UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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 April 27, 2024

OR

☐ 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.

(Exact name of registrant as specified in its charter)

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

1 Montgomery Street, Suite 1100

San Francisco, California 94104

(Address of principal executive offices and zip code)

(415) 882-7765

(Registrant's telephone number, including area code)

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

Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Class A common stock, par value $0.00002 per share	SFIX	Nasdaq Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). 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.

Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	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 May 29, 2024, the number of outstanding shares of the registrant’s Class A common stock, par value $0.00002 per share, was 99,485,668, and the number of outstanding shares of the registrant’s Class B common stock, par value $0.00002 per share, was 22,855,042.

1

STITCH FIX, INC.

TABLE OF CONTENTS

 

	Page No.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited):	3
Condensed Consolidated Balance Sheets	3
Condensed Consolidated Statements of Operations and Comprehensive Loss	4
Condensed Consolidated Statements of Stockholders’ Equity	5
Condensed Consolidated Statements of Cash Flow	7
Notes to the Condensed Consolidated Financial Statements	8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
Item 3. Quantitative and Qualitative Disclosures About Market Risk	30
Item 4. Controls and Procedures	30
PART II. OTHER INFORMATION	31
Item 1. Legal Proceedings	31
Item 1A. Risk Factors	31
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	53
Item 3. Defaults Upon Senior Securities	53
Item 4. Mine Safety Disclosures	53
Item 5. Other Information	53
Item 6. Exhibits	54
Signatures	55

2

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Stitch Fix, Inc.

Condensed Consolidated Balance Sheets

(Unaudited)

(In thousands, except share and per share amounts)

	April 27, 2024		July 29, 2023
Assets
Current assets:
Cash and cash equivalents	$	196,507	$	239,437
Short-term investments	47,998		18,161
Inventory, net	114,467		130,548
Prepaid expenses and other current assets	25,446		27,692
Current assets, discontinued operations	864		9,623
Total current assets	385,282		425,461
Property and equipment, net	57,636		79,757
Operating lease right-of-use assets	89,099		104,533
Other long-term assets	4,653		2,681
Long-term assets, discontinued operations	294		2,046
Total assets	$	536,964	$	614,478
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	99,242	$	96,730
Operating lease liabilities	26,791		28,210
Accrued liabilities	65,009		69,893
Gift card liability	10,013		10,328
Deferred revenue	10,328		11,366
Other current liabilities	8,328		8,802
Current liabilities, discontinued operations	138		12,782
Total current liabilities	219,849		238,111
Operating lease liabilities, net of current portion	105,115		125,418
Other long-term liabilities	3,111		3,639
Total liabilities	328,075		367,168
Commitments and contingencies (Note 6)
Stockholders’ equity:
Class A common stock, $0.00002 par value – 2,000,000,000 shares authorized at April 27, 2024 and July 29, 2023; 101,787,809 and 90,217,226 shares issued at April 27, 2024 and July 29, 2023; and 99,485,668 and 90,217,226 shares outstanding at April 27, 2024, and July 29, 2023, respectively	1		1
Class B common stock, $0.00002 par value – 100,000,000 shares authorized at April 27, 2024, and July 29, 2023; 22,855,042 and 25,405,020 shares issued and outstanding at April 27, 2024, and July 29, 2023, respectively	1		1
Additional paid-in capital	670,182		615,236
Accumulated other comprehensive income (loss)	(498)		527
Accumulated deficit	(430,755)		(338,413)
Treasury stock, at cost – 2,302,141 and 2,302,141 shares as of April 27, 2024, and July 29, 2023, respectively	(30,042)		(30,042)
Total stockholders’ equity	208,889		247,310
Total liabilities and stockholders’ equity	$	536,964	$	614,478

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

3

Stitch Fix, Inc.

Condensed Consolidated Statements of Operations and Comprehensive Loss

(Unaudited)

(In thousands, except share and per share amounts)

 

	For the Three Months Ended				For the Nine Months Ended
	April 27, 2024		April 29, 2023		April 27, 2024		April 29, 2023
Revenue, net	$	322,731	$	383,419	$	1,017,918	$	1,227,782
Cost of goods sold	175,753		219,744		568,357		713,041
Gross profit	146,978		163,675		449,561		514,741
Selling, general, and administrative expenses	171,818		184,195		541,100		647,079
Operating loss	(24,840)		(20,520)		(91,539)		(132,338)
Interest income	3,002		2,434		7,923		3,814
Other income (expense), net	(9)		(203)		980		(1,043)
Loss before income taxes	(21,847)		(18,289)		(82,636)		(129,567)
Provision for income taxes	170		132		508		450
Net loss from continuing operations	(22,017)		(18,421)		(83,144)		(130,017)
Net income (loss) from discontinued operations, net of income taxes	689		(3,404)		(9,198)		(13,297)
Net loss	$	(21,328)	$	(21,825)	$	(92,342)	$	(143,314)
Other comprehensive income (loss):
Change in unrealized loss on available-for-sale securities, net of tax	(66)		732		104		1,487
Foreign currency translation	—		519		(1,129)		1,408
Total other comprehensive income (loss), net of tax	(66)		1,251		(1,025)		2,895
Comprehensive loss	$	(21,394)	$	(20,574)	$	(93,367)	$	(140,419)
Loss per share from continuing operations, attributable to common stockholders:
Basic	$	(0.18)	$	(0.16)	$	(0.70)	$	(1.14)
Diluted	$	(0.18)	$	(0.16)	$	(0.70)	$	(1.14)
Income (loss) per share from discontinued operations, attributable to common stockholders:
Basic	$	0.01	$	(0.03)	$	(0.08)	$	(0.12)
Diluted	$	0.01	$	(0.03)	$	(0.08)	$	(0.12)
Loss per share attributable to common stockholders:
Basic	$	(0.18)	$	(0.19)	$	(0.78)	$	(1.26)
Diluted	$	(0.18)	$	(0.19)	$	(0.78)	$	(1.26)
Weighted-average shares used to compute loss per share attributable to common stockholders:
Basic	121,268,047		115,445,285		118,986,077		113,911,089
Diluted	121,268,047		115,445,285		118,986,077		113,911,089

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

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Stitch Fix, Inc.

