Document and Entity Information
Document and Entity Information | 3 Months Ended |
Mar. 31, 2018shares | |
Entity Registrant Name | Blue Apron Holdings, Inc. |
Entity Central Index Key | 1,701,114 |
Document Type | 10-Q |
Document Period End Date | Mar. 31, 2018 |
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 | 2,018 |
Document Fiscal Period Focus | Q1 |
Class A | |
Entity Common Stock, Shares Outstanding | 57,131,012 |
Class B | |
Entity Common Stock, Shares Outstanding | 134,638,697 |
Class C | |
Entity Common Stock, Shares Outstanding | 0 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 203,517 | $ 228,514 |
Accounts receivable | 1,832 | 1,945 |
Inventories, net | 39,745 | 41,927 |
Prepaid expenses and other current assets | 10,672 | 7,824 |
Other receivables | 1,163 | 2,539 |
Total current assets | 256,929 | 282,749 |
Restricted cash | 1,967 | 2,371 |
Property and equipment, net | 227,110 | 230,828 |
Other noncurrent assets | 1,664 | 1,761 |
TOTAL ASSETS | 487,670 | 517,709 |
CURRENT LIABILITIES: | ||
Accounts payable | 27,680 | 30,448 |
Accrued expenses and other current liabilities | 37,589 | 32,615 |
Deferred revenue | 22,883 | 27,646 |
Total current liabilities | 88,152 | 90,709 |
Long-term debt | 124,734 | 124,687 |
Facility financing obligation | 70,945 | 70,347 |
Other noncurrent liabilities | 7,013 | 8,116 |
TOTAL LIABILITIES | 290,844 | 293,859 |
STOCKHOLDERS’ EQUITY (DEFICIT): | ||
Additional paid-in capital | 577,561 | 572,528 |
Accumulated deficit | (380,754) | (348,697) |
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT) | 196,826 | 223,850 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | 487,670 | 517,709 |
Class A | ||
STOCKHOLDERS’ EQUITY (DEFICIT): | ||
Common Stock | 6 | 4 |
Class B | ||
STOCKHOLDERS’ EQUITY (DEFICIT): | ||
Common Stock | $ 13 | $ 15 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2018 | Dec. 31, 2017 |
Class A | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, authorized (in shares) | 1,500,000,000 | 1,500,000,000 |
Common stock, issued (in shares) | 57,131,012 | 37,657,649 |
Common stock, outstanding (in shares) | 57,131,012 | 37,657,649 |
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) | 134,638,697 | 153,727,228 |
Common stock, outstanding (in shares) | 134,638,697 | 153,727,228 |
Class C | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, authorized (in shares) | 500,000,000 | 500,000,000 |
Common stock, issued (in shares) | 0 | 0 |
Common stock, outstanding (in shares) | 0 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Consolidated Statements of Operations | ||
Net revenue | $ 196,690 | $ 244,843 |
Operating expenses: | ||
Cost of goods sold, excluding depreciation and amortization | 129,332 | 168,531 |
Marketing | 39,329 | 60,605 |
Product, technology, general, and administrative | 49,488 | 63,210 |
Depreciation and amortization | 8,404 | 4,180 |
Total operating expenses | 226,553 | 296,526 |
Income (loss) from operations | (29,863) | (51,683) |
Interest income (expense), net | (1,777) | (470) |
Income (loss) before income taxes | (31,640) | (52,153) |
Benefit (provision) for income taxes | (25) | (41) |
Net income (loss) | $ (31,665) | $ (52,194) |
Net income (loss) per share attributable to Class A, Class B and Class C common stockholders: | ||
Basic (in dollars per share) | $ (0.17) | $ (0.78) |
Diluted (in dollars per share) | $ (0.17) | $ (0.78) |
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) | 191,494,036 | 67,090,001 |
Diluted (in shares) | 191,494,036 | 67,090,001 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Consolidated Statements of Comprehensive Income (Loss) | ||
Net income (loss) | $ (31,665) | $ (52,194) |
Other comprehensive income (loss): | ||
Comprehensive income (loss) | $ (31,665) | $ (52,194) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders’ Equity (Deficit) - 3 months ended Mar. 31, 2018 - USD ($) $ in Thousands | Common StockClass A | Common StockClass B | Additional Paid-In Capital | Accumulated Deficit | Class A | Class B | Total |
Beginning balance at Dec. 31, 2017 | $ 4 | $ 15 | $ 572,528 | $ (348,697) | $ 223,850 | ||
Beginning balance (in shares) at Dec. 31, 2017 | 37,657,649 | 153,727,228 | |||||
Conversion from Class B to Class A common stock | $ 2 | $ (2) | |||||
Conversion from Class B to Class A common stock (in shares) | 19,239,436 | (19,239,436) | |||||
Issuance of common stock upon exercise of stock options | 46 | 46 | |||||
Issuance of common stock upon exercise of stock options (in shares) | 233,927 | 150,905 | |||||
Share-based compensation | 4,595 | 4,595 | |||||
Impact of adoption of accounting standard update | Accounting Standards Update 2016-09 [Member] | 392 | (392) | |||||
Net income (loss) | (31,665) | $ (7,777) | $ (23,888) | (31,665) | |||
Ending balance at Mar. 31, 2018 | $ 6 | $ 13 | $ 577,561 | $ (380,754) | $ 196,826 | ||
Ending balance (in shares) at Mar. 31, 2018 | 57,131,012 | 134,638,697 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net income (loss) | $ (31,665) | $ (52,194) |
Adjustments to reconcile net income (loss) to net cash from (used in) operating activities: | ||
Depreciation and amortization of property and equipment | 8,404 | 4,180 |
Loss (gain) on disposal of property and equipment | 514 | 23 |
Changes in reserves and allowances | (581) | 411 |
Share-based compensation | 4,215 | 1,238 |
Non-cash interest expense | 645 | 44 |
Changes in operating assets and liabilities: | ||
Receivables | 1,059 | (3,545) |
Inventories | 2,972 | (5,497) |
