Blue Apron (APRN) 10-Q 10 Aug 17 2017 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2017	Jul. 31, 2017
Entity Registrant Name	Blue Apron Holdings, Inc.
Entity Central Index Key	1,701,114
Document Type	10-Q
Document Period End Date	Jun. 30, 2017
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Document Fiscal Year Focus	2,017
Document Fiscal Period Focus	Q2
Class A
Entity Common Stock, Shares Outstanding		30,042,687
Class B
Entity Common Stock, Shares Outstanding		160,008,946
Class C
Entity Common Stock, Shares Outstanding		0

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2017	Dec. 31, 2016
CURRENT ASSETS:
Cash and cash equivalents	$ 61,628	$ 81,468
Accounts receivable	526	485
Inventories, net	46,923	42,887
Prepaid expenses and other current assets	12,556	8,267
Other receivables	1,513	4,991
Total current assets	123,146	138,098
Restricted cash	2,371	3,966
Property and equipment, net	233,356	130,961
Other noncurrent assets	416	382
TOTAL ASSETS	359,289	273,407
CURRENT LIABILITIES:
Accounts payable	67,659	49,549
Accrued expenses and other current liabilities	51,317	40,911
Convertible notes	31,525
Deferred revenue	14,331	24,278
Total current liabilities	164,832	114,738
Long-term debt	124,593	44,533
Facility financing obligation	60,739	49,809
Other noncurrent liabilities	7,691	2,858
TOTAL LIABILITIES	357,855	211,938
Convertible preferred stock, par value of $0.0001 per share — 17,371,402 shares authorized as of June 30, 2017 and December 31, 2016; 14,500,938 shares issued and outstanding as of June 30, 2017 and December 31, 2016; aggregate liquidation preference of $195,317 as of June 30, 2017 and December 31, 2016, actual; 0 shares issued and outstanding, pro forma	194,869	194,869
STOCKHOLDERS’ EQUITY (DEFICIT):
Additional paid-in capital	28,934	5,147
Accumulated deficit	(222,376)	(138,554)
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT)	(193,435)	(133,400)
TOTAL LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT)	359,289	273,407
Class B
STOCKHOLDERS’ EQUITY (DEFICIT):
Common Stock	7	$ 7
Pro Forma [Member]
CURRENT ASSETS:
Cash and cash equivalents	61,628
Accounts receivable	526
Inventories, net	46,923
Prepaid expenses and other current assets	12,556
Other receivables	1,513
Total current assets	123,146
Restricted cash	2,371
Property and equipment, net	233,356
Other noncurrent assets	416
TOTAL ASSETS	359,289
CURRENT LIABILITIES:
Accounts payable	67,659
Accrued expenses and other current liabilities	38,455
Deferred revenue	14,331
Total current liabilities	120,445
Long-term debt	124,593
Facility financing obligation	60,739
Other noncurrent liabilities	7,691
TOTAL LIABILITIES	313,468
STOCKHOLDERS’ EQUITY (DEFICIT):
Additional paid-in capital	285,911
Accumulated deficit	(240,106)
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT)	45,821
TOTAL LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT)	359,289
Pro Forma [Member] | Class B
STOCKHOLDERS’ EQUITY (DEFICIT):
Common Stock	$ 16

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Jun. 30, 2017	Dec. 31, 2016
Convertible preferred stock, par value	$ 0.0001	$ 0.0001
Convertible preferred stock, authorized (in shares)	17,371,402	17,371,402
Convertible preferred stock, issued (in shares)	14,500,938	14,500,938
Convertible preferred stock, outstanding (in shares)	14,500,938	14,500,938
Convertible preferred stock, liquidation value	$ 195,317	$ 195,317
Pro Forma [Member]
Convertible preferred stock, par value	$ 0.0001
Convertible preferred stock, issued (in shares)	0
Convertible preferred stock, outstanding (in shares)	0
Class A
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, authorized (in shares)	177,000,000	177,000,000
Common stock, issued (in shares)	42,687	0
Common stock, outstanding (in shares)	42,687	0
Class A | Pro Forma [Member]
Common stock, par value	$ 0.0001
Common stock, issued (in shares)	42,687
Common stock, outstanding (in shares)	42,687
Class B
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, authorized (in shares)	175,000,000	175,000,000
Common stock, issued (in shares)	67,792,476	67,095,128
Common stock, outstanding (in shares)	67,792,476	67,095,128
Class B | Pro Forma [Member]
Common stock, par value	$ 0.0001
Common stock, issued (in shares)	160,006,228
Common stock, outstanding (in shares)	160,006,228
Class C
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, authorized (in shares)	2,000,000	2,000,000
Common stock, issued (in shares)	0	0
Common stock, outstanding (in shares)	0	0
Class C | Pro Forma [Member]
Common stock, par value	$ 0.0001
Common stock, issued (in shares)	0
Common stock, outstanding (in shares)	0

Consolidated Statements of Oper

Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Consolidated Statements of Operations
Net revenue	$ 238,057	$ 201,924	$ 482,900	$ 374,022
Operating expenses:
Cost of goods sold, excluding depreciation and amortization	163,520	127,322	332,051	239,845
Marketing	34,519	32,031	95,124	57,444
Product, technology, general, and administrative	65,673	35,307	128,883	64,997
Depreciation and amortization	5,383	1,774	9,563	3,259
Total operating expenses	269,095	196,434	565,621	365,545
Income (loss) from operations	(31,038)	5,490	(82,721)	8,477
Interest income (expense), net	(3,052)	71	(3,522)	128
Other income (expense), net	2,567		2,567
Income (loss) before income taxes	(31,523)	5,561	(83,676)	8,605
Provision for income taxes	(105)	(28)	(146)	(55)
Net income (loss)	$ (31,628)	$ 5,533	$ (83,822)	$ 8,550
Net income (loss) per share attributable to Class A, Class B and Class C common stockholders:
Basic (in dollars per share)	$ (0.47)		$ (1.25)
Diluted (in dollars per share)	$ (0.47)		$ (1.25)
Weighted-average shares used to compute net income (loss) per share attributable to Class A, Class B and Class C common stockholders:
Basic (in shares)	67,387,634	65,846,620	67,239,640	63,909,934
Diluted (in shares)	67,387,634	69,693,228	67,239,640	69,506,396
Earnings Per Share, Pro Forma [Abstract]
Basic (in dollars per share)	$ (0.20)		$ (0.53)
Diluted (in dollars per share)	$ (0.20)		$ (0.53)
Basic (in shares)	159,601,386		159,453,392
Diluted (in shares)	159,601,386		159,453,392

Consolidated Statements of Comp

Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Consolidated Statements of Comprehensive Income (Loss)
Net income (loss)	$ (31,628)	$ 5,533	$ (83,822)	$ 8,550
Other comprehensive loss:
Comprehensive income (loss)	$ (31,628)	$ 5,533	$ (83,822)	$ 8,550

Consolidated Statements of Conv

Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equity (Deficit) - USD ($) $ in Thousands	Common Stock	Additional Paid-In Capital	Accumulated Deficit	Total
Temporary equity beginning balance at Dec. 31, 2015				$ 194,869
Temporary equity beginning balance (in shares) at Dec. 31, 2015				14,500,938
Temporary equity ending balance at Dec. 31, 2016				$ 194,869
Temporary equity ending balance (in shares) at Dec. 31, 2016				14,500,938
Beginning balance at Dec. 31, 2015	$ 7	$ 1,727	$ (83,668)	$ (81,934)
Beginning balance (in shares) at Dec. 31, 2015	66,565,002
Convertible Preferred Stock
Share-based compensation		3,018		3,018
Issuance of common stock upon exercise of stock options		402		402
Issuance of common stock upon exercise of stock options (in shares)	530,126
Net income (loss)			(54,886)	(54,886)
Ending balance at Dec. 31, 2016	$ 7	5,147	(138,554)	(133,400)
Ending balance (in shares) at Dec. 31, 2016	67,095,128
Temporary equity ending balance at Jun. 30, 2017				$ 194,869
Temporary equity ending balance (in shares) at Jun. 30, 2017				14,500,938
Convertible Preferred Stock
Share-based compensation		3,066		$ 3,066
Issuance of common stock upon exercise of stock options		781		781
Issuance of common stock upon exercise of stock options (in shares)	697,348
Issuance of common stock upon acquisition		373		373
Issuance of convertible notes		19,567		19,567
Issuance of common stock upon acquisition (in shares)	42,687
Net income (loss)			(83,822)	(83,822)
Ending balance at Jun. 30, 2017	$ 7	$ 28,934	$ (222,376)	$ (193,435)
Ending balance (in shares) at Jun. 30, 2017	67,835,163

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$ (83,822)	$ 8,550
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation and amortization on property and equipment	8,364	2,628
Amortization of capitalized software development costs	1,199	632
Loss on disposal of property and equipment	23
Changes in reserves and allowances	552	1,226
Share-based compensation	2,992	1,289
Debt discount and issuance cost amortization	2,234
Change in fair value of derivative	(2,567)
Changes in operating assets and liabilities:
Accounts receivable	(41)	103
Inventories	(2,603)	(10,159)
Prepaid expenses and other current assets	108	1,717
Other receivables	(3,844)	98
Other noncurrent assets	(34)	(190)
Accounts payable	14,725	(3,665)
Accrued expenses and other current liabilities	(2,862)	24,567
Deferred revenue	(9,947)	(1,337)
Other noncurrent liabilities	4,832	581
Net cash provided by (used in) operating activities	(70,691)	26,040
CASH FLOWS FROM INVESTING ACTIVITIES:
Capitalized software development costs	(1,848)	(1,351)
Decrease (increase) in restricted cash	1,595	(2,371)
Cash paid for acquisition	(1,177)
Purchases of property and equipment	(89,906)	(7,982)
Net cash used in investing activities	(91,336)	(11,704)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from debt issuance	144,410
Net proceeds from issuance of Common stock	781	85
Payments of public offering costs	(2,909)
Principal payments on capital lease obligations	(95)	(146)
Net cash provided by (used in) financing activities	142,187	(61)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	(19,840)	14,275
CASH AND CASH EQUIVALENTS - Beginning of period	81,468	126,860
CASH AND CASH EQUIVALENTS - End of period	61,628	141,135
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid for income taxes, net of refunds	190	220
Cash paid for interest	1,086	20
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING INFORMATION:
Acquisition (disposal) of property and equipment financed under capital lease obligations	(8)	144
Non-cash addition to property and equipment related to build-to-suit lease	10,930	31,801
Purchases of property and equipment included in Accounts payable and Accrued expenses and other current liabilities	$ 17,592	$ 2,639

Organization and Description of

Organization and Description of Business	6 Months Ended
	Jun. 30, 2017
Organization and Description of Business
Organization and Description of Business	1. 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 creates original recipes, which are sent along with fresh, high-quality, seasonal ingredients, directly to customers for them to prepare, cook, and enjoy. The Company creates these cooking 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 those recipes. In addition to meals, the Company sells wine through Blue Apron Wine, a direct-to-consumer wine delivery service launched in September 2015. The Company also sells a curated selection of cooking tools, utensils, and pantry items through Blue Apron Market, an e-commerce marketplace launched in November 2014. In addition, in February 2017, the Company acquired BN Ranch, a premium supplier of sustainable beef, poultry and lamb. In connection with the Corporate Reorganization as discussed in Note 10, Blue Apron Holdings, Inc. was incorporated in Delaware in December 2016, and Blue Apron, Inc., the parent company prior to the Corporate Reorganization, converted into Blue Apron, LLC and became a direct, wholly-owned subsidiary of Blue Apron Holdings, Inc. The Company’s headquarters are in New York, New York. On July 5, 2017, the Company completed an initial public offering (“IPO”), in which the Company issued and sold 30,000,000 shares of its Class A common stock at a public offering price of $10.00 per share. The Company received approximately $278.5 million in net proceeds after deducting $16.5 million of underwriting discounts and commissions and approximately $5.0 million in offering costs. Upon the closing of the IPO, all of the outstanding shares of convertible preferred stock automatically converted into 85,190,551 shares of Class B common stock at the applicable conversion rates then in effect. Subsequent to the closing of the IPO, there were no shares of preferred stock outstanding. Upon the closing of the IPO, the aggregate principal amount of $64.6 million and all accrued and unpaid interest outstanding on the convertible notes discussed in Note 8 automatically converted into 7,023,201 shares of Class B common stock at the conversion rate then in effect. Subsequent to the closing of the IPO, there were no convertible notes outstanding. The Consolidated Financial Statements as of June 30, 2017, including share and per share amounts, do not give effect to the IPO, conversion of the convertible notes, or the conversion of the convertible preferred stock, as the IPO and such conversions were completed subsequent to June 30, 2017.

