challenges. During the fourth quarter of fiscal 2020 and the first quarter of fiscal 2021, we increased capacity at our fulfillment centers and we experienced an uptick in client demand, both of which contributed to healthier inventory levels and lower inventory reserves. Additionally, entering new locations such as the UK, expanding to new categories such as Stitch Fix Kids, offering new functionalities such as direct buy, or adding new fulfillment centers will all require additional investments in inventory.

Client Acquisition and Engagement

To grow our business, we must continue to acquire clients and successfully engage them. We believe that implementing broad-based marketing strategies that increase our brand awareness has the potential to strengthen Stitch Fix as a national consumer brand, help us acquire new clients, and drive revenue growth. As our business has achieved a greater scale and we are able to support a large and growing client base, we have increased our investments in marketing to take advantage of more marketing channels to ~~profitably~~efficiently acquire clients. For example, we recently significantly increased our advertising spend, from $10.2 million and $25.5 million for the three and six months ended January 28, 2017 to $19.8 million and $48.0 million for the three and six months ended January 27, 2018, respectively, to support the growth of our business. We expect to continue to make significant marketing investments to grow our business. We currently utilize both digital and offline channels to attract new visitors to our website or mobile app and subsequently convert them into clients. Our current marketing efforts include client referrals, affiliate programs, partnerships, display advertising, television, print, radio, video, content, direct mail, social media, email, mobile “push” communications, search engine optimization, and keyword search campaigns.

While we expect to continue to make significant marketing investments to grow our business in the long run, our marketing expenses may vary from period to period. Our advertising spend was $51.4 million for the three months ended October 31, 2020, and $50.7 million for the three months ended November 2, 2019.

To successfully acquire clients and increase engagement, we must also continue to improve the diversity of our offering. These efforts may include broadening our brand partnerships and expanding into new categories, product types, price points, and geographies.

For example, in July 2018 we launched Stitch Fix Kids, expanding our client and vendor base, and in May 2019, we launched our services in the UK, expanding our geographic scope. In June 2019, we introduced direct-buy functionality to clients in the United States and, over the next several months, expanded direct buy with the launch of new offerings. We started with Buy It Again, allowing clients to buy previously purchased items in new colors, prints, and sizes. Then, in February 2020,

we launched Complete Your Looks, which presents clients a personalized set of algorithmically generated items for direct purchase based on items they have already bought from us. In June 2020, we introduced Trending For You, which allows Men’s and Women’s clients to shop personalized looks based on their style profiles. Most recently, in November 2020, we launched a beta of our next direct-buy offering, Shop by Category, which uses the data a client shares with us to create a highly personalized digital shopping feed for that client based on their category preferences.

Investment in our Operations and Infrastructure

To grow our client base and enhance our offering, we will incur additional expenses. We intend to leverage our data science and deep understanding of our clients’ needs to inform investments in operations and infrastructure. We anticipate that our expenses will increase as we continue to hire additional personnel and further advance our technological and data science capabilities. Moreover, we intend to make capital investments in our inventory, fulfillment centers, and office space and logistics infrastructure as we launch new categories, expand internationally, and drive operating efficiencies. For example, in November 2020, we entered into an agreement to lease approximately 700,000 square feet of space to be used as a new fulfillment center in Salt Lake City, Utah. We expect to increase our spending on these investments in the future and cannot be certain that these efforts will grow our client base or be cost-effective. However, we believe these strategies will yield positive returns in the long term.

~~Inventory Management~~

We leverage our data science to buy and manage our inventory, including merchandise assortment and fulfillment center optimization. To ensure sufficient availability of merchandise, we generally enter into purchase orders well in advance and frequently before apparel trends are confirmed by client purchases. As a result, we are vulnerable to demand and pricing shifts and to suboptimal selection and timing of merchandise purchases. We incur inventory write-offs and changes in inventory reserves that impact our gross margins. Because our merchandise assortment directly correlates to client success, we may at times optimize our inventory to prioritize long-term client success over short-term gross margin impact. Moreover, our inventory investments will fluctuate with the needs of our business. For example, entering new categories or adding new fulfillment centers will require additional investments in inventory.

Merchandise Mix

We offer apparel, shoes, and accessories across categories, brands, product types, and price points. We currently serve our clients in the following categories: Women’s, Petite, Maternity, Men’s, Plus, and ~~Plus.~~Kids. We ~~also~~ carry a mix of third-party branded merchandise, including premium brands, and our own Exclusive Brands. We also offer a wide variety of product types, including denim, dresses, blouses, skirts, shoes, jewelry, and handbags. We sell merchandise across a broad range of price points and may further broaden our price point offerings in the future.

While changes in our merchandise mix have not caused significant fluctuations in our gross margin to date, categories, brands, product types, and price points do have a range of margin profiles. For example, our Exclusive Brands have generally contributed higher ~~margin, and~~margins, shoes have generally contributed lower ~~margin.~~margins, and newer categories, such as Kids, tend to initially have lower margins. Shifts in merchandise mix driven by client demand may result in fluctuations in our gross margin from period to period.

Components of Results of Operations

Revenue

We generate revenue from the sale of merchandise. We charge a ~~$20~~ nonrefundable upfront fee, referred to as a “styling fee,” that is credited towards any merchandise purchased in the Fix. We deduct discounts, sales tax, and estimated refunds to arrive at net revenue, which we refer to as revenue throughout the report. ~~In December 2017, we launched~~We offer Style Pass to provide ~~our~~select U.S. clients with an alternative to paying a ~~$20~~ styling fee per Fix. ~~With~~ Style Pass clients pay a ~~$49~~nonrefundable annual fee for unlimited styling that is credited towards merchandise purchases. To a lesser extent, we also recognize revenue resulting from direct purchases and estimated breakage income on gift cards. We expect our revenue to increase in absolute dollars as we grow our business, although our revenue growth rate may ~~continue to~~ slow in future periods.

Cost of Goods Sold

Cost of goods sold consists of the costs of merchandise, expenses for shipping to and from clients and inbound freight, inventory write-offs and changes in our inventory reserve, payment processing fees, and packaging materials ~~costs.~~costs, offset by the recoverable cost of merchandise estimated to be returned. We expect our cost of goods sold to fluctuate as a percentage of revenue primarily due to how we manage our inventory and merchandise mix. Our classification of cost of goods sold may vary from other companies in our industry and may not be comparable.

Selling, General, and Administrative Expenses

Selling, general, and administrative expenses consist primarily of compensation and benefits costs, including stock-based compensation expense for our employees including our ~~stylist,~~stylists, fulfillment center operations, data analytics, merchandising, engineering, marketing, client experience, ~~marketing~~ and corporate personnel. Selling, general, and administrative expenses also include marketing and advertising costs, third-party logistics costs, facility costs for our fulfillment centers and offices, professional service fees, information technology costs, and depreciation and amortization expense. We expect our selling, general, and administrative expenses to increase in absolute dollars and to fluctuate as a percentage of revenue due to the anticipated growth of our business, and increased marketing ~~investments and additional costs associated with being a public company.~~investments. Our classification of selling, general, and administrative expenses may vary from other companies in our industry and may not be comparable.

~~Remeasurement of Preferred Stock Warrant Liability~~

~~We estimate the fair value of the preferred stock warrant liability at the end of each reporting period~~

Interest Income

Interest income is generated from our cash equivalents and ~~recognize changes~~investments in the fair value through our statement of operations. In connection with our IPO, all warrants were automatically exercised for no consideration, therefore we do not expect to have preferred stock warrant liability in future periods.

available-for-sale securities.

Provision (Benefit) for Income Taxes

Our provision (benefit) for income taxes consists of an estimate of federal, state, and ~~state~~international income taxes based on enacted federal, state, and ~~state~~international tax rates, as adjusted for allowable credits, deductions, uncertain tax positions, and changes in the valuation ~~allowance against~~of our net federal and state deferred tax ~~assets, as applicable.~~

assets.

Results of Operations

Comparison of the Three ~~and Six~~ Months Ended ~~January 27, 2018~~October 31, 2020, and ~~January 28, 2017~~

November 2, 2019

The following table sets forth our results of operations for the periods ~~indicated (in thousands):~~

indicated:

For the Three Months Ended

%

For the Six Months Ended

%

January 27, 2018

January 28, 2017

Change

January 27, 2018

January 28, 2017

Change

Revenue, net

$
295,906

$
237,775

24.4
%

$
591,469

$
473,779

24.8
%
Cost of goods sold

168,523

131,053

28.6
%

335,071

256,979

30.4
%
Gross profit

127,383

106,722

19.4
%

256,398

216,800

18.3
%
Selling, general and administrative expenses

111,771

105,835

5.6
%

231,242

189,385

22.1
%
Operating income

15,612

887

1,660.1
%

25,156

27,415

(8.2
)%
Remeasurement of preferred stock warrant liability

(1,614
)

1,146

(240.8
)%

(10,685
)

2,649

(503.4
)%
Other income, net

(18
)

(6
)

200.0
%

(35
)

(13
)

169.2
%
Income (loss) before income taxes

17,244

(253
)

(6,915.8
)%

35,876

24,779

44.8
%
Provision for income taxes

13,603

(486
)

(2,899.0
)%

18,747

11,303

65.9
%
Net income

$
3,641

$
233

1,462.7
%

$
17,129

$
13,476

27.1
%


	For the Three Months Ended				%
(in thousands)	October 31, 2020		November 2, 2019		Change
Revenue, net	$	490,423	$	444,815	10.3	%
Cost of goods sold	270,972		243,513		11.3	%
Gross profit	219,451		201,302		9.0	%
Selling, general, and administrative expenses	238,984		201,142		18.8	%
Operating income (loss)	(19,533)		160		*
Interest (income) expense	(1,161)		(1,653)		(29.8)	%
Other (income) expense, net	205		834		(75.4)	%
Income (loss) before income taxes	(18,577)		979		*
Provision (benefit) for income taxes	(28,118)		1,157		*
Net income (loss)	$	9,541	$	(178)	*

* Not meaningful

The following table sets forth the components of our results of operations as a percentage of revenue:

For the Three Months Ended

For the Six Months Ended

January 27, 2018

January 28, 2017

January 27, 2018

January 28, 2017

Revenue, net

100.0
%

100.0
%

100.0
%

100.0
%
Cost of goods sold

57.0
%

55.1
%

56.7
%

54.2
%
Gross margin

43.0
%

44.9
%

43.3
%

45.8
%
Selling, general and administrative expenses

37.8
%

44.5
%

39.1
%

40.0
%
Operating income

5.2
%

0.4
%

4.2
%

5.8
%
Remeasurement of preferred stock warrant liability

(0.6
)%

0.5
%

(1.8
)%

0.6
%
Other income, net

0.0
%

0.0
%

0.0
%

0.0
%
Income before income taxes

5.8
%

(0.1
)%

6.0
%

5.2
%
Provision for income taxes

4.6
%

(0.2
)%

3.1
%

2.4
%
Net income

1.2
%

0.1
%

2.9
%

2.8
%


	For the Three Months Ended
	October 31, 2020		November 2, 2019
Revenue, net	100.0	%	100.0	%
Cost of goods sold	55.3	%	54.7	%
Gross margin	44.7	%	45.3	%
Selling, general, and administrative expenses	48.7	%	45.3	%
Operating income (loss)	(4.0)	%	—	%
Interest (income) expense	(0.2)	%	(0.4)	%
Other (income) expense, net	—	%	0.2	%
Income (loss) before income taxes	(3.8)	%	0.2	%
Provision (benefit) for income taxes	(5.7)	%	0.2	%
Net income (loss)	1.9	%	—	%

Revenue and Gross Margin

Revenue increased by ~~$58.1 million and $117.7~~$45.6 million, or ~~24.4% and 24.8%~~10.3%, during the three ~~and six~~ months ended ~~January 27, 2018~~October 31, 2020, compared with the same ~~periods~~period last year. The increase in revenue was primarily attributable to a ~~30.6%~~10.2% increase in active clients from ~~January 28, 2017~~November 2, 2019, to ~~January 27, 2018,~~October 31, 2020, which drove increased sales of merchandise.

Gross margin for the three months ended ~~January 27, 2018~~October 31, 2020, decreased by ~~1.9%~~60 basis points compared with the same period last year. The decrease was primarily ~~attributable~~driven by higher shipping expense due to ~~investments in~~an increased mix of direct buy orders and higher rates with our carriers, partially offset by lower inventory reserves and ~~expansion into new categories, as well as an increase in inventory shrink. The gross margin~~clearance rates.

Selling, General, and Administrative Expenses

Selling, general, and administrative expenses increased by $37.8 million for the ~~six~~three months ended ~~January 27, 2018 decreased by 2.5%~~October 31, 2020, compared with the same period last year. ~~The decrease was primarily attributable to higher clearance and inventory shrink as well as an increase in merchandise costs, as we expanded into new categories, and inventory obsolescence reserves.~~

~~Selling, General and Administrative Expenses~~

~~Selling,~~As a percentage of revenue, selling, general, and administrative expenses increased ~~by $5.9 million and $41.9 million~~to 48.7% for the three ~~and six~~ months ended ~~January 27, 2018, respectively,~~October 31, 2020, compared with 45.3% for the three months ended November 2, 2019.

The increase for the three months ended October 31, 2020, compared with the same ~~periods in 2017. The increase in both periods~~period last year, was primarily ~~due to an increase in advertising spend of $9.6 million and $22.5 million for the three and six months ended January 27, 2018, respectively, as we expanded~~

~~our television and online advertising initiatives. The increases were also due~~related to higher compensation and benefits expense and stock-based compensation due to increased headcount as we ~~increased our headcount~~continued to invest in talent and higher marketing expenses year over year to support the ~~last year, partially offset by $21.3 million in compensation costs incurred in 2017 in connection with certain stock sales by current and former employees.~~

~~Remeasurement of Preferred Stock Warrant Liability~~

~~The change in the preferred stock warrant liability was due to a change in the underlying fair value~~growth of our ~~preferred stock until the conversion of our preferred stock warrants into Class B common stock as part of our IPO.~~

business.

Provision (Benefit) for Income Taxes

The following table summarizes our effective tax rate from income for the periods ~~presented (in thousands):~~

presented:


	For the Three Months Ended
(in thousands)	October 31, 2020			November 2, 2019
Income (loss) before income taxes	$	(18,577)		$	979
Provision (benefit) for income taxes	(28,118)			1,157
Effective tax rate	151.4		%	118.2		%

~~We are subject to income taxes in the United States.~~

Our effective tax rate for the three ~~and six~~ months ended ~~January 28, 2017~~October 31, 2020, differs from the federal statutory income tax rate primarily due to ~~accounting for~~ the ~~effects of enactment~~net operating loss carryback provisions of the ~~Tax~~CARES Act, ~~certain nondeductible expenses, effect of state taxes,~~ partially offset by ~~the benefit from the non-includible gain on remeasurement of the preferred stock warrant liability.~~

In the three months ended January 27, 2018, we revised our estimated annual effective rate to reflect a change in the federal statutory rate from 35% to 21%, as a result of the enactment of the Tax Act on December 22, 2017. The Company has a fiscal year end which subjects us to transitional tax rate rules. Therefore, a blended U.S. statutory rate of 26.96% was computed for our fiscal year 2018. Income tax expense for the three and six months ended January 28, 2017 was adjusted to reflect the discrete effects of the Tax Act and resulted in an increase in income tax expense of $4.7 million related to the remeasurement of existing deferred tax balances. This discrete impact was considered a provisional amount under the U.S. Securities and Exchange Commission Staff Accounting Bulletin No. 118.

certain nondeductible expenses.

Our effective tax rate for the three ~~and six~~ months ended ~~January 28, 2017 was based on the historic statutory tax rate of 35%. Our effective tax rate for the three and nine months ended January 28, 2017 differs~~November 2, 2019, differed from the federal statutory income tax rate primarily due to impacts from tax reform, certain nondeductible ~~loss on remeasurement of the preferred stock warrant liability, effect of~~expenses, tax expense related to employee share-based awards, and state taxes ~~certain other nondeductible expenses, partially~~which are offset by the ~~benefits on certain stock-based compensation deductions.~~

benefit of allowable credits.

We continue to monitor the progress of ongoing discussions with tax authorities and the impact, if any, of the expected expiration of the statute of limitations in various taxing jurisdictions.

Liquidity and Capital Resources

Sources of Liquidity

Our principal sources of liquidity since inception have been our cash flows from operations, as well as the net proceeds we received through private sales of equity securities and our IPO. We have had positive and growing cash flows from operations since 2014. As of January 27, 2018, we had raised an aggregate of $169.6 million of equity capital including proceeds from our IPO. We had $266.4 million of cash and $9.1 million of restricted cash as of January 27, 2018.

initial public offering in 2017. Our primary use of cash includes operating costs such as merchandise purchases, compensation and benefits, marketing, and other expenditures necessary to support our business growth. ~~We have been able~~

As of October 31, 2020, we had $200.3 million of cash and cash equivalents and $229.6 million of investments. Our investment balance includes $188.0 million of short-term investments with contractual maturities of 12 months or less as of October 31, 2020.

In June 2020, we entered into a $90.0 million credit agreement (the “Credit Agreement”) with Silicon Valley Bank and other lenders. The Credit Agreement will terminate on June 2, 2021. The Credit Agreement includes a letter of credit sub-facility of $20.0 million and a swingline sub-facility of up to ~~fund these costs through our cash flows from operations since 2014 and expect to~~$50.0 million.

Though we continue to ~~do so. We~~monitor the COVID-19 pandemic closely, the situation is changing rapidly and the extent and duration of the pandemic's impact on our business remains uncertain. Our liquidity and working capital needs could be negatively impacted. However, we believe our existing cash, cash equivalents, short-term investment balances, and ~~cash flows from operations~~the borrowing available under our senior revolving credit facility, if needed, will be sufficient to meet our working capital and capital expenditure needs for at least the next 12 months.

