Blue Apron’s mission is to make incredible home cooking accessible to everyone. Launched in 2012, Blue Apron is reimagining the way that food is produced, distributed, and consumed, and as a result, building a better food system that benefits consumers, food producers, and the planet. The company has developed an integrated ecosystem that enables the company to work in a direct, coordinated manner with farmers and artisans to deliver high-quality products to customers nationwide at compelling values.
We have a limited operating history and a novel business model, which make it difficult to evaluate our future prospects and the risks and challenges we may encounter.
We have a history of losses, and we may be unable to achieve or sustain profitability.
If we fail to retain our existing customers, cost‑effectively acquire new customers, or increase the number of customers we serve, or if we fail to derive profitable revenue from our customers, our business could be materially adversely affected.
If we fail to resume revenue growth or to effectively manage our revenue or any future growth, our business could be materially adversely affected.
We are in the process of implementing significant reorganization activities in our business, including the recently announced transfer of production volume between our fulfillment operations and a recent reduction of the size of our organization. These and other reorganization activities could have long-term adverse effects on our business, including additional attrition in personnel and the failure to achieve the anticipated benefits and savings from these activities.
We may require additional capital to fund our existing operations or any future expansion of our business, and our inability to obtain such capital, or to adequately manage our existing capital resources, could materially adversely affect our business, financial condition and operating results.
The amount of our indebtedness could materially adversely affect our business, financial condition and operating results and prevent us from fulfilling our debt-related obligations. Furthermore, restrictive covenants in our revolving credit facility may limit our ability to pursue our business strategies, and the failure to comply with such restrictions could materially adversely affect our business.
Food safety and food‑borne illness incidents or advertising or product mislabeling may materially adversely affect our business by exposing us to lawsuits, product recalls or regulatory enforcement actions, increasing our operating costs and reducing demand for our product offerings.
Our business depends on a strong and trusted brand, and any failure to maintain, protect or enhance our brand, including as a result of events outside our control, could materially adversely affect our business.
Changes in consumer tastes and preferences or in consumer spending and other economic or financial market conditions could materially adversely affect our business.
If we fail to successfully improve our customer experience, including by developing new product offerings and enhancing our existing product offerings, our ability to retain existing customers and attract new customers, and our business, financial condition and operating results, may be materially adversely affected.
If we lose key management or fail to meet our need for qualified employees with specialized skills, our business, financial condition and operating results could be materially adversely affected.
Increased competition presents an ongoing threat to the success of our business.
Changes in food costs and availability could materially adversely affect our business.
If we do not successfully maintain, operate and optimize our fulfillment centers and logistics channels, including by expanding our use of automation, and manage our ongoing real property and operational needs, our business, financial condition and operating results could be materially adversely affected.
Our ability to source quality ingredients and other products is critical to our business, and any disruption to our supply or supply chain could materially adversely affect our business.
The reliable and cost‑effective storage, transport and delivery of ingredients and other products and our product offerings is critical to our business, and any interruptions, delays or failures could materially adversely affect our reputation, business, financial condition and operating results.
Any failure to adequately store, maintain and deliver quality perishable foods could materially adversely affect our business, financial condition and operating results.
Our past revenue growth masked seasonal fluctuations in our operating results. As our revenue declines or if it begins to increase at a more moderate rate, or as seasonal patterns become more pronounced, seasonality could have a material impact on our results.
We rely on our proprietary technology and data to forecast customer demand and to manage our supply chain, and any failure of this technology could materially adversely affect our business, financial condition and operating results.
The termination of, or material changes to, our relationships with key suppliers or vendors could materially adversely affect our business, financial condition and operating results.
Higher labor costs due to statutory and regulatory changes could materially adversely affect our business, financial condition and operating results.
Unionization activities may disrupt our operations and adversely affect our profitability.
Disruptions in our data and information systems could harm our reputation and our ability to run our business.
Our business is subject to data security risks, including security breaches.
We are subject to risks associated with payments to us from our customers and other third parties, including risks associated with fraud.
Our results could be adversely affected by natural disasters, public health crises, political crises or other catastrophic events.
We may be unsuccessful in making, integrating and maintaining acquisitions, joint ventures, partnerships and strategic investments.
Failure to establish and maintain effective internal controls in accordance with Section 404 of the Sarbanes‑Oxley Act could have a material adverse effect on our business and stock price.
The elimination of LIBOR could adversely affect our business, results of operations or financial condition.
We may be accused of infringing or violating the intellectual property rights of others.
We may not be able to adequately protect our intellectual property rights.