Prepaid expenses and other current assets | (2,649) | 523 |
Accounts payable | (2,247) | 23,238 |
Accrued expenses and other current liabilities | 4,642 | 10,727 |
Deferred revenue | (4,763) | (2,475) |
Other noncurrent assets and liabilities | (1,006) | 4,288 |
Net cash from (used in) operating activities | (20,460) | (19,039) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Cash paid for acquisition | (1,177) | |
Decrease (increase) in restricted cash | 125 | |
Purchases of property and equipment | (5,077) | (55,086) |
Proceeds from sale of property and equipment | 430 | |
Net cash from (used in) investing activities | (4,522) | (56,263) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Net proceeds from debt issuance | 55,000 | |
Proceeds from the exercise of stock options | 46 | 78 |
Principal payments on capital lease obligations | (61) | (77) |
Net cash from (used in) financing activities | (15) | 55,001 |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | (24,997) | (20,301) |
CASH AND CASH EQUIVALENTS - Beginning of period | 228,514 | 81,468 |
CASH AND CASH EQUIVALENTS - End of period | 203,517 | 61,167 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | ||
Cash paid for interest, net of amounts capitalized | 1,720 | 283 |
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING INFORMATION: | ||
Acquisition (disposal) of property and equipment financed under capital lease obligations | 184 | (30) |
Non-cash additions to property and equipment | 380 | 3,464 |
Purchases of property and equipment in Accounts payable and Accrued expenses and other current liabilities | $ 1,509 | $ 20,676 |
Organization and Description of
Organization and Description of Business | 3 Months Ended |
Mar. 31, 2018 | |
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 meal experiences around original recipes every week based on what’s in-season with farming partners and other suppliers. Customers can choose which recipes they would like to receive in a given week, and the Company delivers those recipes to their doorsteps along with the pre-portioned ingredients required to cook 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2018 | |
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 interim Consolidated Financial Statements have been prepared on the same basis as the audited Consolidated Financial Statements and in the opinion of management, reflect all adjustments, consisting of only normal recurring adjustments, necessary for the fair presentation of the Company’s financial position as of March 31, 2018 and December 31, 2017, results of operations for the three months ended March 31, 2018 and 2017, and cash flows for the three months ended March 31, 2018 and 2017 . 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, 2017 included in the Company’s Annual Report on Form 10-K filed with the SEC on February 22, 2018 (the “Annual Report”). There have been no material changes in the Company's significant accounting policies from those that were disclosed in the Annual Report. 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. 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 . In September 2017, the FASB issued ASU No. 2017-13, Revenue Recognition (Topic 605), Revenue from Contracts with Customers (Topic 606), Leases (Topic 840), and Leases (Topic 842): Amendments to SEC Paragraphs Pursuant to the Staff Announcement at the July 20, 2017 EITF Meeting and Rescission of Prior SEC Staff Announcements and Observer Comments , to add SEC paragraphs pursuant to an SEC Staff Announcement made at the July 20, 2017 Emerging Issues Task Force (EITF) meeting. 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 February 2016, the FASB issued its final standard on lease accounting, Accounting Standards Update No. 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. In September 2017, the FASB issued ASU No. 2017-13, Revenue Recognition (Topic 605), Revenue from Contracts with Customers (Topic 606), Leases (Topic 840), and Leases (Topic 842): Amendments to SEC Paragraphs Pursuant to the Staff Announcement at the July 20, 2017 EITF Meeting and Rescission of Prior SEC Staff Announcements and Observer Comments , to add SEC paragraphs pursuant to an SEC Staff Announcement made at the July 20, 2017 Emerging Issues Task Force (EITF) meeting. 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 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. Recently Adopted Accounting Pronouncements 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. The Company adopted ASU 2016-09 as of January 1, 2018 using a modified retrospective approach electing to recognize gross stock compensation expense with actual forfeitures recognized as they occur, with a cumulative-effect adjustment to accumulated deficit of $0.4 million. 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. The Company adopted ASU 2017-09 as of January 1, 2018. The adoption of this guidance did not impact the Company’s Consolidated Financial Statements. . |
Inventories, Net
Inventories, Net | 3 Months Ended |
Mar. 31, 2018 | |
Inventories, Net | |
Inventories, Net | 3. Inventories, Net Inventories, net consist of the following: March 31, December 31, 2018 2017 (In thousands) Fulfillment $ 4,603 $ 7,358 Product 35,142 34,569 Inventories, net $ 39,745 $ 41,927 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 | 3 Months Ended |
Mar. 31, 2018 | |
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: March 31, December 31, 2018 2017 (In thousands) Deposits $ 2,054 $ 2,346 Prepaid marketing 658 1,604 Prepaid rent 1,483 1,348 Prepaid insurance 4,042 — Other current assets 2,435 2,526 Prepaid expenses and other current assets $ 10,672 $ 7,824 |
