Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2023 | Jul. 31, 2023 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-38134 | |
Entity Registrant Name | Blue Apron Holdings, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 81-4777373 | |
Entity Address, Address Line One | 28 Liberty Street | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10005 | |
City Area Code | 347 | |
Local Phone Number | 719-4312 | |
Title of 12(b) Security | Class A Common Stock, $0.0001 par value per share | |
Trading Symbol | APRN | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q2 | |
Entity Central Index Key | 0001701114 | |
Amendment Flag | false | |
Common Class A | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 6,389,337 | |
Class B Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 0 | |
Class C Capital Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 0 |
Consolidated Balance Sheets
Consolidated Balance Sheets $ in Thousands | Jun. 30, 2023 USD ($) | Dec. 31, 2022 USD ($) |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 30,027 | $ 33,476 |
Accounts receivable, net | 89 | 556 |
Inventories, net | 2,289 | 25,023 |
Seller note receivable, net | 3,118 | 0 |
Prepaid expenses and other current assets | 15,655 | 17,657 |
Total current assets | 51,178 | 76,712 |
Property and equipment, net | 5,545 | 57,186 |
Operating lease right-of-use assets | 28,470 | 32,340 |
Other noncurrent assets | 1,723 | 4,904 |
TOTAL ASSETS | 86,916 | 171,142 |
CURRENT LIABILITIES: | ||
Accrued expenses and other current liabilities | 21,822 | 27,077 |
Current portion of long-term debt | 0 | 27,512 |
Operating lease liabilities, current | 9,436 | 8,650 |
Deferred revenue | 16,022 | 19,083 |
Total current liabilities | 77,313 | 104,031 |
Operating lease liabilities, long-term | 18,854 | 23,699 |
Other noncurrent liabilities | 6,949 | 7,191 |
TOTAL LIABILITIES | 103,116 | 137,421 |
Commitments and contingencies (Note 13) | ||
STOCKHOLDERS’ EQUITY: | ||
Additional paid-in capital | 839,557 | 810,512 |
Accumulated deficit | (855,758) | (776,792) |
TOTAL STOCKHOLDERS’ EQUITY | (16,200) | 33,721 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | 86,916 | 171,142 |
Nonrelated Party | ||
CURRENT LIABILITIES: | ||
Accounts payable | 30,033 | 18,709 |
Related Party | ||
CURRENT LIABILITIES: | ||
Accounts payable | 0 | 3,000 |
Related party payables | 0 | 2,500 |
Class A Common Stock | ||
STOCKHOLDERS’ EQUITY: | ||
Common stock | 1 | 1 |
Class B Common Stock | ||
STOCKHOLDERS’ EQUITY: | ||
Common stock | 0 | 0 |
Class C Capital Stock | ||
STOCKHOLDERS’ EQUITY: | ||
Common stock | $ 0 | $ 0 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 |
Common Class A | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, authorized (in shares) | 1,500,000,000 | 1,500,000,000 |
Common stock, issued (in shares) | 6,377,956 | 4,408,495 |
Common stock, outstanding (in shares) | 6,377,956 | 4,408,495 |
Class B Common Stock | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, authorized (in shares) | 175,000,000 | 175,000,000 |
Common stock, issued (in shares) | 0 | 0 |
Common stock, outstanding (in shares) | 0 | 0 |
Class C Capital Stock | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, authorized (in shares) | 500,000,000 | 500,000,000 |
Common stock, issued (in shares) | 0 | 0 |
Common stock, outstanding (in shares) | 0 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 USD ($) $ / shares shares | Jun. 30, 2022 USD ($) $ / shares shares | Jun. 30, 2023 USD ($) $ / shares shares | Jun. 30, 2022 USD ($) $ / shares shares | |
Income Statement [Abstract] | ||||
Net revenue | $ 106,229 | $ 124,237 | $ 219,309 | $ 241,988 |
Operating expenses: | ||||
Cost of goods sold, excluding depreciation and amortization | 66,001 | 81,158 | 138,614 | 160,648 |
Marketing | 9,357 | 21,776 | 24,084 | 49,690 |
Product, technology, general and administrative | 34,441 | 39,185 | 70,165 | 83,139 |
Depreciation and amortization | 3,180 | 5,593 | 7,402 | 11,126 |
Other operating expense | 5,846 | 0 | 5,846 | 0 |
Total operating expenses | 118,825 | 147,712 | 246,111 | 304,603 |
Income (loss) from operations | (12,596) | (23,475) | (26,802) | (62,615) |
Gain (loss) on extinguishment of debt | 0 | 650 | (1,850) | 650 |
Gain (loss) on transaction | (48,554) | 0 | (48,554) | 0 |
Interest income (expense), net | (774) | (834) | (1,747) | (2,003) |
Other income (expense), net | 0 | 387 | 0 | 2,033 |
Income (loss) before income taxes | (61,924) | (23,272) | (78,953) | (61,935) |
Benefit (provision) for income taxes | (6) | (54) | (13) | (65) |
Net income (loss) | $ (61,930) | $ (23,326) | $ (78,966) | $ (62,000) |
Net income (loss) per share attributable to Class A and Class B common stockholders: | ||||
Basic (in dollars per share) | $ / shares | $ (9.52) | $ (8.22) | $ (13.11) | $ (22.42) |
Diluted (in dollars per share) | $ / shares | $ (9.52) | $ (8.22) | $ (13.11) | $ (22.42) |
Weighted-average shares used to compute net income (loss) per share attributable to Class A and Class B common stockholders: | ||||
Basic (in shares) | shares | 6,506,610 | 2,839,475 | 6,024,122 | 2,765,499 |
Diluted (in shares) | shares | 6,506,610 | 2,839,475 | 6,024,122 | 2,765,499 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Private Placement | Cumulative Effect, Period of Adoption, Adjustment | Common Class A | Common Stock Common Class A | Common Stock Common Class A Private Placement | Additional Paid-In Capital | Additional Paid-In Capital Private Placement | Accumulated Deficit | Accumulated Deficit Cumulative Effect, Period of Adoption, Adjustment |
Beginning balance (in shares) at Dec. 31, 2021 | 2,641,200 | |||||||||
Beginning balance at Dec. 31, 2021 | $ 80,053 | $ (545) | $ 0 | $ 746,567 | $ (666,514) | $ (545) | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Issuance of common stock upon exercise of stock options and vesting of restricted stock, net of tax withholdings (in shares) | 10,082 | |||||||||
Issuance of common stock upon exercise of warrants (in shares) | 40,671 | |||||||||
Issuance of common stock upon exercise of warrants | 4,096 | 4,096 | ||||||||
Issuance of common stock from equity offerings, net of issuance costs (in shares) | 29,762 | |||||||||
Issuance of common stock from equity offerings, net of issuance costs | $ 4,809 | $ 4,809 | ||||||||
Share-based compensation | 2,233 | 2,233 | ||||||||
Net income (loss) | (38,674) | (38,674) | ||||||||
Ending balance (in shares) at Mar. 31, 2022 | 2,721,715 | |||||||||
Ending balance at Mar. 31, 2022 | 51,972 | $ 0 | 757,705 | (705,733) | ||||||
Beginning balance (in shares) at Dec. 31, 2021 | 2,641,200 | |||||||||
Beginning balance at Dec. 31, 2021 | 80,053 | $ (545) | $ 0 | 746,567 | (666,514) | $ (545) | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net income (loss) | (62,000) | |||||||||
Ending balance (in shares) at Jun. 30, 2022 | 2,899,644 | |||||||||
Ending balance at Jun. 30, 2022 | 51,425 | $ 0 | 780,484 | (729,059) | ||||||
Beginning balance (in shares) at Mar. 31, 2022 | 2,721,715 | |||||||||
Beginning balance at Mar. 31, 2022 | 51,972 | $ 0 | 757,705 | (705,733) | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Issuance of common stock upon exercise of stock options and vesting of restricted stock, net of tax withholdings (in shares) | 15,957 | |||||||||
Issuance of common stock upon exercise of warrants (in shares) | 19,611 | |||||||||
Issuance of common stock upon exercise of warrants | 953 | 953 | ||||||||
Issuance of common stock from equity offerings, net of issuance costs (in shares) | 142,361 | |||||||||
Issuance of common stock from equity offerings, net of issuance costs | $ 20,027 | $ 20,027 | ||||||||
Share-based compensation | 1,799 | 1,799 | ||||||||
Net income (loss) | (23,326) | (23,326) | ||||||||
Ending balance (in shares) at Jun. 30, 2022 | 2,899,644 | |||||||||
Ending balance at Jun. 30, 2022 | 51,425 | $ 0 | 780,484 | (729,059) | ||||||
Beginning balance (in shares) at Dec. 31, 2022 | 4,408,495 | 4,408,495 | ||||||||
Beginning balance at Dec. 31, 2022 | 33,721 | $ 1 | 810,512 | (776,792) | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Issuance of common stock upon exercise of stock options and vesting of restricted stock, net of tax withholdings (in shares) | 12,068 | |||||||||
Issuance of common stock from equity offerings, net of issuance costs (in shares) | 1,390,711 | |||||||||
Issuance of common stock from equity offerings, net of issuance costs | 16,471 | 16,471 | ||||||||
Share-based compensation | 1,355 | 1,355 | ||||||||
Net income (loss) | (17,036) | (17,036) | ||||||||
Ending balance (in shares) at Mar. 31, 2023 | 5,811,274 | |||||||||
Ending balance at Mar. 31, 2023 | 34,511 | $ 1 | 828,338 | (793,828) | ||||||
Beginning balance (in shares) at Dec. 31, 2022 | 4,408,495 | 4,408,495 | ||||||||
Beginning balance at Dec. 31, 2022 | 33,721 | $ 1 | 810,512 | (776,792) | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net income (loss) | (78,966) | |||||||||
Ending balance (in shares) at Jun. 30, 2023 | 6,377,956 | 6,377,956 | ||||||||
Ending balance at Jun. 30, 2023 | (16,200) | $ 1 | 839,557 | (855,758) | ||||||
Beginning balance (in shares) at Mar. 31, 2023 | 5,811,274 | |||||||||
Beginning balance at Mar. 31, 2023 | 34,511 | $ 1 | 828,338 | (793,828) | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Issuance of common stock upon exercise of stock options and vesting of restricted stock, net of tax withholdings (in shares) | 21,438 | |||||||||
Issuance of common stock from equity offerings, net of issuance costs (in shares) | 545,244 | |||||||||
Issuance of common stock from equity offerings, net of issuance costs | 3,432 | 3,432 | ||||||||
Share-based compensation | 1,009 | 1,009 | ||||||||
Issuance of warrant | 6,778 | 6,778 | ||||||||
Net income (loss) | (61,930) | (61,930) | ||||||||
Ending balance (in shares) at Jun. 30, 2023 | 6,377,956 | 6,377,956 | ||||||||
Ending balance at Jun. 30, 2023 | $ (16,200) | $ 1 | $ 839,557 | $ (855,758) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income (loss) | $ (78,966) | $ (62,000) |
Adjustments to reconcile net income (loss) to net cash from (used in) operating activities: | ||
Depreciation and amortization of property and equipment | 7,402 | 11,126 |
Loss (gain) on disposal of property and equipment | 0 | 135 |
Impairment Loss | 1,662 | 0 |
Loss (gain) on extinguishment of debt | 1,850 | (650) |
Loss (gain) on derecognition of warrant obligation | 0 | (214) |
Gain (loss) on transaction | 48,554 | 0 |
Changes in fair value of warrant obligation | 0 | (1,819) |
Changes in reserves and allowances | 169 | 66 |
Share-based compensation | 2,246 | 4,039 |
Non-cash interest expense | 838 | 450 |
Changes in operating assets and liabilities: | ||
Inventories | (2,365) | (3,907) |
Prepaid expenses and other current assets | 1,849 | (3,712) |
Operating lease right-of-use assets | 3,040 | 3,561 |
Accounts payable | 11,162 | 12,632 |
Current portion of related party payables | (5,500) | 6,000 |
Accrued expenses and other current liabilities | (3,963) | (3,708) |
Operating lease liabilities | (3,226) | (4,020) |
Deferred revenue | (3,061) | 5,350 |
Increase (Decrease) In Accounts Payable, Non-Current | 0 | 3,000 |
Other noncurrent assets and liabilities | 3,166 | (3,458) |
Net cash from (used in) operating activities | (14,676) | (47,172) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Net proceeds from transaction | 23,558 | 0 |
Purchases of property and equipment | (2,232) | (2,985) |
Proceeds from sale of property and equipment | 114 | 111 |
Net cash from (used in) investing activities | 21,440 | (2,874) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Net proceeds from equity and warrant issuances | 20,354 | 25,500 |
Net proceeds from debt issuance | 0 | 28,200 |
Repayments of debt | (30,000) | (30,625) |
Payments of debt and equity issuance costs | (533) | (1,143) |
Principal payments on financing lease obligations | (73) | (17) |
Net cash from (used in) financing activities | (10,252) | 21,915 |
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH | (3,488) | (28,131) |
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH — Beginning of period | 34,656 | 83,597 |
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH — End of period | 31,168 | 55,466 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | ||
Cash paid for income taxes, net of refunds | 35 | 65 |
Cash paid for interest | 922 | 2,200 |
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING INFORMATION: | ||
Acquisition (disposal) of property and equipment financed under finance lease obligations | (214) | 0 |
Non-cash additions to property and equipment | (95) | 163 |
Purchases of property and equipment in Accounts payable and Accrued expenses and other current liabilities | 230 | 497 |
Related Party | ||
Changes in operating assets and liabilities: | ||
Accounts receivable | 0 | (10,000) |
Nonrelated Party | ||
Changes in operating assets and liabilities: | ||
Accounts receivable | $ 467 | $ (43) |
Organization and Description of
Organization and Description of Business | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Description of Business | Organization and Description of Business When used in these notes, Blue Apron Holdings, Inc. and its subsidiaries are collectively referred to as the “Company.” The Company designs original recipes with fresh, seasonally-inspired produce and high-quality ingredients, which are sent directly to customers for them to prepare, cook, and enjoy. The Company creates meal experiences around original recipes every week based on what’s in-season with farming partners and other suppliers. Customers can choose which recipes they would like to receive in a given week, and the Company delivers those recipes to their doorsteps along with the pre-portioned ingredients required to cook or prepare those recipes. In addition to meals, the Company sells wine through Blue Apron Wine, a direct-to-consumer wine delivery service. The Company also sells a curated selection of cooking tools, utensils, pantry items, and add-on products for different culinary occasions, as well as non-subscription meal kits and wine products, through Blue Apron Market, its e-commerce market. Reverse Stock Split On June 7, 2023 (the “effective date”), the Company effected a reverse stock split (the “Reverse Stock Split”) of its outstanding shares of Class A common stock, par value $0.0001 per share (the "Class A Common Stock") at a ratio of 1-for-12 pursuant to a Certificate of Amendment (the “Certificate of Amendment”) to the Company’s Restated Certificate of Incorporation, as amended, filed with the Secretary of State of the State of Delaware. The Reverse Stock Split was reflected on the New York Stock Exchange (the “NYSE”) beginning with the opening of trading on June 8, 2023. Pursuant to the Reverse Stock Split, every 12 shares of the Company’s issued and outstanding Class A Common Stock were automatically converted into one issued and outstanding share of Class A Common Stock, without any change in the par value per share. No fractional shares were issued as a result of the Reverse Stock Split. Stockholders who would otherwise be entitled to a fractional share of Class A Common Stock were instead entitled to receive a cash payment in lieu of such fractional shares. The number of authorized shares of the Company’s Class A common stock under the Company’s Restated Certificate of Incorporation, as amended, remained unchanged at 1,500,000,000. The Reverse Stock Split affected all issued and outstanding shares of the Company’s Class A Common Stock, and the respective numbers of shares of Class A Common Stock underlying the Company’s outstanding stock options, outstanding restricted stock units, outstanding performance stock units, outstanding warrants and the Company’s equity incentive plans were proportionately adjusted. All historical share and per share amounts of the Class A Common Stock included in the accompanying Consolidated Financial Statements have been retrospectively adjusted to give effect to the Reverse Stock Split for all periods presented. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation The unaudited interim Consolidated Financial Statements (the “Consolidated Financial Statements”) have been prepared on the same basis as the audited Consolidated Financial Statements, and in the opinion of management, reflect all adjustments, consisting of only normal recurring adjustments, necessary for the fair presentation of the Company’s financial position as of June 30, 2023 and December 31, 2022, results of operations for the three and six months ended June 30, 2023 and 2022, and cash flows for the six months ended June 30, 2023 and 2022. These unaudited Consolidated Financial Statements should be read in conjunction with the Company’s audited Consolidated Financial Statements and the notes thereto for the year ended December 31, 2022 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on March 16, 2023 (the “Annual Report”). There have been no material changes in the Company's significant accounting policies from those that were disclosed in Note 2, Summary of Significant Accounting Policies, included in the Annual Report, except those additional significant policies as described within the accompanying notes to the Consolidated Financial Statements. The accompanying Consolidated Financial Statements include the accounts of Blue Apron Holdings, Inc. and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The Company prepares its Consolidated Financial Statements and related disclosures in conformity with accounting principles generally accepted in the United States (“GAAP”). Within the issuance of the Annual Report, the Company adopted Accounting Standards Update No. 2016-02, “Leases” ("ASC 842") using the modified retrospective approach, resulting in an adoption effective date of January 1, 2022. As such, the adoption of this standard within the annual period of the twelve months ended December 31, 2022, resulted in the following adjustments to amounts previously presented in the Consolidated Financial Statements within quarterly filings under the prior lease standard ("ASC 840"): ASC 840 Amount ASC 842 Adjustment Six Months Ended (In thousands) Consolidated Statement of Operations: Product, technology, general & administrative $ 81,767 $ 1,372 $ 83,139 Depreciation & amortization $ 10,868 $ 258 $ 11,126 Interest income (expense), net $ (3,205) $ 1,202 $ (2,003) ASC 840 Amount ASC 842 Adjustment Six Months Ended (In thousands) Cash Flows From Operating Activities: Net income (loss) $ (61,572) $ (428) $ (62,000) Depreciation and amortization of property and equipment $ 10,868 $ 258 $ 11,126 Prepaid expenses and other current assets $ (3,620) $ (92) $ (3,712) Operating lease right-of-use assets $ — $ 3,561 $ 3,561 Accrued expenses and other current liabilities $ (4,041) $ 333 $ (3,708) Operating lease liabilities $ — $ (4,020) $ (4,020) Other noncurrent assets and liabilities $ (3,794) $ 336 $ (3,458) Cash Flows From Financing Activities: Principal payments on financing lease obligations $ (69) $ 52 $ (17) Liquidity and Going Concern Evaluation Under Accounting Standards Codification (“ASC”) 205-40, Going Concern , the Company is required to evaluate whether there is substantial doubt regarding its ability to continue as a going concern each reporting period, including interim periods. In this evaluation, management considered the conditions and events that could raise substantial doubt about the Company's ability to continue as a going concern within twelve months of the issuance date of this Quarterly Report on Form 10-Q, and considered the Company's current financial condition and liquidity sources, including current funds available, forecasted future cash flows, and the Company's conditional and unconditional obligations before such date. The Company has a history of significant net losses, including $79.0 million and $62.0 million for the six months ended June 30, 2023, and 2022, respectively, and operating cash flows of $(14.7) million and $(47.2) million for the six months ended June 30, 2023, and 2022, respectively. As of June 30, 2023, the Company had a working capital deficit of $41.2 million and an accumulated deficit of $855.8 million. The Company has historically funded its operations through financing activities, including raising equity and debt. The Company's current operating plan indicates it will continue to incur net losses and generate negative cash flows from operating activities for the next twelve months, and as of June 30, 2023, the Company had cash and cash equivalents of $30.0 million. These conditions and events in the aggregate raise substantial doubt regarding the Company's ability to continue as a going concern. In an effort to alleviate the conditions that raise substantial doubt regarding the Company's ability to continue as a going concern, the Company entered into a strategic partnership with FreshRealm, Inc. ("FreshRealm"). On June 9, 2023 (the "Closing Date"), the Company entered into definitive agreements with FreshRealm, pursuant to which, among other things, the Company sold its production and fulfillment operational infrastructure to FreshRealm, including, among other things, inventory, equipment, and related know-how and transferred related personnel relating to the Company's production and fulfillment operations. Concurrently, the Company executed a 10-year production and fulfillment agreement (the "Production and Fulfillment Agreement") pursuant to which FreshRealm became the exclusive supplier of the Company's meal kits. The Company also subleased to FreshRealm the Company's fulfillment facilities located in Linden, New Jersey and Richmond, California (such transactions, together with the related transactions contemplated thereby, the "FreshRealm Transaction"). As consideration for the FreshRealm Transaction, on the Closing Date, the Company received approximately $23.6 million of net cash proceeds upfront and is eligible to receive up to $25.0 million of additional value primarily through a cash earnout if the Company achieves certain financial and cost-savings milestones within specified time periods and future volume-based rebates if the Company reaches specified thresholds and achieves financial targets based on volume of purchases of certain products from FreshRealm under the Production and Fulfillment Agreement. With a portion of the FreshRealm Transaction proceeds, the Company also repaid its remaining outstanding senior secured notes in full. See Note 3 for further discussion regarding the FreshRealm Transaction. With the completion of the FreshRealm Transaction, the Company has further streamlined its cost structure and reduced its negative operating cash flows. The operating plans of the Company's management are focused on continuing to optimize the Company's cost structure and grow its revenues in order to earn the volume-based rebates on future meal-kit volumes and new product initiatives as well as the Earnout (as defined below), and to thereby achieve profitability. The Company’s ability to continue as a going concern is dependent upon the Company’s ability to implement its operating plan on its anticipated timeline. Although management believes that it is reasonably possible that it will be able to successfully execute its operating plan in a timely manner, it is less than probable to sufficiently alleviate substantial doubt as of the date of financial statement issuance. Additionally, as of the date of this Quarterly Report on Form 10-Q, the remaining $55.5 million owed under the RJB Purchase Agreement (as defined in Note 14) due from an affiliate of Joseph N. Sanberg, an existing stockholder of the Company, remains unfunded, as well as the remaining $12.7 million owed from an affiliate of Sanberg under the Sponsorship Gift Cards Agreement (as defined in Note 16). An affiliate of Sanberg has granted the Company a security interest in equity shares of certain privately-held issuers (the "Pledged Shares") as collateral for the RJB Purchase Agreement, which it has the right to foreclose on and take ownership, options to monetize the Pledged Shares are currently being evaluated. The timing and proceeds from any such monetization are unknown and the proceeds, if and when realized, may not be sufficient to satisfy the entire outstanding amount under the RJB Purchase Agreement. The Company's Consolidated Financial Statements do not include any adjustments that may result from the outcome of this uncertainty and have been prepared assuming the Company will continue as a going concern. Use of Estimates In preparing its Consolidated Financial Statements in accordance with GAAP, the Company is required to make estimates and assumptions that affect the amounts of assets, liabilities, revenue, costs, and expenses, and disclosure of contingent assets and liabilities which are reported in the Consolidated Financial Statements and accompanying disclosures. The accounting estimates that require the most difficult and subjective judgments include revenue recognition, inventory valuation, leases, the fair value of share-based awards, the fair value of the Blue Torch warrant obligation (as defined in Note 12), recoverability of long-lived assets, and the recognition and measurement of contingencies. The Company evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors and adjusts those estimates and assumptions when facts and circumstances dictate. Actual results could materially differ from the Company’s estimates and assumptions. Smaller Reporting Company Status The Company is a “smaller reporting company,” as defined by Rule 12b-2 of the Securities Exchange Act of 1934, as amended, and therefore qualifies for reduced disclosure requirements for smaller reporting companies. |
Strategic Transaction
Strategic Transaction | 6 Months Ended |
Jun. 30, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Strategic Transaction | Strategic Transaction FreshRealm Transaction On May 15, 2023, the Company entered into a non-binding letter of intent with FreshRealm, which contemplated FreshRealm’s acquisition of the fulfillment equipment and other production assets of the Company and the Company’s entry into an expanded commercial relationship with FreshRealm. On the Closing Date, the Company entered into definitive agreements with FreshRealm, pursuant to which, among other things, the Company sold its production and fulfillment operational infrastructure to FreshRealm, and concurrently executed the ten year Production and Fulfillment Agreement under which FreshRealm became the exclusive supplier of the Company’s meal kits. Asset Purchase Agreement On the Closing Date, the Company, Blue Apron, LLC, the Company’s wholly owned subsidiary (“Blue Apron”), and FreshRealm entered into an asset purchase agreement (the “Asset Purchase Agreement”), pursuant to which FreshRealm purchased certain assets of the Company relating to the Company’s production and fulfillment operations (the “P&F Business”) conducted by the Company at its fulfillment facilities located in Linden, New Jersey and Richmond, California (together, the “Facilities”). Pursuant to the Asset Purchase Agreement, on the Closing Date, (i) Blue Apron transferred to FreshRealm various assets used in the P&F Business including, among others, certain of Blue Apron’s inventory and consumable supplies and the rights under warranties and indemnities related thereto, identified transferred contracts (the “Transferred Contracts”), furnishings and equipment at the Facilities, including certain operating and finance leases, permits, books and records relating to the P&F Business, and intellectual property, including certain know-how, business IT systems and any implied goodwill arising out of such assets or the P&F Business (such assets, the “Purchased Assets”), other than the assets set forth in clause (ii); (ii) Blue Apron retained various assets including certain of Blue Apron’s prepaid expenses, intellectual property, excluded contracts, the assets relating to the Company’s wine business and e-commerce marketplace business, and other assets unrelated to the P&F Business, including assets relating to the Company’s culinary, marketing and digital product, and customer service operations (such assets, the “Excluded Assets”); (iii) FreshRealm assumed certain liabilities, including liabilities relating to the ownership or use of the Purchased Assets after the Closing, the employment of the Relevant Team Employees (as defined in the Asset Purchase Agreement) after the Closing Date, and obligations under the Transferred Contracts; and (iv) Blue Apron retained certain liabilities, including trade payables in connection with the P&F Business prior to the Closing Date, liabilities relating to operation of the P&F Business prior to the Closing Date, and liabilities relating to the Excluded Assets. The Company determined that the assets sold and transferred and the assigned liabilities (collectively the "Disposal Group") did not constitute a component and did not meet the criteria for discontinued operation under ASC 205-20 as no discrete financial information is available for the Disposal Group with no cash flows that can be clearly distinguished for financial reporting purposes from the rest of Company. The Company concluded that the Disposal Group constitutes a business as it contains inputs and processes for producing outputs and, as such, the Company accounted for the sale as a disposal of a business under ASC 810-10. As of May 15, 2023, the Disposal Group met the criteria for classification as held for sale under ASC 360 with the Disposal Group subsequently being disposed of by sale on the Closing Date. The Disposal Group consisted of the following assets and liabilities: (In thousands) Sold Assets Inventories, net $ 24,990 Furnishings and equipment 44,874 Operating lease right-of-use assets 481 Finance lease right-of-use assets 463 Total Sold Assets $ 70,808 Assigned Liabilities Operating lease liabilities, current 158 Finance lease liabilities, current 93 Operating lease liabilities, long-term 314 Finance lease liabilities, long-term 381 PTO accrual - relevant Team Employees 1,442 Total Assigned Liabilities $ 2,388 Total Disposal Group $ 68,420 As consideration for the FreshRealm Transaction, on the Closing Date, FreshRealm paid to Blue Apron an amount in cash equal to $28.5 million (the "Base Sale Price"), less $3.5 million, which was paid to Blue Apron in the form of the Seller Note (as defined and described in Note 5), less an amount equal to all vacation time, sick time and other paid time off accrued by Relevant Team Employees (the "PTO Credit") in connection with the FreshRealm Transaction. Under the Asset Purchase Agreement, FreshRealm is obligated to pay to Blue Apron an aggregate of up to $4.0 million of additional cash consideration, including $3.0 million if, as of September 30, 2023, Blue Apron has achieved certain financial and cost-savings milestones and is in compliance in all material respects with its obligations under the Transition Services Agreement (as defined below), and $1.0 million if Blue Apron has achieved the aforementioned financial and cost-savings milestones and also remains in compliance with its obligations under the Transition Services Agreement as of December 31, 2023 (the "Earnout"). The Company determined the total net consideration to be equal to the Base Sale Price, minus the face amount of the Seller Note, plus the seller note receivable, net, minus the PTO Credit, minus the value of the Warrant (as described below). Purchase Consideration (In thousands) Base purchase price $ 28,500 Seller note principal (3,500) Seller note receivable, net 3,086 PTO credit - Relevant Team Employees (1,442) Warrant (6,778) Total Purchase consideration $ 19,866 For the three and six months ended June 30, 2023, the Company recognized a loss on the FreshRealm Transaction of $48.6 million, which is recorded in Loss on transaction in the accompanying consolidated statement of operations. (In thousands) Total purchase consideration $ 19,866 Total disposal group (68,420) Net loss recognized on Transaction $ (48,554) Production and Fulfillment Agreement In connection with the execution of the Asset Purchase Agreement, Blue Apron and FreshRealm entered into the Production and Fulfillment Agreement, pursuant to which Blue Apron granted FreshRealm an exclusive right to produce and fulfill all Exclusive Products (as defined in the Production and Fulfillment Agreement) at any FreshRealm facility for sale to Blue Apron (the “Exclusive Right”), including certain individual meal recipe/SKUs that comprise prepped and unprepped ingredients, fresh and/or frozen meals and/or current or future food products that are similar to the Products (as defined in the Production and Fulfillment Agreement). The Exclusive Right does not apply to Blue Apron’s non-food products, individual food or beverage ingredients, pantry items sold on the Market or Wine portion of its website or mobile applications as of the Closing Date. The Exclusive Right does not extend to non-Blue Apron products produced by any future acquirer of Blue Apron. In the event that Blue Apron acquires a third party, the exclusivity does not apply to any meal-kit or food products of such third party for a twenty-four The Production and Fulfillment Agreement also provides for up to $17.5 million of volume-based rebates during the term of the Production and Fulfillment Agreement. Blue Apron can earn these rebates based on the volume of purchases of certain products under the Production and Fulfillment Agreement