Condensed Consolidated Statements of Stockholders’ Equity

(Unaudited)

(In thousands, except share amounts)

	For the Three Months Ended April 27, 2024
	Common Stock			Additional Paid-In Capital		Accumulated Other Comprehensive Loss		Accumulated Deficit		Treasury Stock			Total Stockholders’ Equity
	Shares	Amount								Shares	Amount
Balance as of January 27, 2024	122,473,688	$	2	$	653,170	$	(432)	$	(409,427)	(2,302,141)	$	(30,042)	$	213,271
Issuance of common stock upon settlement of restricted stock units, net of tax withholdings	2,169,163	—		(3,050)		—		—		—	—		(3,050)
Stock-based compensation	—	—		20,062		—		—		—	—		20,062
Net loss	—	—		—		—		(21,328)		—	—		(21,328)
Other comprehensive loss, net of tax	—	—		—		(66)		—		—	—		(66)
Balance as of April 27, 2024	124,642,851	$	2	$	670,182	$	(498)	$	(430,755)	(2,302,141)	$	(30,042)	$	208,889
	For the Three Months Ended April 29, 2023
	Common Stock			Additional Paid-In Capital		Accumulated Other Comprehensive Loss		Accumulated Deficit		Treasury Stock			Total Stockholders’ Equity
	Shares	Amount								Shares	Amount
Balance as of January 28, 2023	114,809,576	$	2	$	575,129	$	(1,883)	$	(287,929)	(2,302,141)	$	(30,042)	$	255,277
Issuance of common stock upon exercise of stock options	1,563			1		—		—		—	—		1
Issuance of common stock upon settlement of restricted stock units, net of tax withholdings	1,255,763	—		(3,748)		—		—		—	—		(3,748)
Stock-based compensation	—	—		22,825		—		—		—	—		22,825
Net loss	—	—		—		—		(21,825)		—	—		(21,825)
Other comprehensive income, net of tax	—	—		—		1,251		—		—	—		1,251
Balance as of April 29, 2023	116,066,902	$	2	$	594,207	$	(632)	$	(309,754)	(2,302,141)	$	(30,042)	$	253,781

5

	For the Nine Months Ended April 27, 2024
	Common Stock			Additional Paid-In Capital		Accumulated Other Comprehensive Income (Loss)		Accumulated Deficit		Treasury Stock			Total Stockholders’ Equity
	Shares	Amount								Shares	Amount
Balance as of July 29, 2023	117,924,387	$	2	$	615,236	$	527	$	(338,413)	(2,302,141)	$	(30,042)	$	247,310
Issuance of common stock upon settlement of restricted stock units, net of tax withholdings	6,718,464	—		(11,564)		—		—		—	—		(11,564)
Stock-based compensation	—	—		66,510		—		—		—	—		66,510
Net loss	—	—		—		—		(92,342)		—	—		(92,342)
Other comprehensive loss, net of tax	—	—		—		(1,025)		—		—	—		(1,025)
Balance as of April 27, 2024	124,642,851	$	2	$	670,182	$	(498)	$	(430,755)	(2,302,141)	$	(30,042)	$	208,889
	For the Nine Months Ended April 29, 2023
	Common Stock			Additional Paid-In Capital		Accumulated Other Comprehensive Loss		Accumulated Deficit		Treasury Stock			Total Stockholders’ Equity
	Shares	Amount								Shares	Amount
Balance as of July 30, 2022	111,592,931	$	2	$	522,658	$	(3,527)	$	(166,440)	(2,302,141)	$	(30,042)	$	322,651
Issuance of common stock upon exercise of stock options	119,170			155		—		—		—	—		155
Issuance of common stock upon settlement of restricted stock units, net of tax withholdings	4,354,801	—		(10,717)		—		—		—	—		(10,717)
Stock-based compensation	—	—		82,111		—		—		—	—		82,111
Net loss	—	—		—		—		(143,314)		—	—		(143,314)
Other comprehensive income, net of tax	—	—		—		2,895		—		—	—		2,895
Balance as of April 29, 2023	116,066,902	$	2	$	594,207	$	(632)	$	(309,754)	(2,302,141)	$	(30,042)	$	253,781

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

6

Stitch Fix, Inc.

Condensed Consolidated Statements of Cash Flow

(Unaudited)

(In thousands)

	For the Nine Months Ended
	April 27, 2024		April 29, 2023
Cash Flows from Operating Activities from Continuing Operations
Net loss from continuing operations	$	(83,144)	$	(130,017)
Adjustments to reconcile net loss from continuing operations to net cash provided by operating activities from continuing operations:
Change in inventory reserves	(12,929)		(12,194)
Stock-based compensation expense	59,911		78,423
Depreciation, amortization, and accretion	36,462		31,328
Asset impairment	—		16,874
Other	(675)		1,517
Change in operating assets and liabilities:
Inventory	29,010		58,486
Prepaid expenses and other assets	249		8,163
Income tax receivables	—		26,640
Operating lease right-of-use assets and liabilities	(6,288)		(1,102)
Accounts payable	2,450		(17,053)
Accrued liabilities	(2,684)		(12,640)
Deferred revenue	(1,038)		(848)
Gift card liability	(315)		342
Other liabilities	(1,002)		2,761
Net cash provided by operating activities from continuing operations	20,007		50,680
Cash Flows from Investing Activities from Continuing Operations
Proceeds from sale of property and equipment	308		842
Purchases of property and equipment	(10,259)		(14,864)
Purchases of securities available-for-sale	(47,893)		(258)
Sales of securities available-for-sale	—		6,524
Maturities of securities available-for-sale	18,295		44,056
Net cash provided by (used in) investing activities from continuing operations	(39,549)		36,300
Cash Flows from Financing Activities from Continuing Operations
Proceeds from the exercise of stock options, net	—		155
Payments for tax withholdings related to vesting of restricted stock units	(11,393)		(10,421)
Other	(424)		(117)
Net cash used in financing activities from continuing operations	(11,817)		(10,383)
Net increase (decrease) in cash and cash equivalents from continuing operations	(31,359)		76,597
Cash Flows from Discontinued Operations
Net cash used in operating activities from discontinued operations	(10,453)		(13,938)
Net cash used in investing activities from discontinued operations	—		(760)
Net cash used in financing activities from discontinued operations	(171)		(296)
Net decrease in cash and cash equivalents from discontinued operations	(10,624)		(14,994)
Effect of exchange rate changes on cash and cash equivalents	(947)		1,037
Net increase (decrease) in cash and cash equivalents	(42,930)		62,640
Cash and cash equivalents at beginning of period	239,437		130,935
Cash and cash equivalents at end of period	$	196,507	$	193,575
Supplemental Disclosure
Cash paid for income taxes	$	1,236	$	787
Supplemental Disclosure of Non-Cash Investing and Financing Activities
Purchases of property and equipment included in accounts payable and accrued liabilities	$	1,236	$	1,577
Capitalized stock-based compensation	$	3,687	$	4,774

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

7

Stitch Fix, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

1.    Description of Business

Stitch Fix, Inc. (“we,” “our,” “us,” or “the Company”) delivers personalization to our clients through the pairing of data science and human judgment. Currently, clients can engage with us in one of two ways that, combined, form an ecosystem of personalized experiences across styling, shopping, and inspiration: (1) by receiving a personalized shipment of items informed by our algorithms and sent by a Stitch Fix stylist (a “Fix”); or (2) by purchasing directly from our website or mobile app based on a personalized assortment of outfit and item recommendations (“Freestyle”). Clients can choose to schedule automatic shipments or order a Fix on demand after they fill out a style profile on our website or mobile app. After receiving a Fix, our clients purchase the items they want to keep and return the other items, if any. Freestyle utilizes our algorithms to recommend a personalized assortment of outfit and item recommendations that will update throughout the day and will continue to evolve as we learn more about the client. We are incorporated in Delaware and have operations in the United States. Previously, we also had operations in the United Kingdom (“UK”). During the first quarter of fiscal 2024, we ceased operations of our UK business and met the requirements to report the UK business as a discontinued operation for all periods presented.