Cash Flows

The following table summarizes our cash flows for the periods indicated ~~and our cash and working capital balances as of the end of the period (in thousands):~~

below:

For the Six Months Ended

January 27, 2018

January 28, 2017

Net cash provided by operating activities

$
33,735

$
49,532

Net cash used in investing activities

(8,232
)

(11,367
)
Net cash provided by (used in) financing activities

130,013

(2,635
)
Net increase in cash and restricted cash

$
155,516

$
35,530


	For the Three Months Ended
(in thousands)	October 31, 2020		November 2, 2019
Net cash provided by (used in) operating activities	$	57,359	$	27,524
Net cash provided by (used in) investing activities	1,701		(46,521)
Net cash provided by (used in) financing activities	(1,896)		(1,694)
Net increase (decrease) in cash and cash equivalents	$	57,164	$	(20,691)

Cash provided by (used in) operating activities

During the ~~six~~three months ended ~~January 27, 2018,~~October 31, 2020, cash provided by operating activities was ~~$33.7~~$57.4 million, which consisted of net income of ~~$17.1~~$9.5 million, adjusted by non-cash charges of ~~$12.0~~$25.8 million and by a change of ~~$4.6~~$22.1 million in our net operating assets and liabilities. The non-cash charges were largely driven by ~~$7.0 million increase in our inventory reserve, a $5.5 million increase in deferred tax expense primarily related to a $4.7 million remeasurement of our net deferred tax assets under the Tax Act, $5.1~~$19.9 million of stock-based compensation expense and ~~$4.9~~$7.0 million of depreciation, amortization, and ~~amortization, partially offset by $10.7 million related to the remeasurement of the preferred stock warrant liability.~~accretion. The change in our net operating assets and liabilities was primarily due to an increase of ~~$15.3~~$76.8 million in our accounts payable and accrued liabilities related to ~~the~~ increased business activity and ~~a decrease of $5.1 million in prepaid and other assets due to~~ timing of ~~payments substantially all~~payments. This was partially offset by ~~an increase~~a change of ~~$19.5~~$30.7 million in our inventory balance due to increased inventory purchases to support our growth.

and a change of $28.3 million in prepaid expenses and other assets due to an increase in federal tax receivables.

During the ~~six~~three months ended ~~January 28, 2017~~,November 2, 2019, cash provided by operating activities was ~~$49.5~~$27.5 million, which consisted of net ~~income~~loss of ~~$13.5~~ $0.2 million, adjusted by non-cash charges of ~~$19.4~~$16.6 million, and a change of ~~$16.6~~$11.1 million in our net operating assets and liabilities. The non-cash charges were largely driven by ~~$9.7~~$12.1 million inof stock-based compensation expense, ~~related to certain stock sales by current and former employees, $3.4~~$4.7 million of depreciation and amortization, ~~a $3.2~~ and $1.8 million ~~increase in our~~of inventory ~~reserve, and $2.6 million~~ ~~related to the remeasurement of the preferred stock warrant liability.~~obsolescence reserves. The change in our net operating assets and liabilities was primarily due to an increase of ~~$28.5~~$37.9 million in accounts payable and accrued liabilities ~~an increase~~related to increased business activity and timing of ~~$3.6 million in gift card liability, and an increase of $3.1 million in other~~ ~~liabilities, primarily~~payments, substantially offset by an increase of ~~$10.5~~$31.8 million in our inventory ~~and $9.4 million in prepaid expenses and other assets.~~

balance due to increased inventory purchases to support our growth.

Cash (provided by) used in investing activities

During the ~~six~~three months ended ~~January 27, 2018~~October 31, 2020, cash provided by investing activities was $1.7 million. This was primarily due to maturities and ~~January 28, 2017,~~sales of available-for-sale securities of $32.8 million and $16.2 million, respectively, substantially offset by our investment of $41.3 million in highly rated available-for-sale securities and $6.0 million in purchases of property and equipment.

During the three months ended November 2, 2019, cash used in investing activities was ~~$8.2~~$46.5 million, ~~and $11.4 million, respectively,~~ which was primarily due to ~~the purchase~~our investment of $67.5 million in highly rated available-for-sale securities and $7.5 million in purchases of property and equipment, ~~primarily related to the expansion~~partially offset by maturities of ~~our fulfillment centers and offices as well as continued investment in our proprietary systems.~~

available-for-sale securities of $23.2 million.

Cash provided by (used in) ~~provided by~~ financing activities

During the ~~six~~three months ended ~~January 27, 2018 , cash provided by financing activities~~ ~~was $130.0 million, which was primarily due~~ ~~to the net proceeds from our IPO.~~

~~During the six months ended January 28, 2017~~, October 31, 2020, and November 2, 2019, cash used in financing activities was ~~$2.6~~$1.9 million and $1.7 million, respectively, which was primarily due to payments for tax withholding related to vesting of restricted stock units, partially offset by proceeds from the ~~repurchase~~exercise of ~~Class B common~~ stock ~~related to early exercised~~ options.

Contractual Obligations and Other Commitments

~~On January 29, 2018, subsequent~~

In November 2020, we entered into an agreement to ~~our quarter-end,~~lease approximately 700,000 square feet of space to be used as a fulfillment center in Salt Lake City, Utah. We expect to classify this lease as an operating lease, with a commencement date of late fiscal 2021 or early fiscal 2022. The lease expires in 2030 and we ~~executed an amendment~~expect to ~~the~~record fixed operating lease ~~on our corporate headquarters, which increased the future minimum lease payments on our corporate headquarters to~~costs of approximately ~~$115.3~~$33.1 million over ~~ten years.~~

the life of the lease.

There have been no other material changes to our contractual obligations and other commitments as disclosed in our Annual Report on Form 10-K for the ~~Final Prospectus.~~

fiscal year ended August 1, 2020 (“2020 Annual Report”).

Off-Balance Sheet Arrangements

We have not entered into any off-balance sheet arrangements and do not have any holdings in variable interest entities.

Critical Accounting Policies and Estimates

Our unaudited condensed consolidated financial statements have been prepared in accordance with GAAP. The preparation of these unaudited condensed consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, and expenses and the related disclosures. We base our estimates on historical experience and on other assumptions that we believe to be reasonable under the circumstances. These estimates and assumptions form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

We have considered the impact of the COVID-19 pandemic on significant estimates and judgments used in applying accounting policies. While there is a greater degree of uncertainty in applying these judgments in light of this crisis, we believe reasonable estimates have been used in preparing the unaudited condensed consolidated financial statements.

There have been no ~~material~~significant changes to our critical accounting policies ~~as compared to the critical accounting policies and significant judgments~~ and estimates as ~~compared to the critical accounting policies and significant judgments and estimates disclosed~~discussed in ~~the Final Prospectus. For additional information, please refer to Note 2 of~~ our ~~condensed consolidated financial statements in this Quarterly Report on Form 10-Q.~~

2020 Annual Report.

~~ITEM 3.~~

ITEM 3. Quantitative ~~and Qualitative Disclosures about Market Risk~~

~~Our cash is deposited in checking~~ and ~~savings accounts; therefore, we believe we~~Qualitative Disclosures about Market Risk

Interest Rate Risk

We are ~~relatively insensitive~~primarily exposed to market risks through interest rate ~~changes.~~

risk on our investments. As of October 31, 2020, we had $229.6 million in highly rated investments accounted for as available-for-sale securities, which are presented on our balance sheet at their fair market value. These interest-earning instruments carry a degree of interest rate risk; however, a hypothetical 10% change in interest rates during the three months ended October 31, 2020, would not have had a material impact on our condensed consolidated financial statements.

Foreign Currency Risk

As of October 31, 2020, our revenue was earned in U.S. dollars and British pound sterling. Our expansion into the UK exposes us to fluctuations in foreign currency exchange rates. Fluctuations in foreign currency exchange rates may also result in transaction gains or losses on transactions in currencies other than the U.S. Dollar or British pound sterling. For the three months ended October 31, 2020, a hypothetical 10% increase or decrease in current exchange rates would not have had a material impact on our condensed consolidated financial results.

~~ITEM 4.~~

ITEM 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and interim Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended), as of the end of the period covered by this Quarterly ~~Report on Form 10-Q.~~

Report. Based on the evaluation of our disclosure controls and procedures as of ~~January 27, 2018,~~October 31, 2020, our Chief Executive Officer and Chief Financial Officer concluded that ~~as a result~~our disclosure controls and procedures were effective.

Changes in Internal Control over Financial Reporting

Despite the fact that most of ~~a material weakness~~our employees are working remotely due to the COVID-19 pandemic, there were no changes during the quarter ended October 31, 2020, in our internal control over financial reporting ~~as previously disclosed in our Final Prospectus, our disclosure controls and procedures were not effective as of January 27, 2018.~~

~~Material Weakness in Internal Control Over Financial Reporting~~

In connection with the audit of our consolidated financial statements for the year ended July 29, 2017, we identified a material weakness in our internal control over financial reporting, as defined in the standards established by the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

Our management has determined that we had a material weakness in our internal control over financial reporting as of July 29, 2017, relating to the accounting and proprietary systems used in our financial reporting process not having the proper level of controls. Specifically, our systems lacked controls over access, program change management and computer operations that are needed to ensure access to financial data is adequately restricted to appropriate personnel.

~~Management’s Plan to Remediate the Material Weakness~~

As a result of this material weakness, we have initiated and will continue to implement remediation measures including, but not limited to, engaging external consultants to conduct a review of processes that involve financial data within our accounting and proprietary systems. This review includes identification of potential risks, documentation of processes and recommendations for improvement. We are still in the process of completing the remediation of the previously identified material weakness.

The initiatives we are implementing to remediate the material weakness are subject to continued management review supported by confirmation and testing, as well as audit committee oversight. We will continue to implement measures to remedy our internal control deficiencies in order to meet the deadline imposed by Section 404 of the Sarbanes-Oxley Act. However, we cannot be certain that the measures we have taken or may take in the future will ensure that we will establish and maintain adequate controls over our financial processes and reporting in the future.

Notwithstanding the material weakness, our management has concluded that the financial statements included elsewhere in this Quarterly Report on Form 10-Q present fairly, in all material respects, our financial position, results of operations and cash flows in conformity with GAAP.

If we fail to fully remediate this material weakness or fail to maintain effective internal controls in the future, it could result in a material misstatement of our financial statements that would not be prevented or detected on a timely basis, which could cause investors to lose confidence in our financial information or cause our stock price to decline. Our independent registered public accounting firm has not assessed the effectiveness of our internal control over financial reporting and, under the Jumpstart Our Business Startups Act of 2012, or the JOBS Act, will not be required to provide an attestation report on the effectiveness of our internal control over financial reporting so long as we qualify as an “emerging growth company,” which may increase the risk that weaknesses or deficiencies in our internal control over financial reporting go undetected.

~~Changes in Internal Control~~

~~Other than the changes intended to remediate the material weakness noted above, there were no changes in our internal control over financial reporting during the quarter ended January 27, 2018~~ that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

We will continue to monitor and assess the impact of COVID-19 on our internal controls.

Inherent Limitations on Effectiveness of Controls ~~and Procedures~~

~~In designing and evaluating~~

An effective internal control system, no matter how well designed, has inherent limitations, including the ~~disclosure~~possibility of human error or overriding of controls, and ~~procedures and~~therefore can provide only reasonable assurance with respect to reliable financial reporting. Because of its inherent limitations, our internal control over financial reporting ~~management recognizes that any~~may not prevent or detect all misstatements, including the possibility of human error, the circumvention or overriding of controls, ~~and procedures, no matter how well designed and operated,~~or fraud. Effective internal controls can provide only reasonable assurance with respect to the preparation and fair presentation of ~~achieving the desired control objectives. In addition, the design of disclosure controls and procedures and internal control over~~ financial reporting must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.

statements.

PART II. OTHER INFORMATION

~~ITEM 1.~~

ITEM 1. LEGAL PROCEEDINGS

On October 11, 2018, October 26, 2018, November 16, 2018, and December 10, 2018, four putative class action lawsuits alleging violations of the federal securities laws were filed in the U.S. District Court for the Northern District of California, naming as defendants us and certain of our officers. The four lawsuits each make the same allegations of violations of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), by us and our officers for allegedly making materially false and misleading statements regarding our active client growth and strategy with respect to television advertising between June 2018 and October 2018. The plaintiffs seek unspecified monetary damages and other relief. The four lawsuits have been consolidated and a lead plaintiff has been appointed. On September 18, 2019, the lead plaintiff in the consolidated class action lawsuits (the “Class Action”) filed a consolidated complaint for violation of the federal securities laws. On October 28, 2019, we and other defendants filed a motion to dismiss the consolidated complaint. The lead plaintiff filed an opposition to the motion to dismiss on December 9, 2019, and we and the other defendants filed our reply in support of our motion to dismiss on December 30, 2019. The court granted our motion to dismiss on September 30, 2020 but allowed the lead plaintiff to file an amended complaint. On November 6, 2020, the lead plaintiff filed his amended complaint. We filed a motion to dismiss the amended complaint on December 7, 2020.

On December 12, 2018, a derivative action was filed against our directors in the same court, alleging the same violations of securities laws as alleged in the Class Action and breach of fiduciary duties. The derivative action has been stayed pending the outcome of the motion to dismiss in the Class Action pursuant to the parties’ stipulation. On December 12, 2019, a second derivative action was filed against our directors in the same court, alleging the same violations of securities laws and breach of fiduciary duties as the other derivative action. The second derivative action has also been stayed pending the outcome of the motion to dismiss in the Class Action pursuant to the parties’ stipulation. The two derivative actions have been related to each other and to the Class Action, and all the related cases are ~~not party~~now proceeding before a single judge in the U.S. District Court for the Northern District of California.

On August 10, 2020, a representative action under California’s Private Attorneys General Act was filed against us in the Superior Court for the State of California, County of San Diego. The complaint alleged various violations of California’s wage and hour laws relating to ~~any material legal proceedings at~~our current and former non-exempt stylist employees and seeks attorney’s fees and penalties. In November 2020, the Superior Court approved the settlement that we reached with the plaintiffs to resolve this ~~time. From time~~matter.

In addition, we are subject to ~~time, we may become involved in various~~ legal proceedings that arise in the ordinary course of business. We have in the past and may in the future become involved in private actions, collective actions, investigations and various other legal proceedings by clients, employees, suppliers, competitors, government agencies, stockholders or others. We evaluate any claims and lawsuits with respect to their potential merits, our potential defenses and counter claims, and the expected effect on us of defending the claims and a potential adverse result. However, the results of any litigation, investigations and other legal proceedings are inherently unpredictable and expensive. Any claims against us, whether meritorious or not, could be time consuming, result in costly litigation, damage our reputation, require significant amounts of management time and divert significant resources. If any legal proceedings were to be determined adversely to us, or we were to enter into a settlement arrangement, we could be exposed to monetary damages or limits on our ability to operate our business, which could have an adverse effect on our business, financial condition and operating results.

~~ITEM 1A.~~

ITEM 1A. RISK FACTORS

Investing in our common stock involves a high degree of risk. You should consider and read carefully all of the risks and uncertainties described below, as well as other information included in this Quarterly Report on Form 10-Q (this “Quarterly Report”), and in our other public ~~filings~~.filings. The risks described below are not the only ones facing us. The occurrence of any of the following risks or additional risks and uncertainties not presently known to us or that we currently believe to be immaterial could materially and adversely affect our business, financial condition, or results of operations. In such case, the trading price of our common stock could decline, and you may lose all or part of your ~~original~~ investment. This Quarterly Report ~~on Form 10-Q~~ also contains forward-looking statements and estimates that involve risks and uncertainties. Our actual results could differ materially from those anticipated in the forward-looking statements as a result of specific factors, including the risks and uncertainties described below.

Risks Relating to Our Business

The ~~risks relating~~COVID-19 pandemic has caused significant disruption to our operations and is negatively impacting our business, ~~set forth~~key financial and operating metrics, and results of operations in numerous ways that remain unpredictable.

Our business has been and may continue to be materially impacted by the effects of the COVID-19 outbreak, which was declared a global pandemic in March 2020. This pandemic and related measures taken to contain the spread of COVID-19, such as government-mandated business closures, orders to “shelter in place,” and travel and transportation restrictions, have negatively affected the U.S. and global economies, disrupted global supply chains, and led to unprecedented levels of unemployment. We have also taken certain actions in response to these measures, such as temporarily closing three of our eight fulfillment centers to assess our ability to operate under shelter-in-place orders and develop protocols to protect the welfare of our warehouse employees.

These factors have resulted in significant disruption that has negatively impacted and may continue to negatively impact our business, including our operational capacity. While all of our fulfillment centers are currently open, they were operating at a reduced capacity in the third fiscal quarter of 2020 as employees worked on an opt-in basis and with social distancing protocols that required fewer employees to be in a fulfillment center than previously. We also provided all of our fulfillment center employees four weeks of flexible paid time off. Due to these measures, we had significantly less capacity in our ~~Final Prospectus,~~warehouses during the third quarter of fiscal year 2020, which resulted in delayed Fix shipments, a significant Fix backlog, delayed inventory and return processing, extended wait times for clients, and inventory management challenges. During the fourth quarter of fiscal year 2020 and the first fiscal quarter of 2021, we experienced smaller, intermittent interruptions at some of our fulfillment centers when we temporarily closed for part of a work day or for a full day to perform safety and cleaning procedures following an employee testing positive for COVID-19.

There continues to be a great deal of uncertainty around the breadth and duration of the COVID-19 pandemic and its impact on U.S. and global economic activity and consumer behavior, particularly as infection rates and cases have increased during the last few months. Unemployment rates in the U.S. and UK have increased significantly, which has dampened and could continue to dampen consumer spending and demand for our service, as could the possibility of a national or global economic recession or depression. To the extent the impact of COVID-19 continues or worsens, or if there is a resurgence after any containment, consumer behavior may be altered for an extended period, which would impact our results of operations and financial condition.