above specified thresholds, as well as the achievement of certain financial targets by Blue Apron. To earn these rebates, Blue Apron must pay for the relevant products. The volume-based rebates represent a potential future gain that is contingent upon the Company (i) increasing its purchase volume from FreshRealm and (ii) achieving positive adjusted EBITDA. As the volume-based rebates act to ensure that the Company continues to purchase a substantive volume of products from FreshRealm (i.e., ensure that the interests of the Company and FreshRealm are aligned through 2025), the Company determined that the volume-based rebates relate to the ongoing future relationship with FreshRealm, and not the FreshRealm Transaction, and thus should be excluded from the measurement of the consideration. For the three and six month ended June 30, 2023 no volume-based rebates were earned. The initial term of the Production and Fulfillment Agreement is 10 years and will automatically renew for additional 2-year periods unless terminated by either party in accordance with such party’s termination rights. Following any early termination or expiration of the Production and Fulfillment Agreement, the Production and Fulfillment Agreement will continue to be in full force and effect for a period of 18 months after such termination or expiration, with the exception of the Exclusive Right, during which, among other things, Blue Apron and FreshRealm will work in good faith on a transition plan and Blue Apron will plan reductions of use of FreshRealm for manufacturing products. Subleases In connection with the execution of the Asset Purchase Agreement, Blue Apron and FreshRealm entered into sublease agreements for the Facilities (the "Sublease Agreements"). The term of the subleases commenced on the Closing Date. The Richmond, California sublease (the "CA Sublease") will expire on the earlier to occur of (i) the Triggering Date (as defined in the CA Sublease), or (ii) December 31, 2024. The CA Sublease contemplates an assignment of Blue Apron’s interest in the underlying prime lease to FreshRealm. The Linden, New Jersey sublease (the "NJ Sublease" and together with the CA Sublease, the "Subleases") will expire on December 31, 2024, unless the Triggering Date (as defined in the NJ Sublease) occurs, in which event the term shall be extended until August 31, 2026. The NJ Sublease contemplates potential extensions of the NJ Sublease term and/or an assignment of Blue Apron’s interest in the underlying Prime Lease (as defined in the NJ Sublease) to FreshRealm. The Subleases are classified as operating leases, and as the Company is not relieved of its primary obligations under the prime leases, the Company will continue to account for the prime leases as it did before the commencement of the Subleases and will continue to assess the ROU Assets for impairment. Additionally, the Company will recognize sublease income in its consolidated statement of operations over the respective sublease terms on a straight-line basis. See Note 8 for further discussion on leases. Warrant In connection with the execution of the Asset Purchase Agreement, and in consideration for the Transaction, the Company simultaneously issued to FreshRealm a warrant (the “Warrant”) to purchase 1,268,574 shares of the Company’s Class A Common Stock, at an exercise price of $0.01 per share, which represent 19.99% of the Company’s outstanding Class A Common Stock as of the Closing Date. Prior to the 7th anniversary of the Closing Date of the FreshRealm Transaction, the Warrant is exercisable at any time on or after the earlier to occur of (i) the expiration of the Standstill/Lock-up Period (as defined below) and (ii) the delisting of the Class A Common Stock from the New York Stock Exchange; provided that if the Class A Common Stock is concurrently listed on another Trading Market (as defined in the Warrant) within ninety Pursuant to the terms of the Warrant, the Company will not effect the exercise of the Warrant, and the holder will not be entitled to exercise any portion of the Warrant, that, upon giving effect to such exercise, the aggregate number of shares of Class A Common Stock beneficially owned by the holder (together with its affiliates) would exceed 19.99% of the number of shares of Class A Common Stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Warrant, which percentage may be changed at the holders election to a lower percentage upon 61 days’ notice to the Company, subject to the terms of the Warrant. In addition, pursuant to the terms of the Warrant, the holder will not, and will not cause any direct or indirect affiliate to, for a period beginning on the issuance date of the Warrant and ending 18 months after the issuance date of the Warrant (the “Standstill/Lock-up Period”), (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, the Warrant or the shares of Class A Common Stock issuable upon exercise of the Warrant ( the “Warrant Shares”), (ii) enter into any hedging, swap or other agreement or transaction that would transfer, in whole or in part, any of the economic consequences of the Warrant or Warrant Shares, whether any such transaction described in clauses (i) or (ii) is to be settled by delivery of the Warrant or Warrant Shares, in cash or otherwise, (iii) make any demand for or exercise any right under the registration rights agreement between the Company and FreshRealm with respect to the Warrant Shares or otherwise with respect to the registration of the Warrant or Warrant Shares, or (iv) publicly disclose the intention to do any of the foregoing, except as permitted by certain exceptions set forth in the Warrant. The Company assessed the classification of the Warrant as either equity-classified or liability-classified instruments based on the specific terms and applicable authoritative guidance in ASC 480 and ASC 815. The Warrant did not meet the criteria for ASC 480 or ASC 815-40 liability accounting. As the Warrant is considered indexed to the Company’s own stock and meets the requirements for equity classification, the Company is accounting for the Warrant as an equity instrument. The Company initially measured the Warrant within equity at fair value and will not subsequently remeasure the equity instrument. As of the Closing Date, the Warrant was valued at $6.8 million and was recorded to additional-paid-in capital. The Company utilized a Black-Scholes option pricing model to measure the fair value of the Warrant, using the following key assumptions: Expected volatility 134.84 % Risk-free interest rate 3.84 % Expected term (in years) 7 Dividend yield 0.00% Expected Volatility — The expected volatility was derived from the average historical stock volatility of the Company over the expected term prior to June 9, 2023. Risk‑Free Interest Rate — The risk‑free interest rate is based on the daily par yield curve rate per U.S. Treasury for constant maturity notes with terms approximately equal to the expected term. Expected Term — The expected term represents the period that the Warrant is expected to be outstanding based on the contractual terms. Dividend Yield — The expected dividend is zero as the Company has not paid and does not anticipate paying any dividends in the foreseeable future. Transition Services Agreement The Company also entered into a transition services agreement (the “Transition Services Agreement”) with FreshRealm, pursuant to which the Company will be paid to provide certain services to FreshRealm to facilitate the transition of the operations of the P&F Business to FreshRealm (such services, the “P&F Services”). The obligations of Blue Apron to provide the P&F Services shall terminate with respect to each P&F Service on the earlier of (i) the applicable Transition Date, which means initially September 30, 2023, subject to extension as mutually agreed to by the parties and provided that specific P&F Services may have specific Transition Dates, and (ii) the transition of the applicable operations or P&F Services to FreshRealm, in each case subject to further extension. In accordance with the Transition Services Agreement, the P&F Services being performed by the Company for FreshRealm are being charged to FreshRealm at cost (equal to pass-through charges and the estimated cost of personnel time and effort to perform the transition services), which the Company determined to, in all material respects, approximate fair value. The Company will recognize revenue under the Transition Services Agreement as services are provided to FreshRealm and any pass-through charges will be recorded as reduction to the relevant expenses. Technology License Agreement In connection with the execution of the Asset Purchase Agreement, the Company and FreshRealm entered into a technology license agreement (the “Technology License Agreement”), pursuant to which the Company licensed certain software and technology to FreshRealm to enable FreshRealm to perform its obligations under the Production and Fulfillment Agreement. The Technology License Agreement provides an exclusive license to the software for Blue Apron’s warehouse management system and a non-exclusive license to source code for certain other Blue Apron software used in connection with Blue Apron’s direct-to-consumer business, solely for the purpose of enabling the warehouse management system. In addition, Blue Apron received a non-exclusive license to intellectual property rights that were sold to FreshRealm in accordance with the Asset Purchase Agreement. The Technology License Agreement has certain limitations on the use of the intellectual property rights licensed to Blue Apron to prevent use of those intellectual property rights to compete with FreshRealm. There was no consideration for the technology licenses as these licenses are required in order for FreshRealm to be able to perform its obligations under the Production and Fulfillment Agreement. As software was not part of the Disposal Group, the Company assessed the remaining software for impairment under ASC 350-40 and determined there were indicators of impairment present related to certain internal-use capitalized software used in P&F Business. As there is no future utility for such internal-use capitalized software, the Company recorded a $1.7 million impairment loss in Other operating expense as of June 30, 2023, representing the remaining carrying value of these assets. Retail License Agreement In connection with the execution of the Asset Purchase Agreement, the Company and FreshRealm entered into a retail license agreement (the “Retail License Agreement”), pursuant to which the Company granted an exclusive license under certain of the Company’s trademarks and certain other specified intellectual property rights, in connection with the manufacturing, packaging, marketing, promotion, sale, and distribution of ready-to-heat, ready-to-cook and ready-to-eat meals, meal kits, and related food items and food products (the “Retail Products”) in the United States through specified sales channels other than specified direct-to-consumer channels. In addition, the Company granted FreshRealm a non-exclusive license to use the licensed intellectual property in sales presentations, business development collateral, and marketing and advertising materials related to the Retail Products. The Retail License Agreement also granted FreshRealm specified rights to sublicense the licenses for purposes of production and fulfillment of the Retail Products in the United States. Under the Retail License Agreement, FreshRealm pays certain royalties to the Company. The royalties must be spent to promote the Retail Products, although, during the term of the Retail License Agreement, a smaller proportion of the royalties must be so spent and the remainder of the royalties will be credited or paid to the Company. In addition, the Retail License Agreement grants FreshRealm a right of first refusal to obtain rights with respect to (i) new names, trademarks, or other branding assets for use in connection with Retail Products or (ii) sale of Retail Products in territories outside of the United States. The initial term of the Retail License Agreement is 10 years and will automatically renew for additional 2 year periods unless terminated by either party in accordance with such party’s termination rights. |
Inventories, Net
Inventories, Net | 6 Months Ended |
Jun. 30, 2023 | |
Inventory Disclosure [Abstract] | |
Inventories, Net | Inventories, Net Inventories, net consist of the following: June 30, December 31, (In thousands) Fulfillment $ 13 $ 2,315 Product 2,276 22,708 Inventories, net $ 2,289 $ 25,023 Product inventory primarily consists of bulk and prepped food, containers, pre-made meals, products available for resale, and wine products. Fulfillment inventory consists of packaging used for shipping and handling. Product and fulfillment inventories are recognized as components of Cost of goods sold, excluding depreciation and amortization in the accompanying Consolidated Statements of Operations when sold. |
Seller Note Receivable, Net
Seller Note Receivable, Net | 6 Months Ended |
Jun. 30, 2023 | |
Receivables [Abstract] | |
Seller Note Receivable, Net | Seller Note Receivable, Net As part of the consideration for the FreshRealm Transaction, on the Closing Date, and as a security for certain of Blue Apron’s indemnification obligations under the Asset Purchase Agreement, the Company and FreshRealm entered into a promissory note in the amount of $3.5 million (the "Seller Note"). Under the Seller Note, FreshRealm is entitled to set-off any indemnifiable losses pursuant to indemnification claims under the Asset Purchase Agreement against its payment obligations under the Seller Note, which will mature and become payable to the Company on June 9, 2024. The Seller Note has an interest rate of 1.5% per annum, accruing as of the Closing Date. As the Seller Note has a stated interest rate that is not a market interest rate, the Company discounted the Seller Note to reflect the fair value market rate as of the Closing Date. Based on a market rate of 13.42% consisting of an 8.25% prime rate and a 5.17% risk-free rate per the U.S. Treasury, the Company determined the present value of the Seller Note face amount to be $3.1 million on the Closing Date. The Company is accreting the $0.4 million discount over the one-year life of the Seller Note using the effective interest rate method. As of June 30, 2023, the unaccreted discount was $0.4 million. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 6 Months Ended |
Jun. 30, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid Expenses and Other Current Assets | Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of the following: June 30, December 31, (In thousands) Prepaid insurance $ 6,678 $ 8,241 Other current assets 8,977 9,416 Prepaid expenses and other current assets $ 15,655 $ 17,657 |
Restricted Cash
Restricted Cash | 6 Months Ended |
Jun. 30, 2023 | |
Cash and Cash Equivalents [Abstract] | |
Restricted Cash | Restricted Cash Restricted cash reflects pledged cash deposited into savings accounts that is used as security primarily for fulfillment centers and office space leases. The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the Consolidated Balance Sheets that sum to the total of the same amounts reported in the Consolidated Statements of Cash Flows: June 30, December 31, (in thousands) Cash and cash equivalents $ 30,027 $ 33,476 Restricted cash included in Prepaid expenses and other current assets 72 111 Restricted cash included in Other noncurrent assets 1,069 1,069 Total cash, cash equivalents, and restricted cash $ 31,168 $ 34,656 June 30, December 31, (in thousands) Cash and cash equivalents $ 54,028 $ 82,160 Restricted cash included in Prepaid expenses and other current assets 369 608 Restricted cash included in Other noncurrent assets 1,069 829 Total cash, cash equivalents, and restricted cash $ 55,466 $ 83,597 |
Leases
Leases | 6 Months Ended |
Jun. 30, 2023 | |
Leases [Abstract] | |