Summary of Significant Accounti

Summary of Significant Accounting Policies	6 Months Ended
	Jun. 30, 2017
Summary of Significant Accounting Policies
Summary of Significant Accounting Policies	2. Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation The unaudited Consolidated Financial Statements reflect all adjustments, consisting of only normal recurring adjustments, necessary for the fair statement of the Company’s financial position as of June 30, 2017 and December 31, 2016, results of operations for the three months and six months ended June 30, 2017 and 2016, and cash flows for six months ended June 30, 2017 and 2016 . 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, 2016 included in the Company’s final prospectus related to the IPO, filed with the SEC pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended, on June 29, 2017 (the “Prospectus”). There have been no material changes in the Company's significant accounting policies from those that were disclosed in the Prospectus. 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”). 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, recoverability of long-lived assets, the fair value of share-based awards, recoverability of net deferred tax assets and related valuation allowance, and the recognition and measurement of income tax uncertainties and other 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. Unaudited Pro Forma Information Upon the completion of the IPO, all outstanding convertible preferred stock and the outstanding aggregate principal amount of, and all accrued and unpaid interest on, the Company's outstanding convertible notes each automatically converted into shares of the Company's Class B common stock. The unaudited pro forma Consolidated Balance Sheet data as of June 30, 2017 has been prepared assuming the automatic conversion of the convertible preferred stock outstanding into 85,190,551 shares of Class B common stock and the automatic conversion of the aggregate principal amount of $64.6 million and all accrued and unpaid interest outstanding on the convertible notes into 7,023,201 shares of Class B common stock upon the completion of the IPO. The unaudited pro forma net income (loss) per share for the three months and six months ended June 30, 2017 assumes the automatic conversion of all outstanding shares of convertible preferred stock into 85,190,551 shares of Class B common stock and the automatic conversion of the aggregate principal amount of $64.6 million and all accrued and unpaid interest outstanding on the convertible notes into 7,023,201 shares of Class B common stock. Emerging Growth Company Status The Company is an "emerging growth company," as defined in the Jumpstart Our Business Startups (JOBS) Act, and may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not "emerging growth companies." The Company may take advantage of these exemptions until the Company is no longer an "emerging growth company." Section 107 of the JOBS Act provides that an "emerging growth company" can take advantage of the extended transition period afforded by the JOBS Act for the implementation of new or revised accounting standards. The Company has elected to use the extended transition period for complying with new or revised accounting standards and as a result of this election, its financial statements may not be comparable to companies that comply with public company effective dates. The Company may take advantage of these exemptions up until the last day of the fiscal year following the fifth anniversary of the IPO or such earlier time that it is no longer an emerging growth company. The Company would cease to be an emerging growth company if it has more than $1.07 billion in annual revenue, has more than $700.0 million in market value of its stock held by non-affiliates (and it has been a public company for at least 12 months, and has filed one annual report on Form 10-K), or it issues more than $1.0 billion of non-convertible debt securities over a three-year period. Recently Issued Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2014-09 (“ASU 2014-09”), Revenue from Contracts with Customers (Topic 606) . ASU 2014-09 affects any entity that enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets unless those contracts are within the scope of other standards. The new guidance will supersede the revenue recognition requirements in Topic 605, Revenue Recognition, and most industry-specific guidance. The new standard also includes enhanced disclosures which are significantly more comprehensive than those in existing revenue standards. In March 2016, the FASB issued ASU No. 2016-08, R evenue from Contracts with Customers (Principal versus Agent Considerations) , to clarify the implementation guidance on principal versus agent considerations. In April 2016, the FASB issued ASU No. 2016-10, Revenue from Contracts with Customers (Identifying Performance Obligations and Licensing) , to clarify the implementation guidance on identifying performance obligations and licensing. In May 2016, the FASB issued ASU No. 2016-12, Revenue from Contracts with Customers (Narrow-Scope Improvements and Practical Expedients) , to clarify the implementation guidance on assessing collectibility, presentation of sales taxes, noncash consideration and completed contracts, and contract modifications at transition. In December 2016, the FASB issued ASU No. 2016-20, Technical Corrections and Improvements to Topic 606, (Revenue from Contracts with Customers) , to clarify the guidance or to correct unintended application of guidance . For the Company, the guidance is effective for annual periods beginning after December 15, 2018. Non-public entities are permitted to adopt the standard as early as annual reporting periods beginning after December 15, 2016 and interim periods therein. The Company is evaluating the impact this new guidance may have on its Consolidated Financial Statements. In July 2015, the FASB issued Accounting Standards Update No. 2015-11 (“ASU 2015‑11”), Inventory (Topic 330): Simplifying the Measurement of Inventory . ASU 2015-11 requires inventory to be measured at the lower of cost and net realizable value, and defines net realizable value as the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. For the Company, the amendments in ASU 2015-11 are effective for annual periods beginning after December 15, 2016, with early adoption permitted. The adoption of this guidance is not expected to have a material impact on the Company’s Consolidated Financial Statements. In February 2016, the FASB issued its final standard on lease accounting, Accounting Standards Update No. 2016-02 (“ASU 2016-02”), Leases (Topic 842) , which supersedes Topic 840, Leases. The new accounting standard requires the recognition of right-of-use assets and lease liabilities for all long-term leases, including operating leases, on the balance sheet. The new standard also provides additional guidance on the measurement of the right-of-use assets and lease liabilities and will require enhanced disclosures about the Company’s leasing arrangements. For the Company, the new standard is effective for annual periods beginning after December 15, 2019, with early adoption permitted. The Company is evaluating the impact this new guidance may have on its Consolidated Financial Statements. In March 2016, the FASB issued Accounting Standards Update No. 2016-09 (“ASU 2016-09”), Compensation — Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting . ASU 2016-09 simplifies several aspects of the accounting for share-based payment transactions including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. Some of the areas of simplification apply only to non-public entities. For the Company, the amendments in ASU 2016-09 are effective for annual periods beginning after December 15, 2017, with early adoption permitted. The Company is evaluating the impact this new guidance may have on its Consolidated Financial Statements. In November 2016, the FASB issued Accounting Standards Update No. 2016-18 (“ASU 2016-18”), Statement of Cash Flows (Topic 230): Restricted Cash (a consensus of the FASB Emerging Issues Task Force) . The standard is intended to eliminate diversity in practice in the treatment of restricted cash in the statement of cash flows and requires that the statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. For the Company, the amendments in ASU 2016-18 are effective for annual periods beginning after December 15, 2018, with early adoption permitted. The adoption of this guidance is not expected to have a material impact on the Company’s Consolidated Financial Statements. In May 2017, the FASB issued Accounting Standards Update No. 2017-09 (“ASU 2017-09”), Compensation–Stock Compensation (Topic 718): Scope of Modification Accounting . The standard is intended to provide guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. For the Company, the amendments in ASU 2017-09 are effective for annual periods beginning after December 15, 2017, with early adoption permitted. The Company is evaluating the impact this new guidance may have on its Consolidated Financial Statements.

Inventories, Net

Inventories, Net	6 Months Ended
	Jun. 30, 2017
Inventories, Net
Inventories, Net	3. Inventories, Net Inventories, net consist of the following: June 30, December 31, 2017 2016 (In thousands) Fulfillment $ 8,221 $ 5,758 Product 38,702 37,129 Inventories, net $ 46,923 $ 42,887 Product inventory primarily consists of bulk and prepped food, containers, and products available for resale. 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.

Prepaid Expenses and Other Curr

Prepaid Expenses and Other Current Assets	6 Months Ended
	Jun. 30, 2017
Prepaid Expenses and Other Current Assets
Prepaid Expenses and Other Current Assets	4. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of the following: June 30, December 31, 2017 2016 (In thousands) Deferred public offering costs $ 4,665 $ — Deposits 2,129 1,122 Prepaid marketing 1,759 3,940 Prepaid rent 1,415 1,430 Other current assets 2,588 1,775 Prepaid expenses and other current assets $ 12,556 $ 8,267

Property and Equipment, Net

Property and Equipment, Net	6 Months Ended
	Jun. 30, 2017
Property and Equipment, Net
Property and Equipment, Net	5. Property and Equipment, Net Property and equipment, net consists of the following: June 30, December 31, 2017 2016 (In thousands) Computer equipment $ 11,160 $ 6,468 Capitalized software 6,823 5,448 Fulfillment equipment 36,809 12,525 Furniture and fixtures 4,498 1,491 Leasehold improvements 43,618 23,660 Building (1) 112,938 — Construction in process (1) (2) 38,712 93,092 Property and equipment, gross 254,558 142,684 Less: accumulated depreciation and amortization (21,202) (11,723) Property and equipment, net $ 233,356 $ 130,961 (1) Included in Buildings and Construction in process are buildings related to build-to-suit lease arrangements where the Company is considered the owner for accounting purposes, of which, as of June 30, 2017 and December 31, 2016, the fair value was $55.3 million and $45.0 million, respectively. Costs incurred directly by the Company relating to these arrangements were $82.9 million and $37.6 million as of June 30, 2017 and December 31, 2016, respectively. (2) Construction in process includes all costs capitalized related to projects that have not yet been placed in service. Included in construction in process are buildings related to build-to-suit lease arrangements where the Company is considered the owner for accounting purposes.

Accrued Expenses and Other Curr

Accrued Expenses and Other Current Liabilities	6 Months Ended
	Jun. 30, 2017
Accrued Expenses and Other Current Liabilities
Accrued Expenses and Other Current Liabilities	6. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consist of the following: June 30, December 31, 2017 2016 (In thousands) Accrued compensation $ 10,145 $ 11,069 Accrued credits and refunds reserve 1,699 1,235 Accrued marketing expenses 9,335 5,424 Accrued product expenses 1,540 10,965 Accrued shipping expenses 7,668 4,930 Derivative liability related to convertible notes 12,862 — Other current liabilities 8,068 7,288 Accrued expenses and other current liabilities $ 51,317 $ 40,911

Deferred Revenue

Deferred Revenue	6 Months Ended
	Jun. 30, 2017
Deferred Revenue
Deferred Revenue	7. Deferred Revenue Deferred revenue consists of the following: June 30, December 31, 2017 2016 (In thousands) Cash received prior to fulfillment $ 4,694 $ 10,107 Gift cards, prepaid orders, and other 9,637 14,171 Deferred revenue $ 14,331 $ 24,278