Currently, most of our employees in our corporate offices are ~~set forth~~working remotely. An extended period of remote work arrangements could strain our business continuity plans, increase operational risk, including heightened vulnerability to cyber attacks, reduce productivity, and impair our ability to manage our business. Our ability to return to normalized operations and the timing of such a return cannot be predicted at this time.

Additionally, the COVID-19 pandemic and resulting economic disruption has also led to significant volatility in the capital markets and has adversely impacted our stock price. While we have taken measures to preserve our access to liquidity, our cash generated from operations has been negatively impacted and future cash flows will be impacted by the development of the pandemic.

The COVID-19 pandemic has negatively impacted our results of operations, but the extent and duration of this impact remain uncertain. It will depend on factors such as the length of time the pandemic continues; how national, state and local governments continue to respond; the impact of the crisis on the economy and consumer behavior; and the effect on our clients, employees, vendors, and other partners. For example, we continue to work with our vendors to minimize inventory disruptions, and while we have not been significantly impacted by delays in inventory receipts, future delays and supply constraints may negatively affect our ability to obtain and manage inventory.

The impact of the COVID-19 pandemic may also exacerbate other risks discussed below, any of which could have a material effect on us. Though we continue to monitor the COVID-19 pandemic closely, the situation is changing rapidly, and additional impacts may arise that we are not aware of currently. In addition, if there is a future resurgence of COVID-19 following its initial containment, the negative impacts on our business may be exacerbated.

Our failure to adequately and effectively staff our fulfillment centers, through third parties or with our own employees, could adversely affect our client experience and operating results.

We currently receive and distribute merchandise at seven fulfillment centers in the United States and are ~~unchanged substantively~~in the process of building out another fulfillment center in the United States. We also have an eighth fulfillment center in the United Kingdom, which is operated by a third party. During the third quarter of our 2020 fiscal year, in response to the COVID-19 pandemic, we temporarily closed three of our eight fulfillment centers, offered our fulfillment center employees four weeks of paid time off, and reduced the maximum number of employees in each fulfillment center in order to implement social distancing protocols. These changes resulted in operational constraints, which in turn temporarily reduced our ability to ship merchandise to clients and earn revenue during the third quarter of our 2020 fiscal year. During the fourth quarter of fiscal year 2020, we experienced

smaller, intermittent interruptions at some of our fulfillment centers when we temporarily closed for part of a work day or for a full day to perform safety and cleaning procedures following notice that an employee tested positive for COVID-19. If there is a resurgence of COVID-19 in the areas where our fulfillment centers are located, or we or our third-party partner are unable to adequately staff our fulfillment centers to meet demand in the future, or if the cost of such staffing is higher than historical or projected costs due to mandated wage increases, regulatory changes, international expansion, or other factors, these effects could be exacerbated and our operating results could be further harmed. For example, during the fourth quarter of fiscal 2020, we experienced some difficulty hiring employees in two of our warehouse locations, which we attribute to COVID-19 concerns and to increased competition and rising wages for eCommerce fulfillment center workers as eCommerce demand accelerates. To address this, during the first fiscal quarter of ~~January 27, 2018, except~~2021, we increased wages in our fulfillment centers so we would be more competitive in hiring employees. In addition, operating fulfillment centers comes with potential risks, such as workplace safety issues and employment claims for the failure or alleged failure to comply with labor laws or laws respecting union organizing activities. Furthermore, if we fail to comply with wage and hour laws for our nonexempt employees, many of whom work in our fulfillment centers, we could be subject to legal risk, including claims for back wages, unpaid overtime pay, and missed meal and rest periods, which could be on a class or representative basis. Any such issues may result in delays in shipping times, reduced packing quality, or costly litigation, and our reputation and operating results may be harmed.

By using a third-party operator for some of our fulfillment centers, we also face additional risks associated with not having complete control over operations at those ~~risks designated~~fulfillment centers. Any deterioration in the financial condition or operations of that third party, or the loss of the relationship with that third party, would have significant impact on our operations.

We rely on consumer discretionary spending and have been, and may in the future be, adversely affected by ~~an asterisk (*).~~

~~Risks Related~~economic downturns and other macroeconomic conditions or trends.

Our business and operating results are subject to global economic conditions and their impact on consumer discretionary spending. Some of the factors that may negatively influence consumer spending include high levels of unemployment; higher consumer debt levels; reductions in net worth, declines in asset values, and related market uncertainty; home foreclosures and reductions in home values; fluctuating interest rates and credit availability; fluctuating fuel and other energy costs; fluctuating commodity prices; and general uncertainty regarding the overall future political and economic environment. We have experienced many of these factors due to the COVID-19 pandemic and related responses and have, at times, seen negative impacts on client demand as a result. Furthermore, any increases in consumer discretionary spending during times of crisis may be temporary, such as those related to government stimulus programs. Consumer spending in the United States may decrease if the federal government does pass additional comprehensive stimulus programs. Economic conditions in certain regions may also be affected by natural disasters, such as hurricanes, tropical storms, earthquakes, and wildfires; other public health crises; and other major unforeseen events. Consumer purchases of discretionary items, including the merchandise that we offer, generally decline during recessionary periods or periods of economic uncertainty, when disposable income is reduced or when there is a reduction in consumer confidence.

Adverse economic changes could reduce consumer confidence, and could thereby negatively affect our ~~Business~~

operating results. In challenging and uncertain economic environments, we cannot predict when macroeconomic uncertainty may arise, whether or when such circumstances may improve or worsen or what impact such circumstances could have on our business.

We have a short operating history in an evolving industry and, as a result, our past results may not be indicative of future operating performance.

We have a short operating history in a rapidly evolving industry that may not develop in a manner favorable to our business. Our relatively short operating history makes it difficult to assess our future performance. You should consider our business and prospects in light of the risks and difficulties we may encounter.

Our future success will depend in large part upon our ability to, among other things:

•cost-effectively acquire new clients and engage with existing clients;

•overcome the impacts of the COVID-19 pandemic;

•increase our market share;

•increase consumer awareness of our ~~brand;~~

brand and maintain our reputation;

•anticipate and respond to macroeconomic changes;

•successfully expand our offering and geographic reach;

•anticipate and respond to changing style trends and consumer preferences;

•manage our inventory effectively;

•compete effectively;

~~successfully expand our offering and geographic reach;~~

~~compete effectively;~~

~~anticipate and respond to macroeconomic changes;~~

~~effectively manage our growth;~~

~~continue to enhance our personalization capabilities;~~

~~hire, integrate and retain talented people at all levels of our organization;~~

•avoid interruptions in our business from information technology downtime, cybersecurity breaches, or labor stoppages;

•effectively manage our growth;

•continue to enhance our personalization capabilities;

•hire, integrate, and retain talented people at all levels of our organization;

•maintain the quality of our technology infrastructure;

•develop new features to enhance the client experience; and

•retain our existing merchandise vendors and attract new vendors.

If we fail to address the risks and difficulties that we face, including those associated with the challenges listed above as well as those described elsewhere in this “Risk Factors” section, our business and our operating results will be adversely affected.

If we fail to effectively manage our growth, our business, financial condition, and operating results could be harmed.

To effectively manage our growth, we must continue to implement our operational plans and strategies, improve and expand our infrastructure of people and information systems, and expand, train, and manage our employee base. ~~Since our~~From inception to date, we have rapidly and significantly increased our employee headcount to support the growth of our business. We ~~expect to add~~added a significant number of employees during ~~2018. We~~fiscal years 2019 and 2020 and may do so again in the future. Since our initial public offering in 2017, we have expanded across all areas of our business. To support continued growth, we must effectively integrate, develop, and motivate a large number of new employees while maintaining our corporate ~~culture. We face significant competition for personnel, particularly~~culture, which is made more challenging in the ~~San Francisco Bay Area where our headquarters are located. To attract top talent, we have had to offer,~~face of shelter-in-place orders and believe we will need to continue to offer, competitive compensation and benefits packages before we can validate the productivity of those employees. We may also need to increase our employee compensation levelsother restrictions issued by governments in response to ~~competition.~~the COVID-19 pandemic. The risks associated with a rapidly growing workforce will be particularly acute as we expand internationally, as we are less familiar with the labor markets outside of the United States, and if we choose to expand into new merchandise ~~categories and internationally.~~

Additionally, we may not be able to hire new employees quickly enough to meet our needs. If we fail to effectively manage our hiring needs or successfully integrate new hires, our efficiency, ability to meet forecasts and our employee morale, productivity and retention could suffer, which may have an adverse effect on our business, financial condition and operating results.

categories.

We are also required to manage numerous relationships with various vendors and other third parties. Further growth of our operations, vendor base, fulfillment centers, information technology systems, or internal controls and procedures may not be adequate to support our operations. For example, in May 2019, we launched our service in the UK, which involves working with international vendors, establishing offices and fulfillment centers in the UK, and complying with UK and European Union (“EU”) laws and regulations. Our launch of Stitch Fix Kids in July 2018 also required us to increase our vendor base, expand our fulfillment center operations, and evaluate compliance with additional regulatory requirements, among other things. If we are unable to manage the growth of our organization effectively, our business, financial condition, and operating results may be adversely affected.

Our continued growth depends on attracting new clients.

Our success depends on our ability to attract new clients in a cost-effective manner. To expand our client base, we must appeal to and acquire clients who have historically used other means to purchase apparel, shoes, and accessories, such as traditional brick-and-mortar apparel retailers or the websites of our competitors. We also face competition for clients from other retailers who offer or plan to offer similar services as ours. We reach new clients through paid marketing, referral programs, organic word of mouth, and other methods of discovery, such as mentions in the press or internet search engine results. Starting in calendar ~~year~~ 2017, we began to increase our paid marketing expenses by investing more in digital marketing and launching our first television advertising campaigns. WeAlthough we have reduced our marketing spend at times, including during the third fiscal quarter of 2020 in light of the operational constraints we experienced due to the effects of the COVID-19 pandemic, we expect to increase our spending on ~~these~~digital, television, and other paid marketing channels in the future and cannot be certain that these efforts will yield more clients, continue to achieve meaningful payback on our investments, or be ~~cost-effective.~~as cost effective. For example, we expect to increase marketing spend during the remainder of our fiscal year 2021 in an effort to take market share as we seek to capitalize on the apparel industry dislocation caused by the COVID-19 pandemic. Although we expect to increase marketing spend over time, our marketing activity and spend may vary from period to period, which may result in faster or slower rates of active client growth in any given period. Moreover, new clients may not purchase from us as frequently or spend as much with us as existing clients, and the revenue generated from new clients may not be as high as the revenue generated from our existing clients. For example, net revenue per active client dropped to $467 as of October 31, 2020 compared to $485 as of November 2, 2019. These factors may harm our growth prospects and our business could be adversely affected.

We may be unable to maintain a high level of engagement with our clients and increase their spending with us, which could harm our business, financial condition, or operating results.

A high proportion of our revenue comes from repeat purchases by existing clients, especially those existing clients who are highly engaged and purchase a significant amount of merchandise from us. The large majority of our clients choose to receive Fixes on a recurring basis, which we call “auto-ship.” In the third quarter of fiscal 2020, we saw a temporary increase in the rate

of auto-ship cancellations. If the COVID-19 pandemic and related economic impact continue or get worse, auto-ship cancellations may increase again, negatively impacting our business.

If existing clients no longer find our service and merchandise appealing or appropriately priced, they may make fewer purchases and may stop using our service. Even if our existing clients continue to find our service and merchandise appealing, they may decide to receive fewer Fixes and purchase less merchandise over time as their demand for new apparel declines. For example, as a result of changes to daily life due to the COVID-19 pandemic, including increased rates of working remotely from home, many clients’ demand for new apparel may be reduced or eliminated. In addition, as we expand our assortment to include more products with lower price points, the amount clients spend with us may decrease. If clients who receive Fixes most frequently and purchase a significant amount of merchandise from us were to make fewer or lower priced purchases or stop using our service, our financial results could be negatively affected. In addition, we seek to attract high-quality clients who will remain clients for the long term, but our efforts may not be successful or produce the results we anticipate. A decrease in the number of clients, a decrease in client spending on the merchandise we offer, or our inability to attract high-quality clients could negatively affect our operating results. Further, we believe that our future success will depend in part on our ability to increase sales to our existing clients over time and, if we are unable to do so, our business may suffer.

We expect to increase our paid marketing to help grow our business, but these efforts may not be successful or ~~cost-effective.~~

cost effective.

Promoting awareness of our service is important to our ability to grow our business, drive client engagement, and to attract new clients. We believe that much of the growth in our client base during our first five years ~~was~~ originated from referrals, organic word of mouth, and other methods of discovery, as our marketing efforts and expenditures were relatively limited. ~~More recently,~~In recent years, we increased our paid marketing initiatives and intend to continue to do so. For example, we expect to increase marketing spend during the remainder of our fiscal year 2021 in an effort to take market share as we seek to capitalize on the apparel industry dislocation caused by the COVID-19 pandemic. Our marketing efforts currently include client referrals, affiliate programs, partnerships, display advertising, television, print, radio, video, content, direct mail, social media, email, mobile “push” communications, search engine optimization, and keyword search campaigns. In February 2019, we launched our first integrated brand marketing campaign. We have limited or no experience marketing our services using some of these ~~methods.~~ methods and our efforts may be unsuccessful. External factors beyond our control, including general economic conditions and decreased discretionary consumer spending, may also impact the success of our marketing initiatives or how much we decide to spend on marketing in a given period. For example, in response to the COVID-19 pandemic, we reduced our marketing expenditures in the third quarter of our fiscal year 2020. This led to fewer new clients being acquired in the third quarter, which we anticipate may impact demand for several subsequent quarters.

Our marketing initiatives may become increasingly expensive and generating a meaningful return on those initiatives may be ~~difficult.~~difficult, such as the increased costs we have seen in certain digital marketing channels. We may also adjust our marketing activity from period to period as we launch new initiatives or offerings, such as direct buy, run tests, or make decisions on marketing investments in response to anticipated rates of return, such as when we identify favorable cost per acquisition trends. For example, although we historically reduced our advertising during the holiday season, when many other retailers compete for marketing opportunities, we plan more robust advertising during our second fiscal quarter of 2021 because we believe our direct-buy offering can play a better role with clients’ intent-based shopping during the holiday season. Even if we successfully increase revenue as a result of our paid marketing efforts, it may not offset the additional marketing expenses we incur.

We currently obtain a significant number of visits to our websites via organic search engine results. Search engines frequently change the algorithms that determine the ranking and display of results of a user’s search, which could reduce the number of organic visits to our websites, in turn reducing new client acquisition and adversely affecting our operating results.

Social networks are important as a source of new clients and as a means by which to connect with current clients, and ~~such~~their importance may be increasing. We may be unable to effectively maintain a presence within these networks, which could lead to lower than anticipated brand affinity and awareness, and in turn could adversely affect our operating results.

With respect to our email marketing efforts, if we are unable to successfully deliver emails to our clients or if clients do not engage with our emails, whether out of choice, because those emails are marked as low priority or spam, or for other reasons, our business could be adversely affected.

If our marketing efforts are not successful in promoting awareness of our services, driving client engagement or attracting new clients, or if we are not able to cost-effectively manage our marketing expenses, our operating results will be adversely affected.

~~We may be unable to maintain a high level of engagement with our clients and increase their spending with us, which could harm our business, financial condition or operating results.~~

A high proportion of our revenue comes from repeat purchases by existing clients, especially those existing clients who are highly engaged and purchase a significant amount of merchandise from us. If existing clients no longer find our service and merchandise appealing, they may make fewer purchases and may stop using our service. Even if our existing clients find our service and merchandise appealing, they may decide to receive fewer Fixes and purchase less merchandise over time as their demand for new apparel declines. Additionally, if clients who receive Fixes most frequently and purchase a significant amount of merchandise from us were to make fewer purchases or stop using our service, then the aggregate amount clients spend with us would decline or grow more slowly. A decrease in the number of our clients or a decrease in their spending on the merchandise we offer could negatively impact our operating results. Further, we believe that our future success will depend in part on our ability to increase sales to our existing clients over time and, if we are unable to do so, our business may suffer.

~~We must successfully gauge apparel trends and changing consumer preferences.~~

Our success is, in large part, dependent upon our ability to identify apparel trends, predict and gauge the tastes of our clients and provide merchandise that satisfies client demand in a timely manner. However, lead times for many of our purchasing decisions may make it difficult for us to respond rapidly to new or changing apparel trends or client acceptance of merchandise chosen by our merchandising buyers. We generally enter into purchase contracts significantly in advance of anticipated sales and frequently before apparel trends are confirmed by client purchases. In the past, we have not always predicted our clients’ preferences and acceptance levels of our merchandise with accuracy. Further, we use our data science to predict our clients’ preferences and gauge demand for our merchandise, and there is no guarantee that our data science and algorithms will accurately anticipate client demand and tastes. To the extent we misjudge the market for the merchandise we offer or fail to execute on trends and deliver attractive merchandise to clients, our sales will decline and our operating results will be adversely affected.

~~If we are unable to manage our inventory effectively, our operating results could be adversely affected.~~

To ensure timely delivery of merchandise, we generally enter into purchase contracts well in advance of a particular season and frequently before apparel trends are confirmed by client purchases. As a result, we are vulnerable to demand and pricing shifts and to suboptimal selection and timing of merchandise purchases. In the past, we have not always predicted our clients’ preferences and acceptance levels of our trend items with accuracy, which has resulted in significant inventory write offs and lower gross margins. We rely on our merchandising team to order styles and products that our clients will purchase and we rely on our data science to inform the levels of inventory we purchase, including when to reorder items that are selling well and when to write off items that are not selling well. If our merchandise team does not predict client demand and tastes well or if our algorithms do not help us reorder the right products or write off the right products timely, we may not effectively manage our inventory and our operating results could be adversely affected.