Property and Equipment, Net
Property and Equipment, Net | 3 Months Ended |
Mar. 31, 2018 | |
Property and Equipment, Net | |
Property and Equipment, Net | 5. Property and Equipment, Net Property and equipment, net consists of the following: March 31, December 31, 2018 2017 (In thousands) Computer equipment $ 10,941 $ 10,883 Capitalized software 11,760 10,427 Fulfillment equipment 48,112 45,581 Furniture and fixtures 4,188 4,188 Leasehold improvements 40,612 40,173 Buildings (1) 148,507 148,507 Construction in process 4,716 4,563 Property and equipment, gross 268,836 264,322 Less: accumulated depreciation and amortization (41,726) (33,494) Property and equipment, net $ 227,110 $ 230,828 (1) Includes build-to-suit lease arrangements in Linden, New Jersey and Fairfield, California where the Company is considered the owner for accounting purposes, of which $62.1 million was included in Buildings as of March 31, 2018 and December 31, 2017. Costs incurred directly by the Company relating to these arrangements were $82.3 million as of March 31, 2018 and December 31, 2017. The Company also capitalized the cost of interest for construction projects related to build-to-suit lease arrangements of $4.2 million as of March 31, 2018 and December 31, 2017. In October 2017, the Company performed a review of its real estate needs and decided to no longer pursue its planned build-out of the Fairfield facility. As a result, the Company is continuing to evaluate potential alternatives for the leased Fairfield property. As of March 31, 2018, the Company had future non-cancelable minimum lease payments of $38.7 million through 2028 related to this facility. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 3 Months Ended |
Mar. 31, 2018 | |
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: March 31, December 31, 2018 2017 (In thousands) Accrued compensation $ 13,412 $ 13,009 Accrued credits and refunds reserve 1,288 1,079 Accrued marketing expenses 6,660 5,739 Accrued product expenses 1,864 — Accrued shipping expenses 7,493 5,319 Other current liabilities 6,872 7,469 Accrued expenses and other current liabilities $ 37,589 $ 32,615 |
Deferred Revenue
Deferred Revenue | 3 Months Ended |
Mar. 31, 2018 | |
Deferred Revenue | |
Deferred Revenue | 7. Deferred Revenue Deferred revenue consists of the following: March 31, December 31, 2018 2017 (In thousands) Cash received prior to fulfillment $ 9,647 $ 10,635 Gift cards, prepaid orders, and other 13,236 17,011 Deferred revenue $ 22,883 $ 27,646 |
Long-term Debt
Long-term Debt | 3 Months Ended |
Mar. 31, 2018 | |
Debt | |
Long-term Debt | 8. Debt Revolving Credit Facility In August 2016, the Company entered into a revolving credit and guaranty agreement (the “revolving credit facility”). The revolving credit facility matures on August 26, 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 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 March 31, 2018 and December 31, 2017, the Company had $125.0 million in outstanding borrowings and $1.4 million in issued letters of credit under the revolving credit facility. The remaining amount available to borrow as of March 31, 2018 and December 31, 2017 was $73.6 million. 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 March 31, 2018 and December 31, 2017, the total unamortized deferred financing costs in long-term debt was $0.3 million and $0.3 million, respectively. As of March 31, 2018 and December 31, 2017, outstanding borrowings of long-term debt consisted of the following: March 31, December 31, Maturity Date 2018 2017 (In thousands) Revolving credit facility August 2019 $ 125,000 $ 125,000 Weighted average interest rate 3.99 % 3.47 % 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 March 31, 2018 and December 31, 2017, the Company had outstanding borrowings of $120.0 million utilizing the adjusted LIBOR rate. As of March 31, 2018 and December 31, 2017, 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 revolving credit facility of $0.0 million during the three months ended March 31, 2018 and March 31, 2017. The obligations under the revolving credit facility are guaranteed by the guarantor as defined in the credit agreement, Blue Apron Holdings, Inc. The Company’s obligations under the revolving credit facility are secured by substantially all of the assets of the Company and certain of its subsidiaries. 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 March 31, 2018 and December 31, 2017, the Company was in compliance with all of the covenants under the revolving credit facility. Facility Financing Obligation As of March 31, 2018 and December 31, 2017, the Company has recorded a facility financing obligation of $70.9 million and $70.3 million, respectively, related to leased facilities in Linden and Fairfield under the build-to-suit accounting guidance. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2018 | |
Contingencies and Commitments | |