Debt

Debt	6 Months Ended
	Jun. 30, 2017
Debt
Financing Arrangements	8. Debt Revolving Credit Facility On August 26, 2016, the Company entered into a revolving credit and guaranty agreement (the “revolving credit facility”). The revolving credit facility matures in August 2019 and advances under it are secured by certain of the Company’s tangible and intangible assets. Absent any default, the revolving credit facility can be terminated at the Company’s discretion. The maximum amount available to borrow under the revolving credit facility was $150.0 million. In May 2017 and in June 2017, the Company executed amendments to the agreement that each increased the total commitment by $25.0 million, resulting in a total commitment of $200.0 million. As of June 30, 2017 and December 31, 2016, the Company had $125.0 million and $45.0 million, respectively, in outstanding borrowings and $1.4 million and $0.3 million, respectively, in issued letters of credit under the revolving credit facility. The remaining amount available to borrow as of June 30, 2017 and December 31, 2016 was $73.6 million and $104.7 million, respectively. The Company incurred and capitalized $0.5 million in deferred financing costs in long-term debt in connection with the revolving credit facility. As of June 30, 2017 and December 31, 2016, outstanding borrowings in long-term debt consisted of the following: June 30, December 31, Maturity Date 2017 2016 (In thousands) Revolving credit facility 2019 $ 125,000 $ 45,000 Weighted average interest rate 3.27 % 2.84 % Borrowings under the revolving credit facility bear interest, at the Company’s option, at (1) a base rate based on the highest of prime rate, the federal funds rate plus 0.50% and an adjusted LIBOR rate for a one month interest period plus 1.00%, plus in each case a margin ranging from 0.50% to 1.00% (the “base rate”) or (2) an adjusted LIBOR rate plus a margin ranging from 1.50% to 2.00%, based on the Company’s total leverage ratio for the preceding four fiscal quarters and the Company’s status as a public or non-public company (the “adjusted LIBOR rate”). As of June 30, 2017 and December 31, 2016, the Company had outstanding borrowings of $120.0 million and $40.0 million, respectively, under the revolving credit facility utilizing the adjusted LIBOR rate. As of June 30, 2017 and December 31, 2016, the Company had outstanding borrowings of $5.0 million utilizing the base rate. The Company is also obligated under the revolving credit facility to pay customary fees, including an unused commitment fee on undrawn amounts of 0.15%. The Company incurred unused commitment fees related to the revolver of $0.0 million during each of the three and six months ended June 30, 2017 and 2016. The obligations under the revolving credit facility are guaranteed by each of the guarantors as defined in the credit agreement. The revolving credit facility contains certain restrictive covenants, including limitations on the incurrence of indebtedness and liens, restrictions on affiliate transactions, restrictions on the sale or other disposition of collateral, and limitations on dividends and stock repurchases. As of June 30, 2017 and December 31, 2016, the Company was in compliance with all of the covenants under the revolving credit facility. Convertible Notes In May 2017 and June 2017, the Company issued and sold $63.5 million and $1.1 million, respectively, in aggregate principal amount of convertible promissory notes (the “convertible notes”). The total net proceeds from the convertible notes, after deducting initial debt issuance costs of $0.2 million, was approximately $64.4 million. The convertible notes are unsecured general obligations and are subordinated to all of the Company’s current or future senior debt, including indebtedness under the revolving credit facility. The convertible notes mature on May 3, 2019 and bear interest at a rate of 3.5% per annum, compounded annually . Upon maturity, the Company may repay the convertible notes in cash or through the issuance of shares of its Series D preferred stock valued at $13.3269 per share (currently convertible into Class B common stock on a one for one basis and representing a Class B common stock equivalent purchase price of $13.3269 per share). If the Company elects to repay all or a portion of the convertible notes in cash, the holders may nonetheless elect to receive shares of Series D preferred stock (valued at $13.3269 per share) in lieu of cash. At the issuance date, the conversion price per share was less than the fair value of one share of Series D Preferred Stock. In accordance with accounting guidance on beneficial conversion features, the Company recorded the portion of the debt proceeds equal to the intrinsic value of the optional conversion feature, and recorded $19.6 million as a beneficial conversion feature in stockholders’ equity. Upon the closing of a qualified initial public offering, the convertible notes automatically convert into an aggregate number of shares of Class B common stock at a price per share equal to the initial public offering price of the Class A common stock, less a specified discount to such price. If the Company were to consummate a change of control transaction, immediately prior to such change of control transaction, the convertible notes would convert into shares of Class B common stock on terms (including a discount based on the amount of time that has elapsed prior to such transaction) that are similar to the conversion terms in connection with a qualified initial public offering. In accordance with accounting guidance on embedded conversion features, the Company fair valued and bifurcated the automatic conversion features from the respective host debt instrument, and recorded a debt derivative of $15.4 million at date of issuance which has been classified in Accrued expenses and other current liabilities. The derivative liability will be revalued at each reporting date with changes in fair value recorded as a component of Other income and expense. The resulting debt discount from the derivative liability and beneficial conversion feature is amortized to interest expense using the effective interest rate method. During the three and six months ended June 30, 2017, the Company recorded a gain of $2.6 million in Other income (expense), net due to the change in value of the derivative liability during the period. During the three and six months ended June 30, 2017, the Company incurred $2.1 million of interest expense related to amortization of debt discount and initial debt issuance costs. As of June 30, 2017, the net carrying value of convertible notes, net of the discount, was $31.5 million. On July 5, 2017, upon the closing of the IPO, the outstanding principal amount and all accrued and unpaid interest on the convertible notes were automatically converted into 7,023,201 shares of Class B common stock. Upon the conversion of the convertible notes, the outstanding principal, derivative, accrued interest, and discount was settled, resulting in a loss on extinguishment of approximately $18 million. The fair value of the shares issued upon conversion will be recorded in stockholder’s equity (deficit). Facility Financing Obligation As of June 30, 2017 and December 31, 2016, the Company has recorded a facility financing obligation of $60.7 million and $49.8 million, respectively, related to leased fulfillment centers in New Jersey and California under the build-to-suit accounting guidance. See Note 9 for further discussion.

Commitments and Contingencies

Commitments and Contingencies	6 Months Ended
	Jun. 30, 2017
Contingencies and Commitments
Commitments and Contingencies	9. Commitments and Contingencies Lease and Other Commitments The 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. The Company recognizes rent expense under these arrangements on a straight-line basis over the term of the lease. The Company leases certain equipment under capital lease arrangements that expire at various dates through 2020. The current portion of the Company’s capital lease obligations is a component of other current liabilities on the Consolidated Balance Sheets and the noncurrent portion of the Company’s capital lease obligations is a component of Other noncurrent liabilities on the Consolidated Balance Sheets. In March 2016, the Company signed a lease for a new fulfillment center in New Jersey and in August 2016 the Company signed a lease for a new fulfillment center in California, which expire in 2026 and 2027, respectively. The total non-cancelable minimum lease payments for these leases are $40.8 million and $38.5 million, respectively. As a result of the nature of the Company’s involvement in the construction of these leased fulfillment centers, the Company is considered to be the owner for accounting purposes. The Company follows build-to-suit accounting for these arrangements and capitalizes the fair value of the buildings and direct construction costs incurred along with a corresponding facility financing liability. If upon completion of construction, the arrangement does not meet the sale-leaseback criteria, the Company will continue to be considered the owner of the buildings for accounting purposes. Upon substantial completion of the construction phase of the build out of the new fulfillment center in New Jersey in June 2017, the Company performed a sale-leaseback analysis pursuant to Accounting Standards Codification (“ASC”) 840 – Leases, to determine the appropriateness of removing the previously capitalized assets from the Consolidated Balance Sheets. The Company concluded that components of “continuing involvement" were evident as a result of this analysis, thereby failing the sale-leaseback test which precludes the derecognition of the related assets from the Consolidated Balance Sheets. In conjunction with the lease, the Company also recorded a facility financing obligation equal to the fair market value of the assets received from the landlord. At the end of the lease term, including exercise of any renewal options, the net remaining facility financing obligation over the net carrying value of the fixed asset will be recognized as a non-cash gain on sale of the property. The Company does not report rent expense for the lease. Rather, rental payments under the lease are recognized as a reduction of the financing obligation and interest expense and the associated asset capitalized throughout the construction project is depreciated over its determined useful life. In May 2017, we commenced a non-cancellable purchase commitment with a food supplier. Based on projected minimum purchase volumes and expected pricing, our minimum purchase obligation is estimated to be approximately $42.5 million in the aggregate through 2020. Total purchases under the contract may be higher than the minimum non-cancellable commitment. In addition, in May 2017, we amended the lease for one of our principal executive offices in New York, New York to extend the term through October 2019 and lease additional office space at the location. The amendment resulted in an increase of $7.6 million in the minimum lease payments required over the remaining term of the lease arrangement.

Common Stock

Common Stock	6 Months Ended
	Jun. 30, 2017
Common Stock.
Common Stock	10. Common Stock Blue Apron Holdings, Inc., was incorporated in Delaware in December 2016 to enable Blue Apron, Inc. to implement a holding company organizational structure, effected by a merger conducted pursuant to Section 251(g) of the General Corporation Law of the State of Delaware, as described below. The Company refers to this transaction as its “Corporate Reorganization.” Immediately prior to the Corporate Reorganization, Blue Apron Holdings, Inc. was a direct, wholly-owned subsidiary of Blue Apron, Inc., and Blue Apron Merger Sub, Inc., a Delaware corporation, which is referred to as “Merger Sub”, was a direct, wholly-owned subsidiary of Blue Apron Holdings, Inc. Both Blue Apron Holdings, Inc. and Merger Sub were organized for the sole purpose of implementing the Corporate Reorganization. In December 2016, Merger Sub merged with and into Blue Apron, Inc., with Blue Apron, Inc. continuing as the surviving corporation. Each issued and outstanding share of common stock of Blue Apron, Inc. was converted into one share of common stock of Blue Apron Holdings, Inc. and each issued and outstanding share of preferred stock of Blue Apron, Inc. was converted into one share of preferred stock of Blue Apron Holdings, Inc. The separate corporate existence of Merger Sub ceased and all of the issued and outstanding shares of Blue Apron Holdings, Inc. owned by Blue Apron, Inc. were automatically canceled and retired. As a result of the Corporate Reorganization, each stockholder of Blue Apron, Inc. became a stockholder of Blue Apron Holdings, Inc., holding the same proportional equity interests as immediately prior to the Corporate Reorganization, and Blue Apron, Inc. became a direct, wholly-owned subsidiary of Blue Apron Holdings, Inc. The certificate of incorporation and bylaws of Blue Apron Holdings, Inc. were amended and restated in order to be identical to those of Blue Apron, Inc. prior to the Corporate Reorganization, and the initial directors and executive officers of Blue Apron Holdings, Inc. were the same individuals who were directors and executive officers of Blue Apron, Inc. immediately prior to the Corporate Reorganization. In December 2016, immediately after the merger, Blue Apron, Inc. converted into Blue Apron, LLC, a Delaware limited liability company. In connection with the Corporate Reorganization, Blue Apron Holdings, Inc. assumed the 2012 Equity Incentive Plan, as previously amended, and then amended and restated the plan in its entirety. The Company refers to the Restated Blue Apron, Inc. 2012 Equity Incentive Plan, as so amended and restated, as the Blue Apron Holdings, Inc. 2012 Equity Incentive Plan, or the 2012 Equity Incentive Plan. Blue Apron Holdings, Inc. also assumed Blue Apron, LLC’s obligations under the various investor agreements that had been entered into in connection with the Series D preferred stock financing of Blue Apron, Inc. in May 2015. The other liabilities of Blue Apron, LLC, including under its revolving credit facility, were not assumed by Blue Apron Holdings, Inc. in the Corporate Reorganization and therefore continue to be obligations of Blue Apron, LLC, and the assets of Blue Apron, LLC were not transferred to Blue Apron Holdings, Inc. and continue to be assets of Blue Apron, LLC. In connection with the Corporate Reorganization, the Company also implemented a tri-class capital structure consisting of two classes of voting common stock, Class A common stock and Class B common stock, and one class of non-voting stock, Class C capital stock (“Class C common stock”). To implement the tri-class capital structure, all then-outstanding shares of common stock, having one vote per share, were reclassified into shares of Class B common stock, having ten votes per share, and all then-outstanding securities convertible or exercisable for common stock became convertible or exercisable for Class B common stock. Class A common stock is entitled to one vote per share. Each outstanding share of Class B common stock will convert automatically into one share of Class A common stock upon any transfer, whether or not for value and whether voluntary or involuntary or by operation of law, except for certain exceptions and permitted transfers, or other events as described in the Company’s restated certificate of incorporation. The Company is required to reserve and keep available out of its authorized shares of common stock a number of shares sufficient to effect the conversion of all outstanding shares of convertible preferred stock, shares issued under, the exercise of options granted under, and share-based compensation awards available for grant under the 2017 and 2012 Equity Incentive Plans. Shares of common stock, on an as-converted basis, are outstanding or reserved for issuance as follows: June 30, December 31, 2017 2016 Conversion of authorized Series A convertible preferred stock 37,120,450 37,120,450 Conversion of authorized Series B convertible preferred stock 22,761,000 22,761,000 Conversion of authorized Series C convertible preferred stock 15,007,240 15,007,240 Conversion of authorized Series D convertible preferred stock 13,172,325 13,172,325 Outstanding common stock issued and stock options granted under equity incentive plans 17,090,819 15,041,498 Shares reserved for future option grants and restricted stock grants under 2012 Equity Incentive Plan — 2,689,682 Shares reserved for future option grants and restricted stock grants under 2017 Equity Incentive Plan 25,640,361 — Total common stock outstanding or reserved for issuance under equity incentive plans and convertible preferred stock 130,792,195 105,792,195 In May 2017, the Company issued 42,687 shares of Class A common stock in exchange for an equal number of shares of outstanding Class C common stock and agreed to hold back an additional 10,285 shares of Class A common stock as security for potential claims for indemnification related to its acquisition of certain assets of BN Ranch, LLC, rather than an equal number of shares of Class C common stock. In connection with the IPO, the Company’s board of directors adopted the 2017 Equity Incentive Plan as discussed in Note 12. Additionally, in connection with the IPO, on July 5, 2017, the Company issued 30,000,000 shares of Class A common stock and all outstanding shares of convertible preferred stock converted into Class B common stock, as discussed in Note 11.