Leases | LeasesThe Company leases fulfillment centers and office space under non‑cancelable operating lease arrangements that expire on various dates through 2027. These arrangements require the Company to pay certain operating expenses, such as taxes, repairs, and insurance, and contain renewal and escalation clauses. While certain leases contain renewal options, the Company has determined that its options to renew would not be reasonably certain in determining the expected lease terms, and therefore are not included as part of its right-of-use assets and lease liabilities. On the Closing Date, the Company entered into the Sublease Agreements with FreshRealm to sublease its Linden, New Jersey and Richmond, California fulfillment centers to FreshRealm. The Company has also entered into agreements to sublease all or portions of its corporate office and other fulfillment centers. Refer to Note 3 for additional information. The following table summarizes the weighted-average remaining lease terms and weighted average discount rates: June 30, December 31, Weighted average remaining lease term: Operating leases 3.13 years 3.55 years Finance leases 0.00 years 4.61 years Weighted average discount rate: Operating leases 16.21 % 16.20 % Finance leases — % 16.23 % Lease cost consists of the following: Three Months Ended Six Months Ended 2023 2022 2023 2022 (In thousands) Operating lease cost $ 3,236 $ 3,290 $ 6,443 $ 6,581 Finance lease cost: Amortization of right-of-use assets 19 — $ 56 $ — Interest on lease liabilities 12 0 $ 33 $ 1 Total lease cost Sublease income (1,108) (1,109) $ (1,741) $ (2,175) Net lease cost $ 2,159 $ 2,181 $ 4,791 $ 4,407 The following table presents the lease-related assets and liabilities recorded on the Consolidated Balance Sheets: June 30, December 31, (In thousands) Operating leases: Operating lease right-of use assets $ 28,470 $ 32,340 Operating lease right-of use liabilities, current $ 9,436 $ 8,650 Operating lease right-of use liabilities, non-current $ 18,854 $ 23,699 Finance leases: Property and equipment, net $ — $ 260 Accrued expenses and other current liabilities $ — $ 45 Other noncurrent liabilities $ — $ 225 Supplemental cash flow information and non-cash activity related to our operating leases are as follows: Six Months Ended 2023 2022 (In thousands) Operating cash flow information: Cash paid for amounts included in the measurement of lease liabilities $ 6,606 $ 6,637 Non-cash activity: Right-of-use assets obtained in exchange for lease obligations $ 233 $ 39,060 |
Leases | LeasesThe Company leases fulfillment centers and office space under non‑cancelable operating lease arrangements that expire on various dates through 2027. These arrangements require the Company to pay certain operating expenses, such as taxes, repairs, and insurance, and contain renewal and escalation clauses. While certain leases contain renewal options, the Company has determined that its options to renew would not be reasonably certain in determining the expected lease terms, and therefore are not included as part of its right-of-use assets and lease liabilities. On the Closing Date, the Company entered into the Sublease Agreements with FreshRealm to sublease its Linden, New Jersey and Richmond, California fulfillment centers to FreshRealm. The Company has also entered into agreements to sublease all or portions of its corporate office and other fulfillment centers. Refer to Note 3 for additional information. The following table summarizes the weighted-average remaining lease terms and weighted average discount rates: June 30, December 31, Weighted average remaining lease term: Operating leases 3.13 years 3.55 years Finance leases 0.00 years 4.61 years Weighted average discount rate: Operating leases 16.21 % 16.20 % Finance leases — % 16.23 % Lease cost consists of the following: Three Months Ended Six Months Ended 2023 2022 2023 2022 (In thousands) Operating lease cost $ 3,236 $ 3,290 $ 6,443 $ 6,581 Finance lease cost: Amortization of right-of-use assets 19 — $ 56 $ — Interest on lease liabilities 12 0 $ 33 $ 1 Total lease cost Sublease income (1,108) (1,109) $ (1,741) $ (2,175) Net lease cost $ 2,159 $ 2,181 $ 4,791 $ 4,407 The following table presents the lease-related assets and liabilities recorded on the Consolidated Balance Sheets: June 30, December 31, (In thousands) Operating leases: Operating lease right-of use assets $ 28,470 $ 32,340 Operating lease right-of use liabilities, current $ 9,436 $ 8,650 Operating lease right-of use liabilities, non-current $ 18,854 $ 23,699 Finance leases: Property and equipment, net $ — $ 260 Accrued expenses and other current liabilities $ — $ 45 Other noncurrent liabilities $ — $ 225 Supplemental cash flow information and non-cash activity related to our operating leases are as follows: Six Months Ended 2023 2022 (In thousands) Operating cash flow information: Cash paid for amounts included in the measurement of lease liabilities $ 6,606 $ 6,637 Non-cash activity: Right-of-use assets obtained in exchange for lease obligations $ 233 $ 39,060 |
Property and Equipment, Net
Property and Equipment, Net | 6 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Property and Equipment, Net Property and equipment, net consists of the following: June 30, December 31, (in thousands) Computer equipment $ 6,330 $ 12,308 Capitalized software 28,163 28,831 Fulfillment equipment 56 51,639 Furniture and fixtures 450 2,757 Leasehold improvements 6,699 113,703 Construction in process (1) 2,428 2,466 Property and equipment, gross 44,126 211,704 Less: accumulated depreciation and amortization (38,581) (154,518) Property and equipment, net $ 5,545 $ 57,186 ________________________ (1) Construction in process includes all costs capitalized related to projects that have not yet been placed in service. Following the completion of the FreshRealm Transaction, on the Closing Date, the Company sold and transferred property and equipment related to the P&F Business to FreshRealm. See Note 3 for additional information. In June 2023, the Company recorded an impairment loss of $1.7 million primarily related to abandoned internal-use capitalized software related to the P&F Business. See Note 3 for additional information. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 6 Months Ended |
Jun. 30, 2023 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consist of the following: June 30, December 31, (in thousands) Accrued compensation $ 5,105 $ 9,653 Accrued credits and refunds reserve 1,113 1,053 Accrued marketing expenses 4,537 3,968 Accrued shipping expenses 115 2,132 Accrued workers' compensation reserve 3,209 4,260 Other current liabilities 7,743 6,011 Accrued expenses and other current liabilities $ 21,822 $ 27,077 |
Deferred Revenue
Deferred Revenue | 6 Months Ended |
Jun. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Deferred Revenue | Deferred Revenue Deferred revenue consists of the following: June 30, December 31, (in thousands) Cash received prior to fulfillment $ 3,133 $ 4,940 Gift cards, prepaid orders, and other 12,889 14,143 Deferred revenue $ 16,022 $ 19,083 Under ASC 606, Revenue from Contracts with Customers, the Company has two types of contractual liabilities: (i) cash collections from its customers prior to delivery of products purchased, which are included in Deferred revenue on the Consolidated Balance Sheets, and are recognized as revenue upon transfer of control of its products, and (ii) unredeemed gift cards and other prepaid orders, which are included in Deferred revenue on the Consolidated Balance Sheets, and are recognized as revenue when gift cards are redeemed and the products are delivered. Certain gift cards are not expected to be redeemed, also known as breakage, and are recognized as revenue over the expected redemption period, subject to requirements to remit balances to governmental agencies. Contractual liabilities included in Deferred revenue on the Consolidated Balance Sheets were $16.0 million and $19.1 million as of June 30, 2023 and December 31, 2022, respectively. During the six months ended June 30, 2023, the Company recognized $6.7 million to Net revenue from the Deferred revenue as of December 31, 2022. See Note 16 for further information regarding the March and May Sponsorship Gift Cards (as defined below). |
Debt
Debt | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Debt | Debt 2020 Term Loan and Amendment On October 16, 2020, the Company entered into a financing agreement which provided for a senior secured term loan in the aggregate principal amount of $35.0 million (the “2020 Term Loan”). The 2020 Term Loan bore interest at a rate equal to LIBOR (subject to a 1.50% floor) plus 8.00% per annum, with the principal amount repayable in equal quarterly installments of $875,000 through December 31, 2022, and the remaining unpaid principal amount of the 2020 Term Loan due on March 31, 2023. On May 5, 2021 (the “closing date”), the Company amended the financing agreement (the “May 2021 Amendment”), which modified certain provisions of the financing agreement, such as increasing the interest rate margin on the 2020 Term Loan by 1.00% per annum, resulting in the 2020 Term Loan bearing interest, from and after the closing date, at a rate equal to LIBOR (subject to a 1.50% floor) plus 9.00% per annum. The 2020 Term Loan was repaid in full on May 5, 2022 with the proceeds of the senior secured notes issued under the note purchase agreement described below. Blue Torch Warrant Obligation In connection with the May 2021 Amendment, the Company agreed to prospectively grant warrants (the “Blue Torch warrant obligation”) to the lenders, so long as the 2020 Term Loan remained outstanding. See Note 18 for further discussion. The Blue Torch warrant obligation was terminated within the termination of the Company’s financing agreement with Blue Torch Finance LLC ("Blue Torch"), as discussed below. Senior Secured Notes and March 2023 Extinguishment On May 5, 2022 (the “issue date”), the Company entered into a note purchase and guarantee agreement (the “note purchase agreement”), which provided for, among other things, the issuance of $30.0 million in aggregate principal amount of senior secured notes due May 5, 2027 (the “senior secured notes”) at a purchase price equal to 94.00% thereof. The proceeds of the senior secured notes were used, together with cash on hand, to repay in full the outstanding amount under the 2020 Term Loan and pay fees and expenses in connection with the transactions contemplated by the note purchase agreement. The Company subsequently terminated its financing agreement, effective as of the issue date, which also resulted in the termination of the Blue Torch warrant obligation. Note Purchase Agreement Amendment On March 15, 2023, the Company entered into the note purchase agreement amendment which, among other things, accelerated the repayment of the senior secured notes due originally in May 2027 to an effective maturity of June 2023. The Company agreed to pay the full outstanding principal balance on the senior secured notes in four equal amortization installments of $7.5 million, with the first installment paid in connection with the signing of the note purchase agreement amendment, and with the final installment due on June 15, 2023, including any accrued and unpaid interest. Under the note purchase agreement amendment, the noteholder also agreed to reduce the minimum liquidity covenant amount, which was previously set at $25.0 million, to $17.5 million following the first amortization payment, and to $10.0 million following the first and second amortization payments, until the senior secured notes were repaid in full. Furthermore, conditioned upon the timely payment of all the amortization payments, the noteholder agreed to waive all prepayment premiums and a fee equal to 1.00% of the principal amount of the senior secured notes if the Company had failed to use commercially reasonable efforts to cause 90% of packaging for its meal kit boxes to be recyclable, reusable or compostable that would otherwise have been owed by the Company at maturity in May 2027. On June 9, 2023, the Company repaid its senior secured notes in full. Note Purchase Agreement Amendment Debt Extinguishment The Company evaluated the note purchase agreement amendment under ASC 470-50 regarding the modification of an existing debt instrument, which states that if the modification of the terms of an existing debt agreement is considered substantial, the transaction shall be accounted for as an extinguishment, with the net carrying value of the existing debt derecognized and the amended debt instrument then initially recorded at fair value. The Company concluded that the modification was considered substantial and thus recorded a $1.9 million extinguishment loss for the six months ended June 30, 2023 in the Consolidated Statement of Operations. Senior Secured Notes Terms and Covenants After receiving a minimum specified bond rating after the issue date, as specified within the terms of the note purchase agreement, the senior secured notes bore interest at a rate equal to 8.875% per annum, which, prior to the note purchase agreement amendment, were payable in arrears on June 30 and December 31 of each calendar year. Prior to the note purchase agreement amendment, the senior secured notes amortized semi-annually in equal installments of $1.5 million beginning on December 31, 2025, with the remaining unpaid principal amount of the senior secured notes due on May 5, 2027. The Company amortized deferred financing costs using the effective interest method over the life of the debt, in accordance with ASC 835-30, Imputation of Interest . The following table summarizes the presentation of the Company’s debt balances in the Consolidated Balance Sheets as of the dates indicated below: Senior secured notes Debt issuance costs, net Net (In thousands) June 30, 2023 Current portion of long-term debt $ — $ — $ — Long-term debt — — — Total $ — $ — $ — December 31, 2022 Current portion of long-term debt $ 30,000 $ (2,488) $ 27,512 Long-term debt — — — Total $ 30,000 $ (2,488) $ 27,512 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and ContingenciesThe Company records accruals for loss contingencies associated with legal matters when it is probable that a liability will be incurred and the amount of the loss can be reasonably estimated. If the Company determines that a loss is reasonably possible, the Company discloses the matter, and, if estimable, the amount or range of the possible loss in the notes to the Consolidated Financial Statements. The Company is a party to a lawsuit filed in California Superior Court in Contra Costa County under the California wage and hour laws and the Private Attorneys General Act on behalf of certain non-exempt employees in the Company's former Richmond, California fulfillment center. The complaint was filed on June 21, 2023, and alleges that during the time the Company operated the Richmond, California fulfillment center, the Company failed to pay minimum wages and overtime, provide required meal and rest breaks, provide wages due upon separation from employment, provide accurate wage statements, to non-exempt employees in violation of California law. The Company is in the preliminary stages of reviewing the allegations made in the complaint and believes that it has strong defenses and intend to vigorously defend against this lawsuit. As a result, the Company is currently unable to provide any assurances as to the ultimate outcome of this lawsuit or that an adverse resolution of this lawsuit would not have a material adverse effect on the Company's consolidated financial position or results of operations. In addition, from time to time the Company may become involved in legal proceedings or be subject to claims arising in the ordinary course of its business. Although the results of such litigation and claims cannot be predicted with certainty, the Company currently believes that there are no ordinary course matters that will have a material adverse effect on its business, operating results, financial conditions, or cash flows. |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