Commitments and Contingencies | 9. Commitments and Contingencies Legal Proceedings The Company records accruals for loss contingencies associated with legal matters when it is probable that a liability will be incurred and the amount of the loss can be reasonably estimated. If the Company determines that a loss is reasonably possible, the Company discloses the matter, and, if estimable, the amount or range of the possible loss in the notes to the Consolidated Financial Statements. The Company is subject to a consolidated putative class action lawsuit in the U.S. District Court for the Eastern District of New York alleging federal securities law violations in connection with the Company’s June 2017 initial public offering, or the IPO. The amended complaint alleges that the Company and certain current and former officers and directors made material misstatements or omissions in the Company’s registration statement and prospectus that caused the stock price to drop. Pursuant to a stipulation entered by the parties, defendants have until May 21, 2018 to move against or otherwise respond to the amended complaint. The Company is currently reviewing the allegations made in the amended complaint and, as a result, is unable to provide any assurances as to the ultimate outcome of this lawsuit or that an adverse resolution of this lawsuit would not have a material adverse effect on the Company’s consolidated financial position or results of operations. The Company is subject to a shareholder derivative action filed in the Delaware Court of Chancery. Plaintiff seeks a declaratory judgment challenging the validity of a provision of the Company’s Certification of Incorporation that requires shareholders to bring claims under the Securities Act of 1933 solely in federal court. Pursuant to a stipulation entered by the parties, the parties shall file cross-motions for summary judgment on or before May 16, 2018. The Company is currently reviewing the allegations made in the complaint and, as a result, is unable to provide any assurances as to the ultimate outcome of this lawsuit or that an adverse resolution of this lawsuit would not have a material adverse effect on the Company’s consolidated financial position or results of operations. The Company is party to a lawsuit filed in California Superior Court under the Private Attorneys General Act on behalf of certain non-exempt employees in the Company’s Richmond, California fulfillment center. The complaint was filed on October 16, 2017, and alleges that the Company failed to pay wages and overtime, provide required meal and rest breaks, provide suitable resting facilities and provide accurate wage statements, to non-exempt employees in violation of California law. The Company is currently reviewing the allegations made in the complaint and, as a result, is unable to provide any assurances as to the ultimate outcome of this lawsuit or that an adverse resolution of this lawsuit would not have a material adverse effect on the Company’s consolidated financial position or results of operations. Although the Company believes that it is reasonably possible that it may incur losses in these cases, the Company is currently unable to estimate the amount of such losses due to the early stages of the litigation, among other factors. In addition, from time to time the Company may become involved in legal proceedings or be subject to claims arising in the ordinary course of its business. Although the results of such litigation and claims cannot be predicted with certainty, the Company currently believes that the final outcome of these ordinary course matters will not have a material adverse effect on its business, operating results, financial condition or cash flows. |
Share_based Compensation
Share‑based Compensation | 3 Months Ended |
Mar. 31, 2018 | |
Share-based Compensation | |
Share-based Compensation | 10. Share-based Compensation The Company recognized share-based compensation for share-based awards of $4.2 million and $1.2 million during the three months ended March 31, 2018 and 2017, respectively. For the three months ended March 31, 2018, the Company recognized $3.7 million in Product, technology, general, and administrative expenses and $0.5 million in Cost of goods sold, excluding depreciation and amortization. For the three months ended March 31, 2017, share-based compensation was included in Product, technology, general, and administrative expenses. Performance Stock Options In February 2018, the Company granted options to purchase 1,594,162 shares of its Class A common stock with an exercise price of $3.10 to certain employees, including the Company’s executive officers, with vesting conditions tied to the achievement of certain stock price targets through June 30, 2020 and financial targets through December 31, 2019. The fair value of the stock price target options was determined utilizing the Monte Carlo simulation valuation model resulting in a total grant date fair value of $0.3 million. The fair value of the financial target options was determined utilizing the Black-Scholes option-pricing model resulting in a total grant date fair value of $1.3 million. |
Earnings per Share
Earnings per Share | 3 Months Ended |
Mar. 31, 2018 | |
Earnings per Share | |