Convertible Preferred Stock

Convertible Preferred Stock	6 Months Ended
	Jun. 30, 2017
Convertible Preferred Stock
Convertible Preferred Stock	11. Convertible Preferred Stock In connection with the IPO, on July 5, 2017, all outstanding shares of convertible preferred stock converted into Class B common stock. In connection with the Corporate Reorganization as discussed in Note 10, each issued and outstanding share of preferred stock of Blue Apron, Inc. was converted into one share of preferred stock of Blue Apron Holdings, Inc. Blue Apron Holdings, Inc. also assumed Blue Apron, LLC’s obligations under the various investor agreements that had been entered into in connection with the Series D preferred stock financing of Blue Apron, Inc. in 2015. The following tables summarize the Company’s authorized, issued and outstanding convertible preferred stock as of June 30, 2017 and December 31, 2016: June 30, 2017 and December 31, 2016 Shares Issued Aggregate Shares and Liquidation Liquidation Conversion Convertible Preferred Stock: Authorized Outstanding Net Proceeds Price Per Share Preference Price Per Share (In thousands, except share and per-share data) Series A 742,409 742,409 $ 2,974 $ 4.0751 $ 3,025 $ 0.0815 Series B 455,220 455,220 4,939 10.9837 5,000 0.2197 Series C 3,001,448 3,001,448 49,824 16.6586 50,000 3.3317 Series D 13,172,325 10,301,861 137,132 13.3269 137,292 13.3269 Convertible preferred stock 17,371,402 14,500,938 $ 194,869 $ 195,317 The Company recorded the convertible preferred stock at fair value on the dates of issuance, net of issuance costs. The Company classifies its convertible preferred stock outside of stockholders’ equity (deficit) because, in the event certain circumstances were to occur in connection with certain liquidation events, the shares would become redeemable at the option of the holders. The Company did not adjust the carrying values of the convertible preferred stock to the deemed liquidation values of such shares since a liquidation event was not probable at the balance sheet dates. Subsequent adjustments to increase or decrease the carrying values to the ultimate liquidation values will be made if and when it becomes probable that such a liquidation event will occur. The holders of the Company’s preferred stock have various rights, preferences, and privileges as follows: Conversion Rights Each share of the Company’s Series A convertible preferred stock (“Series A”), Series B convertible preferred stock (“Series B”), Series C convertible preferred stock (“Series C”), and Series D convertible preferred stock (“Series D”) is convertible, at the option of the holder, at any time and without the payment of additional consideration, into Class B common stock determined by dividing the original issue price by the applicable conversion price, as described below. The original issue price per share is $4.0751 for the Series A, $10.9837 for the Series B, $16.6586 for the Series C, and $13.3269 for the Series D (in each case, as adjusted for certain recapitalizations, splits, combinations, common stock dividends, or similar events). At June 30, 2017 and December 31, 2016, the conversion prices per share are $0.0815 for the Series A, $0.2197 for the Series B, $3.3317 for the Series C, and $13.3269 for the Series D. As of June 30, 2017 and December 31, 2016, at the current conversion ratio, the Series A will convert on a 50-for-1 basis into Class B common stock, the Series B will convert on a 50-for-1 basis into Class B common stock, the Series C will convert on a 5-for-1 basis into Class B common stock, and the Series D will convert on a 1-for-1 basis into Class B common stock. The conversion price per share for the preferred stock shall be adjusted for certain recapitalizations, splits, combinations, dividends, or similar events, as discussed below. All of the Company’s shares of convertible preferred stock will automatically convert into Class B common stock at the respective conversion price effective immediately prior to the earlier of: (a) the closing of an underwritten initial public offering of the Company’s common stock resulting in at least $50.0 million of gross proceeds to the Company and the listing of its common stock on an internationally recognized stock exchange, and (b) a date specified by vote or written consent of the holders of the majority of the Company’s then outstanding shares of convertible preferred stock (voting together as a single class on an as-converted to common stock basis), provided, however, that the conversion of the Series C and Series D shall also require the consent of the holders of a majority of the shares of the Series C and Series D, respectively. Conversion Price Adjustments The conversion price per share of the Series A, Series B, Series C, and Series D will be reduced if the Company issues additional stock or rights to acquire stock (subject to certain limitations) without consideration or for consideration per share less than the Series A, Series B, Series C, and Series D conversion price in effect for that series. Voting Rights Each share of Class B common stock is entitled to ten votes. Each holder of preferred stock is entitled to ten votes for each whole share of Class B common stock into which the shares of preferred stock held by such holder are convertible. The holders of the Series B, voting exclusively and as a separate class, have the right to elect one director. The holders of the Series C, voting exclusively and as a separate class, have the right to elect one director. The holders of the Class B common stock, voting exclusively and as a separate class, have the right to elect four directors. The board of directors, by majority vote, has the right to elect the one remaining director. Liquidation Rights In the event of any voluntary or involuntary liquidation, dissolution or winding-up of the Company, including a Deemed Liquidation Event (as defined below), the holders of the Series D then outstanding shall be entitled to be paid out of the assets available for distribution to the Company’s stockholders, before any payment shall be made to the holders of Series A, Series B, Series C, or common stock by reason of their ownership thereof, an amount per share equal to the greater of (i) the Series D original issue price, plus any dividend declared but unpaid thereon, and (ii) such amount per share as would have been payable had all shares of Series D been converted into Class B common stock immediately prior to such liquidation, dissolution or winding-up (or such Deemed Liquidation Event). After the payment of the liquidation amount to be paid to the holders of Series D, the holders of the Series A, Series B, and Series C then outstanding shall be entitled to be paid on a pari passu basis out of the remaining assets available for distribution to the Company’s stockholders, before any payment shall be made to the holders of common stock by reason of their ownership thereof, an amount per share equal to the greater of (i) the applicable original issue price, plus any dividend declared but unpaid thereon, and (ii) such amount per share as would have been payable had all shares of the applicable series of Series A, Series B, and Series C had been converted into Class B common stock immediately prior to such liquidation, dissolution or winding-up (or Deemed Liquidation Event). As of June 30, 2017 and December 31, 2016, the liquidation amount was $4.0751 per share for the Series A, $10.9837 per share for the Series B, $16.6586 per share for the Series C, and $13.3269 per share for the Series D. After the payment of the liquidation amounts to be paid to the holders of the Series A, Series B, and Series C, the remaining assets available for distribution to the Company’s stockholders shall be distributed among the holders of the common stock, pro rata based on the number of shares held by each such holder. A “Deemed Liquidation Event” is in general defined for this purpose as any acquisition of the Company by means of merger or other form of corporate reorganization in which the Company’s outstanding shares are exchanged for securities or other consideration issued, or caused to be issued, by the acquiring corporation or its subsidiary (other than a reincorporation transaction) or a sale of all or substantially all of the Company’s assets. Dividend Rights The convertible preferred stockholders are entitled to receive dividends at a rate of $0.326 per annum for each share of Series A, $0.879 per annum for each share of Series B, $1.333 per annum for each share of Series C, and $1.06615 per annum for each share of Series D (in each case, as adjusted for any stock splits, stock dividends, combinations, subdivisions, recapitalizations, or the like). Such dividends are payable out of assets legally available therefore, are payable only when, as, and if declared by the board of directors and are not cumulative. No dividends may be paid on the Series A, Series B, Series C, or common stock until the Series D has received its dividend preference. After payment of the foregoing dividends to the holders of the Series D, no dividends may be paid on the common stock until the Series A, Series B, and Series C have received their dividend preference which is distributed in proportion to the number of shares of Class B common stock that would be held by each stockholder if all shares of preferred stock were converted to Class B common stock. After the payment of the foregoing dividends to the holders of convertible preferred stock, any additional dividends declared by the board of directors out of funds legally available shall be shared equally among all outstanding shares on an as-converted basis. No dividends have been declared to date. Redemption Rights The Company’s convertible preferred stock does not contain any fixed or determinable redemption features, except in connection with a Deemed Liquidation Event.

Share_based Compensation

Share‑based Compensation	6 Months Ended
	Jun. 30, 2017
Share-based Compensation
Share-based Compensation	12. Share-based Compensation The Company recognized share-based compensation for share-based awards of $1.8 million and $0.7 million during the three months ended June 30, 2017 and 2016, respectively. The Company recognized share-based compensation for share-based awards of $3.0 million and $1.3 million during the six months ended June 30, 2017 and 2016, respectively. Share-based compensation is primarily included as a component of product, technology, general, and administrative expenses in the accompanying Consolidated Statements of Operations. Market Grant In February 2016, the Company granted an option to purchase 481,123 shares of its Class B common stock with an exercise price of $62.35 to one of its executive officers (the “Market Grant”). In addition to the typical vesting requirements of the 2012 Equity Incentive Plan, this grant allows for acceleration of vesting including full and immediate vesting upon certain termination events. As this grant was determined to include a market condition, the Company utilized the Monte Carlo simulation valuation model to value the grant. The total grant date fair value of the Market Grant was $0.5 million and is recognized as expense over the derived service period of 5.7 years. Equity Incentive Plan In connection with the IPO, the Company’s board of directors adopted the 2017 Equity Incentive Plan for the purpose of granting incentive stock options, non-qualified stock options, restricted stock, restricted stock units, and other share-based awards to employees, directors, and consultants. Options may be granted at a price per share not less than 100% of the fair market value at the date of grant. If, at the time the Company grants an incentive stock option, the optionee owns stock that holds more than 10% of the total combined voting power of all classes of the Company’s stock (“10% stockholder”), the exercise price must be at least 110% of the fair value of the common stock on the grant date. Options granted are exercisable over a maximum term of ten years from the date of grant, or five years from the date of grant for a 10% stockholder and generally vest over a period of four years. In August 2012, the Company’s board of directors adopted the 2012 Equity Incentive Plan for the purpose of granting incentive stock options, non-qualified stock options, restricted stock, and restricted stock units to employees, directors, and consultants. Options may be granted at a price per share not less than 100% of the fair market value at the date of grant. If, at the time the Company grants an incentive stock option, the optionee owns stock that holds more than 10% of the total combined voting power of all classes of the Company’s stock (“10% stockholder”), the exercise price must be at least 110% of the fair value of the common stock on the grant date. Options granted are exercisable over a maximum term of ten years from the date of grant, or five years from the date of grant for a 10% stockholder and generally vest over a period of four years. In connection with the Corporate Reorganization as discussed in Note 10, Blue Apron Holdings, Inc. assumed Blue Apron, Inc.’s Restated 2012 Equity Incentive Plan, as previously amended, and then amended and restated the plan in its entirety. Following the assumption of the 2012 Equity Incentive Plan, outstanding options to purchase Blue Apron, Inc.’s common stock were automatically converted into options to purchase an equal number of shares of Class B common stock of Blue Apron Holdings, Inc. with no change in the applicable exercise price, vesting schedule, or term. Equity Awards to Hourly Fulfillment Center Employees In July 2017, upon the closing of the IPO, the Company granted approximately 1.1 million Class A restricted stock units under the 2017 Equity Incentive Plan to substantially all of the Company’s hourly fulfillment center employees. These grants vest on the second anniversary of their issuance. Restricted Stock Unit Awards In July 2017, upon the closing of the IPO, the Company granted approximately 2.2 million Class A restricted stock units under the 2017 Equity Incentive Plan to certain other employees, including the Company’s executive officers. These restricted stock units will vest as follows: 10% on the first anniversary of issuance, 20% on the second anniversary of issuance, 30% on the third anniversary of issuance, and 40% on the fourth anniversary of issuance. In August 2017, the Company amended the vesting schedule for substantially all of the restricted stock units granted in July 2017 to vest as follows: 25% on the first anniversary of the date of grant, 25% on the second anniversary of the date of grant, 25% on the third anniversary of the date of grant, and 25% on the fourth anniversary of the date of grant. This amendment represents a Type 1 accounting modification as the vesting of the award is considered probable both before and after the modification. Accordingly, the Company will continue to record stock-based compensation expense based on the original grant date fair value prior to the modification.