Stockholders' Equity (Deficit) | Stockholders’ Equity (Deficit) Public Equity Offerings During the three months ended June 30, 2023, the Company issued and sold 545,244 shares of its Class A Common Stock via “at-the-market” equity offerings, resulting in $3.5 million of proceeds, net of commissions and offering costs. During the six months ended June 30, 2023, the Company issued and sold 1,935,955 shares of its Class A Common Stock via “at-the-market” equity offerings, resulting in $20.1 million of proceeds, net of commissions and offering costs. RJB Private Placements February 2022 Private Placement On February 14, 2022, the Company entered into a purchase agreement with RJB Partners LLC (“RJB”), an affiliate of Joseph N. Sanberg, an existing stockholder of the Company, under which the Company agreed to issue and sell to RJB units consisting of Class A Common Stock and warrants to purchase shares of Class A Common Stock in a private placement (the “February 2022 Private Placement”) which closed concurrently with the execution of the purchase agreement for an aggregate purchase price of $5.0 million (or $168.00 per unit). In the aggregate, RJB received (i) 29,762 shares of Class A Common Stock, and (ii) warrants to purchase 41,667 shares of Class A Common Stock at exercise prices of $180.00 per share, $216.00 per share, and $240.00 per share, resulting in $4.8 million of proceeds, net of issuance costs. The shares of Class A Common Stock and warrants were issued separately and constitute separate securities. The Company conducted an assessment of the classification of the warrants issued in the February 2022 Private Placement and, based on their terms, concluded the warrants were equity-classified. Accordingly, the net proceeds were recorded within Additional paid-in capital. RJB Purchase Agreement On April 29, 2022, the Company entered into a purchase agreement with RJB (the “RJB Purchase Agreement”). Under the agreement, the Company agreed to issue and sell 277,778 shares of Class A Common Stock for an aggregate purchase price of $40.0 million (or $144.00 per share), of which 138,889 shares of Class A Common Stock were issued and sold to an affiliate of Joseph N. Sanberg for an aggregate purchase price of $20.0 million concurrently with the execution of the agreement, and with the remainder to be issued and sold under a second closing (the "RJB Second Closing"), initially expected to close by May 30, 2022 or such other date as agreed to by the parties. On August 7, 2022, the Company amended the RJB Purchase Agreement, pursuant to which RJB agreed to purchase from the Company at the RJB Second Closing (i) the 138,889 shares of Class A Common Stock remaining to be issued and sold under the initial RJB Purchase Agreement at a $60.00 price per share, instead of a price of $144.00 per share, and (ii) an additional 694,444 shares of Class A Common Stock at a price of $60.00 per share. Upon execution of the amendment, the RJB Second Closing comprised in the aggregate a purchase price of $50.0 million and 833,333 shares of Class A Common Stock to be issued and sold, as well as agreeing to extend the date of the second closing to on or before August 31, 2022. In addition, pursuant to the amendment, Joseph N. Sanberg agreed to personally guarantee the payment of the aggregate purchase price. On September 7, 2022, the Company further amended the RJB Purchase Agreement to extend the RJB Second Closing date to September 30, 2022 or such earlier date as may be agreed to by the Company and RJB, and to change the price per share to $67.80 for the purchase of the 833,333 shares of Class A Common Stock remaining to be sold and issued, for an aggregate purchase price of $56.5 million. On November 6, 2022, the Company entered into an agreement with an affiliate of Joseph N. Sanberg, pursuant to which the affiliate (i) guaranteed the remaining amount to be funded under the RJB Second Closing and (ii) to secure its obligation to pay the remaining amount to be funded under the RJB Second Closing, granted the Company security interests of certain privately-held issuers, the certificates (if any) representing the Pledged Shares, and all dividends, distributions, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares. On December 14, 2022, an affiliate of Sanberg funded $1.0 million under the RJB Purchase Agreement, in exchange for which the Company issued and sold 14,749 shares of its Class A Common Stock, resulting in $0.6 million of proceeds, net of issuance costs. As of the date of this Quarterly Report on Form 10-Q, the remaining $55.5 million of the RJB Purchase Agreement remains unfunded. As such, the Company is permitted to exercise remedies in respect to the Pledged Shares, including foreclosing on the Pledged Shares. Warrant Terms Each equity-classified warrant issued by the Company has a term of seven years from the date of issuance. Each such warrant may only be exercised for cash, except in connection with certain fundamental transactions, and no fractional shares will be issued upon exercise of the warrants. The warrants are non-transferable, except in limited circumstances, and have not been and will not be listed or otherwise trade on any stock exchange. The number of shares issuable upon exercise of the warrants and the applicable exercise prices is subject to adjustment upon the occurrence of certain events. See Note 3 for additional information on the Warrant. As of June 30, 2023, the equity-classified warrants issued by the Company were as follows: Exercise Price Issued Exercised Outstanding as of June 30, 2023 $ 0.01 1,268,574 1,268,574 $ 180.00 543,810 — 543,810 $ 216.00 271,905 — 271,905 $ 240.00 135,952 — 135,952 |
Share-based Compensation
Share-based Compensation | 6 Months Ended |
Jun. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Share-based Compensation | Share-based Compensation The Company recognized share-based compensation for share-based awards in Cost of goods sold, excluding depreciation and amortization, and Product, technology, general and administrative expenses as follows: Three Months Ended Six Months Ended 2023 2022 2023 2022 (In thousands) (In thousands) Cost of goods sold, excluding depreciation and amortization $ — $ — $ — $ 2 Product, technology, general and administrative 953 1,704 2,246 3,875 Total share-based compensation $ 953 $ 1,704 $ 2,246 $ 3,877 |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Due to their status as beneficial owners of more than 10 percent (10%) of the voting power of the outstanding capital stock of the Company, Joseph N. Sanberg and his affiliates meet the definition of “related parties” per ASC 850, Related Party Disclosures . Gift Card Sponsorship Agreements March and May Sponsorship Gift Cards On March 11, 2022, the Company entered into a gift card sponsorship agreement with an affiliate of Joseph N. Sanberg, pursuant to which such affiliate agreed to pay the Company a $9.0 million net sponsorship fee to support a marketing program through which the Company would distribute gift cards (the “March Sponsorship Gift Cards”), at the Company’s sole discretion, in order to support its previous growth strategy. On May 5, 2022, the Company entered into an additional gift card sponsorship agreement with an affiliate of Joseph N. Sanberg (the “Sponsorship Gift Cards Agreement”), pursuant to which such affiliate agreed to pay the Company a $20.0 million net sponsorship fee to support a marketing program through which the Company will distribute gift cards (the “May Sponsorship Gift Cards”), at its sole discretion, in order to support its previous growth strategy. On August 7, 2022, the Company amended the Sponsorship Gift Cards Agreement to extend the funding date to on or before August 31, 2022, and pursuant to which, Joseph N. Sanberg personally guaranteed his affiliate’s obligation. On September 7, 2022, the Sponsorship Gift Cards Agreement was further amended to reduce the net sponsorship fee to $18.5 million and extend its due date to September 19, 2022. As of the date of this Quarterly Report on Form 10-Q, the Sanberg affiliate has paid $5.8 million of its commitment under said agreement, with $12.7 million remaining to be paid. Sustainability and Carbon Credit Agreement On March 31, 2022, the Company entered into an agreement (the “Sustainability Agreement”) with an affiliate of Joseph N. Sanberg. Under the terms of the agreement, the Company purchased and subsequently retired $3.0 million of carbon offsets, which were recognized in Product, technology, general and administrative expenses during the three months ended March 31, 2022. Such affiliate also performed the assessment of the Company’s 2021 annual carbon footprint that provided it with the basis for determining the amount of carbon offsets the Company needed to purchase. The fee for these services was waived as a condition of entering into the Sustainability Agreement. On June 30, 2022, the Company entered into a statement of work under the Sustainability Agreement, through which the affiliate transferred to the Company a sufficient amount of carbon offsets for its estimated 2023 and 2024 Scope 1, Scope 2, and Scope 3 emissions based upon its 2021 annual carbon footprint, for a purchase price of $6.0 million, which was to be paid in twenty-four equal monthly installments beginning on July 31, 2022. On February 2, 2023, the Company and the affiliate terminated the Sustainability Agreement, which released the Company of its remaining payment obligation of $5.5 million. Under the terms of the termination agreement, the Company retained a number of carbon credits purchased for $0.5 million and paid to the Sanberg affiliate as of December 31, 2022. Such retained carbon credits are expected to offset the Company's estimated 2023 and 2024 Scope 1 and Scope 2 emissions. During the six months ended June 30, 2023, the Company retired $0.2 million of carbon offsets, which were recognized in Product, technology, general and administrative expenses. RJB Private Placements See Note 14 for information regarding the February 2022 Private Placement and the RJB Purchase Agreement. The following table summarizes the composition and amounts of the transactions in the Company’s Consolidated Statements of Operations involving its related parties: Three Months Ended Six Months Ended 2023 2022 2023 2022 (In thousands) (In thousands) Net revenue: Feeding America bulk sale $ — $ 10,000 $ — $ 10,000 March Sponsorship Gift Cards $ 46 $ 442 $ 212 $ 442 Cost of goods sold, excluding depreciation and amortization $ 28 $ 5,468 $ 136 $ 5,468 Product, technology, general and administrative $ — $ 3,000 $ 208 $ 3,000 |
Earnings per Share
Earnings per Share | 6 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
Earnings per Share | Earnings per Share 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 for the period. Diluted net income (loss) per share attributable to common stockholders is computed by dividing the diluted net income (loss) attributable to common stockholders by the weighted-average number of common shares, including potential dilutive common shares assuming the dilutive effect of outstanding common stock options, restricted stock units, and warrants. For periods in which the Company has reported net loss, diluted net loss per share attributable to common stockholders is the same as basic net loss per share attributable to common stockholders, because dilutive common shares are not assumed to have been issued if their effect is anti-dilutive. Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Class A Class A Class A Class A (In thousands, except share and per-share data) Numerator: Net income (loss) attributable to common stockholders $ (61,930) $ (23,326) $ (78,966) $ (62,000) Denominator: Weighted-average shares used to compute net income (loss) per share attributable to common stockholders—basic 6,506,610 2,839,475 6,024,122 2,765,499 Weighted-average shares used to compute net income (loss) per share attributable to common stockholders—diluted 6,506,610 2,839,475 6,024,122 2,765,499 Net income (loss) per share attributable to common stockholders—basic (1) $ (9.52) $ (8.22) $ (13.11) $ (22.42) Net income (loss) per share attributable to common stockholders—diluted (1) $ (9.52) $ (8.22) $ (13.11) $ (22.42) ________________________ (1) Net income (loss) per share attributable to common stockholders — basic and net income (loss) per share attributable to common stockholders — diluted may not recalculate due to rounding. The following have been excluded from the computation of diluted net income (loss) per share attributable to common stockholders as their effect would have been antidilutive: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Class A Class A Class A Class A Stock options 1,936 2,715 2,030 2,856 Restricted stock units 286,725 210,329 250,028 198,041 Warrants 951,667 951,667 951,667 951,667 Total anti-dilutive securities 1,240,328 1,164,711 1,203,725 1,152,564 |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either observable or unobservable. Observable inputs are developed using market data, such as publicly available information about actual events or transactions, and reflect the assumptions that market participants would use when pricing the asset or liability. Unobservable inputs are inputs for which market data is not available and that are developed using the best information available about the assumptions that market participants would use when pricing the asset or liability. The fair value hierarchy consists of the following three levels: Level 1 — Quoted market prices in active markets for identical assets or liabilities . Level 2 — Observable market-based inputs or unobservable inputs that are corroborated by market data . Level 3 — Unobservable inputs reflecting the reporting entity’s own assumptions or external inputs from inactive markets . The Company uses observable market data when available, and minimizes the use of unobservable inputs when determining fair value. The Company did not measure any assets or liabilities at fair value on a recurring basis as of June 30, 2023 and December 31, 2022. Non-Financial Assets Certain non-financial assets, such as long-lived assets, are only recorded at fair value if an impairment loss is recognized. Impairment losses recognized as of June 30, 2023 and December 31, 2022 were $1.7 million, $0.0 million, respectively. The following table presents non-financial assets that were measured and recorded at fair value on a non-recurring basis and the total impairment losses recorded on those assets. Non-recurring fair value measurements for the period ended June 30, 2023, included the following: Six Months Ended June 30, 2023 Carrying value before impairment Fair value Impairment Loss Non-financial assets (in thousands) Long-lived assets $ 1,662 $ — $ 1,662 See Note 3 and Note 9 for further discussion on the long-lived assets impairment losses. Warrant Obligation The Blue Torch warrant obligation issued in conjunction with the May 2021 Amendment, as discussed in Note 12, was accounted for in accordance with ASC 815-40, Contracts in an Entity’s Own Equity , as a liability recognized at fair value (Level 3 within the fair value hierarchy), and was remeasured as of each balance sheet date with changes in fair value recorded in Other income (expense), net in the Consolidated Statements of Operations. The amount of each warrant to be issued under the obligation set forth in the financing agreement was based upon 0.50% of the then-outstanding shares of the Company’s common stock on a fully-diluted basis on the first day of each quarter, beginning on July 1, 2021, so long as the 2020 Term Loan remained outstanding. As such, the fair value of the Blue Torch warrant obligation was calculated using the estimated amount of warrants to be issued over the life of the financing agreement multiplied by the price of the Company’s stock as of the closing date, less $0.01 per share to represent each warrant’s exercise price. The estimated amount of shares to be issued was derived from the Company’s estimate of shares of the Company’s common stock on a fully-diluted basis over the life of the financing agreement. On May 5, 2022, the Company fully repaid the 2020 Term Loan with the proceeds of its senior secured notes and cash on hand and terminated its financing agreement effective as of the same date, which also resulted in the termination of the warrant obligation. As of May 5, 2022, all warrants that had been issued under the Blue Torch warrant obligation had been exercised in full, resulting in no liability-classified warrants outstanding. See Note 12 for further discussion. The following table summarizes the changes of the Blue Torch warrant obligation as of June 30, 2022 and December 31, 2021: Balance as of December 31, 2021 Loss (gain) on changes in stock price Loss (gain) on changes in estimated common stock on a fully-diluted basis Exercise of warrants Derecognition Balance as of June 30, 2022 (In thousands) Warrant obligation $ 9,589 $ (1,971) $ 153 $ (5,050) $ (2,721) $ — |
Restructuring Costs
Restructuring Costs | 6 Months Ended |