Earnings per Share | 11. Earnings per Share Basic net income (loss) per share attributable to common stockholders is computed by dividing the net income (loss) attributable to common stockholders by the weighted average number of common shares outstanding for the period. Diluted net income (loss) per share attributable to common stockholders is computed by dividing the diluted net income (loss) attributable to common stockholders by the weighted average number of common shares, including potential dilutive common shares assuming the dilutive effect of outstanding common stock options 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. For the three months ended March 31, 2018, the Company did not have any outstanding shares of Class C common stock. For the three months ended March 31, 2017, the Company did not have any outstanding shares of Class A 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. For the three months ended March 31, 2017, the Company followed the two-class method when computing net income (loss) per share as the Company had 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. The Company’s convertible preferred stock did 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 had reported a net loss. Upon the closing of the Company’s IPO on July 5, 2017, 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. Accordingly, the two-class method is not applicable for the three months ended March 31, 2018 as the participating securities were converted into Class B common stock. Three Months Ended March 31, 2018 2017 Class A Class B Class C Class A Class B Class C (in thousands, except share and per-share data) Numerator: Net income (loss) $ (7,777) $ (23,888) $ — $ — $ (52,182) $ (12) Undistributed earnings reallocated to convertible preferred stock — — — — — — Net income (loss) attributable to common stockholders $ (7,777) $ (23,888) $ — $ — $ (52,182) $ (12) Denominator: Weighted-average shares used to compute net income (loss) per share attributable to common stockholders—basic 47,035,065 144,458,971 — — 67,074,824 15,177 Effect of dilutive securities — — — — — — Weighted-average shares used to compute net income (loss) per share attributable to common stockholders—diluted 47,035,065 144,458,971 — — 67,074,824 15,177 Net income (loss) per share attributable to common stockholders—basic (1) $ (0.17) $ (0.17) $ — $ — $ (0.78) $ (0.78) Net income (loss) per share attributable to common stockholders—diluted (1) $ (0.17) $ (0.17) $ — $ — $ (0.78) $ (0.78) (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 March 31, 2018 2017 Class A Class B Class C Class A Class B Class C Stock options — 8,544,099 — — 9,806,731 — Restricted shares — 27,458 — — 42,500 — Restricted stock units 9,478,025 — — — — — Convertible preferred stock — — — — 85,190,551 — Total anti-dilutive securities 9,478,025 8,571,557 — — 95,039,782 — |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2018 | |
Fair Value of Financial Instruments | |
Fair Value Measurements | 12. 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 March 31, 2018 and December 31, 2017 using quoted prices in active markets for identical assets (Level 1), significant other observable inputs (Level 2) and significant unobservable inputs (Level 3): March 31, 2018 Level 1 Level 2 Level 3 Total (In thousands) Financial Assets: Money market accounts $ 195,112 $ — $ — $ 195,112 Total financial assets $ 195,112 $ — $ — $ 195,112 December 31, 2017 Level 1 Level 2 Level 3 Total (In thousands) Financial Assets: Money market accounts $ 162,963 $ — $ — $ 162,963 Total financial assets $ 162,963 $ — $ — $ 162,963 As of March 31, 2018 and December 31, 2017, the Company had $195.1 million and $163.0 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 months ended March 31, 2018 an d 2017 , the Company did not have net realized gains or losses related to its financial assets. As of March 31, 2018 and December 31, 2017, the Company did not have any assets or liabilities classified as Level 2 or Level 3 in the fair value hierarchy. |
Restructuring Costs
Restructuring Costs | 3 Months Ended |
Mar. 31, 2018 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Costs | 13. Restructuring Costs In 2017, the Company implemented a company-wide realignment of personnel to support its strategic priorities. This realignment resulted in a reduction of approximately 6% of the Company’s total workforce across both the Company’s corporate offices and fulfillment centers. The following table summarizes the related accruals recorded in Accrued expenses and other current liabilities: Employee-Related Costs (In thousands) Balance — December 31, 2017 $ 675 Charges — Cash payments (525) Other (134) Balance — March 31, 2018 $ 16 |
Summary of Significant Accoun21
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2018 | |
Summary of Significant Accounting Policies | |
Basis of Presentation and Principles of Consolidation | The unaudited interim Consolidated Financial Statements have been prepared on the same basis as the audited Consolidated Financial Statements and in the opinion of management, reflect all adjustments, consisting of only normal recurring adjustments, necessary for the fair presentation of the Company’s financial position as of March 31, 2018 and December 31, 2017, results of operations for the three months ended March 31, 2018 and 2017, and cash flows for the three months ended March 31, 2018 and 2017 . 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, 2017 included in the Company’s Annual Report on Form 10-K filed with the SEC on February 22, 2018 (the “Annual Report”). There have been no material changes in the Company's significant accounting policies from those that were disclosed in the Annual Report. 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. |