~~Our inability to develop and introduce new merchandise offerings in a timely and cost-effective manner may damage our business, financial condition and operating results.~~

The largest portion of our revenue today comes from the sale of Women’s apparel. From 2015 to 2017, we expanded our merchandise offering into categories including Petite, Maternity, Men’s and Plus, began offering different product types including shoes and accessories and expanded the number of brands we offer. In 2018, we also launched our Premium Brand and Extras offerings. We continue to explore additional offerings to serve our existing clients and to attract new clients. However, any new offerings may not have the same success, or gain traction as quickly, as our current offerings. If the merchandise we offer is not accepted by our clients or does not attract new clients, our sales may fall short of expectations, our brand and reputation could be adversely affected and we may incur expenses that are not offset by sales. If the launch of a new category requires investments greater than we expect, our operating results could be adversely affected. Also, our business may be adversely affected if we are unable to attract brands and other merchandise vendors that produce sufficient high quality, appropriately priced and on-trend merchandise. Our current merchandise offerings have a range of margin profiles and we believe new offerings will also have a broad range of margin profiles that will affect our operating results.

For example, to date, our Exclusive Brands have generally contributed higher margins and shoes, Men’s and Plus have generally contributed lower margins. Additionally, as we enter into new categories, we may not have as high of purchasing power as we do in our current offerings, which could increase our costs of goods sold and further reduce our margins. Expansion of our merchandise offerings may also strain our management and operational resources, specifically the need to hire and manage additional merchandise buyers to source new merchandise and to allocate new categories across our distribution network. We may also face greater competition in specific categories from companies that are more focused on these new areas. If any of these were to occur, it could damage our reputation, limit our growth and have an adverse effect on our operating results.

~~Our industry is highly competitive and if we do not compete effectively our operating results could be adversely affected.~~

The retail apparel industry is highly competitive. We compete with department stores, specialty retailers, discount chains, independent retail stores, the online offerings of these traditional retail competitors and eCommerce companies that market the same or similar merchandise and services that we offer. We believe our ability to compete depends on many factors within and beyond our control, including:

~~attracting new clients and engaging with existing clients;~~

~~our direct relationships with our clients and their willingness to share personal information with us;~~

~~further developing our data science capabilities;~~

~~maintaining favorable brand recognition and effectively marketing our services to clients;~~

~~delivering merchandise that each client perceives as personalized to him or her;~~

~~the amount, diversity and quality of brands and merchandise that we or our competitors offer;~~

~~our ability to expand and maintain appealing Exclusive Brands and exclusive to Stitch Fix merchandise;~~

~~the price at which we are able to offer our merchandise;~~

~~the speed and cost at which we can deliver merchandise to our clients and the ease with which they can use our services to return merchandise; and~~

~~anticipating and quickly responding to changing apparel trends and consumer shopping preferences.~~

Many of our current competitors have, and potential competitors may have, longer operating histories, larger fulfillment infrastructures, greater technical capabilities, faster shipping times, lower-cost shipping, larger databases, greater financial, marketing, institutional and other resources and larger customer bases than we do. These factors may allow our competitors to derive greater revenue and profits from their existing customer bases, acquire customers at lower costs or respond more quickly than we can to new or emerging technologies and changes in apparel trends and consumer shopping behavior. These competitors may engage in more extensive research and development efforts, enter or expand their presence in the personalized retail market, undertake more far-reaching marketing campaigns, and adopt more aggressive pricing policies, which may allow them to build larger customer bases or generate revenue from their existing customer bases more effectively than we do. If we fail to execute on any of the above better than our competitors, our operating results may be adversely affected.

~~Our business depends on a strong brand and we may not be able to maintain our brand and reputation.~~

We believe that maintaining the Stitch Fix brand and reputation is critical to driving client engagement and attracting clients and merchandise vendors. Building our brand will depend largely on our ability to continue to provide our clients with valued personal styling services and high-quality merchandise, which we may not do successfully. Client complaints or negative publicity about our styling services, merchandise, delivery times or client support, especially on social media platforms, could harm our reputation and diminish client use of our services, the trust that our clients place in Stitch Fix and vendor confidence in us.

Our brand depends in part on effective client support, which requires significant personnel expense. Failure to manage or train our client support representatives properly or inability to handle client complaints effectively could negatively affect our brand, reputation and operating results.

~~If we fail to cost-effectively promote and maintain the Stitch Fix brand, our business, financial condition and operating results may be adversely affected.~~

We may not be able to sustain our revenue growth rate and we may not be profitable in the future.*

~~Our recent revenue growth and past profitability should not be considered indicative of our future performance. Our rate of revenue growth has slowed in recent periods.~~ ~~Specifically, our revenue increased by 24.4% and 24.8% for the three and six months ended January 27, 2018 compared to the three and six months ended January 28, 2017 which~~ ~~was significantly lower than our 35.3% and 42.8% revenue growth~~ ~~for the three and six months ended~~ January 28, 2017 compared to the three and six months ended January 30, 2016. As we grow our business, we expect our revenue growth rates may continue to slow in future periods due to a number of reasons, which may include slowing demand for our merchandise and service, increasing competition, a decrease in the growth rate of our overall market, and our failure to capitalize on growth opportunities, as well as the maturation of our business.

Moreover, our expenses have increased in recent periods, and we expect expenses to increase substantially in the near term, particularly as we make significant investments in our marketing initiatives, expand our operations and infrastructure, develop and introduce new merchandise offerings and hire additional personnel. We may not always pursue short-term profits but are often focused on long-term growth, which may adversely impact our financial results. In addition, in connection with operating as a public company, we are incurring additional significant legal, accounting and other expenses that we did not incur as a private company. If our revenue does not increase to offset increases in our operating expenses, we may not be profitable in future periods.

~~We rely on consumer discretionary spending and may be adversely affected by economic downturns and other macroeconomic conditions or trends.~~

Adverse economic changes could reduce consumer confidence, and thereby could negatively affect our operating results. In challenging and uncertain economic environments, we cannot predict when macroeconomic uncertainty may arise, whether or when such circumstances may improve or worsen or what impact such circumstances could have on our business.

~~If we fail to attract and retain key personnel, or effectively manage succession, our business, financial condition and operating results could be adversely affected.~~

Our success, including our ability to anticipate and effectively respond to changing style trends and deliver a personalized styling experience, depends in part on our ability to attract and retain key personnel on our executive team and in our merchandising, algorithms, engineering, marketing, styling and other organizations. Competition for key personnel is strong, especially in the San Francisco Bay Area where our headquarters are located, and we cannot be sure that we will be able to attract and retain a sufficient number of qualified personnel in the future, or that the compensation costs of doing so will not adversely affect our operating results. We do not have long-term employment or non-competition agreements with any of our personnel. Senior employees have left Stitch Fix in the past and others may in the future, which we cannot necessarily anticipate and may not be able to promptly replace. If we are unable to retain, attract and motivate talented employees with the appropriate skills at cost-effective compensation levels, or if changes to our business adversely affect morale or retention, we may not achieve our objectives and our business and operating results could be adversely affected. In addition, the loss of one or more of our key personnel or the inability to promptly identify a suitable successor to a key role could have an adverse effect on our business. In particular, our Founder and Chief Executive Officer has unique and valuable experience leading our company from its inception through today. If she were to depart or otherwise reduce her focus on Stitch Fix, our business may be disrupted. We do not currently maintain key-person life insurance policies on any member of our senior management team and other key employees.

~~If we fail to effectively manage our stylists, our business, financial condition and operating results could be adversely affected.~~

More than 3,500 of our employees are stylists, who work remotely and on a part-time basis for us and are paid hourly. They track and report the time they spend working for us. These employees are classified as nonexempt under federal and state law. If we fail to effectively manage our stylists, including by ensuring accurate tracking and reporting of their hours worked and proper processing of their hourly wages, then we may face claims alleging violations of wage and hour employment laws, including, without limitation, claims of back wages, unpaid overtime pay and missed meal and rest periods. Any such employee litigation could be attempted on a

class or representative basis. Such litigation can be expensive and time-consuming regardless of whether the claims against us are valid or whether we are ultimately determined to be liable, and could divert management’s attention from our business. We could also be adversely affected by negative publicity, litigation costs resulting from the defense of these claims and the diversion of time and resources from our operations.

Compromises of our data security could cause us to incur unexpected expenses and may materially harm our reputation and operating results.

In the ordinary course of our business, we and our vendors collect, process, and store certain personal information and other data relating to individuals, such as our clients and employees, including client payment card information. We rely substantially on commercially available systems, software, tools, and monitoring to provide security for our processing, transmission, and storage of personal information and other confidential information. There can be no assurance, however, that we or our vendors will not suffer a data compromise, that hackers or other unauthorized parties will not gain access to personal information or other data, including payment card data or confidential business information, or that any such data compromise or unauthorized access will be discovered in a timely fashion. The techniques used to obtain unauthorized access or to sabotage systems change frequently and generally are not identified until they are launched against a target, and we and our vendors may be unable to anticipate these techniques or to implement adequate preventative measures. As we have significantly increased the number of employees and contractors working remotely due to the COVID-19 pandemic, and as our vendors and other business partners move to remote work as well, we and our partners may be more vulnerable to cyber attacks. In addition, our employees, contractors, vendors, or other third parties with whom we do business may attempt to circumvent security measures in order to misappropriate such personal information, confidential information, or other data, or may inadvertently release or compromise such data.

Compromise of our data security or of third parties with whom we do business, failure to prevent or mitigate the loss of personal or business information, and delays in detecting or providing prompt notice of any such compromise or loss could disrupt our operations, damage our reputation, and subject us to litigation, government action, or other additional costs and liabilities that could adversely affect our business, financial condition, and operating results.

Our ~~use~~industry is highly competitive and if we do not compete effectively our operating results could be adversely affected.

The retail apparel industry is highly competitive. We compete with eCommerce companies that market the same or similar merchandise and services that we offer; local, national, and global department stores; specialty retailers; discount chains; independent retail stores; and the online offerings of these traditional retail competitors. Additionally, we experience competition for consumer discretionary spending from other product and experiential categories. We believe our ability to compete depends on many factors within and beyond our control, including:

•effectively differentiating our service and value proposition from those of our competitors;

•attracting new clients and engaging with existing clients;

•our direct relationships with our clients and their willingness to share personal information with us;

•further developing our data science capabilities;

•maintaining favorable brand recognition and ~~other data subjects us~~effectively marketing our services to ~~privacy laws~~clients;

•delivering merchandise that each client perceives as personalized to him or her;

•the amount, diversity, and ~~obligations,~~quality of brands and merchandise that we or our ~~failure~~competitors offer;

•our ability to ~~comply with such obligations could harm our business.~~

~~We collect~~expand and maintain ~~significant amounts of personal information~~appealing Exclusive Brands and ~~other data relating~~exclusive-to-Stitch Fix merchandise;

•the price at which we are able to offer our merchandise;

•the speed and cost at which we can deliver merchandise to our clients and ~~employees. Numerous laws, rules~~the ease with which they can use our services to return merchandise; and ~~regulations~~

•anticipating and quickly responding to changing apparel trends and consumer shopping preferences.

Many of our current competitors have, and potential competitors may have, longer operating histories; larger fulfillment infrastructures; greater technical capabilities; faster shipping times; lower-cost shipping; larger databases; more purchasing power; higher profiles; greater financial, marketing, institutional, and other resources; and larger customer bases than we do. Mergers and acquisitions by these companies may lead to even larger competitors with more resources. These factors may allow our competitors to derive greater revenue and profits from their existing customer bases; acquire customers at lower costs; or respond more quickly than we can to new or emerging technologies, changes in apparel trends and consumer shopping behavior, and changes in supply conditions. These competitors may engage in more extensive research and development efforts, enter or expand their presence in the ~~United States~~personalized retail market, undertake more far-reaching marketing campaigns, and ~~internationally govern privacy and~~adopt more aggressive pricing policies, which may allow them to build larger customer bases or generate revenue from their existing customer bases more effectively than we do. If we fail to execute on any of the ~~collection, use and protection of personal information, the scope of which is continually changing. These laws, rules and regulations evolve frequently and~~above better than our competitors, our operating results may be inconsistent from one jurisdiction to another or may be interpreted to conflict with our practices. Any failure or perceived failure by us or any third parties with which we do business to comply with these laws, rules and regulations, or with other obligations to which we may be or may become subject, may result in actions against us by governmental entities, private claims and litigations, fines, penalties or other liabilities. Any such action would be expensive to defend, would damage our reputation and adversely ~~affect our business and operating results.~~

~~System interruptions that impair client access to our website or other performance failures in our technology infrastructure could damage our business.~~

The satisfactory performance, reliability and availability of our website, mobile application, internal applications and technology infrastructure are critical to our business. We rely on our website and mobile application to engage with our clients and sell them merchandise. We also rely on a host of internal custom-built applications to run critical business functions, such as styling, merchandise purchasing, warehouse operations and order fulfillment. In addition, we rely on a variety of third party, cloud-based solution vendors for key elements of our technology infrastructure. These systems are vulnerable to damage or interruption and we have experienced interruptions in the past. For example, in February 2017, as a result of an outage with Amazon Web Services, where much of our technology infrastructure is hosted, we experienced disruptions in applications that support our warehouse operations and order fulfillment that caused a temporary slowdown in the number of Fix shipments we were able to make. Interruptions may be caused by a variety of incidents, including human error, our failures to update or improve our proprietary systems, cyber-attacks, fire, flood, power loss or telecommunications failures. Any failure or interruption of our website, mobile application, internal business applications or our technology infrastructure could harm our ability to serve our clients, which would adversely affect our business and operating results.

affected.

Material weaknesses in our internal control over financial reporting may cause us to fail to timely and accurately report our financial results or result in a material misstatement of our financial statements.

In connection with the audit of our 2017 consolidated financial statements, we identified control deficiencies in the design and operation of our internal control over financial reporting that constituted a material weakness. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our financial statements will not be prevented or detected on a timely basis.

The material weakness identified in our internal control over financial reporting in 2017 primarily related to our accounting and proprietary systems used in our financial reporting process not having the proper level of controls. Specifically, our systems lacked controls over access, program change management and computer operations that are needed to ensure access to financial data is adequately restricted to appropriate personnel. As a result of this material weakness, we have initiated and will continue to implement remediation measures including, but not limited to, engaging external consultants to conduct a review of processes that involve financial data within our accounting and proprietary systems. This review, which is ongoing, includes the identification of potential risks, documentation of processes and recommendations for improvements.

We are still in the process of completing the remediation of the 2017 material weakness related to our accounting and proprietary systems. However, we cannot assure you that the steps we are taking will be sufficient to remediate our material weakness or prevent future material weaknesses or significant deficiencies from occurring.

If we identify future material weaknesses in our internal controls over financial reporting or fail to meet the demands that will be placed upon us as a public company, including the requirements of the Sarbanes-Oxley Act, we may be unable to accurately report our financial results or report them within the timeframes required by law or stock exchange regulations. Failure to comply with Section 404 of the Sarbanes-Oxley Act could also potentially subject us to sanctions or investigations by the SEC or other regulatory authorities. If additional material weaknesses exist or are discovered in the future, and we are unable to ~~remediate any such material weakness,~~develop and introduce new merchandise offerings or expand into new markets in a timely and cost-effective manner, our ~~reputation,~~business, financial condition, and operating results could ~~suffer.~~

be negatively impacted.

The largest portion of our revenue today comes from the sale of Women’s apparel. From 2015 to 2018, we expanded our merchandise offering into categories including Petite, Maternity, Men’s, Plus, Premium Brands, and Kids; began offering different product types including, accessories, and Extras; and expanded the number of brands we offer. In May 2019, we launched our service in the UK market. In June 2019, we introduced a direct-buy functionality with Buy It Again allowing clients in the United States to buy previously purchased items in new colors, prints, and sizes, and in February 2020, we expanded Complete Your Looks, which allows clients to discover and shop personalized outfits with new items that complement their prior purchases, to all U.S. Women’s and Men’s clients. In addition, in early June 2020, we introduced Trending For You, which allows Men’s and Women’s clients to shop personalized looks based on their style profiles. We continue to explore additional offerings to serve our existing clients, attract new clients, and expand our geographic scope.

New offerings may not have the same success, or gain traction as quickly, as our current offerings. If the merchandise we offer is not accepted by our clients or does not attract new clients, or if we are not able to attract clients in new markets such as the UK, our sales may fall short of expectations, our brand and reputation could be adversely affected, and we may incur expenses that are not offset by sales. If the launch of a new category or offering or in a new geography requires investments greater than we expect, our operating results could be negatively impacted. Also, our business may be adversely affected if we are unable to attract brands and other merchandise vendors that produce sufficient high-quality, appropriately priced, and on-trend merchandise. For example, vendors in the UK may not be familiar with our company or brand, which may make it difficult for us to obtain the merchandise we seek or be able to purchase products at an appropriate price.

Our current merchandise offerings have a range of margin profiles and we believe new offerings will also have a broad range of margin profiles that will affect our operating results. New businesses generally contribute lower margins and imported merchandise may be subject to tariffs or duties that lower margins. Additionally, as we enter into new categories and markets, we may not have as high purchasing power as we do in our current offerings, which could increase our costs of goods sold and further reduce our margins. Expansion of our merchandise offerings and geographic scope may also strain our management and operational resources, specifically the need to hire and manage additional merchandise buyers to source new merchandise and to allocate new categories across our distribution network. We may also face greater competition in specific categories or regions from companies that are more focused on these areas. For example, now that we have launched in the UK, we compete with existing businesses that have been providing similar services in the region and may be more familiar with trends and customer preferences in that market. Also, our entry into the Kids category means we now compete with a number of additional companies that have been in the Kids category for a longer period of time and may have more experience in children’s clothing. If any of the above were to occur, it could damage our reputation, limit our growth, and have an adverse effect on our operating results.