Earnings per Share

Earnings per Share	6 Months Ended
	Jun. 30, 2017
Earnings per Share
Earnings per Share	13. Earnings per Share The Company follows the two-class method when computing net income (loss) per share as the Company has issued shares that meet the definition of participating securities. The two-class method determines net income (loss) per share for each class of common stock and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires income available to common stockholders for the period to be allocated between common stock and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. For the three and six months ended June 30, 2016, the Company did not have any outstanding shares of Class A or Class C common stock. The rights, including the liquidation and dividend rights, of the Class A, Class B, and Class C common stock are substantially the same, other than voting rights. The Company’s convertible preferred stock does not contractually require the holders of such shares to participate in losses of the Company. Accordingly, the two-class method does not apply for periods in which the Company reports a net loss. 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 and convertible preferred stock. 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, 2017 2016 2017 2016 Class A Class B Class C Class B Class A Class B Class C Class B (in thousands, except share and per-share data) Numerator: Net income (loss) $ (8) $ (31,608) $ (12) $ 5,533 $ (11) $ (83,786) $ (25) $ 8,550 Undistributed earnings reallocated to convertible preferred stock — — — (5,533) — — — (8,550) Net income (loss) attributable to common stockholders $ (8) $ (31,608) $ (12) $ — $ (11) $ (83,786) $ (25) $ — Denominator: Weighted-average shares used to compute net income (loss) per share attributable to common stockholders—basic 17,825 67,344,947 24,862 65,846,620 8,962 67,210,632 20,046 63,909,934 Effect of dilutive securities: — — — 3,846,608 — — — 5,596,462 Weighted-average shares used to compute net income (loss) per share attributable to common stockholders—diluted 17,825 67,344,947 24,862 69,693,228 8,962 67,210,632 20,046 69,506,396 Net income (loss) per share attributable to common stockholders—basic (1) $ (0.47) $ (0.47) $ (0.47) $ — $ (1.25) $ (1.25) $ (1.25) $ — Net income (loss) per share attributable to common stockholders—diluted (1) $ (0.47) $ (0.47) $ (0.47) $ — $ (1.25) $ (1.25) $ (1.25) $ — (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, 2017 2016 2017 2016 Class A Class B Class C Class B Class A Class B Class C Class B Stock options — 11,257,162 — 3,051,468 — 10,535,396 — 3,091,598 Restricted stock — 38,709 — — — 40,573 — — Convertible preferred stock (1) — 85,190,551 — 85,190,551 — 85,190,551 — 85,190,551 Convertible notes — 7,023,201 — — — 7,023,201 — — Total anti-dilutive securities — 103,509,623 — 88,242,019 — 102,789,721 — 88,282,149 (1) For the three and six months ended June 30, 2016, the Undistributed earnings reallocated to convertible preferred stock does not fully cover the participation rights of the convertible preferred stock under the two-class method. As such, the Company has included the convertible preferred stock as antidilutive in the above table.

Fair Value of Financial Instrum

Fair Value of Financial Instruments	6 Months Ended
	Jun. 30, 2017
Fair Value of Financial Instruments
Fair Value of Financial Instruments	14. Fair Value of Financial Instruments The fair value of financial instruments is determined based on assumptions that market participants would use when pricing an asset or liability at the balance sheet date. Certain assets are categorized based on the following fair value hierarchy of market participant assumptions: Level 1 — Unadjusted quoted prices in active markets that are accessible at the measurement date for identical assets or liabilities. Level 2 — Inputs, other than quoted prices in active markets, that are observable either directly or indirectly. Level 3 — Prices or valuation techniques that require inputs that are both significant to the fair value of the asset or liability and supported by little or no market activity. The Company uses observable market data when available, and minimizes the use of unobservable inputs when determining fair value. The following are the major categories of assets and liabilities measured at fair value on a recurring basis as of June 30, 2017 using quoted prices in active markets for identical assets (Level 1), significant other observable inputs (Level 2) and significant unobservable inputs (Level 3): June 30, 2017 Level 1 Level 2 Level 3 Total (In thousands) Financial Assets: Money market accounts $ 36,955 $ — $ — $ 36,955 Total financial assets $ 36,955 $ — $ — $ 36,955 Financial Liabilities: Convertible notes derivative $ — $ — $ 12,862 $ 12,862 Total financial liabilities $ — $ — $ 12,862 $ 12,862 As of June 30, 2017 and December 31, 2016, the Company had $37.0 million and $58.3 million, respectively, in financial assets held in money market accounts, all of which were classified as Level 1 in the fair value hierarchy. The Company measured the money market accounts at fair value. The Company classified its money market accounts as Level 1 because the values of these assets are determined using unadjusted quoted prices in active markets for identical assets. During the three and six month ended June 30, 2017 , the Company did not have net realized gains or losses related to its financial assets. As of June 30, 2017 and December 31, 2016, the Company did not have any assets or liabilities classified as Level 2 in the fair value hierarchy. As of June 30, 2017, the Company had a $12.9 million derivative liability associated with the convertible notes discussed in Note 8, classified as Level 3 in the fair value hierarchy. As of December 31, 2016, the Company did not have any assets or liabilities classified as Level 3. To derive the fair value of the embedded derivative, we estimated the fair value of the convertible notes with and without the embedded derivative using a discounted cash flow approach. The difference between the “with” and “without” convertible note prices determined the fair value of the embedded derivative at issuance. Key inputs for this valuation were the stated interest rate of the convertible notes, our assumed cost of debt, assessment of the likelihood and timing of conversion, and the discount upon conversion of the notes into equity. The derivative liability was remeasured to fair value on June 30, 2017 using the same with or without method. The Company classified the derivative liability as Level 3 due to the lack of relevant observable market data. During the three and six months ended June 30, 2017, the Company recorded a gain of $2.6 million in Other income (expense), net due to the change in value of the derivative liability during the period. The following table represents a rollforward of the fair value of Level 3 instruments: June 30, December 31, 2017 2016 (In thousands) Financial Liabilities Balance at beginning of period $ — $ — Issuance of convertible notes derivative 15,429 — Change in fair value of derivative (2,567) — Balance at end of period $ 12,862 $ — On July 5, 2017, upon the closing of the IPO, the outstanding principal amount and all accrued and unpaid interest on the convertible notes were automatically converted into 7,023,201 shares of Class B common stock. The derivative was remeasured to the settlement value upon the conversion, resulting in a gain of $3.5 million. On July 5, 2017, the total loss to be recognized from the settlement of the convertible notes is approximately $18 million, net of the remeasurement gain on the derivative.

Acquisition

Acquisition	6 Months Ended
	Jun. 30, 2017
Acquisition (unaudited)
Acquisition	15. Acquisition On February 28, 2017, the Company acquired certain assets of BN Ranch, LLC, a premium supplier of sustainable poultry, beef and lamb. The transaction has been accounted for as a purchase of a business. The purchase price was allocated to the tangible assets acquired and liabilities assumed in the Company's Consolidated Financial Statements. This acquisition did not have a material impact on the Company's Consolidated Financial Statements.

Subsequent Events

Subsequent Events	6 Months Ended
	Jun. 30, 2017
Subsequent Events
Subsequent Events	16. Subsequent Events On July 5, 2017, the Company completed the IPO, in which the Company issued and sold 30,000,000 shares of its Class A common stock at a public offering price of $10.00 per share for aggregate gross proceeds of $300.0 million. The Company received approximately $278.5 million in net proceeds after deducting $16.5 million of underwriting discounts and commissions and approximately $5.0 million in offering costs. Upon the closing of the IPO, all of the outstanding shares of convertible preferred stock automatically converted into 85,190,551 shares of Class B common stock at the conversion rates then in effect. Subsequent to the closing of the IPO, there were no shares of preferred stock outstanding. Upon the closing of the IPO, all of the outstanding convertible notes automatically converted into 7,023,201 shares of Class B common stock at the conversion rate then in effect. Subsequent to the closing of the IPO, there were no convertible notes outstanding. In connection with the IPO, the Company amended and restated its Fifth Amended and Restated Certificate of Incorporation to change the authorized capital stock to 1,500,000,000 shares of Class A common stock, 175,000,000 shares of Class B common stock, 500,000,000 shares of Class C common stock, and 10,000,000 shares designated as preferred stock, all with a par value of $0.0001 per share. The Consolidated Financial Statements as of June 30, 2017, including share and per share amounts, do not give effect to the IPO, conversion of the convertible notes, or the conversion of the convertible preferred stock as the IPO and such conversions were completed subsequent to June 30, 2017. In July 2017, the Company approved a plan to transition all of its Jersey City, New Jersey fulfillment center operations to its new fulfillment center in Linden, New Jersey. The Company concluded this change in operations represents a triggering event with respect to its long-lived assets at its Jersey City facility and therefore is performing an impairment test in accordance with ASC 360-10-35. The carrying amount of the Company’s long-lived assets at its Jersey City facility, subject to a potential impairment charge, was $11.8 million as of June 30, 2017, primarily consisting of leasehold improvements and equipment. In addition, the Company has future non-cancellable lease payments of approximately $6.5 million as of June 30, 2017. The Company is continuing to evaluate the timing of the transition and potential alternatives for the facility.