Jun. 30, 2023 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Costs | Restructuring Costs In December 2022, the Company implemented a reduction in corporate personnel to better align internal resources with strategic priorities, which resulted in a reduction of approximately 10% of the Company’s total corporate workforce, inclusive of both current and vacant roles. As a result, during the three months ended December 31, 2022, the Company recorded $1.5 million in employee-related expenses in Other operating expense, primarily consisting of severance payments, substantially all of which resulted in cash expenditures in the first half of 2023. In June 2023, the Company announced the planned departure of an officer of the Company. The Company's Board of Directors approved a severance package for said officer on June 9, 2023. As a result, during the three months ended June 30, 2023, the Company recorded $0.4 million in employee related expenses in Other operating expense, primarily consisting of severance payments, substantially all of which will result in cash expenditures in the second half of 2023 and first quarter of 2024. Employee-Related Costs (in thousands) Balance - December 31, 2022 $ 1,295 Cash payments (911) Balance - March 31, 2023 $ 384 Charges 408 Cash payments (307) Other (69) Balance - June 30, 2023 $ 416 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent EventsOn July 19, 2023, the Company further executed its planned reduction in corporate personnel, which was previously planned in conjunction with the closing of the FreshRealm Transaction on June 9, 2023. As the Company executes its asset-light model, it is further streamlining its business to better match its resources to this structure. This reduction in corporate personnel resulted in a reduction of approximately 20% of the Company’s total corporate workforce. As a result of this action, the Company expects to incur approximately $1.3 million in one-time employee-related expenses, primarily consisting of severance, substantially all of which will result in cash expenditures. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The unaudited interim Consolidated Financial Statements (the “Consolidated Financial Statements”) have been prepared on the same basis as the audited Consolidated Financial Statements, and in the opinion of management, reflect all adjustments, consisting of only normal recurring adjustments, necessary for the fair presentation of the Company’s financial position as of June 30, 2023 and December 31, 2022, results of operations for the three and six months ended June 30, 2023 and 2022, and cash flows for the six months ended June 30, 2023 and 2022. These unaudited Consolidated Financial Statements should be read in conjunction with the Company’s audited Consolidated Financial Statements and the notes thereto for the year ended December 31, 2022 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on March 16, 2023 (the “Annual Report”). There have been no material changes in the Company's significant accounting policies from those that were disclosed in Note 2, Summary of Significant Accounting Policies, included in the Annual Report, except those additional significant policies as described within the accompanying notes to the Consolidated Financial Statements. The accompanying Consolidated Financial Statements include the accounts of Blue Apron Holdings, Inc. and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The Company prepares its Consolidated Financial Statements and related disclosures in conformity with accounting principles generally accepted in the United States (“GAAP”). Within the issuance of the Annual Report, the Company adopted Accounting Standards Update No. 2016-02, “Leases” ("ASC 842") using the modified retrospective approach, resulting in an adoption effective date of January 1, 2022. As such, the adoption of this standard within the annual period of the twelve months ended December 31, 2022, resulted in the following adjustments to amounts previously presented in the Consolidated Financial Statements within quarterly filings under the prior lease standard ("ASC 840"): ASC 840 Amount ASC 842 Adjustment Six Months Ended (In thousands) Consolidated Statement of Operations: Product, technology, general & administrative $ 81,767 $ 1,372 $ 83,139 Depreciation & amortization $ 10,868 $ 258 $ 11,126 Interest income (expense), net $ (3,205) $ 1,202 $ (2,003) ASC 840 Amount ASC 842 Adjustment Six Months Ended (In thousands) Cash Flows From Operating Activities: Net income (loss) $ (61,572) $ (428) $ (62,000) Depreciation and amortization of property and equipment $ 10,868 $ 258 $ 11,126 Prepaid expenses and other current assets $ (3,620) $ (92) $ (3,712) Operating lease right-of-use assets $ — $ 3,561 $ 3,561 Accrued expenses and other current liabilities $ (4,041) $ 333 $ (3,708) Operating lease liabilities $ — $ (4,020) $ (4,020) Other noncurrent assets and liabilities $ (3,794) $ 336 $ (3,458) Cash Flows From Financing Activities: Principal payments on financing lease obligations $ (69) $ 52 $ (17) |
Use of Estimates | Use of Estimates In preparing its Consolidated Financial Statements in accordance with GAAP, the Company is required to make estimates and assumptions that affect the amounts of assets, liabilities, revenue, costs, and expenses, and disclosure of contingent assets and liabilities which are reported in the Consolidated Financial Statements and accompanying disclosures. The accounting estimates that require the most difficult and subjective judgments include revenue recognition, inventory valuation, leases, the fair value of share-based awards, the fair value of the Blue Torch warrant obligation (as defined in Note 12), recoverability of long-lived assets, and the recognition and measurement of contingencies. The Company evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors and adjusts those estimates and assumptions when facts and circumstances dictate. Actual results could materially differ from the Company’s estimates and assumptions. |
Smaller Reporting Company Status | Smaller Reporting Company Status The Company is a “smaller reporting company,” as defined by Rule 12b-2 of the Securities Exchange Act of 1934, as amended, and therefore qualifies for reduced disclosure requirements for smaller reporting companies. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Accounting Standards Update and Change in Accounting Principle | As such, the adoption of this standard within the annual period of the twelve months ended December 31, 2022, resulted in the following adjustments to amounts previously presented in the Consolidated Financial Statements within quarterly filings under the prior lease standard ("ASC 840"): ASC 840 Amount ASC 842 Adjustment Six Months Ended (In thousands) Consolidated Statement of Operations: Product, technology, general & administrative $ 81,767 $ 1,372 $ 83,139 Depreciation & amortization $ 10,868 $ 258 $ 11,126 Interest income (expense), net $ (3,205) $ 1,202 $ (2,003) ASC 840 Amount ASC 842 Adjustment Six Months Ended (In thousands) Cash Flows From Operating Activities: Net income (loss) $ (61,572) $ (428) $ (62,000) Depreciation and amortization of property and equipment $ 10,868 $ 258 $ 11,126 Prepaid expenses and other current assets $ (3,620) $ (92) $ (3,712) Operating lease right-of-use assets $ — $ 3,561 $ 3,561 Accrued expenses and other current liabilities $ (4,041) $ 333 $ (3,708) Operating lease liabilities $ — $ (4,020) $ (4,020) Other noncurrent assets and liabilities $ (3,794) $ 336 $ (3,458) Cash Flows From Financing Activities: Principal payments on financing lease obligations $ (69) $ 52 $ (17) |
Strategic Transaction (Tables)
Strategic Transaction (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Disposal Groups, Including Discontinued Operations | The Disposal Group consisted of the following assets and liabilities: (In thousands) Sold Assets Inventories, net $ 24,990 Furnishings and equipment 44,874 Operating lease right-of-use assets 481 Finance lease right-of-use assets 463 Total Sold Assets $ 70,808 Assigned Liabilities Operating lease liabilities, current 158 Finance lease liabilities, current 93 Operating lease liabilities, long-term 314 Finance lease liabilities, long-term 381 PTO accrual - relevant Team Employees 1,442 Total Assigned Liabilities $ 2,388 Total Disposal Group $ 68,420 (In thousands) Total purchase consideration $ 19,866 Total disposal group (68,420) Net loss recognized on Transaction $ (48,554) |
Fair Value Measurement Inputs and Valuation Techniques | The Company utilized a Black-Scholes option pricing model to measure the fair value of the Warrant, using the following key assumptions: Expected volatility 134.84 % Risk-free interest rate 3.84 % Expected term (in years) 7 Dividend yield 0.00% |
Inventories, Net (Tables)
Inventories, Net (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Current | June 30, December 31, (In thousands) Fulfillment $ 13 $ 2,315 Product 2,276 22,708 Inventories, net $ 2,289 $ 25,023 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure | June 30, December 31, (In thousands) Prepaid insurance $ 6,678 $ 8,241 Other current assets 8,977 9,416 Prepaid expenses and other current assets $ 15,655 $ 17,657 |
Restricted Cash (Tables)
Restricted Cash (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Cash and Cash Equivalents [Abstract] | |
Schedule of Cash and Cash Equivalents | June 30, December 31, (in thousands) Cash and cash equivalents $ 30,027 $ 33,476 Restricted cash included in Prepaid expenses and other current assets 72 111 Restricted cash included in Other noncurrent assets 1,069 1,069 Total cash, cash equivalents, and restricted cash $ 31,168 $ 34,656 June 30, December 31, (in thousands) Cash and cash equivalents $ 54,028 $ 82,160 Restricted cash included in Prepaid expenses and other current assets 369 608 Restricted cash included in Other noncurrent assets 1,069 829 Total cash, cash equivalents, and restricted cash $ 55,466 $ 83,597 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Leases [Abstract] | |
Assets and Liabilities, Lessee | The following table summarizes the weighted-average remaining lease terms and weighted average discount rates: June 30, December 31, Weighted average remaining lease term: Operating leases 3.13 years 3.55 years Finance leases 0.00 years 4.61 years Weighted average discount rate: Operating leases 16.21 % 16.20 % Finance leases — % 16.23 % The following table presents the lease-related assets and liabilities recorded on the Consolidated Balance Sheets: June 30, December 31, (In thousands) Operating leases: Operating lease right-of use assets $ 28,470 $ 32,340 Operating lease right-of use liabilities, current $ 9,436 $ 8,650 Operating lease right-of use liabilities, non-current $ 18,854 $ 23,699 Finance leases: Property and equipment, net $ — $ 260 Accrued expenses and other current liabilities $ — $ 45 Other noncurrent liabilities $ — $ 225 |
Lease, Cost | Lease cost consists of the following: Three Months Ended Six Months Ended 2023 2022 2023 2022 (In thousands) Operating lease cost $ 3,236 $ 3,290 $ 6,443 $ 6,581 Finance lease cost: Amortization of right-of-use assets 19 — $ 56 $ — Interest on lease liabilities 12 0 $ 33 $ 1 Total lease cost Sublease income (1,108) (1,109) $ (1,741) $ (2,175) Net lease cost $ 2,159 $ 2,181 $ 4,791 $ 4,407 Six Months Ended 2023 2022 (In thousands) Operating cash flow information: Cash paid for amounts included in the measurement of lease liabilities $ 6,606 $ 6,637 Non-cash activity: Right-of-use assets obtained in exchange for lease obligations $ 233 $ 39,060 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property and equipment, net consists of the following: June 30, December 31, (in thousands) Computer equipment $ 6,330 $ 12,308 Capitalized software 28,163 28,831 Fulfillment equipment 56 51,639 Furniture and fixtures 450 2,757 Leasehold improvements 6,699 113,703 Construction in process (1) 2,428 2,466 Property and equipment, gross 44,126 211,704 Less: accumulated depreciation and amortization (38,581) (154,518) Property and equipment, net $ 5,545 $ 57,186 ________________________ (1) Construction in process includes all costs capitalized related to projects that have not yet been placed in service. |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | Accrued expenses and other current liabilities consist of the following: June 30, December 31, (in thousands) Accrued compensation $ 5,105 $ 9,653 Accrued credits and refunds reserve 1,113 1,053 Accrued marketing expenses 4,537 3,968 Accrued shipping expenses 115 2,132 Accrued workers' compensation reserve 3,209 4,260 Other current liabilities 7,743 6,011 Accrued expenses and other current liabilities $ 21,822 $ 27,077 |
Deferred Revenue (Tables)
Deferred Revenue (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Contract with Customer, Contract Asset, Contract Liability, and Receivable | Deferred revenue consists of the following: June 30, December 31, (in thousands) Cash received prior to fulfillment $ 3,133 $ 4,940 Gift cards, prepaid orders, and other 12,889 14,143 Deferred revenue $ 16,022 $ 19,083 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Long-Term Debt Instruments | The following table summarizes the presentation of the Company’s debt balances in the Consolidated Balance Sheets as of the dates indicated below: Senior secured notes Debt issuance costs, net Net (In thousands) June 30, 2023 Current portion of long-term debt $ — $ — $ — Long-term debt — — — Total $ — $ — $ — December 31, 2022 Current portion of long-term debt $ 30,000 $ (2,488) $ 27,512 Long-term debt — — — Total $ 30,000 $ (2,488) $ 27,512 |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
Schedule of Stockholders' Equity Note, Warrants or Rights | As of June 30, 2023, the equity-classified warrants issued by the Company were as follows: Exercise Price Issued Exercised Outstanding as of June 30, 2023 $ 0.01 1,268,574 1,268,574 $ 180.00 543,810 — 543,810 $ 216.00 271,905 — 271,905 $ 240.00 135,952 — 135,952 |
Share-based Compensation (Table
Share-based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Share-based Compensation Cost | The Company recognized share-based compensation for share-based awards in Cost of goods sold, excluding depreciation and amortization, and Product, technology, general and administrative expenses as follows: Three Months Ended Six Months Ended 2023 2022 2023 2022 (In thousands) (In thousands) Cost of goods sold, excluding depreciation and amortization $ — $ — $ — $ 2 Product, technology, general and administrative 953 1,704 2,246 3,875 Total share-based compensation $ 953 $ 1,704 $ 2,246 $ 3,877 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | The following table summarizes the composition and amounts of the transactions in the Company’s Consolidated Statements of Operations involving its related parties: Three Months Ended Six Months Ended 2023 2022 2023 2022 (In thousands) (In thousands) Net revenue: Feeding America bulk sale $ — $ 10,000 $ — $ 10,000 March Sponsorship Gift Cards $ 46 $ 442 $ 212 $ 442 Cost of goods sold, excluding depreciation and amortization $ 28 $ 5,468 $ 136 $ 5,468 Product, technology, general and administrative $ — $ 3,000 $ 208 $ 3,000 |
Earnings per Share (Tables)
Earnings per Share (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Class A Class A Class A Class A (In thousands, except share and per-share data) Numerator: Net income (loss) attributable to common stockholders $ (61,930) $ (23,326) $ (78,966) $ (62,000) Denominator: Weighted-average shares used to compute net income (loss) per share attributable to common stockholders—basic 6,506,610 2,839,475 6,024,122 2,765,499 Weighted-average shares used to compute net income (loss) per share attributable to common stockholders—diluted 6,506,610 2,839,475 6,024,122 2,765,499 Net income (loss) per share attributable to common stockholders—basic (1) $ (9.52) $ (8.22) $ (13.11) $ (22.42) Net income (loss) per share attributable to common stockholders—diluted (1) $ (9.52) $ (8.22) $ (13.11) $ (22.42) ________________________ (1) Net income (loss) per share attributable to common stockholders — basic and net income (loss) per share attributable to common stockholders — diluted may not recalculate due to rounding. |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following have been excluded from the computation of diluted net income (loss) per share attributable to common stockholders as their effect would have been antidilutive: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Class A Class A Class A Class A Stock options 1,936 2,715 2,030 2,856 Restricted stock units 286,725 210,329 250,028 198,041 Warrants 951,667 951,667 951,667 951,667 Total anti-dilutive securities 1,240,328 1,164,711 1,203,725 1,152,564 |
Fair Value Measures and Disclos
Fair Value Measures and Disclosures (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | The following table summarizes the changes of the Blue Torch warrant obligation as of June 30, 2022 and December 31, 2021: Balance as of December 31, 2021 Loss (gain) on changes in stock price Loss (gain) on changes in estimated common stock on a fully-diluted basis Exercise of warrants Derecognition Balance as of June 30, 2022 (In thousands) Warrant obligation $ 9,589 $ (1,971) $ 153 $ (5,050) $ (2,721) $ — |
Fair Value Measurements, Nonrecurring | Non-recurring fair value measurements for the period ended June 30, 2023, included the following: Six Months Ended June 30, 2023 Carrying value before impairment Fair value Impairment Loss Non-financial assets (in thousands) Long-lived assets $ 1,662 $ — $ 1,662 |
Restructuring Costs (Tables)
Restructuring Costs (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Costs | Employee-Related Costs (in thousands) Balance - December 31, 2022 $ 1,295 Cash payments (911) Balance - March 31, 2023 $ 384 Charges 408 Cash payments (307) Other (69) Balance - June 30, 2023 $ 416 |