Expansion of our operations internationally ~~will require~~requires management attention and resources, involves additional risks, and may be unsuccessful.

~~We have~~

In May 2019, we launched our service in the UK market, and we may choose to expand to other international markets in the future. Prior to launching in the UK, we had no experience ~~with~~ operating internationally or selling our merchandise outside of the United States, and if we ~~choose~~continue to expand internationally, we ~~would~~will need to adapt to different local cultures, standards, laws, and policies. The business model we employ ~~and the merchandise we currently offer~~ may not appeal as strongly to consumers ~~outside of the United States.~~in international markets. Furthermore, to succeed with clients in international locations, ~~it likely~~such as the UK, we will ~~be necessary~~need to locate fulfillment centers in foreign markets and hire local employees, ~~in those international centers,~~ and we ~~may~~will have to invest in these facilities and employees before proving we can successfully run foreign operations. We may not be successful in expanding into additional international markets or in generating revenue from foreign operations for a variety of reasons, including:

~~localization of~~•the need to localize our merchandise offerings, including translation into foreign languages and adaptation for local practices;

•different consumer demand dynamics, which may make our model and the merchandise we offer less successful compared to the United States;

•competition from local incumbents that understand the local market and may operate more effectively;

•regulatory requirements, taxes, trade laws, trade sanctions and economic embargoes, tariffs, export quotas, custom duties, or other trade restrictions, or any unexpected changes ~~thereto;~~

thereto such as Brexit (as defined below);

•laws and regulations regarding anti-bribery and anti-corruption compliance;

•differing labor regulations where labor laws may be more advantageous to employees as compared to the United States and result in increased labor costs;

•more stringent regulations relating to privacy and data security and access to, or use of, commercial and personal information, particularly in ~~Europe;~~

Europe and the United States;

•differing payment requirements and customer behavior relating to payments and fraud;

•changes in a specific country’s or region’s political, or economic, and public health conditions; and

•risks resulting from changes in currency exchange rates.

For example, clients in the UK are accustomed to more return shipping options than are typically offered in the United States, which required us to increase the number of shipping vendors we use in that market, increasing our costs. If we continue to invest substantial time and resources to establish and expand our operations internationally and are unable to do so successfully and in a timely manner, our operating results would suffer.

We may not be able to sustain our revenue growth rate and we may not be profitable in the future.

Our past revenue growth and profitability should not be considered indicative of our future performance. Our net revenue increased in fiscal year 2020 compared to the prior year, and our rate of revenue growth has varied in recent periods. Our revenue increased by 8.5% in fiscal 2020 compared to fiscal 2019, 28.6% in fiscal 2019 compared to fiscal 2018, and 25.5% in fiscal 2018 compared to fiscal 2017. As we grow our business, our revenue growth rates may slow in future periods or decline due to a number of reasons, which may include the short- and long-term impacts of the COVID-19 pandemic, slowing demand for our merchandise and service, increasing competition, a decrease in the growth rate of our overall market, and our failure to capitalize on growth opportunities, as well as the maturation of our business.

Moreover, our expenses have increased in recent periods, and we expect expenses to increase substantially in the near term, particularly as we make significant investments in our marketing initiatives; expand our geographic markets, operations, and infrastructure; develop and introduce new merchandise offerings; and hire additional personnel. We may not always pursue short-term profits but are often focused on long-term growth, which may impact our financial results. In addition, in connection with operating as a public company, we are incurring significant additional legal, accounting, and other expenses that we did not incur as a private company. If our revenue does not increase to offset increases in our operating expenses, we may not be profitable in future periods.

We must successfully gauge apparel trends and changing consumer preferences.

Our success is, in large part, dependent upon our ability to identify apparel trends, predict and gauge the tastes of our clients, and provide a service that satisfies client demand in a timely manner. However, lead times for many of our purchasing decisions may make it difficult for us to respond rapidly to new or changing apparel trends or client acceptance of merchandise chosen by our merchandising buyers. In addition, external events may disrupt or change client preferences and behaviors in ways we are not able to anticipate. For example, the COVID-19 pandemic has resulted in significant changes to daily life, working arrangements, and social events, which has impacted the type of apparel our clients seek to purchase. We generally enter into purchase contracts significantly in advance of anticipated sales and frequently before apparel trends are confirmed by client purchases. In the past, we have not always predicted our clients’ preferences and acceptance levels of our merchandise with accuracy. Further, we use our data science to predict our clients’ preferences and gauge demand for our merchandise, and there is no guarantee that our data science and algorithms will accurately anticipate client demand and tastes. Our entry into the UK also requires us to become familiar with different apparel trends and customer preferences. In addition, consumer shopping behavior may continue to evolve and we may need to adapt our service to such changes, which could be further complicated by any future expansion into additional geographic markets. To the extent we misjudge the market for the service we offer or fail to execute on trends and deliver attractive merchandise to clients, our sales will decline and our operating results will be adversely affected.

If we are unable to manage our inventory effectively, our operating results could be adversely affected.

To ensure timely delivery of merchandise, we generally enter into purchase contracts well in advance of a particular season and often before apparel trends are confirmed by client purchases. As a result, we are vulnerable to demand and pricing shifts and to suboptimal selection and timing of merchandise purchases. For example, in response to the initial consumer reaction to COVID-19, we cancelled many inventory orders to be prepared for what we expected would be lower client demand. Consequently, when client demand increased, we were not as well optimized with our inventory as we would have liked to meet the demand. We have also sought to rapidly shift elements of our inventory away from office attire and towards athleisure to accommodate consumer demand changes caused by the COVID-19 pandemic. In the past, we have not always predicted our clients’ preferences and acceptance levels of our trend items with accuracy, which has resulted in significant inventory write offs and lower gross margins. Furthermore, we do not use the same liquidation methods as traditional retailers, such as markdowns. We rely on our merchandising team to order styles and products that our clients will purchase and we rely on our data science to inform the levels of inventory we purchase, including when to reorder items that are selling well and when to write off items that are not selling well. If our merchandise team does not predict client demand and tastes well or if our algorithms do not help us reorder the right products or write off the right products timely, we may not effectively manage our inventory and our operating results could be adversely affected.

Our business depends on a strong brand and we may not be able to maintain our brand and reputation.

We believe that maintaining the Stitch Fix brand and reputation is critical to driving client engagement and attracting clients and merchandise vendors. Building our brand will depend largely on our ability to continue to provide our clients with an engaging and personalized client experience, including valued personal styling services, high-quality merchandise, and appropriate price points, which we may not do successfully. Client complaints or negative publicity about our styling services, merchandise, delivery times, or client support, especially on social media platforms, could harm our reputation and diminish client use of our services, the trust that our clients place in Stitch Fix, and vendor confidence in us.

If we fail to cost-effectively promote and maintain the Stitch Fix brand, our business, financial condition, and operating results may be adversely affected.

If we fail to attract and retain key personnel, effectively manage succession, or hire, develop, and motivate our employees, our business, financial condition, and operating results could be adversely affected.

We do not have long-term employment or non-competition agreements with any of our personnel. Senior employees have left Stitch Fix in the past and others may in the future, which we cannot necessarily anticipate and whom we may not be able to promptly replace. For example, after our Chief Financial Officer left in December 2019, we conducted a search for a candidate to replace him that did not conclude until we announced the hiring of Dan Jedda as our Chief Financial Officer in December 2020. Additionally, in November 2020, our President, Chief Operating Officer and Interim Chief Financial Officer, Mike Smith, announced his intention to resign from the Company. The loss of one or more of our key personnel or the inability to promptly identify a suitable successor to a key role could have an adverse effect on our business. In particular, Katrina Lake, our Founder and Chief Executive Officer has unique and valuable experience leading our company from its inception through today. If she were to depart or otherwise reduce her focus on Stitch Fix, our business may be disrupted. We do not currently maintain key-person life insurance policies on any member of our senior management team or other key employees.

We also face significant competition for personnel, particularly in the San Francisco Bay Area where our headquarters are located. To attract top talent, we have had to offer, and believe we will need to continue to offer, competitive compensation and benefits packages before we can validate the productivity of those employees. We may also need to increase our employee compensation levels in response to competition. We cannot be sure that we will be able to attract, retain, and motivate a sufficient number of qualified personnel in the future, or that the compensation costs of doing so will not adversely affect our operating results. Additionally, we may not be able to hire new employees quickly enough to meet our needs. If we fail to effectively manage our hiring needs or successfully integrate new hires, our efficiency, ability to meet forecasts, and employee morale, productivity, and retention could suffer, which may have an adverse effect on our business, financial condition, and operating results.

If we fail to effectively manage our stylists, our business, financial condition and operating results could be adversely affected.

Approximately 5,600 of our employees are stylists, most of whom work remotely and on a part-time basis for us and are paid hourly. They track and report the time they spend working for us. These employees are classified as nonexempt under federal and state law. If we fail to effectively manage our stylists, including by ensuring accurate tracking and reporting of their hours worked and proper processing of their hourly wages, then we may face claims alleging violations of wage and hour employment laws, including, without limitation, claims of back wages, unpaid overtime pay, and missed meal and rest periods. Any such employee litigation could be attempted on a class or representative basis. For example, in August 2020, a representative action under California’s Private Attorneys General Act was filed against us alleging various violations of California’s wage and hour laws relating to our current and former non-exempt stylist employees. While we were able to settle this matter, future litigation concerning our styling employees could be expensive and time-consuming regardless of whether the claims against us are valid or whether we are ultimately determined to be liable, and could divert management’s attention from our business. We could also be adversely affected by negative publicity, litigation costs resulting from the defense of these claims, and the diversion of time and resources from our operations.

We recently eliminated substantially all of our stylist positions in California and hired more stylists in our other regions of the United States to replace these positions. During our fourth fiscal quarter of 2020, as we reduced our number of stylists in California and increased our hiring of stylists in other locations, we experienced challenges managing overall styling capacity as we tried to meet increases in client demand. While we made substantial new styling team hires outside of California during our first fiscal quarter of 2021, if we fail to effectively onboard and train these new stylists or if they don’t perform as we expect, the personalized styling experience we offer to our clients may be impacted and our business may suffer.

Our business, including our costs and supply chain, is subject to risks associated with sourcing, manufacturing, and warehousing.

We currently source nearly all of the merchandise we offer from third-party vendors, many of whom use manufacturers in the same geographic region, and as a result we may be subject to price fluctuations, including from tariffs, or demand disruptions. Our operating results would be negatively impacted by increases in the ~~prices~~cost of our merchandise, and we have no guarantees that ~~prices~~costs will not rise. In addition, as we expand into new categories, ~~and~~ product types, and geographies, we expect that we may not have strong purchasing power in these ~~news~~new areas, which could lead to higher ~~prices~~costs than we have historically seen in our current categories. We may not be able to pass increased ~~prices~~costs on to clients, which could adversely affect our operating results.

The fabrics used by our vendors are made of raw materials including petroleum-based products and cotton. Significant price fluctuations or shortages in petroleum, cotton, or other raw materials could significantly increase our cost of goods sold. Moreover, in the event of a significant disruption in the supply of the fabrics or raw materials used in the manufacture of the merchandise we offer, ~~the~~our vendors ~~that we work with~~ might not be able to locate alternative suppliers of materials of comparable quality at an acceptable price. For example, natural disasters have in the past increased raw material costs, impacting pricing with certain of our vendors, and caused shipping delays for certain of our merchandise. Similarly, the occurrence of a contagious disease or illness could cause delays or increase costs in the manufacture of certain merchandise. For example, the COVID-19 pandemic caused delays in some shipments from our suppliers. In addition, the labor costs to produce our products may fluctuate. Any delays, interruption, damage to, or increased costs in the manufacture of the merchandise we offer could result in higher prices to acquire the merchandise, or non-delivery of merchandise altogether, and could adversely affect our operating results.

In addition, we cannot guarantee that merchandise we receive from vendors will be of sufficient quality or free from damage, or that such merchandise will not be damaged during shipping, while stored in one of our ~~distribution~~fulfillment centers, or when returned by customers. While we take measures to ensure merchandise quality and avoid damage, including evaluating vendor product samples, conducting inventory inspections, and inspecting returned product, we cannot control merchandise while it is out of our possession or prevent all damage while in our ~~distribution~~fulfillment centers. We may incur additional expenses and our reputation could be harmed if clients and potential clients believe that our merchandise is not of high quality or may be damaged.

If we are unable to acquire new merchandise vendors or retain existing merchandise vendors, our operating results may be harmed.

We offer merchandise from hundreds of established and emerging brands. In order to continue to attract and retain quality merchandise brands, we must help merchandise vendors increase their sales and offer ~~merchandise vendors~~them a ~~high quality,~~high-quality, cost-effective fulfillment process.

If we do not continue to acquire new merchandise vendors or retain our existing merchandise vendors on acceptable commercial terms, we may not be able to maintain a broad selection of ~~merchandise,~~products for our clients, and our operating results may suffer.

In addition, our Exclusive Brands are sourced from third-party vendors and contract manufacturers. The loss of one of our Exclusive Brand vendors, or our inability to source any additional vendors needed for our Exclusive Brands, could require us to

source Exclusive Brand merchandise from another vendor or manufacturer, which could cause inventory delays, impact our clients’ experiences, and otherwise harm our operating results.

Any failure by us or our vendors to comply with product safety, labor, or other laws, or our standard vendor terms and conditions, or to provide safe factory conditions for our or their workers, may damage our reputation and brand, and harm our business.

The merchandise we sell to our clients is subject to regulation by the Federal Consumer Product Safety Commission, the Federal Trade Commission, and similar state and international regulatory authorities. As a result, such merchandise could be in the future be subject to recalls and other remedial actions. Product safety, labeling, and licensing concerns may ~~require~~result in us to voluntarily ~~remove~~removing selected merchandise from our inventory. Such recalls or voluntary removal of merchandise can result in, among other things, lost sales, diverted resources, potential harm to our reputation, and increased client service costs and legal expenses, which could have a material adverse effect on our operating results.

Some of the merchandise we sell, including the children’s merchandise sold through Stitch Fix Kids, may expose us to product liability claims and litigation or regulatory action relating to personal injury or environmental or property damage. Although we maintain liability insurance, we cannot be certain that our coverage will be adequate for liabilities actually incurred or that insurance will continue to be available to us on economically reasonable terms or at all. In addition, some of our agreements with our vendors may not indemnify us from product liability for a particular vendor’s merchandise or our vendors may not have sufficient resources or insurance to satisfy their indemnity and defense obligations.

We purchase our merchandise from numerous domestic and international vendors. Our standard vendor terms and conditions require vendors to comply with applicable laws. We have hired independent firms that conduct ~~social~~ audits of the working conditions at the factories producing our Exclusive ~~Brands.~~Brand products. If an audit reveals potential problems, we require that the vendor institute corrective action plans to bring the factory into compliance with our standards, or we may discontinue our relationship with the vendor. ~~Failure~~The loss of an Exclusive Brand vendor due to failure to comply with our standards could cause inventory delays, impact our clients’ experiences, and otherwise harm our operating results. In addition, failure of our vendors to comply with applicable laws and regulations and contractual requirements could lead to litigation against us, resulting in increased legal expenses and costs. ~~In addition,~~Furthermore, the failure of any such vendors to provide safe and humane factory conditions and oversight at their facilities could damage our reputation with clients or result in legal claims against us.

~~Shipping~~Recently, the United States Treasury Department placed sanctions on China’s Xinjiang Production and Construction Corporation (XPCC) for serious human rights abuses against ethnic minorities in China’s Xinjiang Uyghur Autonomous Region (XUAR). The XUAR is ~~a critical part~~the source of large amounts of cotton and textiles for the global apparel supply chain and XPCC controls many of the cotton farms and much of the textile industry in the region. Although we do not knowingly do business with XPCC and we prohibit our apparel vendors from doing business ~~and~~with XPCC, we could be subject to penalties, fines or sanctions if any ~~changes~~of the vendors from which we purchase goods is found to have dealings, directly or indirectly with XPCC or entities it controls. Even if we were not subject to penalties, fines or sanctions, if products we source are linked in any way to XPCC, our ~~shipping arrangements or any interruptions in shipping~~reputation could ~~adversely affect our operating results.~~

be damaged.

We currently rely on two major vendors for our shipping. If we are not able to negotiate acceptable pricing and other terms with these entities or they experience performance problems or other difficulties, it could negatively impact our operating results and our clients’ experience. In addition, our ability to receive inbound inventory efficiently and ship merchandise to clients may be negatively affected by inclement weather, fire, flood, power loss, earthquakes, labor disputes, acts of war or terrorism and similar factors. For example, strikes at major international shipping portsincur significant losses from fraud.

We have in the past ~~impacted~~incurred and may in the future incur losses from various types of fraud, including stolen credit card numbers, claims that a client did not authorize a purchase, merchant fraud, and clients who have closed bank accounts or have insufficient funds in open bank accounts to satisfy payments. Our clients may re-use their login information (i.e., username and password combination) across multiple websites and, therefore, when a third party website experiences a data breach, that information could be exposed to bad actors and be used to fraudulently access our ~~supply of inventory from our vendors.~~clients’ accounts. In addition ~~as a~~to the direct costs of such losses, if the fraud is related to credit card transactions and becomes excessive, it could result ~~of Hurricane Harvey~~ in ~~September 2017, one of~~us paying higher fees or losing the right to accept credit cards for payment. In addition, under current credit card practices, we are typically liable for fraudulent credit card transactions. Our failure to adequately prevent fraudulent transactions could damage our ~~shipping vendors was unable~~reputation, result in litigation or regulatory action, and lead to ~~deliver Fixes to certain affected areas for several weeks, resulting in delivery delays and Fix cancellations. We are also subject to risks of damage or loss during delivery by~~expenses that could substantially impact our shipping vendors. If our merchandise is not delivered in a timely fashion or is damaged or lost during the delivery process, our clients could become dissatisfied and cease using our services, which would adversely affect our business and operating results.