Summary of Significant Accoun24

Summary of Significant Accounting Policies (Policies)	6 Months Ended
	Jun. 30, 2017
Summary of Significant Accounting Policies
Basis of Presentation and Principles of Consolidation	The unaudited Consolidated Financial Statements reflect all adjustments, consisting of only normal recurring adjustments, necessary for the fair statement of the Company’s financial position as of June 30, 2017 and December 31, 2016, results of operations for the three months and six months ended June 30, 2017 and 2016, and cash flows for six months ended June 30, 2017 and 2016 . 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, 2016 included in the Company’s final prospectus related to the IPO, filed with the SEC pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended, on June 29, 2017 (the “Prospectus”). There have been no material changes in the Company's significant accounting policies from those that were disclosed in the Prospectus. 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”).
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, recoverability of long-lived assets, the fair value of share-based awards, recoverability of net deferred tax assets and related valuation allowance, and the recognition and measurement of income tax uncertainties and other 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.
Unaudited Pro Forma Information	Upon the completion of the IPO, all outstanding convertible preferred stock and the outstanding aggregate principal amount of, and all accrued and unpaid interest on, the Company's outstanding convertible notes each automatically converted into shares of the Company's Class B common stock. The unaudited pro forma Consolidated Balance Sheet data as of June 30, 2017 has been prepared assuming the automatic conversion of the convertible preferred stock outstanding into 85,190,551 shares of Class B common stock and the automatic conversion of the aggregate principal amount of $64.6 million and all accrued and unpaid interest outstanding on the convertible notes into 7,023,201 shares of Class B common stock upon the completion of the IPO. The unaudited pro forma net income (loss) per share for the three months and six months ended June 30, 2017 assumes the automatic conversion of all outstanding shares of convertible preferred stock into 85,190,551 shares of Class B common stock and the automatic conversion of the aggregate principal amount of $64.6 million and all accrued and unpaid interest outstanding on the convertible notes into 7,023,201 shares of Class B common stock.
Emerging Growth Company Status	The Company is an "emerging growth company," as defined in the Jumpstart Our Business Startups (JOBS) Act, and may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not "emerging growth companies." The Company may take advantage of these exemptions until the Company is no longer an "emerging growth company." Section 107 of the JOBS Act provides that an "emerging growth company" can take advantage of the extended transition period afforded by the JOBS Act for the implementation of new or revised accounting standards. The Company has elected to use the extended transition period for complying with new or revised accounting standards and as a result of this election, its financial statements may not be comparable to companies that comply with public company effective dates. The Company may take advantage of these exemptions up until the last day of the fiscal year following the fifth anniversary of the IPO or such earlier time that it is no longer an emerging growth company. The Company would cease to be an emerging growth company if it has more than $1.07 billion in annual revenue, has more than $700.0 million in market value of its stock held by non-affiliates (and it has been a public company for at least 12 months, and has filed one annual report on Form 10-K), or it issues more than $1.0 billion of non-convertible debt securities over a three-year period.
Recently Issued Accounting Pronouncements	In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2014-09 (“ASU 2014-09”), Revenue from Contracts with Customers (Topic 606) . ASU 2014-09 affects any entity that enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets unless those contracts are within the scope of other standards. The new guidance will supersede the revenue recognition requirements in Topic 605, Revenue Recognition, and most industry-specific guidance. The new standard also includes enhanced disclosures which are significantly more comprehensive than those in existing revenue standards. In March 2016, the FASB issued ASU No. 2016-08, R evenue from Contracts with Customers (Principal versus Agent Considerations) , to clarify the implementation guidance on principal versus agent considerations. In April 2016, the FASB issued ASU No. 2016-10, Revenue from Contracts with Customers (Identifying Performance Obligations and Licensing) , to clarify the implementation guidance on identifying performance obligations and licensing. In May 2016, the FASB issued ASU No. 2016-12, Revenue from Contracts with Customers (Narrow-Scope Improvements and Practical Expedients) , to clarify the implementation guidance on assessing collectibility, presentation of sales taxes, noncash consideration and completed contracts, and contract modifications at transition. In December 2016, the FASB issued ASU No. 2016-20, Technical Corrections and Improvements to Topic 606, (Revenue from Contracts with Customers) , to clarify the guidance or to correct unintended application of guidance . For the Company, the guidance is effective for annual periods beginning after December 15, 2018. Non-public entities are permitted to adopt the standard as early as annual reporting periods beginning after December 15, 2016 and interim periods therein. The Company is evaluating the impact this new guidance may have on its Consolidated Financial Statements. In July 2015, the FASB issued Accounting Standards Update No. 2015-11 (“ASU 2015‑11”), Inventory (Topic 330): Simplifying the Measurement of Inventory . ASU 2015-11 requires inventory to be measured at the lower of cost and net realizable value, and defines net realizable value as the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. For the Company, the amendments in ASU 2015-11 are effective for annual periods beginning after December 15, 2016, with early adoption permitted. The adoption of this guidance is not expected to have a material impact on the Company’s Consolidated Financial Statements. In February 2016, the FASB issued its final standard on lease accounting, Accounting Standards Update No. 2016-02 (“ASU 2016-02”), Leases (Topic 842) , which supersedes Topic 840, Leases. The new accounting standard requires the recognition of right-of-use assets and lease liabilities for all long-term leases, including operating leases, on the balance sheet. The new standard also provides additional guidance on the measurement of the right-of-use assets and lease liabilities and will require enhanced disclosures about the Company’s leasing arrangements. For the Company, the new standard is effective for annual periods beginning after December 15, 2019, with early adoption permitted. The Company is evaluating the impact this new guidance may have on its Consolidated Financial Statements. In March 2016, the FASB issued Accounting Standards Update No. 2016-09 (“ASU 2016-09”), Compensation — Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting . ASU 2016-09 simplifies several aspects of the accounting for share-based payment transactions including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. Some of the areas of simplification apply only to non-public entities. For the Company, the amendments in ASU 2016-09 are effective for annual periods beginning after December 15, 2017, with early adoption permitted. The Company is evaluating the impact this new guidance may have on its Consolidated Financial Statements. In November 2016, the FASB issued Accounting Standards Update No. 2016-18 (“ASU 2016-18”), Statement of Cash Flows (Topic 230): Restricted Cash (a consensus of the FASB Emerging Issues Task Force) . The standard is intended to eliminate diversity in practice in the treatment of restricted cash in the statement of cash flows and requires that the statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. For the Company, the amendments in ASU 2016-18 are effective for annual periods beginning after December 15, 2018, with early adoption permitted. The adoption of this guidance is not expected to have a material impact on the Company’s Consolidated Financial Statements. In May 2017, the FASB issued Accounting Standards Update No. 2017-09 (“ASU 2017-09”), Compensation–Stock Compensation (Topic 718): Scope of Modification Accounting . The standard is intended to provide guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. For the Company, the amendments in ASU 2017-09 are effective for annual periods beginning after December 15, 2017, with early adoption permitted. The Company is evaluating the impact this new guidance may have on its Consolidated Financial Statements.

Inventories, Net (Tables)

Inventories, Net (Tables)	6 Months Ended
	Jun. 30, 2017
Inventories, Net
Summary of inventories, net	June 30, December 31, 2017 2016 (In thousands) Fulfillment $ 8,221 $ 5,758 Product 38,702 37,129 Inventories, net $ 46,923 $ 42,887

Prepaid Expenses and Other Cu26

Prepaid Expenses and Other Current Assets (Tables)	6 Months Ended
	Jun. 30, 2017
Prepaid Expenses and Other Current Assets
Summary of prepaid expenses and other current assets	June 30, December 31, 2017 2016 (In thousands) Deferred public offering costs $ 4,665 $ — Deposits 2,129 1,122 Prepaid marketing 1,759 3,940 Prepaid rent 1,415 1,430 Other current assets 2,588 1,775 Prepaid expenses and other current assets $ 12,556 $ 8,267

Property and Equipment, Net (Ta

Property and Equipment, Net (Tables)	6 Months Ended
	Jun. 30, 2017
Property and Equipment, Net
Summary of property and equipment	June 30, December 31, 2017 2016 (In thousands) Computer equipment $ 11,160 $ 6,468 Capitalized software 6,823 5,448 Fulfillment equipment 36,809 12,525 Furniture and fixtures 4,498 1,491 Leasehold improvements 43,618 23,660 Building (1) 112,938 — Construction in process (1) (2) 38,712 93,092 Property and equipment, gross 254,558 142,684 Less: accumulated depreciation and amortization (21,202) (11,723) Property and equipment, net $ 233,356 $ 130,961 (1) Included in Buildings and Construction in process are buildings related to build-to-suit lease arrangements where the Company is considered the owner for accounting purposes, of which, as of June 30, 2017 and December 31, 2016, the fair value was $55.3 million and $45.0 million, respectively. Costs incurred directly by the Company relating to these arrangements were $82.9 million and $37.6 million as of June 30, 2017 and December 31, 2016, respectively. (2) Construction in process includes all costs capitalized related to projects that have not yet been placed in service. Included in construction in process are buildings related to build-to-suit lease arrangements where the Company is considered the owner for accounting purposes.

Accrued Expenses and Other Cu28

Accrued Expenses and Other Current Liabilities (Tables)	6 Months Ended
	Jun. 30, 2017
Accrued Expenses and Other Current Liabilities
Summary of accrued expenses and other current liabilities	June 30, December 31, 2017 2016 (In thousands) Accrued compensation $ 10,145 $ 11,069 Accrued credits and refunds reserve 1,699 1,235 Accrued marketing expenses 9,335 5,424 Accrued product expenses 1,540 10,965 Accrued shipping expenses 7,668 4,930 Derivative liability related to convertible notes 12,862 — Other current liabilities 8,068 7,288 Accrued expenses and other current liabilities $ 51,317 $ 40,911

Deferred Revenue (Tables)

Deferred Revenue (Tables)	6 Months Ended
	Jun. 30, 2017
Deferred Revenue
Summary of deferred revenue	June 30, December 31, 2017 2016 (In thousands) Cash received prior to fulfillment $ 4,694 $ 10,107 Gift cards, prepaid orders, and other 9,637 14,171 Deferred revenue $ 14,331 $ 24,278

Debt (Tables)

Debt (Tables)	6 Months Ended
	Jun. 30, 2017
Debt
Summary of outstanding borrowings in long term debt	June 30, December 31, Maturity Date 2017 2016 (In thousands) Revolving credit facility 2019 $ 125,000 $ 45,000 Weighted average interest rate 3.27 % 2.84 %

Common Stock (Tables)

Common Stock (Tables)	6 Months Ended
	Jun. 30, 2017
Common Stock.
Schedule of shares of common stock, on an as converted basis, reserved for future issuance	June 30, December 31, 2017 2016 Conversion of authorized Series A convertible preferred stock 37,120,450 37,120,450 Conversion of authorized Series B convertible preferred stock 22,761,000 22,761,000 Conversion of authorized Series C convertible preferred stock 15,007,240 15,007,240 Conversion of authorized Series D convertible preferred stock 13,172,325 13,172,325 Outstanding common stock issued and stock options granted under equity incentive plans 17,090,819 15,041,498 Shares reserved for future option grants and restricted stock grants under 2012 Equity Incentive Plan — 2,689,682 Shares reserved for future option grants and restricted stock grants under 2017 Equity Incentive Plan 25,640,361 — Total common stock outstanding or reserved for issuance under equity incentive plans and convertible preferred stock 130,792,195 105,792,195

Convertible Preferred Stock (Ta

Convertible Preferred Stock (Tables)	6 Months Ended
	Jun. 30, 2017
Convertible Preferred Stock
Summary of Company’s authorized, issued and outstanding convertible preferred stock	June 30, 2017 and December 31, 2016 Shares Issued Aggregate Shares and Liquidation Liquidation Conversion Convertible Preferred Stock: Authorized Outstanding Net Proceeds Price Per Share Preference Price Per Share (In thousands, except share and per-share data) Series A 742,409 742,409 $ 2,974 $ 4.0751 $ 3,025 $ 0.0815 Series B 455,220 455,220 4,939 10.9837 5,000 0.2197 Series C 3,001,448 3,001,448 49,824 16.6586 50,000 3.3317 Series D 13,172,325 10,301,861 137,132 13.3269 137,292 13.3269 Convertible preferred stock 17,371,402 14,500,938 $ 194,869 $ 195,317

Earnings per Share (Tables)

Earnings per Share (Tables)	6 Months Ended
	Jun. 30, 2017
Earnings per Share
Schedule of earnings per share	Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 Class A Class B Class C Class B Class A Class B Class C Class B (in thousands, except share and per-share data) Numerator: Net income (loss) $ (8) $ (31,608) $ (12) $ 5,533 $ (11) $ (83,786) $ (25) $ 8,550 Undistributed earnings reallocated to convertible preferred stock — — — (5,533) — — — (8,550) Net income (loss) attributable to common stockholders $ (8) $ (31,608) $ (12) $ — $ (11) $ (83,786) $ (25) $ — Denominator: Weighted-average shares used to compute net income (loss) per share attributable to common stockholders—basic 17,825 67,344,947 24,862 65,846,620 8,962 67,210,632 20,046 63,909,934 Effect of dilutive securities: — — — 3,846,608 — — — 5,596,462 Weighted-average shares used to compute net income (loss) per share attributable to common stockholders—diluted 17,825 67,344,947 24,862 69,693,228 8,962 67,210,632 20,046 69,506,396 Net income (loss) per share attributable to common stockholders—basic (1) $ (0.47) $ (0.47) $ (0.47) $ — $ (1.25) $ (1.25) $ (1.25) $ — Net income (loss) per share attributable to common stockholders—diluted (1) $ (0.47) $ (0.47) $ (0.47) $ — $ (1.25) $ (1.25) $ (1.25) $ — (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.
Summary of shares that are 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, 2017 2016 2017 2016 Class A Class B Class C Class B Class A Class B Class C Class B Stock options — 11,257,162 — 3,051,468 — 10,535,396 — 3,091,598 Restricted stock — 38,709 — — — 40,573 — — Convertible preferred stock (1) — 85,190,551 — 85,190,551 — 85,190,551 — 85,190,551 Convertible notes — 7,023,201 — — — 7,023,201 — — Total anti-dilutive securities — 103,509,623 — 88,242,019 — 102,789,721 — 88,282,149 (1) For the three and six months ended June 30, 2016, the Undistributed earnings reallocated to convertible preferred stock does not fully cover the participation rights of the convertible preferred stock under the two-class method. As such, the Company has included the convertible preferred stock as antidilutive in the above table.