Organization and Description _2
Organization and Description of Business (Details) | Jun. 07, 2023 shares | Jun. 30, 2023 shares | Dec. 31, 2022 shares |
Organization and Description of Business [Line Items] | |||
Stock split, conversion ratio | 0.083333333 | ||
Common Class A | |||
Organization and Description of Business [Line Items] | |||
Common stock, authorized (in shares) | 1,500,000,000 | 1,500,000,000 | 1,500,000,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||||||||||||
Aug. 09, 2023 | Jun. 09, 2023 | May 15, 2023 | Mar. 15, 2023 | Sep. 07, 2022 | May 05, 2022 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Jul. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Significant Accounting Policies [Line Items] | |||||||||||||||
Net income (loss) | $ 61,930 | $ 17,036 | $ 23,326 | $ 38,674 | $ 78,966 | $ 62,000 | |||||||||
Net operating cash flows | (14,676) | (47,172) | |||||||||||||
Working capital deficit | 41,200 | 41,200 | |||||||||||||
Accumulated deficit | 855,758 | 855,758 | $ 776,792 | ||||||||||||
Cash and cash equivalents | $ 30,027 | $ 54,028 | 30,027 | 54,028 | $ 33,476 | $ 82,160 | |||||||||
Production and fulfillment agreement, duration (in years) | 10 years | 10 years | |||||||||||||
Net proceeds from transaction | $ 23,600 | $ 23,558 | $ 0 | ||||||||||||
Production and fulfillment agreement, contingent earnout | $ 25,000 | ||||||||||||||
Joseph N. Sanberg | Sponsorship Gift Cards Agreement | Investor | Subsequent Event | |||||||||||||||
Significant Accounting Policies [Line Items] | |||||||||||||||
Sponsorship agreement, amount remaining to be received | $ 12,700 | ||||||||||||||
Senior Secured Notes Due 2027 | Senior Notes | |||||||||||||||
Significant Accounting Policies [Line Items] | |||||||||||||||
Debt instrument, covenant, minimum liquidity | $ 17,500 | $ 25,000 | |||||||||||||
Debt instrument, covenant, minimum liquidity, after second amortization payment | 10,000 | ||||||||||||||
Senior Secured Notes Due 2027 | Senior Notes | Secured Debt | |||||||||||||||
Significant Accounting Policies [Line Items] | |||||||||||||||
Face value of debt | 30,000 | ||||||||||||||
Periodic payment | $ 7,500 | $ 1,500 | |||||||||||||
Private Placement | RJB Second Closing | Subsequent Event | |||||||||||||||
Significant Accounting Policies [Line Items] | |||||||||||||||
Sale of stock, consideration to be received on transaction | $ 55,500 | ||||||||||||||
Private Placement | RJB Second Closing | Common Class A | |||||||||||||||
Significant Accounting Policies [Line Items] | |||||||||||||||
Sale of stock, consideration to be received on transaction | $ 56,500 | ||||||||||||||
Private Placement | RJB Second Closing | Common Class A | Subsequent Event | |||||||||||||||
Significant Accounting Policies [Line Items] | |||||||||||||||
Sale of stock, consideration to be received on transaction | $ 55,500 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Impact of ASC 842 Adoption (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | |
Consolidated Statement of Operations: | |||||
Product, technology, general and administrative | $ 34,441 | $ 39,185 | $ 70,165 | $ 83,139 | $ 81,767 |
Depreciation and amortization of property and equipment | 3,180 | 5,593 | 7,402 | 11,126 | 10,868 |
Interest income (expense), net | (774) | (834) | (1,747) | (2,003) | (3,205) |
Cash Flows From Operating Activities: | |||||
Net income (loss) | (78,966) | (62,000) | (61,572) | ||
Depreciation and amortization of property and equipment | $ 3,180 | $ 5,593 | 7,402 | 11,126 | 10,868 |
Prepaid expenses and other current assets | 1,849 | (3,712) | (3,620) | ||
Operating lease right-of-use assets | 0 | ||||
Accrued expenses and other current liabilities | (3,963) | (3,708) | (4,041) | ||
Operating lease liabilities | (3,226) | (4,020) | 0 | ||
Other noncurrent assets and liabilities | 3,166 | (3,458) | (3,794) | ||
Cash Flows From Financing Activities: | |||||
Principal payments on financing lease obligations | $ (73) | (17) | (69) | ||
Cumulative Effect, Period of Adoption, Adjustment | |||||
Consolidated Statement of Operations: | |||||
Product, technology, general and administrative | 1,372 | ||||
Depreciation and amortization of property and equipment | 258 | ||||
Interest income (expense), net | 1,202 | ||||
Cash Flows From Operating Activities: | |||||
Net income (loss) | (428) | ||||
Depreciation and amortization of property and equipment | 258 | ||||
Prepaid expenses and other current assets | (92) | ||||
Operating lease right-of-use assets | 3,561 | ||||
Accrued expenses and other current liabilities | 333 | ||||
Operating lease liabilities | (4,020) | ||||
Other noncurrent assets and liabilities | 336 | ||||
Cash Flows From Financing Activities: | |||||
Principal payments on financing lease obligations | $ 52 | ||||
Cumulative Effect, Period of Adoption, Adjusted Balance | |||||
Consolidated Statement of Operations: | |||||
Depreciation and amortization of property and equipment | 11,126 | ||||
Cash Flows From Operating Activities: | |||||
Net income (loss) | (62,000) | ||||
Depreciation and amortization of property and equipment | 11,126 | ||||
Prepaid expenses and other current assets | (3,712) | ||||
Operating lease right-of-use assets | 3,561 | ||||
Accrued expenses and other current liabilities | (3,708) | ||||
Operating lease liabilities | (4,020) | ||||
Other noncurrent assets and liabilities | (3,458) | ||||
Cash Flows From Financing Activities: | |||||
Principal payments on financing lease obligations | $ (17) |
Strategic Transaction - Narrati
Strategic Transaction - Narrative (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||||
Jun. 09, 2023 USD ($) $ / shares shares | Jun. 07, 2023 | May 15, 2023 | Jun. 30, 2023 USD ($) $ / shares | Jun. 30, 2023 USD ($) $ / shares | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) $ / shares | Jun. 30, 2022 USD ($) | Dec. 31, 2022 $ / shares | May 05, 2021 $ / shares | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Production and fulfillment agreement, duration (in years) | 10 years | 10 years | ||||||||
Seller note principal | $ 3,500 | |||||||||
Gain (loss) on transaction | $ (48,554) | $ 0 | $ (48,554) | $ 0 | ||||||
Production and fulfillment agreement, period in which exclusivity does not apply to third parties | 24 months | |||||||||
Production and fulfillment agreement, volume-based rebates | $ 17,500 | |||||||||
Production and fulfillment agreement, period of agreement after early termination | 18 months | |||||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 0.01 | |||||||||
Loss on impairment | $ 1,700 | $ 1,700 | ||||||||
Retail license agreement, duration (in years) | 10 years | |||||||||
Retail license agreement, renewal period (in years) | 2 years | |||||||||
Stock split, conversion ratio | 0.083333333 | |||||||||
The Warrant | ||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Number of securities called by each warrant or right | shares | 1,268,574 | |||||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 0.01 | |||||||||
Percent of outstanding stock | 19.99% | |||||||||
Period after closing date for warrant to be exercised | 7 years | |||||||||
Days listed on trading market | 90 days | |||||||||
Number of days notice required to change percentage ownership | 61 days | |||||||||
Standstill/lock-up period (in months) | 18 months | |||||||||
Common Class A | ||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | P&F Business | ||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Base purchase price | $ 28,500 | |||||||||
Seller note principal | (3,500) | |||||||||
Disposal group, additional consideration | 4,000 | |||||||||
Gain (loss) on transaction | (48,554) | |||||||||
Warrant | 6,778 | |||||||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | P&F Business | Financial & Cost Savings Milestone | ||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Disposal group, additional consideration | 3,000 | |||||||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | P&F Business | Compliance Milestone | ||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Disposal group, additional consideration | $ 1,000 |
Strategic Transaction - Disposa
Strategic Transaction - Disposal Group Assets & Liabilities (Details) - P&F Business $ in Thousands | Jun. 09, 2023 USD ($) |
Sold Assets | |
Inventories, net | $ 24,990 |
Furnishings and equipment | 44,874 |
Operating lease right-of-use assets | 481 |
Finance lease right-of-use assets | 463 |
Total Sold Assets | 70,808 |
Assigned Liabilities | |
Operating lease liabilities, current | 158 |
Finance lease liabilities, current | 93 |
Operating lease liabilities, long-term | 314 |
Finance lease liabilities, long-term | 381 |
PTO accrual - relevant Team Employees | 1,442 |
Total Assigned Liabilities | 2,388 |
Total Disposal Group | $ 68,420 |
Strategic Transaction - Purchas
Strategic Transaction - Purchase Consideration (Details) $ in Thousands | Jun. 09, 2023 USD ($) |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Seller note principal | $ 3,500 |
P&F Business | Disposal Group, Disposed of by Sale, Not Discontinued Operations | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Base purchase price | 28,500 |
Seller note principal | (3,500) |
Seller note receivable, net | 3,086 |
PTO credit - Relevant Team Employees | (1,442) |
Warrant | (6,778) |
Total Purchase consideration | $ 19,866 |
Strategic Transaction - Loss on
Strategic Transaction - Loss on Transaction (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 09, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Gain (loss) on transaction | $ (48,554) | $ 0 | $ (48,554) | $ 0 | |
P&F Business | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Total disposal group | $ (68,420) | ||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | P&F Business | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Total Purchase consideration | 19,866 | ||||
Gain (loss) on transaction | $ (48,554) |
Strategic Transaction - Fair Va
Strategic Transaction - Fair Value of Warrant (Details) - The Warrant | Jun. 09, 2023 |
Class of Warrant or Right [Line Items] | |
Warrant term (in years) | 7 years |
Expected volatility | |
Class of Warrant or Right [Line Items] | |
Equity instrument | 1.3484 |
Risk-free interest rate | |
Class of Warrant or Right [Line Items] | |
Equity instrument | 0.0384 |
Dividend yield | |
Class of Warrant or Right [Line Items] | |
Equity instrument | 0 |
Inventories, Net (Details)
Inventories, Net (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Inventories, Net | ||
Fulfillment | $ 13 | $ 2,315 |
Product | 2,276 | 22,708 |
Inventories, net | $ 2,289 | $ 25,023 |
Seller Note Receivable, Net (De
Seller Note Receivable, Net (Details) - USD ($) $ in Millions | Jun. 09, 2023 | Jun. 30, 2023 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Seller note, value | $ 3.5 | |
Seller note, interest rate | 1.50% | |
Seller note, face amount | $ 3.1 | |
Seller note, discount, value | $ 0.4 | $ 0.4 |
Seller note, accretion period for discount (in years) | 1 year | |
Measurement Input, Market Price | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Seller note, measurement input | 13.42% | |
Measurement Input, Prime Rate | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Seller note, measurement input | 8.25% | |
Risk-free interest rate | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Seller note, measurement input | 5.17% |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid insurance | $ 6,678 | $ 8,241 |
Other current assets | 8,977 | 9,416 |
Prepaid expenses and other current assets | $ 15,655 | $ 17,657 |
Restricted Cash (Details)
Restricted Cash (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 |
Cash and Cash Equivalents [Abstract] | ||||
Cash and cash equivalents | $ 30,027 | $ 33,476 | $ 54,028 | $ 82,160 |
Restricted cash included in Prepaid expenses and other current assets | $ 72 | $ 111 | $ 369 | $ 608 |
Restricted Cash and Cash Equivalents, Current, Statement of Financial Position [Extensible Enumeration] | Prepaid expenses and other current assets | Prepaid expenses and other current assets | Prepaid expenses and other current assets | Prepaid expenses and other current assets |
Restricted cash included in Other noncurrent assets | $ 1,069 | $ 1,069 | $ 1,069 | $ 829 |
Restricted Cash and Cash Equivalents, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other noncurrent assets | Other noncurrent assets | Other noncurrent assets | Other noncurrent assets |
Total cash, cash equivalents, and restricted cash | $ 31,168 | $ 34,656 | $ 55,466 | $ 83,597 |
Leases - Schedule of Weighted A
Leases - Schedule of Weighted Average Lease Term and Discount Rate (Details) | Jun. 30, 2023 | Dec. 31, 2022 |
Weighted average remaining lease term: | ||
Operating leases | 3 years 1 month 17 days | 3 years 6 months 18 days |
Finance leases | 0 years | 4 years 7 months 9 days |
Weighted average discount rate: | ||
Operating leases | 16.21% | 16.20% |
Finance leases | 0% | 16.23% |
Leases - Lease Costs (Details)
Leases - Lease Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Leases [Abstract] | ||||
Operating lease cost | $ 3,236 | $ 3,290 | $ 6,443 | $ 6,581 |
Amortization of right-of-use assets | 19 | 0 | 56 | 0 |
Interest on lease liabilities | 12 | 0 | 33 | 1 |
Sublease income | (1,108) | (1,109) | (1,741) | (2,175) |
Net lease cost | $ 2,159 | $ 2,181 | $ 4,791 | $ 4,407 |
Leases - Balance Sheet Informat
Leases - Balance Sheet Information (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Operating Lease [Abstract] | ||
Operating lease right-of-use assets | $ 28,470 | $ 32,340 |
Operating lease liabilities, current | 9,436 | 8,650 |
Operating lease liabilities, long-term | $ 18,854 | 23,699 |
Finance Lease [Abstract] | ||
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Property and equipment, net | |
Property and equipment, net | $ 0 | 260 |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Accrued expenses and other current liabilities | |
Accrued expenses and other current liabilities | $ 0 | (45) |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other noncurrent liabilities | |
Other noncurrent liabilities | $ 0 | $ (225) |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Leases [Abstract] | ||
Cash paid for amounts included in the measurement of lease liabilities | $ 6,606 | $ 6,637 |
Right-of-use assets obtained in exchange for lease obligations | $ 233 | $ 39,060 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property, Plant, and Equipment (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 44,126 | $ 211,704 |
Less: accumulated depreciation and amortization | (38,581) | (154,518) |
Property and equipment, net | 5,545 | 57,186 |
Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 6,330 | 12,308 |
Capitalized software | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 28,163 | 28,831 |
Fulfillment equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 56 | 51,639 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 450 | 2,757 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 6,699 | 113,703 |
Construction in process | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 2,428 | $ 2,466 |
Property and Equipment, Net - N
Property and Equipment, Net - Narrative (Details) - USD ($) $ in Millions | 1 Months Ended | 6 Months Ended |
Jun. 30, 2023 | Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | ||
Loss on impairment | $ 1.7 | $ 1.7 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Accrued expenses and other current liabilities | ||
Accrued compensation | $ 5,105 | $ 9,653 |
Accrued credits and refunds reserve | 1,113 | 1,053 |
Accrued marketing expenses | 4,537 | 3,968 |
Accrued shipping expenses | 115 | 2,132 |
Accrued workers' compensation reserve | 3,209 | 4,260 |
Other current liabilities | 7,743 | 6,011 |
Accrued expenses and other current liabilities | $ 21,822 | $ 27,077 |
Deferred Revenue - Schedule of
Deferred Revenue - Schedule of Deferred Revenue (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Revenue from Contract with Customer [Abstract] | ||
Cash received prior to fulfillment | $ 3,133 | $ 4,940 |
Gift cards, prepaid orders, and other | 12,889 | 14,143 |
Deferred revenue | $ 16,022 | $ 19,083 |
Deferred Revenue - Narrative (D
Deferred Revenue - Narrative (Details) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 USD ($) item | Dec. 31, 2022 USD ($) | |
Revenue from Contract with Customer [Abstract] | ||
Number of types of contractual liabilities | item | 2 | |
Deferred revenue | $ 16,022 | $ 19,083 |
Deferred revenue recognized during the period | $ 6,700 |
Debt - Narrative (Details)
Debt - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||
Mar. 15, 2023 | May 05, 2022 | May 05, 2021 | Oct. 16, 2020 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Debt Instrument [Line Items] | |||||||||