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/Adopted Accounting Pronouncements | 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 . In September 2017, the FASB issued ASU No. 2017-13, Revenue Recognition (Topic 605), Revenue from Contracts with Customers (Topic 606), Leases (Topic 840), and Leases (Topic 842): Amendments to SEC Paragraphs Pursuant to the Staff Announcement at the July 20, 2017 EITF Meeting and Rescission of Prior SEC Staff Announcements and Observer Comments , to add SEC paragraphs pursuant to an SEC Staff Announcement made at the July 20, 2017 Emerging Issues Task Force (EITF) meeting. 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 February 2016, the FASB issued its final standard on lease accounting, Accounting Standards Update No. 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. In September 2017, the FASB issued ASU No. 2017-13, Revenue Recognition (Topic 605), Revenue from Contracts with Customers (Topic 606), Leases (Topic 840), and Leases (Topic 842): Amendments to SEC Paragraphs Pursuant to the Staff Announcement at the July 20, 2017 EITF Meeting and Rescission of Prior SEC Staff Announcements and Observer Comments , to add SEC paragraphs pursuant to an SEC Staff Announcement made at the July 20, 2017 Emerging Issues Task Force (EITF) meeting. 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 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. Recently Adopted Accounting Pronouncements 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. The Company adopted ASU 2016-09 as of January 1, 2018 using a modified retrospective approach electing to recognize gross stock compensation expense with actual forfeitures recognized as they occur, with a cumulative-effect adjustment to accumulated deficit of $0.4 million. 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. The Company adopted ASU 2017-09 as of January 1, 2018. The adoption of this guidance did not impact the Company’s Consolidated Financial Statements. |
Inventories, Net (Tables)
Inventories, Net (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Inventories, Net | |
Summary of inventories, net | March 31, December 31, 2018 2017 (In thousands) Fulfillment $ 4,603 $ 7,358 Product 35,142 34,569 Inventories, net $ 39,745 $ 41,927 |
Prepaid Expenses and Other Cu23
Prepaid Expenses and Other Current Assets (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Prepaid Expenses and Other Current Assets | |
Summary of prepaid expenses and other current assets | March 31, December 31, 2018 2017 (In thousands) Deposits $ 2,054 $ 2,346 Prepaid marketing 658 1,604 Prepaid rent 1,483 1,348 Prepaid insurance 4,042 — Other current assets 2,435 2,526 Prepaid expenses and other current assets $ 10,672 $ 7,824 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Property and Equipment, Net | |
Summary of property and equipment | March 31, December 31, 2018 2017 (In thousands) Computer equipment $ 10,941 $ 10,883 Capitalized software 11,760 10,427 Fulfillment equipment 48,112 45,581 Furniture and fixtures 4,188 4,188 Leasehold improvements 40,612 40,173 Buildings (1) 148,507 148,507 Construction in process 4,716 4,563 Property and equipment, gross 268,836 264,322 Less: accumulated depreciation and amortization (41,726) (33,494) Property and equipment, net $ 227,110 $ 230,828 (1) Includes build-to-suit lease arrangements in Linden, New Jersey and Fairfield, California where the Company is considered the owner for accounting purposes, of which $62.1 million was included in Buildings as of March 31, 2018 and December 31, 2017. Costs incurred directly by the Company relating to these arrangements were $82.3 million as of March 31, 2018 and December 31, 2017. The Company also capitalized the cost of interest for construction projects related to build-to-suit lease arrangements of $4.2 million as of March 31, 2018 and December 31, 2017. |
Accrued Expenses and Other Cu25
Accrued Expenses and Other Current Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Accrued Expenses and Other Current Liabilities | |
Summary of accrued expenses and other current liabilities | March 31, December 31, 2018 2017 (In thousands) Accrued compensation $ 13,412 $ 13,009 Accrued credits and refunds reserve 1,288 1,079 Accrued marketing expenses 6,660 5,739 Accrued product expenses 1,864 — Accrued shipping expenses 7,493 5,319 Other current liabilities 6,872 7,469 Accrued expenses and other current liabilities $ 37,589 $ 32,615 |
Deferred Revenue (Tables)
Deferred Revenue (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Deferred Revenue | |
Summary of deferred revenue | March 31, December 31, 2018 2017 (In thousands) Cash received prior to fulfillment $ 9,647 $ 10,635 Gift cards, prepaid orders, and other 13,236 17,011 Deferred revenue $ 22,883 $ 27,646 |
Long-term Debt (Tables)
Long-term Debt (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Debt | |
Summary of outstanding borrowings in long term debt | March 31, December 31, Maturity Date 2018 2017 (In thousands) Revolving credit facility August 2019 $ 125,000 $ 125,000 Weighted average interest rate 3.99 % 3.47 % |
Earnings per Share (Tables)
Earnings per Share (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Earnings per Share | |
Schedule of earnings per share | Three Months Ended March 31, 2018 2017 Class A Class B Class C Class A Class B Class C (in thousands, except share and per-share data) Numerator: Net income (loss) $ (7,777) $ (23,888) $ — $ — $ (52,182) $ (12) Undistributed earnings reallocated to convertible preferred stock — — — — — — Net income (loss) attributable to common stockholders $ (7,777) $ (23,888) $ — $ — $ (52,182) $ (12) Denominator: Weighted-average shares used to compute net income (loss) per share attributable to common stockholders—basic 47,035,065 144,458,971 — — 67,074,824 15,177 Effect of dilutive securities — — — — — — Weighted-average shares used to compute net income (loss) per share attributable to common stockholders—diluted 47,035,065 144,458,971 — — 67,074,824 15,177 Net income (loss) per share attributable to common stockholders—basic (1) $ (0.17) $ (0.17) $ — $ — $ (0.78) $ (0.78) Net income (loss) per share attributable to common stockholders—diluted (1) $ (0.17) $ (0.17) $ — $ — $ (0.78) $ (0.78) (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 March 31, 2018 2017 Class A Class B Class C Class A Class B Class C Stock options — 8,544,099 — — 9,806,731 — Restricted shares — 27,458 — — 42,500 — Restricted stock units 9,478,025 — — — — — Convertible preferred stock — — — — 85,190,551 — Total anti-dilutive securities 9,478,025 8,571,557 — — 95,039,782 — |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Fair Value of Financial Instruments | |