Fair Value of Financial Instr34

Fair Value of Financial Instruments (Tables)	6 Months Ended
	Jun. 30, 2017
Fair Value of Financial Instruments
Assets and Liabilities, Fair Value	June 30, 2017 Level 1 Level 2 Level 3 Total (In thousands) Financial Assets: Money market accounts $ 36,955 $ — $ — $ 36,955 Total financial assets $ 36,955 $ — $ — $ 36,955 Financial Liabilities: Convertible notes derivative $ — $ — $ 12,862 $ 12,862 Total financial liabilities $ — $ — $ 12,862 $ 12,862
Rollforward of fair value of Level 3 instruments	June 30, December 31, 2017 2016 (In thousands) Financial Liabilities Balance at beginning of period $ — $ — Issuance of convertible notes derivative 15,429 — Change in fair value of derivative (2,567) — Balance at end of period $ 12,862 $ —

Organization and Description 35

Organization and Description of Business (Details) - USD ($)	Jul. 05, 2017	Jun. 30, 2017	Dec. 31, 2016
Offering costs		$ 2,909,000
Subsequent Event
Preferred stock outstanding	0
Gross debt related to convertible notes	$ 64,600,000
Convertible notes outstanding	$ 0
Authorized preferred stock	10,000,000
Common stock par value	$ 0.0001
Preferred stock par value	$ 0.0001
Subsequent Event | IPO
Shares issued and sold	30,000,000
Public offering price	$ 10
Aggregate gross proceeds	$ 300,000,000
Net proceeds	278,500,000
Underwriting discounts and commissions	16,500,000
Offering costs	$ 5,000,000
Class B
Authorized common stock		175,000,000	175,000,000
Common stock par value		$ 0.0001	$ 0.0001
Class B | Subsequent Event
Common stock issued in conversion of preferred shares	85,190,551
Conversion of convertible notes into common stock	7,023,201
Authorized common stock	175,000,000

Summary of Significant Accoun36

Summary of Significant Accounting Policies - Unaudited Pro Forma Information, Cash and Cash Equivalents and Accounts Receivable (Details) - USD ($) $ in Millions	Jul. 05, 2017	Jun. 30, 2017
Subsequent Event
Gross debt related to convertible notes	$ 64.6
Pro Forma [Member]
Gross debt related to convertible notes		$ 64.6
Class B | Subsequent Event
Common stock issued in conversion of preferred shares	85,190,551
Conversion of convertible notes into common stock	7,023,201
Class B | Pro Forma [Member]
Common stock issued in conversion of preferred shares		85,190,551
Conversion of convertible notes into common stock		7,023,201

Inventories, Net (Details)

Inventories, Net (Details) - USD ($) $ in Thousands	Jun. 30, 2017	Dec. 31, 2016
Inventories, Net
Fulfillment	$ 8,221	$ 5,758
Product	38,702	37,129
Inventories, net	$ 46,923	$ 42,887

Prepaid Expenses and Other Cu38

Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands	Jun. 30, 2017	Dec. 31, 2016
Prepaid Expenses and Other Current Assets
Deferred Offering Costs	$ 4,665
Deposits	2,129	$ 1,122
Prepaid marketing	1,759	3,940
Prepaid rent	1,415	1,430
Other current assets	2,588	1,775
Prepaid expenses and other current assets	$ 12,556	$ 8,267

Property and Equipment, Net (De

Property and Equipment, Net (Details) - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2017	Dec. 31, 2016
Property and equipment, net
Property and equipment, gross	$ 254,558	$ 142,684
Less: accumulated depreciation and amortization	(21,202)	(11,723)
Property and equipment, net	233,356	130,961
Fair value of buildings under construction	55,300	45,000
Construction costs incurred	82,900	37,600
Computer equipment
Property and equipment, net
Property and equipment, gross	11,160	6,468
Capitalized software
Property and equipment, net
Property and equipment, gross	6,823	5,448
Fulfillment equipment
Property and equipment, net
Property and equipment, gross	36,809	12,525
Furniture and fixtures
Property and equipment, net
Property and equipment, gross	4,498	1,491
Leasehold improvements
Property and equipment, net
Property and equipment, gross	43,618	23,660
Building [Member]
Property and equipment, net
Property and equipment, gross	112,938
Construction in process
Property and equipment, net
Property and equipment, gross	$ 38,712	$ 93,092

Accrued Expenses and Other Cu40

Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands	Jun. 30, 2017	May 31, 2017	Dec. 31, 2016
Accrued expenses and other current liabilities
Accrued compensation	$ 10,145		$ 11,069
Accrued credits and refunds reserve	1,699		1,235
Accrued marketing expenses	9,335		5,424
Accrued product expenses	1,540		10,965
Accrued shipping expenses	7,668		4,930
Derivative liability related to convertible notes	12,862	$ 15,400
Other current liabilities	8,068		7,288
Accrued expenses and other current liabilities	$ 51,317		$ 40,911

Deferred Revenue (Details)

Deferred Revenue (Details) - USD ($) $ in Thousands	Jun. 30, 2017	Dec. 31, 2016
Deferred Revenue
Cash received prior to fulfillment	$ 4,694	$ 10,107
Gift cards, prepaid orders, and other	9,637	14,171
Deferred revenue	$ 14,331	$ 24,278

Debt - Revolving Credit Facilit

Debt - Revolving Credit Facility (Details) - USD ($) $ in Millions	Jun. 30, 2017	May 31, 2017	Apr. 30, 2017	Dec. 31, 2016
Revolving credit facility
Debt instruments
Maximum borrowing capacity	$ 200		$ 150
Additional borrowing capacity	25	$ 25
Amount outstanding	125			$ 45
Remaining amount available to borrow	73.6			104.7
Capitalized deferred financing costs	0.5
Letter of credit
Debt instruments
Amount outstanding	$ 1.4			$ 0.3

Debt - Borrowings in Long-Term

Debt - Borrowings in Long-Term Debt (Details) - USD ($) $ in Thousands	Jun. 30, 2017	Dec. 31, 2016
Debt instruments
Weighted average interest rate	3.27%	2.84%
Revolving credit facility
Debt instruments
Outstanding borrowings in long term debt	$ 125,000	$ 45,000

Debt - Additional Information (

Debt - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands	Jul. 05, 2017	Jun. 30, 2017	May 31, 2017	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016	Dec. 31, 2016
Debt instruments
Unused commitment fee incurred				$ 0
Convertible notes
Issued and sold aggregate principal amount of convertible promissory notes		$ 1,100	$ 63,500
Discount related to convertible notes		200		200		$ 200
Net debt related to convertible notes		$ 64,400		$ 64,400		$ 64,400
Interest rate (as a percent)		3.50%		3.50%		3.50%
Beneficial conversion feature						$ 19,600
Derivative liability related to convertible notes		$ 12,862	$ 15,400	$ 12,862		12,862
Change in fair value of derivative liability				2,567		2,567
Interest expense on amortization				2,100		2,100
Convertible notes		$ 31,525		$ 31,525		31,525
Facility Financing Obligation
Facility financing obligation						$ 60,700	$ 49,800
Subsequent Event
Convertible notes
Change in fair value of derivative liability	$ 3,500
Loss on conversion	$ 18,000
Series D Preferred Stock
Convertible notes
Conversion price		$ 13.3269		$ 13.3269		$ 13.3269
Class B
Convertible notes
Conversion price		$ 13.3269		$ 13.3269		$ 13.3269
Conversion ratio						1
Class B | Subsequent Event
Convertible notes
Conversion of convertible notes into common stock	7,023,201
Base rate
Debt instruments
Amount outstanding		$ 5,000		$ 5,000		$ 5,000		$ 5,000
Revolving credit facility
Debt instruments
Amount outstanding		125,000		125,000		$ 125,000		45,000
Unused commitment fee on undrawn amounts (as a percent)						0.15%
Unused commitment fee incurred					$ 0	$ 0	$ 0
Revolving credit facility | Federal funds rate
Debt instruments
Margin added to variable rate (as a percent)						0.50%
Revolving credit facility | LIBOR
Debt instruments
Margin added to variable rate (as a percent)						1.00%
Revolving credit facility | Base rate | Minimum
Debt instruments
Margin added to variable rate (as a percent)						0.50%
Revolving credit facility | Base rate | Maximum
Debt instruments
Margin added to variable rate (as a percent)						1.00%
Revolving credit facility | Adjusted LIBOR
Debt instruments
Leverage ratio period						1 year
Amount outstanding		$ 120,000		$ 120,000		$ 120,000		$ 40,000
Revolving credit facility | Adjusted LIBOR | Minimum
Debt instruments
Margin added to variable rate (as a percent)						1.50%
Revolving credit facility | Adjusted LIBOR | Maximum
Debt instruments
Margin added to variable rate (as a percent)						2.00%

Commitments and Contingencies (

Commitments and Contingencies (Details) - USD ($) $ in Millions	1 Months Ended
	May 31, 2017	Aug. 31, 2016	Mar. 31, 2016
Commitments and Contingencies
Aggregate non-cancellable purchase obligation	$ 42.5
Increase in minimum lease payments due to extension	$ 7.6
CALIFORNIA
Commitments and Contingencies
Total non-cancelable minimum lease payments		$ 38.5
NEW JERSEY
Commitments and Contingencies
Total non-cancelable minimum lease payments			$ 40.8

Common Stock (Details)

Common Stock (Details)	1 Months Ended	6 Months Ended
	Dec. 31, 2016item	Jun. 30, 2017itemVote
Class of Stock [Line Items]
Number of common stock of reorganization company converted into number of share of common stock of reorganized company	1
Number of preferred stock of reorganization company converted into number of share of preferred stock of reorganized company	1	1
Number of classes of voting common stock		2
Number of classes of non-voting common stock		1
Number of shares of Class A common stock will be automatically converted by each outstanding share of Class B common stock		1
Class A
Class of Stock [Line Items]
Number of vote per share for outstanding shares of common stock | Vote		1
Class B
Class of Stock [Line Items]
Number of vote per share for outstanding shares of common stock | Vote		10

Common Stock - Reserved for iss

Common Stock - Reserved for issuance (Details) - shares	Jun. 30, 2017	Dec. 31, 2016
2012 Equity Incentive Plan
Common Stock
Outstanding common stock issued and stock options granted under equity incentive plan	17,090,819	15,041,498
Shares reserved for future option grants and restricted stock grants under equity incentive plan		2,689,682
2017 Equity Incentive Plan
Common Stock
Shares reserved for future option grants and restricted stock grants under equity incentive plan	25,640,361
Series A convertible preferred stock
Common Stock
Conversion of convertible preferred stock	37,120,450	37,120,450
Series B convertible preferred stock
Common Stock
Conversion of convertible preferred stock	22,761,000	22,761,000
Series C convertible preferred stock
Common Stock
Conversion of convertible preferred stock	15,007,240	15,007,240
Series D convertible preferred stock
Common Stock
Conversion of convertible preferred stock	13,172,325	13,172,325
Class B
Common Stock
Common stock outstanding under incentive plans and reserved for issuance	130,792,195	105,792,195

Common Stock - Acquisition (Det

Common Stock - Acquisition (Details) - Class A - shares	Jul. 05, 2017	May 31, 2017
Class of Stock [Line Items]
Issuance of common stock	30,000,000
BN Ranch, LLC
Class of Stock [Line Items]
Shares issued		42,687
Shares held by the entity as security for potential claims for indemnification		10,285