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 year ending August 3, 2024 (“fiscal 2024”) consists of 53 weeks, with the extra week occurring in the fourth fiscal quarter ending August 3, 2024. The fiscal year ended July 29, 2023 (“fiscal 2023”) consisted of 52 weeks.

The accompanying 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 the applicable rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) for interim financial information. 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 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 August 3, 2024, 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 should be read in conjunction with the audited consolidated financial statements and the related notes included in our Annual Report on Form 10-K for the fiscal year ended July 29, 2023 (the “2023 Annual Report”).

Discontinued Operations

During the first quarter of fiscal 2024, we ceased operations of our UK business and met the accounting requirements for reporting the UK business as a discontinued operation. Accordingly, the condensed consolidated financial statements reflect the results of the UK business as a discontinued operation for all periods presented. Unless otherwise noted, amounts and disclosures throughout these Notes to Condensed Consolidated Financial Statements relate to the Company's continuing operations. Refer to Note 12, “Discontinued Operations” for further details.

Use of Estimates

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

Significant estimates and assumptions are used for inventory, stock-based compensation expense, income taxes, and revenue recognition. Actual results could differ from those estimates and such differences may be material to the condensed consolidated financial statements.

8

Significant Accounting Policies

Unless noted below, there have been no changes to the Company’s significant accounting policies, as described in our fiscal 2023 Annual Report, that had a material impact on these condensed consolidated financial statements and related notes.

Short-Term Investments

Our short-term investments have been classified and accounted for as available-for-sale securities. The allowance for expected credit losses on our available-for-sale debt securities was immaterial at both April 27, 2024 and July 29, 2023.

We have elected to present accrued interest receivable separately from short-term investments in the condensed consolidated balance sheets. Accrued interest receivable, which was immaterial at both April 27, 2024 and July 29, 2023, is recorded in prepaid expenses and other current assets in the condensed consolidated balance sheets. We did not write off any accrued interest receivable during the three and nine months ended April 27, 2024 or April 29, 2023.

Inventory, net

Inventory, net consists of finished goods recorded at the lower of cost or net realizable value using the first-in-first-out (FIFO) method. Gross inventory costs include both merchandise costs and in-bound freight costs.

Inventory, net includes reserves for excess and slow-moving inventory we expect to write off based on historical trends, damaged inventory, and shrinkage. Our total inventory reserves were $25.7 million and $38.7 million as of April 27, 2024 and July 29, 2023, respectively. At both April 27, 2024 and July 29, 2023, we recorded additional specific reserves related to excess and slow-moving seasonal inventory. We have not made any material changes to our assumptions included in the calculations of the lower of cost or net realizable value reserves at April 27, 2024 or July 29, 2023.

Leases

Our leasing portfolio consists of operating leases, which include lease arrangements for our corporate offices, fulfillment centers, and, to a lesser extent, equipment. Operating leases with a term greater than one year are recorded on the condensed 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, which is calculated using our incremental borrowing rate and the 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.

We have subleased certain portions of our fulfillment centers and corporate offices due to the reduction in square footage needs for our current operations. Sublease income is recorded as a reduction to rent expense, which is reflected in selling, general, and administrative expense in the consolidated statement of operations and comprehensive loss. We may continue to seek sublease arrangements for certain corporate office space and fulfillment centers as needed.

Foreign Currency

During the first quarter of fiscal 2024, we ceased operations of our UK business and met the requirements to report the UK business as a discontinued operation. The functional currency of our UK business was the British pound sterling. We translated assets and liabilities to U.S. dollars using period-end exchange rates, and average monthly exchange rates for revenues, costs, and expenses. Prior to being classified as a discontinued operation, we recorded translation gains and losses in accumulated other comprehensive income (loss) (“AOCI”) as a component of stockholders’ equity. During the first quarter of fiscal 2024, historical foreign currency translation losses, which were previously recognized in AOCI, were fully reclassified from equity to loss from discontinued operations, net of income taxes in the condensed consolidated statements of operations and comprehensive loss. Refer to Note 7, “Accumulated Other Comprehensive Income (Loss)” and Note 12, “Discontinued Operations” for further details.

Net foreign exchange transaction gains and losses attributable to continuing operations resulting from the conversion of the transaction currency to functional currency are recorded in other income (expense), net in the condensed consolidated statements of operations and comprehensive loss.

Fair Value Measurements

We apply fair value accounting for assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis, 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;

9

•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 the fair value of the assets or liabilities that are supported by little or no market data.

Impairment of Long-Lived Assets

We review our long-lived assets for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability of assets held and used is measured by comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated from the use of the asset and its eventual disposition. If such assets are considered to be impaired, the impairment to be recognized is measured as the amount by which the carrying amount exceeds the fair value of the impaired assets. Assets to be disposed of are reported at the lower of their carrying amount or fair value less cost to sell.

In the second quarter of fiscal 2023, we recorded an impairment charge related to a portion of our corporate office space. Refer to “Note 11 - Restructuring” for further details. In the fourth quarter of fiscal 2024, we reviewed our right-of-use lease asset associated with our San Francisco headquarters for impairment. Refer to “Note 13 - Subsequent Events” for further details.

Revenue Recognition

We generate revenue primarily from the sale of merchandise to clients in a Fix and when clients purchase merchandise directly from Freestyle. 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.

Revenue is recognized when control of the promised goods is transferred to the client. For a Fix, control is transferred when the client accepts or rejects the offer to purchase merchandise. Upon acceptance by purchasing one or more items within the Fix at checkout, the total amount of the order, including the upfront styling fee, is recognized as revenue. If none of the items within the Fix are accepted at checkout, the upfront styling fee is recognized as revenue at that time. The Style Pass annual fee is recognized at the earlier of (i) the time at which a client accepts and applies the Style Pass fee to an offer to purchase merchandise or (ii) upon expiry of the annual period. Under Style Pass arrangements, if a client does not accept any items within the Fix, the annual fee will continue to be deferred until it is applied to a future purchase or upon expiry of the annual period. If a client would like to exchange an item, we recognize revenue at the time the exchanged item is shipped, which coincides with the transfer of control to the customer. For a Freestyle purchase, control is transferred and revenue is recognized upon shipment to the client.

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. Our refund reserve is included in accrued liabilities in the condensed consolidated balance sheets.

We have five types of contractual liabilities: (i) cash collections of upfront styling fees, which 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 Freestyle purchases, which are included in deferred revenue and are recognized as revenue upon shipment.

We expect deferred revenue for upfront styling fees, Freestyle orders, and Style Pass annual fees to be recognized within one year. On average, our gift card liability and other current liabilities are also recognized within one year.

The following table summarizes the balances of contractual liabilities included in deferred revenue, gift card liability, and other current liabilities as of the dates indicated:

10

(in thousands)	April 27, 2024		July 29, 2023
Deferred revenue:
Upfront styling fees	$	5,392	$	6,075
Style Pass annual fees	3,991		4,521
Freestyle orders	945		770
Total deferred revenue	$	10,328	$	11,366
Gift card liability	$	10,013	$	10,328
Other current liabilities:
Referral credits	$	494	$	362

The following table summarizes revenue recognized during the nine months ended April 27, 2024, that was previously included in deferred revenue, gift card liability, and other current liabilities at July 29, 2023:

(in thousands)	Revenue Recognized From Amounts Previously Included in Deferred Balances at July 29, 2023
Upfront styling fees	$	6,054
Style Pass annual fees	3,677
Freestyle orders	554
Gift card liability	1,838
Referral credits	116

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 one financial institution within the United States. Our cash balance held by this institution exceeds 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 nine months ended April 27, 2024 or April 29, 2023.