Schedule of assets measured on a recurring basis | March 31, 2018 Level 1 Level 2 Level 3 Total (In thousands) Financial Assets: Money market accounts $ 195,112 $ — $ — $ 195,112 Total financial assets $ 195,112 $ — $ — $ 195,112 December 31, 2017 Level 1 Level 2 Level 3 Total (In thousands) Financial Assets: Money market accounts $ 162,963 $ — $ — $ 162,963 Total financial assets $ 162,963 $ — $ — $ 162,963 |
Restructuring Costs (Tables)
Restructuring Costs (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring Costs | Employee-Related Costs (In thousands) Balance — December 31, 2017 $ 675 Charges — Cash payments (525) Other (134) Balance — March 31, 2018 $ 16 |
Inventories, Net (Details)
Inventories, Net (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Inventories, Net | ||
Fulfillment | $ 4,603 | $ 7,358 |
Product | 35,142 | 34,569 |
Inventories, net | $ 39,745 | $ 41,927 |
Prepaid Expenses and Other Cu32
Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Prepaid Expenses and Other Current Assets | ||
Deposits | $ 2,054 | $ 2,346 |
Prepaid marketing | 658 | 1,604 |
Prepaid rent | 1,483 | 1,348 |
Prepaid insurance | 4,042 | |
Other current assets | 2,435 | 2,526 |
Prepaid expenses and other current assets | $ 10,672 | $ 7,824 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Property and equipment, net | ||
Computer equipment | $ 10,941 | $ 10,883 |
Capitalized software | 11,760 | 10,427 |
Fulfillment equipment | 48,112 | 45,581 |
Furniture and fixtures | 4,188 | 4,188 |
Leasehold improvements | 40,612 | 40,173 |
Buildings | 148,507 | 148,507 |
Construction in progress | 4,716 | 4,563 |
Property, Plant and Equipment, Gross, Total | 268,836 | 264,322 |
Less: accumulated depreciation and amortization | (41,726) | (33,494) |
Property and equipment, net | 227,110 | 230,828 |
Build-to-suit lease arrangements included in Buildings | 62,100 | 62,100 |
Cost incurred to date | 82,300 | 82,300 |
Capitalized interest to date | 4,200 | $ 4,200 |
Fairfield, California Fulfillment Center [Member] | ||
Property and equipment, net | ||
Total non-cancelable minimum lease payments | $ 38,700 |
Accrued Expenses and Other Cu34
Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Accrued expenses and other current liabilities | ||
Accrued compensation | $ 13,412 | $ 13,009 |
Accrued credits and refunds reserve | 1,288 | 1,079 |
Accrued marketing expenses | 6,660 | 5,739 |
Accrued product expenses | 1,864 | |
Accrued shipping expenses | 7,493 | 5,319 |
Other current liabilities | 6,872 | 7,469 |
Accrued expenses and other current liabilities | $ 37,589 | $ 32,615 |
Deferred Revenue (Details)
Deferred Revenue (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Deferred Revenue | ||
Cash received prior to fulfillment | $ 9,647 | $ 10,635 |
Gift cards, prepaid orders, and other | 13,236 | 17,011 |
Deferred revenue | $ 22,883 | $ 27,646 |
Long-term Debt - Revolving Cred
Long-term Debt - Revolving Credit Facility (Details) - USD ($) $ in Thousands | 1 Months Ended | |||||
Aug. 31, 2016 | Mar. 31, 2018 | Dec. 31, 2017 | Jun. 30, 2017 | May 31, 2017 | Apr. 30, 2017 | |
Revolving credit facility | ||||||
Debt instruments | ||||||
Maximum borrowing capacity | $ 200,000 | $ 150,000 | ||||
Additional borrowing capacity | $ 25,000 | $ 25,000 | ||||
Amount outstanding | 125,000 | $ 125,000 | ||||
Remaining amount available to borrow | 73,600 | 73,600 | ||||
Incurred and capitalized deferred financing costs | $ 500 | |||||
Unamortized deferred financing costs | 300 | 300 | ||||
Letter of credit | ||||||
Debt instruments | ||||||
Amount outstanding | $ 1,400 | $ 1,400 |
Long-term Debt - Summary table
Long-term Debt - Summary table (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Debt instruments | ||
Weighted average interest rate | 3.99% | 3.47% |
Revolving credit facility | ||
Debt instruments | ||
Amount outstanding | $ 125,000 | $ 125,000 |
Long-term Debt - Additional Inf
Long-term Debt - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Debt instruments | |||
Unused commitment fee incurred | $ 0 | $ 0 | |
Facility Financing Obligation | |||
Facility financing obligation | 70,945 | $ 70,347 | |
Base rate | |||
Debt instruments | |||
Amount outstanding | 5,000 | 5,000 | |
Revolving credit facility | |||
Debt instruments | |||
Amount outstanding | $ 125,000 | 125,000 | |
Unused commitment fee on undrawn amounts (as a percent) | 0.15% | ||
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 | |
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% |
Share_based Compensation (Detai
Share‑based Compensation (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | |
Feb. 28, 2018 | Mar. 31, 2018 | Mar. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation recognized | $ 4.2 | ||
Product, technology, general and administrative | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation recognized | 3.7 | $ 1.2 | |