We are subject to payment-related risks.

We accept payments online via credit and debit cards and online payment systems such as PayPal and AfterPay, which subjects us to certain regulations and ~~fraud, and we~~fraud. We may in the future offer new payment options to clients that would be subject to additional regulations and risks. We pay interchange and other fees in connection with credit card payments, which may increase over time and adversely affect our operating results. While we use a third party to process payments, we are subject to payment card association operating rules and certification requirements, including the Payment Card Industry Data Security Standard and rules governing electronic funds transfers. If we fail to comply with applicable rules and regulations, we may be subject to fines or higher transaction fees and may lose our ability to accept online payments or other payment card transactions. If any of these events were to occur, our business, financial condition, and operating results could be adversely affected.

~~We may incur significant losses from fraud.~~

~~We have~~

System interruptions that impair client access to our website or other performance failures in the past incurred and may in the future incur losses from various types of fraud, including stolen credit card numbers, claims that a client did not authorize a purchase, merchant fraud and clients who have closed bank accounts or have insufficient funds in open bank accounts to satisfy payments. In addition to the direct costs of such losses, if the fraud is related to credit card transactions and becomes excessive, it could potentially result in us paying higher fees or losing the right to accept credit cards for payment. In addition, under current credit card practices, we are liable for fraudulent credit card transactions because we do not obtain a cardholder’s signature. Our failure to adequately prevent fraudulent transactionsour technology infrastructure could damage our ~~reputation,~~business.

The satisfactory performance, reliability, and availability of our website, mobile application, internal applications, and technology infrastructure are critical to our business. We rely on our website and mobile application to engage with our clients and sell them merchandise. We also rely on a host of internal custom-built applications to run critical business functions, such as styling, merchandise purchasing, warehouse operations, and order fulfillment. In addition, we rely on a variety of third-party, cloud-based solution vendors for key elements of our technology infrastructure. These systems are vulnerable to damage or interruption and we have experienced interruptions in the past. For example, in February 2017, as a result of an outage with Amazon Web Services, where much of our technology infrastructure is hosted, we experienced disruptions in applications that support our warehouse operations and order fulfillment that caused a temporary slowdown in the number of Fix shipments we were able to make. Interruptions may be caused by a variety of incidents, including human error, our failure to update or improve our proprietary systems, cyber attacks, fire, flood, earthquake, power loss, or telecommunications failures. These risks are exacerbated by our move to a more remote workforce in response to the COVID-19 pandemic. Any failure or interruption of our website, mobile application, internal business applications, or our technology infrastructure could harm our ability to serve our clients, which would adversely affect our business and operating results.

Our use of personal information and other data subjects us to privacy laws and obligations, and our compliance with or failure to comply with such obligations could harm our business.

We collect and maintain significant amounts of personal information and other data relating to our clients and employees. Numerous laws, rules, and regulations in the United States and internationally, including the EU’s General Data Protection Regulation (the “GDPR”) and California’s Consumer Privacy Act (the “CCPA”), govern privacy and the collection, use, and protection of personal information. These laws, rules, and regulations evolve frequently and may be inconsistent from one jurisdiction to another or may be interpreted to conflict with our practices. Any failure or perceived failure by us or any third parties with which we do business to comply with these laws, rules, and regulations, or with other obligations to which we may be or become subject, may result in actions against us by governmental entities, private claims and litigation, fines, penalties, or ~~regulatory~~other liabilities. Any such action would be expensive to defend, damage our reputation, and adversely affect our business and operating results. For example, the GDPR imposes more stringent data protection requirements and provides greater penalties for noncompliance than previous data protection laws. Further, the UK government withdrew from the EU on January 31, 2020, subject to a transition period that is currently set to end on December 31, 2020 (“Brexit”). The regulation of data protection in the UK after December 31, 2020 is still uncertain and depends on ongoing negotiations between the UK and the EU. The UK government intends to enact data protection laws consistent with the GDPR but there may be further developments, in particular regarding how transfers of data to and from the UK are regulated. Thus, it is uncertain whether our operations in, and data transfers to and from, the UK can comply with UK and EU law post-Brexit. Similarly, the State of California legislature passed the CCPA, which became effective on January 1, 2020. The CCPA requires us to make new disclosures to consumers about our data collection, use, and sharing practices. The CCPA also allows consumers to opt out of certain data sharing with third parties, and provides a new cause of action for data breaches with the possibility of significant statutory damage awards. The CCPA prohibits discrimination against individuals who exercise their privacy rights, provides for civil penalties for violations, and creates a private right of action for data breaches that is expected to increase data breach litigation. Since the enactment of the CCPA, new privacy and data security laws have been proposed in more than half of the U.S. states and in the U.S. Congress, reflecting a trend toward more stringent privacy legislation in the U.S. Additionally, the Federal Trade Commission and many state attorneys general are interpreting federal and state consumer protection laws as imposing standards for the online collection, use, dissemination, and security of data.

The costs of compliance with and other burdens imposed by privacy and data security laws and regulations may reduce the efficiency of our marketing, lead to ~~expenses that~~negative publicity, make it more difficult or more costly to meet expectations of or commitments to clients, or lead to significant fines, penalties or liabilities for noncompliance, any of which could ~~substantially~~harm our business. These laws could also impact our ability to offer our products in certain locations. The costs, burdens, and potential liabilities imposed by existing privacy laws could be compounded if other jurisdictions in the U.S. or abroad begin to adopt similar or more restrictive laws.

Even the perception that the privacy of personal information is not satisfactorily protected or does not meet regulatory requirements could inhibit clients’ use of our service or harm our brand and reputation.

Any of these matters could materially adversely affect our business, financial condition, or operating results.

Unfavorable changes or failure by us to comply with evolving internet and eCommerce regulations could substantially harm our business and operating results.

We are subject to general business regulations and laws as well as regulations and laws specifically governing the internet and eCommerce. These regulations and laws may involve taxes, privacy and data security, consumer protection, the ability to collect and/or share necessary information that allows us to conduct business on the internet, marketing communications and

advertising, content protection, electronic contracts, or gift cards. Furthermore, the regulatory landscape impacting internet and eCommerce businesses is constantly evolving. For example, ~~in 2010~~ California’s Automatic Renewal Law ~~went into effect, requiring~~requires companies to adhere to enhanced disclosure requirements when entering into automatically renewing contracts with consumers. As a result, a wave of consumer class action lawsuits was brought against companies that offer online products and services on a subscription or recurring basis. Any failure, or perceived failure, by us to comply with any of these laws or regulations could result in damage to our reputation, ~~a loss in~~lost business, and proceedings or actions against us by governmental entities or others, which could impact our operating results.

If the use of “cookie” tracking technologies is further restricted, regulated, or blocked, or if changes in technology cause cookies to become less reliable or acceptable as a means of tracking consumer behavior, the amount or accuracy of internet user information we collect would decrease, which could harm our business and operating results.

Cookies are small data files that are sent by websites and stored locally on an internet user's computer or mobile device. We, and third parties who work on our behalf, collect data via cookies that is used to track the behavior of visitors to our sites, to provide a more personal and interactive experience, and to increase the effectiveness of our marketing. However, internet users can easily disable, delete, and block cookies directly through browser settings or through other software, browser extensions, or hardware platforms that physically block cookies from being created and stored.

Privacy regulations restrict how we deploy our cookies and this could potentially increase the number of internet users that choose to proactively disable cookies on their systems. In the EU, the Directive on Privacy and Electronic Communications requires users to give their consent before cookie data can be stored on their local computer or mobile device. Users can decide to opt out of nearly all cookie data creation, which could negatively impact our operating results. We may have to develop alternative systems to determine our clients’ behavior, customize their online experience, or efficiently market to them if clients block cookies or regulations introduce additional barriers to collecting cookie data.

Shipping is a critical part of our business and any changes in our shipping arrangements or any interruptions in shipping could adversely affect our operating results.

We currently rely on three major vendors for our shipping. If we are not able to negotiate acceptable pricing and other terms with these entities or they experience performance problems or other difficulties, it could negatively impact our operating results and our clients’ experience. In addition, our ability to receive inbound inventory efficiently and ship merchandise to clients may be negatively affected by inclement weather, fire, flood, power loss, earthquakes, public health crises such as the COVID-19 pandemic, labor disputes, acts of war or terrorism, and similar factors. In response to the COVID-19 pandemic, we temporarily closed three of our eight fulfillment centers, offered our fulfillment center employees four weeks of paid time off, and implemented social distancing protocols in each fulfillment center, resulting in operational constraints, which in turn reduced our ability to ship merchandise to clients and earn revenue. In the past, strikes at major international shipping ports have impacted our supply of inventory from our vendors. In addition, as a result of Hurricane Harvey in September 2017, one of our shipping vendors was unable to deliver Fixes to certain affected areas for several weeks, resulting in delivery delays and Fix cancellations. We are also subject to risks of damage or loss during delivery by our shipping vendors. If our merchandise is not delivered in a timely fashion or is damaged or lost during the delivery process, our clients could become dissatisfied and cease using our services, which would adversely affect our business and operating results.

Our operating results have been, and could be in the future, adversely affected by natural disasters, public health crises, political crises, or other catastrophic events.

Our principal offices and one of our fulfillment centers are located in the San Francisco Bay Area, which has a history of earthquakes, and are thus vulnerable to damage. We also operate offices and fulfillment centers in other regions. Natural disasters, such as earthquakes, hurricanes, tornadoes, floods, fires, and other adverse weather and climate conditions; unforeseen public health crises, such as COVID-19 or other pandemics and epidemics; political crises, such as terrorist attacks, war, and other political instability; or other catastrophic events, whether occurring in the United States or internationally, could disrupt our operations in or cause us to close one or more of our offices and fulfillment centers or could disrupt, delay, or otherwise negatively impact the operations of one or more of our third-party providers or vendors. Furthermore, these types of events could impact our merchandise supply chain, including our ability to ship merchandise to clients from or to the impacted region, and could impact our ability or the ability of third parties to operate our sites and ship merchandise. In addition, these types of events could negatively impact consumer spending in the impacted regions. In fact, the COVID-19 pandemic has: disrupted our operations in and caused us to close our offices and require that most of our employees work from home; disrupted our operations in and caused us to close three of our eight fulfillment centers; required us to implement various operational changes to ensure the health and safety of our employees; had a range of negative effects on the operations of our third-party providers and vendors, including our merchandise supply chain; and negatively impacted consumer spending and the economy generally. Because the COVID-19 pandemic has caused many of these factors to materialize, as described above and throughout these risk factors, it has adversely affected our business and operating results. Ongoing or heightened resurgences of COVID-19 in the future or the occurrence of another disaster or crisis could recreate and/or exacerbate these effects.

If we are unable to maintain effective internal control over financial reporting, investors may lose confidence in the accuracy of our reported financial information and this may lead to a decline in our stock price.

We are required to comply with Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”). Specifically, the Sarbanes-Oxley Act requires management to assess the effectiveness of our internal controls over financial reporting and to report any material weaknesses in such internal control. We have in the past experienced material weaknesses and significant deficiencies in our internal controls, including for our fiscal year ended August 3, 2019. Management has concluded that our internal control over financial reporting was effective as of August 1, 2020, and remained effective through October 31, 2020. However, our testing, or the subsequent testing by our independent public accounting firm, may reveal deficiencies in our internal control over financial reporting that are deemed to be material weaknesses. If we or our accounting firm identify deficiencies in our internal control over financial reporting that are deemed to be material weaknesses, it could harm our operating results, adversely affect our reputation, or result in inaccurate financial reporting. Furthermore, should any such deficiencies arise we could be subject to lawsuits, sanctions or investigations by regulatory authorities, including SEC enforcement actions and we could be required to restate our financial results, any of which would require additional financial and management resources.

Even if we do not detect deficiencies, our internal control over financial reporting will not prevent or detect all errors and fraud, and individuals, including employees and contractors, could circumvent such controls. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud will be detected.

In addition, we may encounter difficulties in the timely and accurate reporting of our financial results, which would impact our ability to provide our investors with information in a timely manner. Should we encounter such difficulties, our investors could lose confidence in the reliability of our reported financial information and trading price of our common stock. could be negatively impacted.

If we cannot successfully protect our intellectual property, our business would suffer.

We rely on trademark, copyright, trade secrets, patents, confidentiality agreements, and other practices to protect our brands, proprietary information, technologies, and processes. Our principal trademark assets include the registered trademarks “Stitch Fix” and “Fix,” multiple private label clothing and accessory brand names, and our logos and taglines. Our trademarks are valuable assets that support our brand and consumers’ perception of our services and merchandise. We also hold the rights to the “stitchfix.com” internet domain name and various other related domain names, which are subject to internet regulatory bodies and trademark and other related laws of each applicable jurisdiction. If we are unable to protect our trademarks or domain names in the United States, the UK, or in other jurisdictions in which we may ultimately operate, our brand recognition and reputation would suffer, we would incur significant expense establishing new brands and our operating results would be adversely impacted.

We currently have ~~one patent~~three patents issued and ~~seven~~a number of additional patent applications pending in the United States. We have also ~~have four~~filed patent applications ~~filed~~ in the People’s Republic of China. The ~~patent~~patents we own and those that may be issued in the future may not provide us with any competitive advantages or may be challenged by third parties, and our patent applications may

never be granted. Even if issued, there can be no assurance that these patents will adequately protect our intellectual property or survive a legal challenge, as the legal standards relating to the validity, enforceability, and scope of protection of patent and other intellectual property rights are uncertain. Our limited patent protection may restrict our ability to protect our technologies and processes from competition. We primarily rely on trade secret laws to protect our technologies and processes, including the algorithms we use throughout our business. Others may independently develop the same or similar technologies and processes, or may improperly acquire and use information about our technologies and processes, which may allow them to provide a service similar to ours, which could harm our competitive position.

We may be required to spend significant resources to monitor and protect our intellectual property rights, and the efforts we take to protect our proprietary rights may not be sufficient.

We may be accused of infringing intellectual property rights of third parties.

We are also at risk of claims by others that we have infringed their copyrights, trademarks, or patents, or improperly used or disclosed their trade secrets. The costs of supporting any litigation or disputes related to these claims can be considerable, and we cannot assure you that we will achieve a favorable outcome of any such claim. If any such claims are valid, we may be compelled to cease our use of such intellectual property and pay damages, which could adversely affect our business. Even if such claims ~~were~~are not valid, defending them could be expensive and distracting, adversely affecting our operating results.

Changes in U.S. tax or tariff policy regarding apparel produced in other countries could adversely affect our business.

A predominant portion of the apparel we sell is originally manufactured in countries other than the United States. International trade disputes that result in tariffs and other protectionist measures could adversely affect our business, including disruption and cost increases in our established patterns for sourcing our merchandise and increased uncertainties in planning our sourcing strategies and forecasting our margins. For example, the U.S. government recently imposed significant new tariffs on China related to the importation of certain product categories, including apparel, footwear, and other goods. A substantial portion of our products are manufactured in China. As a result of these tariffs, our cost of goods imported from China increased slightly. Although we continue to work with our vendors to mitigate our exposure to current or potential tariffs, there can be no assurance that we will be able to offset any increased costs. Other changes in U.S. tariffs, quotas, trade relationships, or tax provisions could also reduce the supply of goods available to us or increase our cost of goods. Although such changes would have implications across the entire industry, we may fail to effectively adapt to and manage the adjustments in strategy that would be necessary in response to those changes. In addition to the general uncertainty and overall risk from potential changes in U.S. laws and policies, as we make business decisions in the face of such uncertainty, we may incorrectly anticipate the outcomes, miss out on business opportunities, or fail to effectively adapt our business strategies and manage the adjustments that are necessary in response to those changes. These risks could adversely affect our revenues, reduce our profitability, and negatively impact our business.

We could be required to collect additional sales taxes or be subject to other tax liabilities that may increase the costs our clients would have to pay for our offering and adversely affect our operating results.

~~An increasing~~

In general, we have not historically collected state or local sales, use, or other similar taxes in any jurisdictions in which we do not have a tax nexus, in reliance on court decisions or applicable exemptions that restrict or preclude the imposition of obligations to collect such taxes with respect to online sales of our products. In addition, we have not historically collected state or local sales, use, or other similar taxes in certain jurisdictions in which we do have a physical presence, in reliance on applicable exemptions. On June 21, 2018, the U.S. Supreme Court decided, in South Dakota v. Wayfair, Inc., that state and local jurisdictions may, at least in certain circumstances, enforce a sales and use tax collection obligation on remote vendors that have no physical presence in such jurisdiction. A number of states have ~~considered~~already begun, or ~~adopted laws that attempt~~have positioned themselves to ~~impose~~begin, requiring sales and use tax collection ~~obligations on out-of-state retailers. A successful assertion~~ by remote vendors and/or by online marketplaces. The details and effective dates of these collection requirements vary from state to state. While we now collect, remit, and report sales tax in all states that impose a sales tax, it is still possible that one or more ~~states requiring us to collect taxes where~~jurisdictions may assert that we ~~presently do not do so, or to collect more taxes in a jurisdiction in~~have liability for previous periods for which we ~~currently do~~did not collect ~~some~~sales, use, or other similar taxes, and if such an assertion or assertions were successful it could result in substantial tax liabilities, including ~~taxes on~~for past sales ~~as well as~~taxes and penalties and ~~interest. The imposition by state governments of sales~~interest, which could materially adversely affect our business, financial condition, and operating results.

Federal income tax ~~collection obligations on out-of-state retailers~~reform could ~~also create additional administrative burdens for us, put us at a competitive disadvantage if they do not impose similar obligations~~have unforeseen effects on our ~~competitors~~financial condition and ~~decrease our future sales, which could have a material adverse impact on our business and operating results.~~

~~Changes in U.S. tax laws could impact our business~~

results of operations.