Convertible Preferred Stock - I

Convertible Preferred Stock - Issued and Outstanding of convertible perferred stock (Details) $ / shares in Units, $ in Thousands	1 Months Ended	6 Months Ended
	Dec. 31, 2016USD ($)itemshares	Jun. 30, 2017USD ($)directoritemVote$ / sharesshares
Summarize the Company’s authorized, issued and outstanding convertible preferred stock
Number of preferred stock of reorganization company converted into number of share of preferred stock of reorganized company | item	1	1
Convertible preferred stock, authorized (in shares)	17,371,402	17,371,402
Convertible preferred stock, outstanding (in shares)	14,500,938	14,500,938
Convertible preferred stock, liquidation value | $	$ 195,317	$ 195,317
Conversion Rights
Gross proceeds triggering automatic conversion | $		$ 50,000
Voting Rights
Number of directors, board of director has right to elect | director		1
Series A convertible preferred stock
Summarize the Company’s authorized, issued and outstanding convertible preferred stock
Convertible preferred stock, authorized (in shares)		742,409
Convertible preferred stock, outstanding (in shares)		742,409
Net proceeds to date | $		$ 2,974
Liquidation price (in dollars per share) | $ / shares		$ 4.0751
Convertible preferred stock, liquidation value | $		$ 3,025
Conversion Price (in dollars per share) | $ / shares		$ 0.0815
Conversion Rights
Common stock shares issued on conversion, per share of converted preferred stock		50
Series B convertible preferred stock
Summarize the Company’s authorized, issued and outstanding convertible preferred stock
Convertible preferred stock, authorized (in shares)		455,220
Convertible preferred stock, outstanding (in shares)		455,220
Net proceeds to date | $		$ 4,939
Liquidation price (in dollars per share) | $ / shares		$ 10.9837
Convertible preferred stock, liquidation value | $		$ 5,000
Conversion Price (in dollars per share) | $ / shares		$ 0.2197
Conversion Rights
Common stock shares issued on conversion, per share of converted preferred stock		50
Voting Rights
Number of directors, board of director has right to elect | director		1
Series C convertible preferred stock
Summarize the Company’s authorized, issued and outstanding convertible preferred stock
Convertible preferred stock, authorized (in shares)		3,001,448
Convertible preferred stock, outstanding (in shares)		3,001,448
Net proceeds to date | $		$ 49,824
Liquidation price (in dollars per share) | $ / shares		$ 16.6586
Convertible preferred stock, liquidation value | $		$ 50,000
Conversion Price (in dollars per share) | $ / shares		$ 3.3317
Conversion Rights
Common stock shares issued on conversion, per share of converted preferred stock		5
Voting Rights
Number of directors, board of director has right to elect | director		1
Series D convertible preferred stock
Summarize the Company’s authorized, issued and outstanding convertible preferred stock
Convertible preferred stock, authorized (in shares)		13,172,325
Convertible preferred stock, outstanding (in shares)		10,301,861
Net proceeds to date | $		$ 137,132
Liquidation price (in dollars per share) | $ / shares		$ 13.3269
Convertible preferred stock, liquidation value | $		$ 137,292
Conversion Price (in dollars per share) | $ / shares		$ 13.3269
Conversion Rights
Common stock shares issued on conversion, per share of converted preferred stock		1
Convertible preferred stock,
Summarize the Company’s authorized, issued and outstanding convertible preferred stock
Convertible preferred stock, authorized (in shares)		17,371,402
Convertible preferred stock, outstanding (in shares)		14,500,938
Net proceeds to date | $		$ 194,869
Convertible preferred stock, liquidation value | $		$ 195,317
Class B
Voting Rights
Number of votes per share | item		10
Number of directors a holder of preferred stock has right to elect | item		10
Number of directors, board of director has right to elect | Vote		4

Convertible Preferred Stock - D

Convertible Preferred Stock - Dividend Rights (Details)	6 Months Ended
	Jun. 30, 2017USD ($)$ / shares
Dividend Rights
Dividends payable in violation of preference | $	$ 0
Dividends, Common Stock, Cash | $	0
Dividends, Preferred Stock, Cash | $	$ 0
Series A convertible preferred stock
Dividend Rights
Annual dividend amount	$ 0.326
Series B convertible preferred stock
Dividend Rights
Annual dividend amount	0.879
Series C convertible preferred stock
Dividend Rights
Annual dividend amount	1.333
Series D convertible preferred stock
Dividend Rights
Annual dividend amount	$ 1.06615

Share_based Compensation (Detai

Share‑based Compensation (Details) $ / shares in Units, $ in Millions	1 Months Ended				3 Months Ended		6 Months Ended
	Aug. 31, 2017	Jul. 31, 2017shares	Feb. 29, 2016USD ($)item$ / sharesshares	Aug. 31, 2012	Jun. 30, 2017USD ($)	Jun. 30, 2016USD ($)	Jun. 30, 2017USD ($)	Jun. 30, 2016USD ($)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation recognized | $					$ 1.8	$ 0.7	$ 3	$ 1.3
Restricted stock units | Share-based Compensation Award, Tranche One [Member]
Assumptions:
Percentage vesting	25.00%	10.00%
Restricted stock units | Share-based Compensation Award, Tranche Two [Member]
Assumptions:
Percentage vesting	25.00%	20.00%
Restricted stock units | Share-based Compensation Award, Tranche Three [Member]
Assumptions:
Percentage vesting	25.00%	30.00%
Restricted stock units | Share-Based Compensation Award Tranche Four [Member]
Assumptions:
Percentage vesting	25.00%	40.00%
Fulfillment Center Employees [Member] | Restricted stock units
Assumptions:
Awards granted		1,100,000
Certain Other Employees [Member] | Restricted stock units
Assumptions:
Awards granted		2,200,000
2012 Equity Incentive Plan
Assumptions:
Exercise period (in years)							10 years
Vesting period							4 years
2012 Equity Incentive Plan | Minimum
Assumptions:
Percentage of fair market value at date of grant				100.00%
2012 Equity Incentive Plan | Ten Percent Stockholder [Member]
Assumptions:
Exercise period (in years)							5 years
2012 Equity Incentive Plan | Ten Percent Stockholder [Member] | Minimum
Assumptions:
Percentage of fair market value at date of grant				110.00%
Percentage of total combined voting power of common stock				10.00%
Market Grant
Assumptions:
Options granted (in shares)			481,123
Exercise price (in dollars per share) | $ / shares			$ 62.35
Number of executive officers | item			1
Grant date fair value | $			$ 0.5
Exercise period (in years)			5 years 8 months 12 days
2017 Equity Incentive Plan
Assumptions:
Exercise period (in years)							10 years
Percentage of fair market value at date of grant							100.00%
Vesting period							4 years
2017 Equity Incentive Plan | Ten Percent Stockholder [Member]
Assumptions:
Exercise period (in years)							5 years
Percentage of fair market value at date of grant							110.00%
Percentage of total combined voting power of common stock							10.00%

Earnings per Share - Dilutive C

Earnings per Share - Dilutive Common Shares (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016	Dec. 31, 2016
Numerator:
Net income (loss)	$ (31,628)	$ 5,533	$ (83,822)	$ 8,550	$ (54,886)
Denominator:
Weighted-average shares used to compute net income (loss) per share attributable to common stockholders—basic	67,387,634	65,846,620	67,239,640	63,909,934
Weighted average diluted shares outstanding (in shares)	67,387,634	69,693,228	67,239,640	69,506,396
Net income (loss) per share attributable to common stockholders—basic	$ (0.47)		$ (1.25)
Net income (loss) per share attributable to common stockholders—diluted	$ (0.47)		$ (1.25)
Class A
Numerator:
Net income (loss)	$ (8)		$ (11)
Net income (loss) attributable to common stockholders	$ (8)		$ (11)
Denominator:
Weighted-average shares used to compute net income (loss) per share attributable to common stockholders—basic	17,825		8,962
Weighted average diluted shares outstanding (in shares)	17,825		8,962
Net income (loss) per share attributable to common stockholders—basic	$ (0.47)		$ (1.25)
Net income (loss) per share attributable to common stockholders—diluted	$ (0.47)		$ (1.25)
Class B
Numerator:
Net income (loss)	$ (31,608)	$ 5,533	$ (83,786)	$ 8,550
Undistributed earnings reallocated to convertible preferred stock		$ (5,533)		$ (8,550)
Net income (loss) attributable to common stockholders	$ (31,608)		$ (83,786)
Denominator:
Weighted-average shares used to compute net income (loss) per share attributable to common stockholders—basic	67,344,947	65,846,620	67,210,632	63,909,934
Effect of dilutive securities:		3,846,608		5,596,462
Weighted average diluted shares outstanding (in shares)	67,344,947	69,693,228	67,210,632	69,506,396
Net income (loss) per share attributable to common stockholders—basic	$ (0.47)		$ (1.25)
Net income (loss) per share attributable to common stockholders—diluted	$ (0.47)		$ (1.25)
Class C
Numerator:
Net income (loss)	$ (12)		$ (25)
Net income (loss) attributable to common stockholders	$ (12)		$ (25)
Denominator:
Weighted-average shares used to compute net income (loss) per share attributable to common stockholders—basic	24,862		20,046
Weighted average diluted shares outstanding (in shares)	24,862		20,046
Net income (loss) per share attributable to common stockholders—basic	$ (0.47)		$ (1.25)
Net income (loss) per share attributable to common stockholders—diluted	$ (0.47)		$ (1.25)

Earnings per Share - Antidiluti

Earnings per Share - Antidilutive Common Shares (Details) - Class B - shares	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
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	103,509,623	88,242,019	102,789,721	88,282,149
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	11,257,162	3,051,468	10,535,396	3,091,598
Restricted stock
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	38,709		40,573
Convertible preferred stock,
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	85,190,551	85,190,551	85,190,551	85,190,551
Convertible Debt Securities [Member]
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	7,023,201		7,023,201

Fair Value of Financial Instr54

Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands	Jul. 05, 2017	Jun. 30, 2017	Jun. 30, 2017	May 31, 2017	Dec. 31, 2016
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Convertible notes derivative		$ 12,862	$ 12,862	$ 15,400
Net realized gains or losses related to its financial assets		0	0
Rollforward of the fair value of Level 3 instruments
Issuance of convertible notes derivative			15,429
Change in fair value of derivative		(2,567)	(2,567)
Balance at end of period		12,862	12,862
Fair Value, Measurements, Recurring
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Money market accounts		36,955	36,955
Assets, Fair Value Disclosure, Total		36,955	36,955
Convertible notes derivative		12,862	12,862
Financial Liabilities, Fair Value Disclosure, Total		12,862	12,862
Fair Value, Measurements, Recurring | Level 1
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Money market accounts		36,955	36,955		$ 58,300
Assets, Fair Value Disclosure, Total		36,955	36,955
Fair Value, Measurements, Recurring | Level 3
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Convertible notes derivative		12,862	12,862
Financial Liabilities, Fair Value Disclosure, Total		$ 12,862	$ 12,862
Subsequent Event
Rollforward of the fair value of Level 3 instruments
Change in fair value of derivative	$ (3,500)
Loss on conversion	$ 18,000
Subsequent Event | Class B
Rollforward of the fair value of Level 3 instruments
Conversion of convertible notes into common stock	7,023,201

Subsequent Events (Details)

Subsequent Events (Details) - USD ($)	Jul. 05, 2017	Jun. 30, 2017	Jul. 31, 2017	Dec. 31, 2016
Offering costs		$ 2,909,000
Carrying value		$ 233,356,000		$ 130,961,000
Subsequent Event
Preferred stock outstanding	0
Convertible notes outstanding	$ 0
Authorized preferred stock	10,000,000
Common stock par value	$ 0.0001
Preferred stock par value	$ 0.0001
Subsequent Event | IPO
Shares issued and sold	30,000,000
Public offering price	$ 10
Aggregate gross proceeds	$ 300,000,000
Net proceeds	278,500,000
Underwriting discounts and commissions	16,500,000
Offering costs	$ 5,000,000
Class B
Authorized common stock		175,000,000		175,000,000
Common stock par value		$ 0.0001		$ 0.0001
Class B | Subsequent Event
Common stock issued in conversion of preferred shares	85,190,551
Conversion of convertible notes into common stock	7,023,201
Authorized common stock	175,000,000
Class A
Shares issued and sold	30,000,000
Authorized common stock		177,000,000		177,000,000
Common stock par value		$ 0.0001		$ 0.0001
Class A | Subsequent Event
Authorized common stock	1,500,000,000
Class C
Authorized common stock		2,000,000		2,000,000
Common stock par value		$ 0.0001		$ 0.0001
Class C | Subsequent Event
Authorized common stock	500,000,000
Jersey City, New Jersey [Member] | Subsequent Event
Carrying value			$ 11,800,000
Total non-cancelable minimum lease payments			$ 6,500,000