We are subject to extensive governmental regulations, which require significant expenditures and ongoing compliance efforts.
Even inadvertent, non‑negligent or unknowing violations of federal, state or local regulatory requirements could expose us to adverse governmental action and materially adversely affect our business, financial condition and operating results.
Changes to law, regulation or policy applicable to foods could leave us vulnerable to adverse governmental action and materially adversely affect our business, financial condition and operating results.
Our facilities and operations are governed by numerous and sometimes conflicting registration, licensing and reporting requirements.
Good manufacturing process standards and food safety compliance metrics are complex, highly subjective and selectively enforced.
Packaging, labeling and advertising requirements are subject to varied interpretation and selective enforcement.
If we do not comply with the specialized regulations and laws that regulate the alcoholic beverage industry, our business could be materially adversely affected.
Government regulation of the Internet, e‑commerce and other aspects of our business is evolving, and we may experience unfavorable changes in or failure to comply with existing or future regulations and laws.
Failure to comply with privacy‑related obligations, including federal and state privacy laws and regulations and other legal obligations, or the expansion of current or the enactment of new privacy‑related obligations could materially adversely affect our business.
If government regulations relating to the Internet or other areas of our business change, we may need to alter the manner in which we conduct our business, or incur greater operating expenses, which could materially adversely affect our business.
Our failure to collect state or local sales, use or other similar taxes could result in substantial tax liabilities, including for past sales, as well as penalties and interest, and our business could be materially adversely affected.
Changes in tax treatment of companies engaged in e‑commerce could materially adversely affect the commercial use of our sites and our business, financial condition and operating results.
Our ability to use our net operating losses to offset future taxable income may be subject to certain limitations which could subject our business to higher tax liability.
The market price of our Class A common stock has been and may continue to be volatile, which could result in substantial losses for investors purchasing our shares.
Our quarterly operating results or other operating metrics may fluctuate significantly, which could cause the trading price of our Class A common stock to decline.
If securities or industry analysts cease publishing research or reports about us, our business or our market, or if they publish negative evaluations of our stock or the stock of other companies in our industry, the price of our stock and trading volume could decline.
Because we do not expect to pay any dividends on our Class A common stock for the foreseeable future, investors may never receive a return on their investment.
Our tri‑class capital structure has the effect of concentrating voting control with our chairman, Matthew B. Salzberg, and the other holders of Class B common stock. This structure will limit or preclude your ability to influence corporate matters, including a change of control, and might affect the market price of our Class A common stock.
Substantial sales of shares of our Class A common stock could cause the market price of our Class A common stock to decline.
The exclusion of our Class A common stock from major stock indexes could adversely affect the trading market and price of our Class A common stock.
We must remain in compliance with the New York Stock Exchange’s requirements for the continued listing of our Class A common stock on the exchange.
Anti‑takeover provisions in our restated certificate of incorporation and our amended and restated bylaws, as well as provisions of Delaware law, might discourage, delay or prevent a change in control of our company or changes in our management and, therefore, depress the trading price of our Class A common stock.
Our restated certificate provides that the Court of Chancery of the State of Delaware is the sole and exclusive forum for substantially all disputes between us and our stockholders. Our restated certificate of incorporation further provides that the federal district courts of the United States of the America are the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. These choice of forum provisions could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.
Our management team has limited experience managing a public company.
The requirements of being a public company may strain our resources, divert management’s attention and affect our ability to attract and retain qualified board members.
We are an “emerging growth company,” and the reduced disclosure requirements applicable to emerging growth companies may make our Class A common stock less attractive to investors.
Blue Apron creates incredible experiences. Founded in 2012, we are building a consumer lifestyle brand that symbolizes the emotional human connections that are formed through the cooking experiences we create.
Our core product is the meal experience we help our customers create. These experiences extend from discovering new recipes, ingredients, and cooking techniques to preparing meals with families and loved ones to sharing photos and stories of culinary triumphs. Central to these experiences are the original recipes we design and send along with fresh, seasonal ingredients directly to our customers. We do this by employing technology and expertise across many disciplines – demand planning, recipe creation, recipe merchandising, and marketing – to drive our end-to-end value chain. We offer our customers two flexible plans—our 2‑Serving Plan and our Family Plan. We also sell wine, which can be paired with our meals, through Blue Apron Wine, our direct‑to‑consumer wine delivery service. Through Blue Apron Market, our e‑commerce marketplace, we sell a curated selection of cooking tools, utensils, and pantry items, which are tested and recommended by our culinary team.