The Tax Cuts and Jobs Act ~~or the~~(the “Tax Act”) was enacted on December 22, 2017, and contains many significant changes to U.S. ~~Federal~~federal tax laws. The Tax Act requires complex computations that were not previously provided for under U.S. tax law. ~~The Company has~~We provided for an estimated effect of the Tax Act in ~~its~~our financial ~~statements.~~statements for the period ended July 28, 2018. In addition, on March 27, 2020, the U.S. enacted the CARES Act. We provided for an estimated effect of the CARES Act in our financial statements for the period ended October 31, 2020. The Tax Act ~~requires~~and the CARES Act require significant judgments to be made in the interpretation of the law and significant estimates in the calculation of the provision for income taxes. However, additional guidance may be issued by the ~~IRS,~~Internal Revenue Service (“IRS”), the Department of the Treasury, or other governing body that

may significantly differ from ~~the Company’s~~our interpretation of the law, which may result in a material adverse effect on our business, cash flow, results of operations, or financial conditions. As we complete our analysis of the 2017 Tax Act, we may make adjustments to provisional amounts that we have recorded that may materially impact our provision for income taxes in the period in which the adjustments are made.

We may ~~experience fluctuations in our~~be subject to additional tax ~~obligations and effective tax rate,~~liabilities, which could adversely affect our operating results.

We are subject to income- and non-income-based taxes in the United ~~States. We record~~States under federal, state, and local jurisdictions and in the UK. The governing tax ~~expense based on current~~laws and applicable tax ~~liabilities~~rates vary by jurisdiction and ~~our estimates of future tax liabilities, which may include reserves for estimates of probable settlements of tax audits. At any one time, multiple tax years~~ are subject to ~~audit by various taxing jurisdictions. The results of these audits and negotiations with taxing~~interpretation. Various tax authorities may ~~affect~~disagree with tax positions we take and if any such tax authorities were to successfully challenge one or more of our tax positions, the results could have a material effect on our operating results. Further, the ultimate ~~settlement~~amount of ~~these issues. As a result, we expect that throughout the year there could be ongoing variability in our quarterly~~ tax ~~rates as taxable events occur and exposures are re-evaluated. Further, our effective tax rate~~payable in a given financial statement period may be materially impacted by sudden or unforeseen changes in tax laws, changes in the mix and level of earnings by taxing jurisdictions, or changes to existing accounting rules or regulations. ~~Fluctuations~~The determination of our overall provision for income and other taxes is inherently uncertain as it requires significant judgment around complex transactions and calculations. As a result, fluctuations in our ultimate tax obligations may differ materially from amounts recorded in our financial statements and ~~effective tax rate~~ could adversely affect our business, financial condition, and operating ~~results.~~

results in the periods for which such determination is made.

We may require additional capital to support business growth, and this capital might not be available or may be available only by diluting existing stockholders.

We intend to continue making investments to support our business growth and may require additional funds to support this growth and respond to business challenges, including the need to develop our services, expand our inventory, enhance our operating infrastructure, expand the markets in which we operate, and potentially acquire complementary businesses and technologies. Accordingly, we may need to engage in equity or debt financings to secure additional funds. If we raise additional funds through further issuances of equity or convertible debt securities, our existing stockholders could suffer significant dilution, and any new equity securities we issue could have rights, preferences, and privileges superior to those of holders of our Class A common stock. Any debt financing secured by us in the future could involve restrictive covenants relating to our capital-raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital and to pursue business opportunities. In addition, we may not be able to obtain additional financing on terms favorable to us, if at all. If we are unable to obtain adequate financing or financing on terms satisfactory to us, when we require it, our ability to continue to support our business growth and to respond to business challenges could be significantly limited, and our business and prospects could fail or be adversely affected.

~~Our failure to adequately and effectively staff our fulfillment centers, through third parties or with our own employees, could adversely affect our client experience and operating results.~~

We currently receive and distribute merchandise at five fulfillment centers in the United States, one of which is operated by a third party. If we or our third-party partner are unable to adequately staff our fulfillment centers to meet demand or if the cost of such staffing is higher than historical or projected costs due to mandated wage increases, regulatory changes, international expansion or other factors, our operating results could be harmed. In addition, operating fulfillment centers comes with potential risks, such as workplace safety issues and employment claims for the failure or alleged failure to comply with labor laws or laws respecting union organizing activities. Any such issues may result in delays in shipping times or packing quality, and our reputation and operating results may be harmed.

By using a third-party operator for one of our fulfillment centers, we also face additional risks associated with not having complete control over operations at that fulfillment center. Any deterioration in the financial condition or operations of that operator, or the loss of that operator, would have significant impact on our operations.

Some of our software and systems contain open source software, which may pose particular risks to our proprietary applications.

We use open source software in the applications we have developed to operate our business and will use open source software in the future. We may face claims from third parties demanding the release or license of the open source software or derivative works that we developed from such software (which could include our proprietary source code) or otherwise seeking to enforce the terms of the applicable open source license. These claims could result in litigation and could require us to purchase a costly license, publicly release the affected portions of our source code, or cease offering the implicated solutions unless and until we can re-engineer them to avoid infringement. In addition, our use of open source software may ~~also~~ present additional security risks because the source code for open source software is publicly available, which may make it easier for hackers and other third parties to determine how to breach our website and systems that rely on open source software. Any of these risks could be difficult to eliminate or manage and, if not addressed, could have an adverse effect on our business and operating results.

Adverse litigation judgments or settlements resulting from legal proceedings in which we are or may be involved could expose us to monetary damages or limit our ability to operate our business.

Currently, we are involved in various legal proceedings, including the securities litigation and other matters described elsewhere in this Annual Report. We have in the past and may in the future become involved in other private actions, collective actions, investigations, and various other legal proceedings by clients, employees, suppliers, competitors, government agencies, stockholders, or others. In addition, the COVID-19 pandemic could give rise to new types of claims or lawsuits, including, without limitation, workers compensation claims for employees that contracted the virus. The results of any such litigation, investigations, and other legal proceedings are inherently unpredictable and expensive. Any claims against us, whether meritorious or not, could be time consuming, result in costly litigation, damage our reputation, require significant amounts of management time, and divert significant resources. If any of these legal proceedings were to be determined adversely to us, or we were to enter into a settlement arrangement, we could be exposed to monetary damages or limits on our ability to operate our business, which could have an adverse effect on our business, financial condition, and operating results.

If we are unable to make acquisitions and investments, or successfully integrate them into our business, our business could be harmed.

As part of our business strategy, we may acquire other companies or businesses. However, we may not be able to find suitable acquisition candidates, and we may not be able to complete acquisitions on favorable terms, if at all. Acquisitions involve numerous risks, any of which could harm our business and negatively affect our operating results, including:

•difficulties in integrating the technologies, operations, existing contracts, and personnel of an acquired company;

•difficulties in supporting and transitioning clients and suppliers, if any, of an acquired company;

•diversion of financial and management resources from existing operations or alternative acquisition opportunities;

•failure to realize the anticipated benefits or synergies of a transaction;

•failure to identify all of the problems, liabilities, or other shortcomings or challenges of an acquired company or technology, including issues related to intellectual property, regulatory compliance practices, revenue recognition or other accounting practices, or employee or client issues;

•risks of entering new markets in which we have limited or no experience;

•potential loss of key employees, clients, vendors, and suppliers from either our current business or an acquired company’s business;

•inability to generate sufficient revenue to offset acquisition costs;

•additional costs or equity dilution associated with funding the acquisition; and

•possible write-offs or impairment charges relating to acquired businesses.

~~Our operating results could be adversely affected by natural disasters, public health crises, political crises or other catastrophic events.~~

Our principal offices and one of our fulfillment centers are located in the San Francisco Bay Area, an area which has a history of earthquakes, and are thus vulnerable to damage. We also operate offices and fulfillment centers in other cities and states. Natural disasters, such as earthquakes, hurricanes, tornadoes, floods and other adverse weather and climate conditions; unforeseen public health crises, such as pandemics and epidemics; political crises, such as terrorist attacks, war and other political instability; or other catastrophic events, whether occurring in the United States or internationally, could disrupt our operations in any of our offices and fulfillment centers or the operations of one or more of our third-party providers or vendors. In particular, these types of events could impact our merchandise supply chain, including our ability to ship merchandise to clients from or to the impacted region, and could impact our ability or the ability of third parties to operate our sites and ship merchandise. In addition, these types of events could negatively impact consumer spending in the impacted regions. To the extent any of these events occur, our business and operating results could be adversely affected.

Risks Relating to Ownership of Our Class A Common Stock

The market price of our Class A common stock may continue to be volatile or may decline steeply or suddenly regardless of our operating performance and we may not be able to meet investor or analyst expectations. You may lose all or part of your investment.*

The market price of our Class A common stock may fluctuate or decline significantly in response to numerous factors, many of which are beyond our control, including:

•actual or anticipated fluctuations in our client base, the level of client engagement and client acquisition, revenue, or other operating results;

•variations between our actual operating results and the expectations of securities analysts, investors, and the financial community;

•any forward-looking financial or operating information we may provide to the public or securities analysts, any changes in this information, or our failure to meet expectations based on this information;

•actions of securities analysts who initiate or maintain coverage of us, changes in financial estimates by any securities analysts who follow our company, or our failure to meet these estimates or the expectations of investors;

•whether investors or securities analysts view our stock structure unfavorably, particularly our ~~dual- class~~dual-class structure and the significant voting control of our executive officers, directors, and their affiliates;

•additional shares of our Class A common stock being sold into the market by us or our existing stockholders, or the anticipation of such sales;

•

additional shares of our Class A common stock being sold into the market by us or our existing stockholders, or the anticipation of such sales, including if existing stockholders sell shares into the market when applicable “lock-up” periods end;

•announcements by us or our competitors of significant products or features, technical innovations, acquisitions, strategic partnerships, joint ventures, or capital commitments;

•changes in operating performance and stock market valuations of companies in our industry, including our vendors and competitors;

•price and volume fluctuations in the overall stock market, including as a result of trends in the economy as a whole;

•lawsuits threatened or filed against us;

•developments in new legislation and pending lawsuits or regulatory actions, including interim or final rulings by judicial or regulatory bodies; and

•other events or factors, including those resulting from war or incidents of terrorism, public health crises such as the COVID-19 pandemic, or responses to these events.

In addition, extreme price and volume fluctuations in the stock markets have affected and continue to affect many eCommerce and other technology companies’ stock prices. Often, their stock prices have fluctuated in ways unrelated or disproportionate to the companies’ operating performance. In the past, stockholders have filed securities class action litigation following periods of market volatility. IfFor example, beginning in October 2018, we and certain of our directors and officers were ~~to become involved~~sued in putative class action and derivative lawsuits alleging violations of the federal securities laws for allegedly making materially false and misleading statements. We may be the target of additional litigation of this type in the future as well. Such securities litigation it could subject us to substantial costs, divert resources and the attention of management from our business, and seriously harm our business.

Moreover, because of these fluctuations, comparing our operating results on a period-to-period basis may not be meaningful. You should not rely on our past results as an indication of our future performance. This variability and unpredictability could also result in our failing to meet the expectations of industry or financial analysts or investors for any period. If our revenue or operating results fall below the expectations of analysts or investors or below any forecasts we may provide to the market, or if the forecasts we provide to the market are below the expectations of analysts or investors, the price of our Class A common stock could decline substantially. Such a stock price decline could occur even when we have met any previously publicly stated revenue or earnings forecasts that we may provide.

An active trading market for our Class A common stock may not be sustained.*

Our Class A common stock is currently listed on the Nasdaq Global Select Market ~~or Nasdaq,~~(“Nasdaq”) under the symbol “SFIX” and trades on that market and others. We cannot assure you that an active trading market for our Class A common stock will be sustained. Accordingly, we cannot assure you of the liquidity of any trading market, your ability to sell your shares of our Class A common stock when desired or the prices that you may obtain for your shares.

Future sales of shares by existing stockholders could cause our stock price to decline.*

If our existing stockholders ~~including employees and service providers who obtain equity,~~ sell or indicate an intention to sell, substantial amounts of our Class A common stock in the public market, ~~after the lock-up and other legal restrictions on resale lapse,~~ the trading price of our Class A common stock could decline. As of March 9, 2018, we had outstanding a total of 17,256,799 shares of Class A common stock and 79,931,282 shares of Class B common stock. Each of our directors, executive officers and other holders of substantially all our outstanding shares have entered into lock-up agreements with the underwriters that restrict their ability to sell or transfer their shares for a period of 180 days after November 16, 2017; provided that such restricted period will end with respect to 35% of the shares subject to each lock-up agreement if at any time beginning 90 days after November 16, 2017 (i) we have filed at least one quarterly report on Form 10-Q or annual report on Form 10-K and (ii) the last reported closing price of our Class A common stock is at least 25% greater than the initial public offering price of our Class A common stock for 10 out of any 15 consecutive trading days, including the last day, ending on or after the 90th day after November 16, 2017 (the “Early Release Conditions”); provided, further that if such restricted period ends during a trading black-out period, the restricted period will end one business day following the date that we announce our earnings results for the previous quarter. On February 14, 2018, the Early Release Conditions were satisfied and, in accordance with the lock-up agreements, the restricted period for the eligible 35% of the shares subject to each lock-up agreement will end and up to approximately 37.7 million shares of Class A common stock and Class B common stock will become eligible for immediate sale in the public market at the open of trading on March 14, 2018 (subject to trading limitations on shares held by affiliates of the Company and subject to continued vesting of any unvested equity awards as of such date). In addition, Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC may, in their sole discretion, waive the contractual lock-up restrictions with respect to the remaining shares before the lock-up agreements expire. After the lock-up agreements expire, all 97,188,081 shares outstanding as of March 9, 2018 will be eligible for sale in the public market, of which 62,907,703 shares are held by directors, executive officers and other affiliates and will be subject to volume limitations under Rule 144 of the Securities Act of 1933, as

amended, or the Securities Act, and various vesting agreements. Sales of a substantial number of such shares upon expiration of the lock-up and market stand-off agreements, the perception that such sales may occur or early release of these agreements, could cause our market price to fall or make it more difficult for you to sell your Class A common stock at a time and price that you deem appropriate.

In addition, shares underlying any outstanding options and restricted stock units will become eligible for sale if exercised or settled, as applicable, and to the extent permitted by the provisions of various vesting ~~agreements, the lock-up~~ agreements and Rule 144 of the Securities Act. All the shares of Class A and Class B common stock subject to stock options and restricted stock units outstanding and reserved for issuance under our 2011 Equity Incentive Plan, as amended, our 2017 Incentive Plan, and ~~2017~~our 2019 Inducement Plan have been registered on Form S-8 under the Securities Act and such shares ~~will be~~are eligible for sale in the public markets, subject to Rule 144 limitations applicable to ~~affiliates and the lock-up agreement described above.~~affiliates. If these additional shares are sold, or if it is perceived that they will be sold in the public market, the trading price of our Class A common stock could decline.

The dual class structure of our common stock concentrates voting control with our executive officers, directors and their affiliates, and may depress the trading price of our Class A common stock.

Our Class B common stock has ten votes per share and our Class A common stock has one vote per share. As a result, the holders of our Class B common stock, including our directors, ~~and~~ executive officers, and their affiliates, ~~will be~~are able to exercise considerable influence over matters requiring stockholder approval, including the election of directors and approval of significant corporate transactions, such as a merger or other sale of our company or our assets, even if their stock holdings represent less than 50% of the outstanding shares of our capital stock. As of December 3, 2020, 43,118,916 of our 104,861,582 shares outstanding were held by our directors, executive officers, and their affiliates, and 41,028,581 of such shares held by our directors, executive officers, and their affiliates were shares of Class B common stock. This concentration of ownership will limit the ability of other stockholders to influence corporate matters and may cause us to make strategic decisions that could involve risks to you or that may not be aligned with your interests. This control may adversely affect the market price of our Class A common stock.

In addition, in July 2017, FTSE Russell and Standard & Poor’s announced that they would cease to allow most newly public companies utilizing dual or multi-class capital structures to be included in their indices. Affected indices include the ~~Russell 2000 and the~~ S&P 500, S&P MidCap 400, and S&P SmallCap 600, which together make up the S&P Composite 1500. Under the announced policies, our dual class capital structure currently makes us ineligible for inclusion in ~~any of these~~Standard & Poor’s indices and, as a result, mutual funds, exchange-traded funds, and other investment vehicles that attempt to passively track ~~these~~the S&P indices will not be investing in our stock. ~~These policies are new and it~~It is unclear what effect, if any, ~~they will~~these policies have had or may have on the valuations of publicly traded companies excluded from the indices, but it is possible that they may depress these valuations compared to those of other similar companies that are included.

If securities or industry analysts either do not publish research about us or publish inaccurate or unfavorable research about us, our business, or our market, or if they change their recommendations regarding our common stock adversely, the trading price or trading volume of our Class A common stock could decline.

The trading market for our Class A common stock ~~will be~~is influenced in part by the research and reports that securities or industry analysts may publish about us, our business, our market, or our competitors. If one or more of the analysts initiate research with an unfavorable rating or downgrade our Class A common stock, provide a more favorable recommendation about our competitors, or publish inaccurate or unfavorable research about our business, our Class A common stock price would likely decline. If any analyst who may cover us were to cease coverage of us or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause the trading price or trading volume of our Class A common stock to decline.

We are an emerging growth company, and any decision on our part to comply only with certain reduced reporting and disclosure requirements applicable to emerging growth companies could make our Class A common stock less attractive to investors.