Recently Issued Accounting Pronouncements

In November 2023, the FASB issued Accounting Standards Update (“ASU”) No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07). This update is designed to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. This standard also enhances interim disclosure requirements and provides new segment disclosure requirements for entities with a single reportable segment. This standard is effective for us beginning in fiscal 2025 for the annual period, and the interim periods thereafter. We are currently evaluating the impact that this standard will have on our consolidated financial statements or related disclosures.

In December 2023, the FASB issued Accounting Standards Update ("ASU") No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). This update enhances the transparency and decision usefulness of income tax disclosures by improving the income tax disclosures primarily related to the rate reconciliation and income taxes paid information. The update also includes certain other amendments to improve the effectiveness of income tax disclosures. This standard is effective for us beginning in fiscal 2026 with early adoption permitted. We do not anticipate this standard to have a material impact on our consolidated financial statements or related disclosures.

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3.    Fair Value Measurements

Our financial instruments consist of cash, cash equivalents, investments, accounts payable, and accrued liabilities. At April 27, 2024 and July 29, 2023, the carrying values of cash, accounts receivable, accounts payable, and accrued liabilities approximated fair value due to their short-term nature. We measure our cash equivalents and investments at fair value within Level 1 or Level 2 of the fair value hierarchy because we value these investments using unadjusted, quoted market prices; or alternative pricing sources and models utilizing market observable inputs, respectively.

Our cash equivalents and investments accounted for as available-for-sale securities that were measured at fair value on a recurring basis as of April 27, 2024 and July 29, 2023 were as follows:

	April 27, 2024								July 29, 2023
(in thousands)	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Cash equivalents:
Money market funds	$	89,471	$	—	$	—	$	89,471	$	80,251	$	—	$	—	$	80,251
U.S. Treasury securities	4,389		—		—		4,389		—		—		—		—
Corporate bonds	—		4,559		—		4,559		—		—		—		—
Investments:
U.S. Treasury securities	7,458		—		—		7,458		7,226		—		—		7,226
Corporate bonds	—		40,540		—		40,540		—		10,935		—		10,935
Total	$	101,318	$	45,099	$	—	$	146,417	$	87,477	$	10,935	$	—	$	98,412

There were no transfers of financial assets or liabilities into or out of Level 1, Level 2, or Level 3 during the three and nine months ended April 27, 2024 or April 29, 2023.

The following table sets forth the amortized cost, gross unrealized losses, and fair values of our investments accounted for as available-for-sale securities as of April 27, 2024 and July 29, 2023:

	April 27, 2024						July 29, 2023
(in thousands)	Amortized Cost		Gross Unrealized Losses		Fair Value		Amortized Cost		Gross Unrealized Losses		Fair Value
Investments:
U.S. Treasury securities	$	7,463	$	(5)	$	7,458	$	7,266	$	(40)	$	7,226
Corporate bonds	40,603		(63)		40,540		11,069		(134)		10,935
Total	$	48,066	$	(68)	$	47,998	$	18,335	$	(174)	$	18,161

No significant available-for-sale securities held as of the periods presented have been in a continuous unrealized loss position for more than 12 months as of April 27, 2024.

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The fair value and gross unrealized losses for those investments that were in a continuous unrealized loss position as of July 29, 2023 were as follows:

	Less Than 12 Months				More Than 12 Months				Total
(in thousands)	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
Investments:
U.S. Treasury securities	$	265	$	(1)	$	6,961	$	(39)	$	7,226	$	(40)
Corporate bonds	—		—		10,935		(134)		10,935		(134)
Total	$	265	$	(1)	$	17,896	$	(173)	$	18,161	$	(174)

The total fair value of investments in a continuous unrealized loss and the related gross unrealized losses have both decreased since July 29, 2023, due to maturities and approaching maturities of our investments during the nine months ended April 27, 2024. We evaluate securities for expected credit losses on a quarterly basis with consideration given to the financial condition and near-term prospects of the issuer, whether we intend to sell the securities, and whether it is more likely than not that we will be required to sell the securities before recovery of their amortized cost basis. As of April 27, 2024, the losses on our available-for-sale securities were immaterial. We have the current intent and ability to retain these securities until maturity or recovery of the amortized cost basis. Therefore, expected credit losses as of April 27, 2024 were immaterial.

The fair values of available-for-sale securities by contractual maturity as of April 27, 2024 were as follows:

	April 27, 2024
(in thousands)	One Year or Less		Over One Year Through Five Years		Over Five Years		Total
Investments:
U.S. Treasury securities	$	7,458	$	—	$	—	$	7,458
Corporate bonds	40,540		—		—		40,540
Total	$	47,998	$	—	$	—	$	47,998

4.    Accrued Liabilities

Accrued liabilities consisted of the following:

(in thousands)	April 27, 2024		July 29, 2023
Compensation and related benefits	$	14,293	$	12,836
Advertising	5,391		6,625
Sales taxes	6,454		5,358
Shipping and freight	8,365		8,628
Accrued accounts payable	5,133		4,058
Inventory purchases	14,474		22,684
Sales refund reserve	7,629		6,509
Other	3,270		3,195
Total accrued liabilities	$	65,009	$	69,893

5.    Credit Facility

Prior to December 4, 2023, we were party to an amended and restated credit agreement, entered into June 2, 2021 and amended on July 29, 2022 (the “Amended Credit Agreement”) with Silicon Valley Bank, a division of First-Citizens Bank & Trust Company (successor by purchase to the Federal Deposit Insurance Corporation as Receiver for Silicon Valley Bridge Bank, N.A. (as successor of Silicon Valley Bank)), and other lenders, to provide a revolving line of credit of up to $100.0 million, including a letter of credit sub-facility in the aggregate amount of $30.0 million, and a swingline sub-facility in the aggregate amount of $40.0 million.

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On December 4, 2023, we entered into a first lien credit agreement with Citibank, N.A., as agent and lender, which provides for a $50.0 million revolving credit facility maturing on December 4, 2026 (the “2023 Credit Facility”). Upon entry into the 2023 Credit Facility, the Amended Credit Agreement was terminated. The 2023 Credit Facility includes a sub-facility that provides for the issuance of letters of credit in an amount of up to $30.0 million. Availability of the 2023 Credit Facility will be based upon a borrowing base formula and periodic borrowing base certifications valuing certain of our accounts receivable, credit card receivables, and inventory as reduced by certain reserves, if any. Our borrowing availability as of April 27, 2024 was $50.0 million, and our borrowing capacity was $29.4 million as a result of outstanding letters of credit, and no outstanding borrowing.