Percent of principal amount, fees waived | 1% | ||||||||
Percentage of packaging that is recyclable | 90% | ||||||||
Gain (loss) on extinguishment of debt | $ 0 | $ (650) | $ 1,850 | $ (650) | |||||
2020 Term Loan | Minimum | LondonInterbankOfferedRateLIBORMember | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt Instrument, Variable Rate, Floor | 1.50% | 1.50% | |||||||
2020 Term Loan | Secured Debt | Line of Credit | |||||||||
Debt Instrument [Line Items] | |||||||||
Face value of debt | $ 35,000 | ||||||||
Debt instrument, stated percentage rate | 9% | 8% | |||||||
Quarterly principal payment amount | $ 875 | ||||||||
Debt instrument, interest rate, increase (decrease) | 1% | ||||||||
Senior Secured Notes Due 2027 | Senior Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, covenant, minimum liquidity | $ 17,500 | $ 25,000 | |||||||
Debt instrument, covenant, minimum liquidity, after second amortization payment | 10,000 | ||||||||
Senior Secured Notes Due 2027 | Secured Debt | Senior Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Face value of debt | $ 30,000 | ||||||||
Debt instrument, stated percentage rate | 8.875% | ||||||||
Purchase price percentage | 94% | ||||||||
Periodic payment | $ 7,500 | $ 1,500 |
Debt - Schedule of Long-Term De
Debt - Schedule of Long-Term Debt Instruments (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Debt issuance costs, current, net | $ 0 | $ (2,488) |
Debt issuance costs, non-current, net | 0 | 0 |
Debt issuance costs, net | 0 | (2,488) |
Current portion of long-term debt | 0 | 27,512 |
Long-term debt, excluding current maturities, total | 0 | 0 |
Long-term debt | 0 | 27,512 |
Senior Secured Notes Due 2027 | ||
Debt Instrument [Line Items] | ||
Current portion of long-term debt, gross | 0 | 30,000 |
Long-term debt, non-current, gross | 0 | 0 |
Long-term debt, gross | $ 0 | $ 30,000 |
Stockholders' Equity (Deficit_2
Stockholders' Equity (Deficit) - Narrative (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||||||||||
Aug. 31, 2023 USD ($) $ / shares shares | Aug. 09, 2023 USD ($) | Jun. 07, 2023 | Dec. 14, 2022 USD ($) shares | Sep. 30, 2022 shares | Sep. 07, 2022 USD ($) $ / shares | Apr. 29, 2022 USD ($) $ / shares shares | Feb. 14, 2022 USD ($) $ / shares shares | Jun. 30, 2023 USD ($) $ / shares shares | Mar. 31, 2023 USD ($) shares | Jun. 30, 2022 USD ($) shares | Mar. 31, 2022 USD ($) shares | Jun. 30, 2023 USD ($) $ / shares shares | May 05, 2021 $ / shares | |
Class of Stock [Line Items] | ||||||||||||||
Stock split, conversion ratio | 0.083333333 | |||||||||||||
Issuance of common stock from equity offerings, net of issuance costs | $ 3,432 | $ 16,471 | ||||||||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 0.01 | |||||||||||||
Additional Paid-In Capital | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Issuance of common stock from equity offerings, net of issuance costs | $ 3,432 | $ 16,471 | ||||||||||||
Equity-Classified Warrants, Exercise Price One | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 180 | $ 180 | ||||||||||||
Equity-Classified Warrants, Exercise Price Two | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Warrant exercise price (in dollars per share) | $ / shares | 216 | 216 | ||||||||||||
Equity-Classified Warrants, Exercise Price Three | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 240 | $ 240 | ||||||||||||
Common Class A | Common Stock | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Issuance of common stock from equity offerings, net of issuance costs (in shares) | shares | 545,244 | 1,390,711 | ||||||||||||
Common Class A | Equity-Classified Warrants, Exercise Price One | February 2022 Private Placement | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 180 | |||||||||||||
Common Class A | Equity-Classified Warrants, Exercise Price Two | February 2022 Private Placement | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Warrant exercise price (in dollars per share) | $ / shares | 216 | |||||||||||||
Common Class A | Equity-Classified Warrants, Exercise Price Three | February 2022 Private Placement | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 240 | |||||||||||||
At-the-Market Equity Offering | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Issuance of common stock from equity offerings, net of issuance costs | $ 3,500 | $ 20,100 | ||||||||||||
At-the-Market Equity Offering | Common Class A | Common Stock | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Issuance of common stock from equity offerings, net of issuance costs (in shares) | shares | 545,244 | 1,935,955 | ||||||||||||
Private Placement | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Issuance of common stock from equity offerings, net of issuance costs | $ 20,027 | $ 4,809 | ||||||||||||
Private Placement | Additional Paid-In Capital | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Issuance of common stock from equity offerings, net of issuance costs | $ 20,027 | $ 4,809 | ||||||||||||
Private Placement | February 2022 Private Placement | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Proceeds from issuance of common stock, gross proceeds | $ 5,000 | |||||||||||||
Unit price (in dollars per unit) | $ / shares | $ 168 | |||||||||||||
Private Placement | RJB Second Closing | Subsequent Event | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Sale of stock, consideration to be received on transaction | $ 55,500 | |||||||||||||
Private Placement | Common Class A | Common Stock | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Issuance of common stock from equity offerings, net of issuance costs (in shares) | shares | 142,361 | 29,762 | ||||||||||||
Private Placement | Common Class A | February 2022 Private Placement | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Issuance of common stock from equity offerings, net of issuance costs (in shares) | shares | 29,762 | |||||||||||||
Number of warrants (in shares) | shares | 41,667 | |||||||||||||
Proceeds from issuance of stock, net of offering costs | $ 4,800 | |||||||||||||
Private Placement | Common Class A | RJB Second Closing | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Sale of stock, consideration to be received on transaction | $ 56,500 | |||||||||||||
Share price (in dollars per share) | $ / shares | $ 67.80 | |||||||||||||
Sale of stock, aggregate number of shares to be issued in transaction (in shares) | shares | 833,333 | |||||||||||||
Private Placement | Common Class A | RJB Second Closing | Forecast | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Issuance of common stock from equity offerings, net of issuance costs | $ 50,000 | |||||||||||||
Sale of stock, number of shares to be issued in transaction (in shares) | shares | 694,444 | |||||||||||||
Share price (in dollars per share) | $ / shares | $ 60 | |||||||||||||
Sale of stock, number of shares issued in transaction (in shares) | shares | 833,333 | |||||||||||||
Private Placement | Common Class A | RJB Second Closing | Subsequent Event | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Sale of stock, consideration to be received on transaction | $ 55,500 | |||||||||||||
Private Placement | Common Class A | RJB Purchase Agreement | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Proceeds from issuance of stock, net of offering costs | $ 600 | $ 20,000 | ||||||||||||
Sale of stock, number of shares to be issued in transaction (in shares) | shares | 277,778 | |||||||||||||
Sale of stock, consideration to be received on transaction | $ 40,000 | |||||||||||||
Share price (in dollars per share) | $ / shares | $ 144 | |||||||||||||
Sale of stock, number of shares issued in transaction (in shares) | shares | 14,749 | 138,889 | ||||||||||||
Sale of stock, consideration to be received, portion funded | $ 1,000 | |||||||||||||
Private Placement | Common Class A | RJB Purchase Agreement | Forecast | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Sale of stock, number of shares to be issued in transaction (in shares) | shares | 138,889 | |||||||||||||
Share price (in dollars per share) | $ / shares | $ 144 | |||||||||||||
Purchase Agreement With RJB Partners LLC and Matthew Salzberg | February 2022 Private Placement | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Warrant term (in years) | 7 years |
Stockholders' Equity (Deficit_3
Stockholders' Equity (Deficit) - Equity-classified warrants (Details) - $ / shares | Jun. 30, 2023 | May 05, 2021 |
Class of Warrant or Right [Line Items] | ||
Exercise price (in dollars per share) | $ 0.01 | |
FreshRealm Warrant | ||
Class of Warrant or Right [Line Items] | ||
Exercise price (in dollars per share) | $ 0.01 | |
Issued (in shares) | 1,268,574 | |
Exercised (in shares) | ||
Outstanding (in shares) | 1,268,574 | |
Equity-Classified Warrants, Exercise Price One | ||
Class of Warrant or Right [Line Items] | ||
Exercise price (in dollars per share) | $ 180 | |
Issued (in shares) | 543,810 | |
Exercised (in shares) | 0 | |
Outstanding (in shares) | 543,810 | |
Equity-Classified Warrants, Exercise Price Two | ||
Class of Warrant or Right [Line Items] | ||
Exercise price (in dollars per share) | $ 216 | |
Issued (in shares) | 271,905 | |
Exercised (in shares) | 0 | |
Outstanding (in shares) | 271,905 | |
Equity-Classified Warrants, Exercise Price Three | ||
Class of Warrant or Right [Line Items] | ||
Exercise price (in dollars per share) | $ 240 | |
Issued (in shares) | 135,952 | |
Exercised (in shares) | 0 | |
Outstanding (in shares) | 135,952 |
Share-based Compensation (Detai
Share-based Compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total share-based compensation | $ 953 | $ 1,704 | $ 2,246 | $ 3,877 |
Cost of goods sold, excluding depreciation and amortization | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total share-based compensation | 0 | 0 | 0 | 2 |
Product, technology, general and administrative | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total share-based compensation | $ 953 | $ 1,704 | $ 2,246 | $ 3,875 |
Related Party Transactions - Na
Related Party Transactions - Narrative (Details) - Joseph N. Sanberg $ in Millions | 6 Months Ended | ||||||||
Aug. 09, 2023 USD ($) | Feb. 02, 2023 USD ($) | Sep. 07, 2022 USD ($) | Jun. 30, 2022 USD ($) | May 05, 2022 USD ($) | Mar. 31, 2022 USD ($) | Mar. 11, 2022 USD ($) | Jun. 30, 2023 USD ($) monthlyInstallment | Jul. 31, 2023 USD ($) | |
March Sponsorship Gift Cards | Investor | |||||||||
Related Party Transactions | |||||||||
Amounts of transaction | $ 9 | ||||||||
Sustainability Agreement | Investor | |||||||||
Related Party Transactions | |||||||||
Amounts of transaction | $ 5.5 | $ 6 | $ 3 | $ 0.2 | |||||
Carbon credit, amount paid to affiliate | $ 0.5 | ||||||||
Sustainability and Carbon Credit Agreement | |||||||||
Related Party Transactions | |||||||||
Number of installments | monthlyInstallment | 24 | ||||||||
Sponsorship Gift Cards Agreement | Investor | |||||||||
Related Party Transactions | |||||||||
Amounts of transaction | $ 18.5 | $ 20 | |||||||
Sponsorship Gift Cards Agreement | Investor | Subsequent Event | |||||||||
Related Party Transactions | |||||||||
Sponsorship agreement, amount remaining to be received | $ 12.7 | ||||||||
Sponsorship agreement, cash received to date | $ 5.8 |
Related Party Transactions - Ne
Related Party Transactions - Net Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | |
Related Party Transactions | |||||
Net revenue | $ 106,229 | $ 124,237 | $ 219,309 | $ 241,988 | |
Cost of goods sold, excluding depreciation and amortization | 66,001 | 81,158 | 138,614 | 160,648 | |
Product, technology, general and administrative | 34,441 | 39,185 | 70,165 | 83,139 | $ 81,767 |
Related Party | |||||
Related Party Transactions | |||||
Cost of goods sold, excluding depreciation and amortization | 28 | 5,468 | 136 | 5,468 | |
Product, technology, general and administrative | 0 | 3,000 | 208 | 3,000 | |
Feeding America bulk sale | Related Party | |||||
Related Party Transactions | |||||
Net revenue | 0 | 10,000 | 0 | 10,000 | |
March Sponsorship Gift Cards | Related Party | |||||
Related Party Transactions | |||||
Net revenue | $ 46 | $ 442 | $ 212 | $ 442 |
Earnings per Share - Schedule o
Earnings per Share - Schedule of Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||||
Basic (in shares) | 6,506,610 | 2,839,475 | 6,024,122 | 2,765,499 |
Diluted (in shares) | 6,506,610 | 2,839,475 | 6,024,122 | 2,765,499 |
Basic (in dollars per share) | $ (9.52) | $ (8.22) | $ (13.11) | $ (22.42) |
Diluted (in dollars per share) | $ (9.52) | $ (8.22) | $ (13.11) | $ (22.42) |
Common Class A | ||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||||
Net income (loss) available to common stockholders, diluted | $ (61,930) | $ (23,326) | $ (78,966) | $ (62,000) |
Net income (loss) available to common stockholders, basic | $ (61,930) | $ (23,326) | $ (78,966) | $ (62,000) |
Earnings per Share - Antidiluti
Earnings per Share - Antidilutive Common Shares (Details) - Common Class A - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total anti-dilutive securities that have been excluded from the computation of diluted net income (loss) per share attributable to common stockholders (in shares) | 1,240,328 | 1,164,711 | 1,203,725 | 1,152,564 |
Stock options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total anti-dilutive securities that have been excluded from the computation of diluted net income (loss) per share attributable to common stockholders (in shares) | 1,936 | 2,715 | 2,030 | 2,856 |
Restricted stock units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total anti-dilutive securities that have been excluded from the computation of diluted net income (loss) per share attributable to common stockholders (in shares) | 286,725 | 210,329 | 250,028 | 198,041 |
Warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total anti-dilutive securities that have been excluded from the computation of diluted net income (loss) per share attributable to common stockholders (in shares) | 951,667 | 951,667 | 951,667 | 951,667 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) | May 05, 2021 $ / shares |
Fair Value Disclosures [Abstract] | |
Equity subject to warrant exercise (as a percent) | 0.50% |
Warrant exercise price (in dollars per share) | $ 0.01 |
Fair Value Measurements - Non-r
Fair Value Measurements - Non-recurring Fair value (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Impairment Loss | $ 1,662 | $ 0 | $ 0 |
Carrying value before impairment | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Long-lived assets | 1,662 | ||
Fair value (Level 3) | Estimate of Fair Value Measurement | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Long-lived assets | $ 0 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value of Level 3 instruments (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Derecognition | $ (2,721) |
Warrants | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Balance at beginning of period | 9,589 |
Loss (gain) on changes in stock price | (1,971) |
Loss (gain) on changes in estimated common stock on a fully-diluted basis | 153 |
Exercise of warrants | (5,050) |
Balance at end of period | $ 0 |
Restructuring Costs - Narrative
Restructuring Costs - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2022 | |
Restructuring Cost and Reserve [Line Items] | ||
Number of positions eliminated, percent | 10% | |
Charges | $ 408 | |
Employee-Related Costs | ||
Restructuring Cost and Reserve [Line Items] | ||
Charges | $ 400 | |
Employee-Related Costs | December 2022 Restructuring | ||
Restructuring Cost and Reserve [Line Items] | ||
Charges | $ 1,500 |
Restructuring Costs - Restructu
Restructuring Costs - Restructuring and Related Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | |
Restructuring Reserve [Roll Forward] | |||
Charges | $ 408 | ||
Other | (69) | ||
Employee-Related Costs | |||
Restructuring Reserve [Roll Forward] | |||
Charges | 400 | ||
Employee-Related Costs | December 2022 Restructuring | |||
Restructuring Reserve [Roll Forward] | |||
Beginning balance | 384 | $ 1,295 | |
Cash payments | (307) | (911) | |
Charges | $ 1,500 | ||
Ending balance | $ 416 | $ 384 | $ 1,295 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ in Millions | Jul. 19, 2023 | Jun. 30, 2023 |
Subsequent Event [Line Items] | ||
Number of positions eliminated, percent | 10% | |
Subsequent Event | ||
Subsequent Event [Line Items] | ||
Number of positions eliminated, percent | 20% | |
Subsequent Event | Employee-Related Costs | ||
Subsequent Event [Line Items] | ||
Restructuring and related cost, expected cost | $ 1.3 |
Uncategorized Items - aprn-2023
Label | Element | Value |
Accounting Standards Update [Extensible Enumeration] | us-gaap_AccountingStandardsUpdateExtensibleList | Accounting Standards Update 2016-02 [Member] |