We are an emerging growth company and, for as long as we continue to be an emerging growth company, we may choose to take advantage of exemptions from various reporting requirements applicable to other public companies but not to “emerging growth companies,” including:

~~not being required to have our independent registered public accounting firm audit our internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act;~~

~~reduced disclosure obligations regarding executive compensation in our periodic reports and annual report on Form 10-K; and~~

~~exemptions from the requirements of holding non-binding advisory votes on executive compensation and stockholder approval of any golden parachute payments not previously approved.~~

We could be an emerging growth company for up to five years following the completion of our initial public offering, although we expect to not be an emerging growth company sooner. Our status as an emerging growth company will end as soon as any of the following takes place:

~~the last day of the fiscal year in which we have more than $1.07 billion in annual revenue;~~

~~the date we qualify as a “large accelerated filer,” with at least $700 million of equity securities held by non-affiliates;~~

~~the date on which we have issued, in any three-year period, more than $1.0 billion in non-convertible debt securities; or~~

~~the last day of the fiscal year ending after the fifth anniversary of the completion of our initial public offering.~~

We cannot predict if investors will find our Class A common stock less attractive if we choose to rely on any of the exemptions afforded emerging growth companies. If some investors find our Class A common stock less attractive because we rely on any of these exemptions, there may be a less active trading market for our Class A common stock and the market price of our Class A common stock may be more volatile.

Under the JOBS Act, “emerging growth companies” can also delay adopting new or revised accounting standards until such time as those standards apply to private companies. We have irrevocably elected not to avail ourselves of this accommodation and, therefore, we will be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies.

We do not currently intend to pay dividends on our Class A common stock and, consequently, your ability to achieve a return on your investment will depend on appreciation of the value of our Class A common stock.

We have never declared or paid cash dividends on our capital stock. We currently intend to retain any future earnings to finance the operation and expansion of our business, and we do not expect to pay any cash dividends on our Class A common stock in the foreseeable future. As a result, any investment return our Class A common stock will depend upon increases in the value for our Class A common stock, which is not certain.

Future securities sales and issuances could result in significant dilution to our stockholders and impair the market price of our Class A common stock.

We may issue additional equity securities in the future. We also issue common stock to our employees and others under our incentive plans. Future issuances of shares of our Class A common stock or the conversion of a substantial number of shares of our Class B common stock, or the perception that these sales or conversions may occur, could depress the market price of our Class A common stock and result in dilution to existing holders of our Class A common stock. Also, to the extent outstanding options to purchase our shares of our Class A or Class B common stock are exercised or options or other stock-based awards are issued or become vested, there will be further dilution. The amount of dilution could be substantial depending upon the size of the issuances or exercises. Furthermore, we may issue additional equity securities that could have rights senior to those of our Class A common stock. As a result, holders of our Class A common stock bear the risk that future issuances of debt or equity securities may reduce the value of our Class A common stock and further dilute their ownership interest.

The requirements of being a public company may strain our resources, result in more litigation, and divert management’s attention.*

As a public company, we are subject to the reporting requirements of ~~the Securities Exchange Act of 1934, as amended, or~~ the Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection ~~Act, or the Dodd-Frank~~ Act, the listing requirements of the Nasdaq, and other applicable securities rules and regulations. Complying with these rules and regulations has increased and will continue to increase our legal and financial compliance costs, make some activities more difficult, time consuming, or costly, and increase demand on our systems and resources. To address these challenges, we ~~recently~~have expanded our finance and accounting teams. The Exchange Act requires, among other things, that we file annual, quarterly, and current reports with respect to our business and operating results. The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting. We are required to disclose changes made in our internal control and procedures on a quarterly basis. In order to maintain and, if required, improve our disclosure controls and procedures and internal control over financial reporting to meet this standard, significant resources and management oversight may be required. As a result, management’s attention may be diverted from other business concerns, which could adversely affect our business and operating results. We may need to hire additional employees or engage outside consultants to comply with these requirements, which will increase our costs and expenses.

In addition, changing laws, regulations, and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs and making some activities more time consuming. These laws, regulations, and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We intend to invest resources to comply with evolving laws, regulations, and standards, and this investment may result in increased general and administrative expenses and a diversion of management’s time and attention from revenue-generating activities to compliance activities. If our efforts to comply with new laws, regulations, and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to their application and practice, regulatory authorities may initiate legal proceedings against us and our business may be adversely affected.

These new rules and regulations may make it more expensive for us to obtain director and officer liability insurance and ~~in the future,~~ we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These factors could also make it more difficult for us to attract and retain qualified members of our board of directors, particularly to serve on our audit committee and compensation committee, and qualified executive officers.

By disclosing information in filings required of a public company, our business and financial condition are more visible, which we believe may result in threatened or actual litigation, including by competitors and other third parties. If those claims are successful, our business could be seriously harmed. Even if the claims do not result in litigation or are resolved in our favor, the time and resources needed to resolve them could divert our management’s resources and seriously harm our business.

Delaware law and provisions in our amended and restated certificate of incorporation and amended and restated bylaws could make a merger, tender offer, or proxy contest difficult, thereby depressing the trading price of our Class A common stock.*

Our amended and restated certificate of incorporation and amended and restated bylaws contain provisions that could depress the trading price of our Class A common stock by acting to discourage, delay, or prevent a change of control of our company or changes in our management that the stockholders of our company may deem advantageous. These provisions include the following:

•establish a classified board of directors so that not all members of our board of directors are elected at one time;

•permit the board of directors to establish the number of directors and fill any vacancies and ~~newly-~~newly created directorships;

•provide that directors may only be removed for cause;

•require super-majority voting to amend some provisions in our certificate of incorporation and bylaws;

•authorize the issuance of “blank check” preferred stock that our board of directors could use to implement a stockholder rights plan;

•eliminate the ability of our stockholders to call special meetings of stockholders;

•prohibit stockholder action by written consent, which requires all stockholder actions to be taken at a meeting of our stockholders;

•provide that the board of directors is expressly authorized to make, alter, or repeal our bylaws;

•restrict the forum for certain litigation against us to Delaware;

•reflect the dual class structure of our common stock; and

•establish advance notice requirements for nominations for election to our board of directors or for proposing matters that can be acted upon by stockholders at annual stockholder meetings.

Any provision of our amended and restated certificate of incorporation or amended and restated bylaws that has the effect of delaying or deterring a change in control could limit the opportunity for our stockholders to receive a premium for their shares of our common stock, and could also affect the price that some investors are willing to pay for our Class A common stock.

Our amended and restated certificate of incorporation provides that the Court of Chancery of the State of Delaware and the federal district courts of the United States are the exclusive forums for substantially all disputes between us and our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, or employees.*

Our amended and restated certificate of incorporation provides that the Court of Chancery of the State of Delaware is the exclusive forum ~~for:~~

for the following types of actions or proceedings under Delaware statutory or common law:

•any derivative action or proceeding brought on our behalf;

•any action asserting a breach of fiduciary duty;

•any action asserting a claim against us arising under the Delaware General Corporation Law, our amended and restated certificate of incorporation, or our amended and restated bylaws; and

•any action asserting a claim against us that is governed by the internal-affairs doctrine.

This provision would not apply to suits brought to enforce a duty or liability created by the Exchange Act. Furthermore, Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all such Securities Act actions. Accordingly, both state and federal courts have jurisdiction to entertain such claims. To prevent having to litigate claims in multiple jurisdictions and the threat of inconsistent or contrary rulings by different courts, among other considerations, our

~~Our~~

amended and restated certificate of incorporation further provides that the federal district courts of the United States ~~will be~~are the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act.

While the Delaware courts have determined that such choice of forum provisions are facially valid, a stockholder may nevertheless seek to bring a claim in a venue other than those designated in the exclusive forum provisions. In such instance, we would expect to vigorously assert the validity and enforceability of the exclusive forum provisions of our amended and restated certificate of incorporation. This may require significant additional costs associated with resolving such action in other jurisdictions and there can be no assurance that the provisions will be enforced by a court in those other jurisdictions.

These ~~exclusive-forum~~exclusive forum provisions may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers, or other employees, which may discourage lawsuits against us and our directors, officers and other employees. If a court were to find either exclusive-forum provision in our amended and restated certificate of incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving the dispute in other jurisdictions, which could seriously harm our business.

~~ITEM 2.~~

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

~~(a) Recent Sales of Unregistered Securities~~

~~The following sets forth information regarding all unregistered securities sold from July 30, 2017 through January 27, 2018:~~

~~(1) From October 29, 2017 through January 27, 2018, we granted to our directors, employees, consultants and other service~~ ~~providers options to purchase 1,166,869 shares of our Class A common stock with a per share exercise price ranging from $15.00 to $23.34 and granted 426,056 restricted stock units under our 2017 Plan.~~

(2) From October 29, 2017 through January 27, 2018, we issued to our directors, employees, consultants and other service providers an aggregate of 280,138 shares of our Class B common stock at per share purchase prices ranging from ~~$0.064 to $16.98 pursuant to exercises of options granted under our 2011 Plan.~~

None of the foregoing transactions involved any underwriters, underwriting discounts or commissions, or any public offering. Unless otherwise specified above, we believe these transactions were exempt from registration under the Securities Act in reliance on Section 4(2) of the Securities Act (and Regulation D or Regulation S promulgated thereunder) or Rule 701 promulgated under Section 3(b) of the Securities Act as transactions by an issuer not involving any public offering or under benefit plans and contracts relating to compensation as provided under Rule 701. The recipients of the securities in each of these transactions represented their intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were placed on the share certificates issued in these transactions. All recipients had adequate access, through their relationships with us, to information about us. The sales of these securities were made without any general solicitation or advertising.

~~(b) Use of Proceeds from Registered Securities~~

On November 16, 2017, our registration statement on Form S-1 (File No. 333-221014) relating to our IPO of Class A common stock became effective. We received net proceeds from the IPO of $127.1 million, after deducting the underwriting discount and offering-related expenses. There has been no material change in the planned use of proceeds from the IPO from that described in the Final Prospectus.

None.

~~ITEM 3.~~

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

~~None.~~

~~ITEM 4.~~

~~MINE SAFETY DISCLOSURES~~

None.

~~Not applicable.~~

ITEM 4. MINE SAFETY DISCLOSURES

None.

~~ITEM 5.~~

ITEM 5. OTHER INFORMATION

None.

~~ITEM 6.~~

ITEM 6. EXHIBITS

Exhibit
Number

Description of Document

Incorporation By Reference

Form

Sec File No.

Exhibit

Filing Date

Filed Herewith

    3.1

Amended and Restated Certificate of Incorporation of Stitch Fix, Inc.

8-K

001-38291

3.1

11/21/2017

    3.2

Amended and Restated Bylaws of Stitch Fix, Inc.

8-K

001-38291

3.2

11/21/2017

    4.1

Form of Class A Common Stock Certificate

S-1/A

333-221014

4.1

11/6/2017

    4.2

Form of Class B Common Stock Certificate

S-8

333-221650

4.6

11/17/2017

  10.1

First Amendment to Original Office Lease, executed February 22, 2016, between Stitch Fix, Inc. and Post-Montgomery Associates

X

  10.2

Second Amendment to Original Office Lease, executed September 6, 2017, between Stitch Fix, Inc. and Post-Montgomery Associates

X

  10.3

Third Amendment to Original Office Lease, executed January 29, 2018, between the Company and Post-Montgomery Associates

8-K

001-38291

10.1

2/2/2018

  31.1

Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

X

  31.2

Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

X

  32.1*

Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

X

101.INS

XBRL Instance Document

~~Exhibit~~

~~Number~~

~~Description of Document~~

~~Incorporation By Reference~~

~~Form~~

~~Sec File No.~~

~~Exhibit~~

~~Filing Date~~

~~Filed Herewith~~

~~101.SCH~~

~~XBRL Taxonomy Extension Schema Document~~

~~101.CAL~~

~~XBRL Taxonomy Extension Calculation Linkbase Document~~

~~101.DEF~~

~~XBRL Taxonomy Extension Definition Linkbase Document~~

~~101.LAB~~

~~XBRL Taxonomy Extension Label Linkbase Document~~

~~101.PRE~~

~~XBRL Taxonomy Extension Presentation Linkbase Document~~

The certifications furnished in Exhibit 32.1 hereto are deemed to accompany this Quarterly Report on Form 10-Q and will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, except to the extent that the registrant specifically incorporates them by reference.

Exhibit
Number

Description

Incorporation By Reference

Form

SEC File No.

Exhibit

Filing Date

Filed or Furnished Herewith

3.1

Amended and Restated Certificate of Incorporation of Stitch Fix, Inc.

8-K

001-38291

3.1

11/21/2017

3.2

Amended and Restated Bylaws of Stitch Fix, Inc.

8-K

001-38291

3.2

11/21/2017

10.1

Offer Letter, by and between Stitch Fix, Inc. and Dan Jedda, dated October 29, 2019.

31.1

Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2

Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1*

Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS

Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).

101.SCH

Inline XBRL Taxonomy Extension Schema Document

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document

104

Cover Page Interactive Data File (the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).

The certification attached as Exhibit 32.1 accompanying this Quarterly Report on Form 10-Q is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of Stitch Fix, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Quarterly Report on Form 10-Q, irrespective of any general incorporation language contained in such filing.

~~SIGNATURES~~

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Quarterly Report on Form 10-Q to be signed on its behalf by the undersigned thereunto duly authorized.

Stitch Fix, Inc.

Date:

December 8, 2020

By:

/s/ Michael Smith

~~Date: 13 March, 2018~~

~~By:~~

~~/s/ Katrina Lake~~

Michael Smith

~~Katrina Lake~~

~~Founder,~~President, Chief ~~Executive~~Operating Officer, and ~~Director~~

~~(Principal Executive Officer)~~

~~Stitch Fix, Inc.~~

~~Date: 13 March, 2018~~

~~By:~~

~~/s/ Paul Yee~~

~~Paul Yee~~

Interim Chief Financial Officer

(Principal Financial and Accounting Officer)

	January 27, 2018		July 29, 2017
Assets
Current assets:
Cash	$	266,374	$	110,608
Restricted cash		—		250
Inventory, net		80,094		67,592
Prepaid expenses and other current assets		11,653		19,312
Total current assets		358,121		197,762
Property and equipment, net		30,875		26,733
Deferred tax assets		14,493		19,991
Restricted cash, net of current portion		9,100		9,100
Other long-term assets		3,813		3,619
Total assets	$	416,402	$	257,205
Liabilities, Convertible Preferred Stock and Stockholders’ Equity
Current liabilities:
Accounts payable	$	55,145	$	44,238
Accrued liabilities		51,077		46,363
Preferred stock warrant liability		—		26,679
Gift card liability		8,151		5,190
Deferred revenue		10,433		7,150
Other current liabilities		4,953		4,298
Total current liabilities		129,759		133,918
Deferred rent, net of current portion		10,752		11,781
Other long-term liabilities		4,794		7,423
Total liabilities		145,305		153,122
Commitments and contingencies (Note 6)
Convertible preferred stock, $0.00002 par value – zero and 60,577,280 shares authorized as of January 27, 2018 and July 29, 2017, respectively; zero and 59,511,055 shares issued and outstanding as of January 27, 2018 and July 29, 2017, respectively; aggregate liquidation preference of $42,389 as of July 29, 2017		—		42,222
Stockholders’ equity:
Preferred stock, $0.00002 par value – 20,000,000 and zero shares authorized as of January 27, 2018 and July 29, 2017, respectively; zero shares issued and outstanding as of January 27, 2018 and July 29, 2017		—		—
Class A common stock, $0.00002 par value – 2,000,000,000 and zero shares authorized as of January 27, 2018 and July 29, 2017, respectively; 9,175,557 and zero shares issued and outstanding as of January 27, 2018 and July 29, 2017, respectively		—		—
Class B common stock, $0.00002 par value – 100,000,000 shares authorized as of January 27, 2018 and July 29, 2017; 87,885,193 and 26,834,535 shares issued and outstanding as of January 27, 2018 and July 29, 2017, respectively ⁽¹⁾		2		1
Additional paid-in capital		219,108		27,002
Retained earnings		51,987		34,858
Total stockholders’ equity		271,097		61,861
Total liabilities, convertible preferred stock and stockholders’ equity	$	416,402	$	257,205
⁽¹⁾Shares authorized, issued and outstanding as of July 29, 2017 includes common stock prior to our initial public offering. Please see Note 1 for additional details.

	Convertible Preferred Stock						Common Stock					Additional Paid-In		Retained		Total Stockholders'
	Shares			Amount			Shares			Amount		Capital		Earnings		Equity
Balance as of July 29, 2017		59,511,055		$	42,222			26,834,535		$	1	$	27,002	$	34,858	$	61,861
Issuance of Class A common stock upon initial public offering, net of offering costs		—			—			9,175,557			—		127,033		—		127,033
Issuance of Class B common stock upon conversion of convertible preferred stock		(59,511,055	)		(42,222	)		59,511,055			1		42,221		—		42,222
Reclassification of warrant liability to additional paid-in capital upon the initial public offering		—			—			1,066,225			—		15,994		—		15,994
Issuance of Class B common stock upon exercise of stock options		—			—			492,857			—		1,006		—		1,006
Repurchase of Class B common stock related to early exercised options		—			—			(19,479	)		—		—		—		—
Vesting of early exercised options		—			—			—			—		456		—		456
Stock-based compensation		—			—			—			—		5,396		—		5,396
Net income		—			—			—			—		—		17,129		17,129
Balance as of January 27, 2018		—		$	—			97,060,750		$	2	$	219,108	$	51,987	$	271,097

	July 29, 2017
Expected term (in years)		2.0
Fair value of underlying shares	$	25.09
Volatility		43.8	%
Risk free interest rate		1.3	%
Dividend yield		—	%

	For the Six Months Ended January 27, 2018
Balance at July 29, 2017	$	26,679
Change in fair value		(10,685	)
Reclassification of warrant liability to additional paid-in capital upon the initial public offering		(15,994	)
Ending Balance at January 27, 2018	$	—