The 2023 Credit Facility is subject to customary fees for loan facilities of this type, including a commitment fee equal to 0.30% based on the average daily undrawn portion of the 2023 Credit Facility, payable quarterly.

The interest rate applicable to the 2023 Credit Facility will be, at our option, either (a) the Adjusted Term SOFR rate for the applicable interest period (subject to a 0.00% floor), plus a margin of 2.00% or (b) the Base Rate plus a margin of 2.00%. The Base Rate is the highest of (a) the federal funds rate plus 0.50%, (b) the Wall Street Journal prime rate and (c) the Adjusted Term SOFR rate for a one-month interest period plus 1.00%.

Debt under the 2023 Credit Facility is guaranteed by substantially all of our material domestic subsidiaries and is secured by substantially all of our and such subsidiaries’ assets. The 2023 Credit Facility contains affirmative and negative covenants, indemnification provisions, and events of default. The 2023 Credit Facility also contains financial covenants that require us to maintain a minimum liquidity level and, if applicable, a minimum total consolidated fixed charge coverage ratio during the periods set forth in the 2023 Credit Facility. As of April 27, 2024, we were in compliance with all financial covenants.

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 August 26, 2022, a class action lawsuit alleging violations of federal securities laws was filed by certain of our stockholders in the U.S. District Court for the Northern District of California, naming as defendants us and certain of our officers and directors. An amended complaint was filed on August 15, 2023. The lawsuit alleges 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 Freestyle offering between December 2020 and June 2022. The plaintiffs seek unspecified monetary damages and other relief. The Company filed a motion to dismiss on November 1, 2023. The plaintiffs filed an Opposition to Motion to Dismiss on December 22, 2023, and the Company filed a Reply in Support of Motion to Dismiss on February 6, 2024. A hearing on the Motion to Dismiss was held on April 18, 2024 and the Company is awaiting a decision. .On March 17, 2023, a derivative action was filed against certain former directors in the Court of Chancery for the State of Delaware, based on the same factual allegations underlying the securities class action. It seeks damages and restitution to be paid to the Company by the individual defendants, governance changes, and attorney’s fees and costs. The case is stayed pending resolution of the motion to dismiss in the securities class action. On May 24, 2024 another derivative action was filed, also in the Court of Chancery for the State of Delaware. It alleges claims based on the same allegations underlying the securities class action and seeks the disgorgement and redistribution of alleged insider trading profits by the insider trading defendants to stockholders, damages and restitution to be paid to the Company by the individual defendants, governance changes, and attorney’s fees and costs.

There have been no other material changes to our commitments and contingencies disclosed in our fiscal 2023 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 the condensed consolidated financial statements.

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7.    Accumulated Other Comprehensive Income (Loss)

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

	For the Three Months Ended
	April 27, 2024						April 29, 2023
(in thousands)	Available-for-sale Securities		Foreign Currency Translation		Total		Available-for-sale Securities		Foreign Currency Translation		Total
Beginning balance	$	(432)	$	—	$	(432)	$	(1,585)	$	(298)	$	(1,883)
Other comprehensive income (loss) before reclassifications (1)	(66)		—		(66)		605		519		1,124
Amounts reclassified from AOCI	—		—		—		127		—		127
Net change in AOCI	(66)		—		(66)		732		519		1,251
Ending balance	$	(498)	$	—	$	(498)	$	(853)	$	221	$	(632)
	For the Nine Months Ended
	April 27, 2024						April 29, 2023
(in thousands)	Available-for-sale Securities		Foreign Currency Translation		Total		Available-for-sale Securities		Foreign Currency Translation		Total
Beginning balance	$	(602)	$	1,129	$	527	$	(2,340)	$	(1,187)	$	(3,527)
Other comprehensive income (loss) before reclassifications (1)	104		(2,274)		(2,170)		1,342		1,408		2,750
Amounts reclassified from AOCI	—		—		—		145		—		145
Release of cumulative foreign currency translation adjustments associated with discontinued operations (2)	—		1,145		1,145		—		—		—
Net change in AOCI	104		(1,129)		(1,025)		1,487		1,408		2,895
Ending balance	$	(498)	$	—	$	(498)	$	(853)	$	221	$	(632)

(1) There was no associated income tax effect for losses on available-for-sale securities for the three and nine months ended April 27, 2024 or April 29, 2023, as we have recorded a valuation allowance against these deferred tax balances.

(2) During the first quarter of fiscal 2024, we ceased operations of our UK business and the accounting requirements for reporting the UK business as a discontinued operation were met. Accordingly, in the first quarter of fiscal 2024, we reclassified historical foreign currency translation losses, which were previously recognized in AOCI, from stockholders’ equity to loss from discontinued operations, net of income taxes in the condensed consolidated statements of operations and comprehensive loss. Refer to Note 2, “Summary of Significant Accounting Policies” and Note 12, “Discontinued Operations” for further details.

8.    Stock-Based Compensation

Stock Plans

2011 Equity Incentive Plan

In 2011, we adopted the 2011 Equity Incentive Plan (the “2011 Plan”). The 2011 Plan provided for the grant of stock-based awards to employees, directors, and non-employees 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 (“RSU”), restricted stock awards (“RSA”), and stock appreciation rights. Only incentive and nonqualified stock options were granted under the 2011 Plan. Employee stock option awards generally vested 25% on the first anniversary of the grant date with the remaining shares subject to the option vesting ratably over the next three years subject to the employee’s continued service with the Company. Options generally expire after 10 years. Effective upon our initial public offering in 2017, the 2011 Plan was replaced by the 2017 Incentive Plan.

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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 our 2011 Plan became reserved for issuance under the 2017 Plan. Our 2017 Plan provides for the grant of Class A incentive stock options to employees, including employees of our subsidiary, and for the grant of nonqualified stock options, stock appreciation rights, RSAs, RSU 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. Employee stock option awards generally begin to vest six months after the grant date with the remaining shares subject to the option vesting ratably over the next thirty months. Options generally expire after 10 years. RSU awards made to employees generally vest ratably on a quarterly basis subject to the employee’s continued service with the Company. As of April 27, 2024, the number of shares authorized for issuance under the 2017 Plan was 44,038,883 shares of Class A common stock, and the number of shares available for grant was 3,167,209.

2019 Inducement Plan

In October 2019, our Board of Directors adopted our 2019 Inducement Plan (the “2019 Plan”). Our 2019 Plan provides for the grant of Class A nonqualified stock options and RSU awards to individuals who satisfy the standards for inducement grants under the relevant Nasdaq Stock Market rules. As of April 27, 2024, the number of shares authorized for issuance under the 2019 Plan was 10,750,000 shares of Class A common stock and the number of shares available for grant was 630,725.