Cost of goods sold | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation recognized | $ 0.5 | ||
2017 Equity Incentive Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options granted | 1,594,162 | ||
Exercise price (in dollars per share) | $ 3.1 | ||
Stock Price Target Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total grant date fair value, options granted | $ 0.3 | ||
Financial Target Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total grant date fair value, options granted | $ 1.3 |
Earnings per Share - Dilutive C
Earnings per Share - Dilutive Common Shares (Details) - USD ($) $ / shares in Units, $ in Thousands | Jul. 05, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 |
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||||
Convertible preferred stock, outstanding (in shares) | 0 | |||
Numerator: | ||||
Net income (loss) | $ (31,665) | $ (52,194) | ||
Denominator: | ||||
Weighted-average shares used to compute net income (loss) per share attributable to common stockholders—basic | 191,494,036 | 67,090,001 | ||
Weighted average diluted shares outstanding (in shares) | 191,494,036 | 67,090,001 | ||
Net income (loss) per share attributable to common stockholders—basic | $ (0.17) | $ (0.78) | ||
Net income (loss) per share attributable to common stockholders—diluted | $ (0.17) | $ (0.78) | ||
Class A | ||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||||
Common stock, outstanding (in shares) | 57,131,012 | 0 | 37,657,649 | |
Numerator: | ||||
Net income (loss) | $ (7,777) | |||
Net income (loss) attributable to common stockholders | $ (7,777) | |||
Denominator: | ||||
Weighted-average shares used to compute net income (loss) per share attributable to common stockholders—basic | 47,035,065 | |||
Weighted average diluted shares outstanding (in shares) | 47,035,065 | |||
Net income (loss) per share attributable to common stockholders—basic | $ (0.17) | |||
Net income (loss) per share attributable to common stockholders—diluted | $ (0.17) | |||
Class B | ||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||||
Common stock, outstanding (in shares) | 134,638,697 | 153,727,228 | ||
Issuance of common stock upon conversion of convertible securities (in shares) | 85,190,551 | |||
Numerator: | ||||
Net income (loss) | $ (23,888) | $ (52,182) | ||
Net income (loss) attributable to common stockholders | $ (23,888) | $ (52,182) | ||
Denominator: | ||||
Weighted-average shares used to compute net income (loss) per share attributable to common stockholders—basic | 144,458,971 | 67,074,824 | ||
Weighted average diluted shares outstanding (in shares) | 144,458,971 | 67,074,824 | ||
Net income (loss) per share attributable to common stockholders—basic | $ (0.17) | $ (0.78) | ||
Net income (loss) per share attributable to common stockholders—diluted | $ (0.17) | $ (0.78) | ||
Class C | ||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||||
Common stock, outstanding (in shares) | 0 | 0 | ||
Numerator: | ||||
Net income (loss) | $ (12) | |||
Net income (loss) attributable to common stockholders | $ (12) | |||
Denominator: | ||||
Weighted-average shares used to compute net income (loss) per share attributable to common stockholders—basic | 15,177 | |||
Weighted average diluted shares outstanding (in shares) | 15,177 | |||
Net income (loss) per share attributable to common stockholders—basic | $ (0.78) | |||
Net income (loss) per share attributable to common stockholders—diluted | $ (0.78) |
Earnings per Share - Antidiluti
Earnings per Share - Antidilutive Common Shares (Details) - shares | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Class A | ||
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 | 9,478,025 | |
Class A | Restricted stock units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total anti-dilutive securities that have been excluded from the computation of diluted net income (loss) per share attributable to common stockholders | 9,478,025 | |
Class B | ||
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 | 8,571,557 | 95,039,782 |
Class B | 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 | 8,544,099 | 9,806,731 |
Class B | Restricted shares | ||
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 | 27,458 | 42,500 |
Class B | 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 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Net realized gains or losses related to its financial assets | $ 0 | $ 0 | |
Fair Value, Measurements, Recurring | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Assets, fair value | 195,112 | $ 162,963 | |
Fair Value, Measurements, Recurring | Level 1 | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Assets, fair value | 195,112 | 162,963 | |
Fair Value, Measurements, Recurring | Money market accounts | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Assets, fair value | 195,112 | 162,963 | |
Fair Value, Measurements, Recurring | Money market accounts | Level 1 | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Assets, fair value | $ 195,112 | $ 162,963 |
Restructuring Costs (Details)
Restructuring Costs (Details) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018USD ($) | Dec. 31, 2017USD ($) | |
Restructuring and Related Activities [Abstract] | ||
Workforce reduction, as a percent of total workforce | 6 | |
Restructuring Reserve [Roll Forward] | ||
Restructuring Reserve, Beginning Balance | $ 675 | |
Cash payments | (525) | |
Other | (134) | |
Restructuring Reserve, Ending Balance | $ 16 | $ 675 |