Stock Options

Stock option activity under the 2011 Plan, 2017 Plan, and 2019 Plan was as follows:

	Options Outstanding
	Number of Options	Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Life (in years)	Aggregate Intrinsic Value (in thousands)
Balance at July 29, 2023	8,106,110	$	7.06	8.78	$	4,770
Granted	4,191,676	3.37
Exercised	—	—
Cancelled	(1,275,986)	7.97
Balance at April 27, 2024	11,021,800	$	5.55	1.74	$	2

Restricted Stock Units

RSU award activity under the 2017 Plan and 2019 Plan was as follows:

	Unvested RSUs
	Class A Common Stock	Weighted- Average Grant Date Fair Value
Unvested at July 29, 2023	11,455,577	$	10.47
Granted	13,526,752	3.21
Vested	(6,718,464)	6.73
Forfeited	(6,045,683)	7.43
Unvested at April 27, 2024	12,218,182	$	6.00

Performance-Based Stock Awards

In fiscal 2023, the Company incurred stock-based compensation expense under compensation arrangements with certain of its employees under which the Company settled bonuses for a fixed dollar amount by issuing a variable number of restricted stock units. The awards had both service and performance conditions. During the first quarter of fiscal 2024, the Company issued 848,489 RSUs based on the Company’s trailing seven-day average share price, following the Company’s public release of fiscal 2023 financial results. Stock-based compensation expense for these awards was recorded in fiscal 2023.

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Stock-Based Compensation Expense

Stock-based compensation expense for options and RSUs granted to employees was $18.9 million and $59.9 million for the three and nine months ended April 27, 2024, and $22.0 million and $78.4 million for the three and nine months ended April 29, 2023. Stock-based compensation expense is included in selling, general, and administrative expenses in the condensed consolidated statements of operations and comprehensive loss.

As of April 27, 2024, the total unrecognized compensation expense related to unvested options and RSUs, net of estimated forfeitures, was $76.4 million, which we expect to recognize over an estimated weighted average period of 1.8 years. The weighted-average grant date fair value of options granted during the nine months ended April 27, 2024, was $2.09 per share. The weighted-average grant date fair value of options granted during the nine months ended April 29, 2023, was $2.93 per share.

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 option-pricing model with the following assumptions:

	For the Three Months Ended		For the Nine Months Ended
	April 27, 2024	April 29, 2023	April 27, 2024	April 29, 2023
Expected term (in years)	3.7 - 4.0	3.8 - 5.3	3.7 - 5.5	3.2 - 5.5
Volatility	79.9%	83.2%	77.3% - 79.9%	83.2% - 87.3%
Risk free interest rate	4.1%	3.6% - 3.8%	4.1% - 4.8%	3.6% - 4.4%
Dividend yield	—%	—%	—%	—%

9.    Income Taxes

The following table summarizes our effective tax rate from loss from continuing operations for the periods presented:

	For the Three Months Ended						For the Nine Months Ended
(in thousands)	April 27, 2024			April 29, 2023			April 27, 2024			April 29, 2023
Loss from continuing operations before income taxes	$	(21,847)		$	(18,289)		$	(82,636)		$	(129,567)
Provision for income taxes	170			132			508			450
Effective tax rate	(0.8)		%	(0.7)		%	(0.6)		%	(0.4)		%

Our continuing operations are subject to income taxes in the United States. Our effective tax rate for the three and nine months ended April 27, 2024 differs from the federal statutory income tax rate primarily due to the full valuation allowance recorded on our net federal and state deferred tax assets. The tax provision for the three and nine months ended April 27, 2024 is primarily comprised of state taxes.

Our effective tax rate for the three and nine months ended April 29, 2023 differed from the federal statutory income tax rate primarily due to the full valuation allowance recorded on our net federal and state deferred tax assets. The tax provision for the three and nine months ended April 29, 2023 is primarily comprised of state taxes.

10.    Net Loss Per Share from Continuing Operations Attributable to Common Stockholders and Common Stock

Basic and diluted loss per share from continuing operations attributable to common stockholders is presented in conformity with the two-class method required for participating securities: Class A and 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 vote per share and 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 of Class A common stock.

Basic net loss per share from continuing operations attributable to common stockholders is computed by dividing the net loss from continuing operations attributable to common stockholders by the weighted-average number of common shares outstanding during the period.

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For the calculation of diluted loss per share from continuing operations, net loss from continuing operations attributable to common stockholders for basic loss per share is adjusted by the effect of dilutive securities. Diluted net loss per share from continuing operations attributable to common stockholders is computed by dividing the net loss from continuing operations attributable to common stockholders by the weighted-average number of common shares outstanding, including all potentially dilutive common shares. In periods of loss, there are no potentially dilutive common shares to add to the weighted-average number of common shares outstanding. The undistributed losses are allocated based on the contractual participation rights of the Class A and Class B common shares as if the losses for the year have been distributed. As the liquidation and dividend rights are identical, the undistributed loss is allocated on a proportionate basis.

The table below presents a reconciliation of the numerator and denominator used in the calculation of basic and diluted loss per share from continuing operations attributable to Class A and Class B common stockholders:

	For the Three Months Ended				For the Nine Months Ended
(in thousands, except share and per share amounts)	April 27, 2024		April 29, 2023		April 27, 2024		April 29, 2023
Numerator:
Net loss from continuing operations attributable to Class A and Class B common stockholders	$	(22,017)	$	(18,421)	$	(83,144)	$	(130,017)
Denominator:
Weighted-average shares of common stock - basic	121,268,047		115,445,285		118,986,077		113,911,089
Weighted-average shares of common stock - diluted	121,268,047		115,445,285		118,986,077		113,911,089
Loss per share from continuing operations attributable to Class A and Class B common stockholders:
Basic	$	(0.18)	$	(0.16)	$	(0.70)	$	(1.14)
Diluted	$	(0.18)	$	(0.16)	$	(0.70)	$	(1.14)

As the Company has reported net loss from continuing operations for each of the periods presented, all potentially dilutive securities were considered antidilutive. The following common stock equivalents were excluded from the computation of diluted loss per share from continuing operations because their effect would have been antidilutive for the periods presented:

	For the Three Months Ended		For the Nine Months Ended
	April 27, 2024	April 29, 2023	April 27, 2024	April 29, 2023
Restricted stock units that settle into Class A common stock	12,218,182	13,455,495	12,218,182	13,455,495
Stock options to purchase Class A common stock	10,285,653	5,635,847	10,285,653	5,635,847
Stock options to purchase Class B common stock	736,147	833,677	736,147	833,677
Total	23,239,982	19,925,019	23,239,982	19,925,019

Share Repurchase Program

In January 2022, the Company’s Board of Directors authorized a share repurchase program to repurchase up to $150.0 million of our outstanding Class A common stock, with no expiration date (the “2022 Repurchase Program”). The actual timing, number, and value of shares repurchased in the future will be determined by the Company in its discretion and will depend on a number of factors, including market conditions, applicable legal requirements, our capital needs, and whether there is a better alternative use of capital.

We did not repurchase any shares during the nine months ended April 27, 2024 or April 29, 2023. As of April 27, 2024, $120.0 million remained available under the 2022 Repurchase Program authorization. Repurchases under the 2022 Repurchase Program during any given fiscal period will reduce the number of weighted-average common shares outstanding for the respective period.

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11.    Restructuring

In June 2022, we announced a restructuring plan (the “2022 Restructuring Plan”) to reduce our future fixed and variable operating costs and allow us to centralize key capabilities, strengthen decision-making to drive efficiencies, and ensure we are allocating resources to our most critical priorities.

In furtherance of and as an expansion of the 2022 Restructuring Plan, in January 2023, we implemented a plan of termination (“January 2023 Reduction in Force”). The January 2023 Reduction in Force reduced our then-current employee workforce by approximately 6%, including approximately 20% of our then-salaried positions. During fiscal 2023, we recorded an aggregate $36.4 million of restructuring charges related to this action, primarily consisting of severance and employee-related benefits; impairment related to a portion of our corporate office space; and accelerated depreciation expense related to assets at our Salt Lake City fulfillment center, which were not transferred to other fulfillment centers in our network and for which we did not have immediate plans to use.

In furtherance of and as an expansion of the 2022 Restructuring Plan, in June 2023, we announced the intended closures of our fulfillment centers in Bethlehem, Pennsylvania and Dallas, Texas (the “Bethlehem and Dallas Closures”). The Bethlehem, Pennsylvania location ceased operations during the three months ended October 28, 2023, and the Dallas, Texas location ceased operations in the three months ending April 27, 2024. During fiscal 2023, we recorded an aggregate $2.6 million related to this action, primarily consisting of severance and employee-related benefits, and accelerated depreciation expense and other restructuring costs. During the three and nine months ended April 27, 2024, we recorded $2.5 million and $16.5 million, respectively, of restructuring charges related to the Bethlehem and Dallas closures, primarily consisting of severance and employee-related benefits, and accelerated depreciation expense and other restructuring costs.

In furtherance of and as an expansion of the 2022 Restructuring Plan, in January 2024, we implemented an organization realignment that resulted in the further elimination of styling leadership and corporate positions. During the three and nine months ended April 27, 2024, we recorded $0.7 million and $2.9 million, respectively, related to this action, primarily consisting of severance and employee-related benefits.

In January 2024, we revised our compensation model for full-time stylists to move to a part-time only model, whereby stylists who will opt to continue with the Company will be paid one-time restructuring bonuses over the next three quarters to continue to serve the Company. During the three and nine months ended April 27, 2024, we recorded $1.7 million, respectively, related to this action, primarily consisting of severance and employee-related benefits.

The components of total restructuring charges were as follows:

	For the Three Months Ended				For the Nine Months Ended
(in thousands)	April 27, 2024		April 29, 2023		April 27, 2024		April 29, 2023
Cash restructuring charges:
Severance and employee-related benefits	$	2,834	$	224	$	9,123	$	16,722
Other	499		510		2,304		645
Non-cash restructuring charges:
Asset impairments (2)	—		—		—		16,874
Accelerated depreciation	1,493		—		8,830		1,755
Other	—		925		913		1,157
Total restructuring (1)	$	4,826	$	1,659	$	21,170	$	37,153

(1) Recorded in selling, general, and administrative expenses on the condensed consolidated statements of operations and comprehensive loss.

(2) Includes impairments of both operating lease right-of-use assets and property and equipment.

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The following table provides the changes in the Company’s restructuring related liabilities, which are included within accounts payable and accrued liabilities on the condensed consolidated balance sheets:

(in thousands)	Severance and Employee Related Benefits and Other
Balance at July 29, 2023	$	1,923
Charges incurred	11,427
Cash payments	(11,403)
Balance at April 27, 2024	$	1,947

Related to the 2022 Restructuring Plan and stylist compensation restructuring, we estimate we will incur between $1.0 million and $1.5 million of additional cash restructuring charges over the next two fiscal quarters, with substantially all of the cash payments to be completed by the end of the first quarter of fiscal 2025.

12.    Discontinued Operations

In June 2023, we announced that we would enter a consultation period, in accordance with UK law, to explore exiting the market in the UK. During the first quarter of fiscal 2024, we ceased operations of our UK business and the accounting requirements for reporting the UK business as a discontinued operation were met. As a result, the UK business is presented in the accompanying condensed financial statements as a discontinued operation for all periods presented.

Cash from our UK business is recorded as continuing operations on the condensed consolidated balance sheets, as any cash remaining after the settlement of outstanding liabilities related to the UK business is expected to be repatriated into the U.S.

The following table summarizes the major classes of assets and liabilities of discontinued operations, which are summarized separately in the condensed consolidated balance sheets:

(in thousands)	April 27, 2024		July 29, 2023
Inventory, net	$	—	$	6,628
Prepaid expenses and other current assets	864		2,995
Current assets, discontinued operations	864		9,623
Operating lease right-of-use assets	—		1,565
Other long-term assets	294		481
Long-term assets, discontinued operations	294		2,046
Total assets, discontinued operations	$	1,158	$	11,669
Accounts payable	$	—	$	2,586
Operating lease liabilities	—		1,132
Accrued liabilities	138		8,903
Other current liabilities	—		161
Current liabilities, discontinued operations	138		12,782
Total liabilities, discontinued operations	$	138	$	12,782

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The key components of loss from discontinued operations were as follows:

	For the Three Months Ended				For the Nine Months Ended
(in thousands)	April 27, 2024		April 29, 2023		April 27, 2024		April 29, 2023
Revenue, net	$	—	$	11,495	$	9,382	$	34,843
Cost of goods sold	(482)		7,268		6,792		20,803
Gross profit	482		4,227		2,590		14,040
Selling, general, and administrative expenses	(110)		8,456		11,525		28,290
Operating income (loss)	592		(4,229)		(8,935)		(14,250)
Interest income	—		176		187		274
Other income (expense), net (1)	299		891		(284)		1,098
Income (loss) before income taxes	891		(3,162)		(9,032)		(12,878)
Provision (benefit) for income taxes	202		242		166		419
Income (loss) from discontinued operations, net of income taxes	$	689	$	(3,404)	$	(9,198)	$	(13,297)

(1) For the nine months ended April 27, 2024, Other income (expense), net includes the loss from the release of historical foreign currency translation adjustments related to the exit of the UK business in the first quarter of fiscal 2024, Refer to Note 2, “Summary of Significant Accounting Policies” for further details.

During fiscal 2023, we recorded an aggregate $4.7 million of expenses related to the exit and wind down of the UK business, primarily consisting of losses from firm purchase commitments for future receipts of inventory, inventory write-downs to net realizable value, and fixed asset impairment charges. These charges were recorded in both cost of goods sold and selling, general, and administrative expenses from discontinued operations.

During the three and nine months ended April 27, 2024, we recorded an immaterial amount and $5.2 million of expense associated with the exit of the UK business, which consisted primarily of severance and employee-related benefits, and early contract termination charges. These charges were recorded in selling, general, and administrative expenses from discontinued operations. We expect future expenses associated with the exit of the UK business to be immaterial.

13.    Subsequent Event

In the fourth quarter of fiscal 2024, we reviewed our right-of-use lease asset associated with our San Francisco headquarters for impairment due to our intended change in use of the space. Based on the preliminary analysis completed to date, we expect to record a non-cash impairment charge in the range of $15 million to $20 million during the three months ending August 3, 2024 to reduce the carrying value of the operating lease right-of-use asset to its estimated fair market value.

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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 and our Annual Report on Form 10-K (the “2023 Annual Report”) for the year ended July 29, 2023, filed with the Securities and Exchange Commission on September 20, 2023. We use a 52- or 53-week fiscal year, with our fiscal year ending on the Saturday that is closest to July 31 of that year. The fiscal year ending August 3, 2024 (“fiscal 2024”) consists of 53 weeks, and the fiscal year ended July 29, 2023 (“fiscal 2023”) consisted of 52 weeks. 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. Forward-looking statements 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 are based on the beliefs and assumptions of our management, which are in turn based on information currently available to management. Such forward-looking statements are subject to risks, uncertainties, and other important factors that could cause actual results and the timing of certain events to differ materially from future results expressed or implied by such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in the section titled “Risk Factors” included under Part II, Item 1A below. Furthermore, such forward-looking statements speak only as of the date of this Quarterly Report. Except as required by law, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date of such statements.

Business Overview

Since our founding in 2011, we have helped millions of women, men, and kids discover and buy what they love through personalized shipments of apparel, shoes, and accessories. Currently, clients can engage with us in one of two ways that, combined, form an ecosystem of personalized experiences across styling, shopping, and inspiration: (1) by receiving a personalized shipment of items informed by our algorithms and sent by a Stitch Fix stylist (a “Fix”); or (2) by purchasing directly from our website or mobile app based on a personalized assortment of outfit and item recommendations (“Freestyle”). For a Fix, clients can choose to schedule automatic shipments or order on demand after they fill out a style profile on our website or mobile app. After receiving a Fix, our clients purchase the items they want to keep and return the other items, if any. Freestyle utilizes our algorithms to recommend a personalized assortment of outfits and items that will update throughout the day and will continue to evolve as we learn more about the client.

Discontinued Operations

During the first quarter of fiscal 2024, we ceased operations of our UK business and the accounting requirements for reporting the UK business as a discontinued operation were met. Accordingly, any discussion of historical information in Management’s Discussion and Analysis below reflect the results of the UK business as a discontinued operation, and, amounts and disclosures below relate to the Company's continuing operations for all periods presented, unless otherwise noted. Refer to Note 12, “Discontinued Operations” within the Notes to the Condensed Consolidated Financial Statements included in Item 1 of this Quarterly Report for further details.

Financial Overview

For the three and nine months ended April 27, 2024, we reported $322.7 million and $1,017.9 million in net revenue, representing a year-over-year decline of 15.8% and 17.1%, respectively, compared to the three and nine months ended April 29, 2023. As of April 27, 2024 and April 29, 2023, we had 2,633,000 and 3,288,000 active clients, respectively, representing a year-over-year decline of 19.9%.

During the three and nine months ended April 27, 2024, we experienced a decline in net revenue year-over-year primarily due to our challenges in acquiring and retaining clients. We expect these challenges in acquiring and retaining active clients to continue having a negative compounding effect on net revenue throughout the remainder of fiscal 2024 and into fiscal 2025.

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We remain focused on retaining current clients, improving the conversion of new clients, and enhancing our overall client experience for new and existing clients.

Net loss from continuing operations for the three and nine months ended April 27, 2024 was $22.0 million and $83.1 million, compared to a net loss from continuing operations of $18.4 million and $130.0 million for the three and nine months ended April 29, 2023.

For more information on the components of net loss from continuing operations for the three and nine months ended April 27, 2024, refer to the section titled “Results of Operations” below.

Restructuring

During the three and nine months ended April 27, 2024, in furtherance of and as an expansion of the restructuring plan announced in June 2022 (the “2022 Restructuring Plan”), we recorded $4.8 million and $21.2 million of additional restructuring charges. Related to the 2022 Restructuring Plan and stylist compensation restructuring, we estimate we will incur between $1.0 million and $1.5 million of additional cash restructuring charges in the next two fiscal quarters, with substantially all of the cash payments to be completed by the end of the first quarter of fiscal 2025.

Refer to Note 11, “Restructuring” within the Notes to the Condensed Consolidated Financial Statements included in Item 1 of this Quarterly Report for further details of restructuring actions taken.

Additionally, in the fourth quarter of fiscal 2024, we reviewed our right-of-use lease asset associated with our San Francisco headquarters for impairment due to our intended change in use of the space. Based on the preliminary analysis completed to date, we expect to record a non-cash impairment charge in the range of $15 million to $20 million during the three months ending August 3, 2024 to reduce the carrying value of the operating lease right-of-use asset to its estimated fair market value.

We are continuing to evaluate other fixed and variable operating costs, including further rationalizing our real estate footprint and continuing to optimize and be disciplined in our marketing strategy to better position ourselves for profitability. However, our future results of operations will depend on our ability to successfully navigate current business challenges and the overall macroeconomic environment.

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 (“GAAP”). However, management believes that certain non-GAAP financial measures provide users of our financial information with additional useful information in evaluating our performance. We believe that adjusted EBITDA from continuing operations (“Adjusted EBITDA”) is frequently used by investors and securities analysts in their evaluations of companies, and that this supplemental measure facilitates comparisons between continuing operations of companies. We believe free cash flow from continuing operations (“Free Cash Flow”) is an important metric because it represents a measure of how much cash from continuing 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.

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:

•Adjusted EBITDA excludes interest income and net other (income) expense as these items are not components of our core business;

•Adjusted EBITDA does not reflect our provision for income taxes, which may increase or decrease cash available to us;

•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;

•Adjusted EBITDA excludes costs incurred related to discrete restructuring plans and other one-time costs attributable to our continuing operations that are fundamentally different in strategic nature and frequency from ongoing initiatives. We believe exclusion of these items facilitates a more consistent comparison of operating performance over time, however these costs do include cash outflows; and

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•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 loss from continuing operations excluding interest income, net other (income) expense, provision for income taxes, depreciation and amortization, stock-based compensation expense, and restructuring and other one-time costs related to our continuing operations. The following table presents a reconciliation of net loss from continuing operations, the most comparable GAAP financial measure, to Adjusted EBITDA for each of the periods presented:

	For the Three Months Ended				For the Nine Months Ended
(in thousands)	April 27, 2024		April 29, 2023		April 27, 2024		April 29, 2023
Net loss from continuing operations	$	(22,017)	$	(18,421)	$	(83,144)	$	(130,017)
Add (deduct):
Interest income	(3,002)		(2,434)		(7,923)		(3,814)
Other (income) expense, net	9		203		(980)		1,043
Provision for income taxes	170		132		508		450
Depreciation and amortization (1)	8,443		9,654		27,283		28,742
Stock-based compensation expense	18,944		22,032		59,911		78,423
Restructuring and other one-time costs (2)	4,134		2,080		24,103		42,977
Adjusted EBITDA	$	6,681	$	13,246	$	19,758	$	17,804

(1) For the three and nine months ended April 27, 2024, depreciation and amortization excluded $1.6 million and $9.2 million reflected in “Restructuring and other one-time costs.” For the nine months ended April 29, 2023, depreciation and amortization excluded $1.8 million reflected in “Restructuring and other one-time costs.”

(2) Restructuring and other one-time costs include restructuring charges as described in Note 11, “Restructuring” in the Notes to the Condensed Consolidated Financial Statements in Item 1, as well as one-time professional service fees and retention bonuses for continuing employees.

Free Cash Flow

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