Blue Apron (APRN) 10-Q 30 Apr 19 2019 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information	3 Months Ended
	Mar. 31, 2019shares
Entity Registrant Name	Blue Apron Holdings, Inc.
Entity Central Index Key	0001701114
Document Type	10-Q
Document Period End Date	Mar. 31, 2019
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Document Fiscal Year Focus	2019
Document Fiscal Period Focus	Q1
Class A
Entity Common Stock, Shares Outstanding	95,521,128
Class B
Entity Common Stock, Shares Outstanding	99,560,837
Class C
Entity Common Stock, Shares Outstanding	0

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
CURRENT ASSETS:
Cash and cash equivalents	$ 99,114	$ 95,615
Accounts receivable, net	341	494
Inventories, net	33,036	33,634
Prepaid expenses and other current assets	7,773	11,116
Other receivables	931	1,143
Total current assets	141,195	142,002
Restricted cash	1,693	1,692
Property and equipment, net	202,326	209,515
Other noncurrent assets	3,682	1,690
TOTAL ASSETS	348,896	354,899
CURRENT LIABILITIES:
Accounts payable	22,357	22,573
Accrued expenses and other current liabilities	31,234	32,594
Contract liability	10,305	12,372
Total current liabilities	63,896	67,539
Long-term debt	82,693	82,603
Facility financing obligation	71,696	71,696
Other noncurrent liabilities	13,167	13,759
TOTAL LIABILITIES	231,452	235,597
STOCKHOLDERS’ EQUITY (DEFICIT):
Additional paid-in capital	593,597	590,521
Accumulated deficit	(476,173)	(471,238)
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT)	117,444	119,302
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)	348,896	354,899
Class A
STOCKHOLDERS’ EQUITY (DEFICIT):
Common Stock	10	8
Class B
STOCKHOLDERS’ EQUITY (DEFICIT):
Common Stock	$ 10	$ 11

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2019	Dec. 31, 2018
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)	95,521,128	78,601,089
Common stock, outstanding (in shares)	95,521,128	78,601,089
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)	99,560,837	115,710,547
Common stock, outstanding (in shares)	99,560,837	115,710,547
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, 2019	Mar. 31, 2018
Consolidated Statements of Operations
Net revenue	$ 141,890	$ 196,690
Operating expenses:
Cost of goods sold, excluding depreciation and amortization	82,704	129,332
Marketing	14,234	39,329
Product, technology, general, and administrative	39,148	49,488
Depreciation and amortization	8,604	8,404
Other operating expenses	230
Total operating expenses	144,920	226,553
Income (loss) from operations	(3,030)	(29,863)
Interest income (expense), net	(2,232)	(1,777)
Income (loss) before income taxes	(5,262)	(31,640)
Benefit (provision) for income taxes	(13)	(25)
Net income (loss)	$ (5,275)	$ (31,665)
Net income (loss) per share attributable to Class A, Class B and Class C common stockholders:
Basic (in dollars per share)	$ (0.03)	$ (0.17)
Diluted (in dollars per share)	$ (0.03)	$ (0.17)
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)	194,698,505	191,494,036
Diluted (in shares)	194,698,505	191,494,036

Consolidated Statements of Stoc

Consolidated Statements of Stockholders Equity (Deficit) - USD ($) $ in Thousands	Common StockClass A	Common StockClass B	Additional Paid-In Capital	Accumulated Deficit	Class A	Class B	Total
Impact of accounting standard update			$ 392	$ (392)
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 and vesting of restricted stock	$ 0	$ 0	46				46
Issuance of common stock upon exercise of stock options and vesting of restricted stock (in shares)	233,927	150,905
Share-based compensation			4,595				4,595
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
Impact of accounting standard update				340			340
Beginning balance at Dec. 31, 2018	$ 8	$ 11	590,521	(471,238)			119,302
Beginning balance (in shares) at Dec. 31, 2018	78,601,089	115,710,547
Conversion from Class B to Class A common stock	$ 2	$ (2)
Conversion from Class B to Class A common stock (in shares)	16,561,377	(16,561,377)
Issuance of common stock upon exercise of stock options and vesting of restricted stock	$ 0	$ 1	102				103
Issuance of common stock upon exercise of stock options and vesting of restricted stock (in shares)	358,662	411,667
Share-based compensation			2,974				2,974
Net income (loss)				(5,275)	$ (2,313)	$ (2,962)	(5,275)
Ending balance at Mar. 31, 2019	$ 10	$ 10	$ 593,597	$ (476,173)			$ 117,444
Ending balance (in shares) at Mar. 31, 2019	95,521,128	99,560,837

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$ (5,275)	$ (31,665)
Adjustments to reconcile net income (loss) to net cash from (used in) operating activities:
Depreciation and amortization of property and equipment	8,604	8,404
Loss (gain) on disposal of property and equipment	110	514
Changes in reserves and allowances	(671)	(581)
Share-based compensation	2,835	4,215
Non-cash interest expense	125	645
Changes in operating assets and liabilities:
Receivables	314	1,059
Inventories	1,216	2,972
Prepaid expenses and other current assets	3,180	(2,649)
Accounts payable	279	(2,247)
Accrued expenses and other current liabilities	(1,319)	4,642
Deferred revenue	(1,727)	(4,763)
Other noncurrent assets and liabilities	(2,533)	(1,006)
Net cash from (used in) operating activities	5,138	(20,460)
CASH FLOWS FROM INVESTING ACTIVITIES:
Decrease (increase) in restricted cash	(1)	125
Purchases of property and equipment	(1,734)	(5,077)
Proceeds from sale of property and equipment	67	430
Net cash from (used in) investing activities	(1,668)	(4,522)
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments of debt issuance costs	(7)
Proceeds from exercise of stock options	102	46
Principal payments on capital lease obligations	(66)	(61)
Net cash from (used in) financing activities	29	(15)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	3,499	(24,997)
CASH AND CASH EQUIVALENTS - Beginning of period	95,615	228,514
CASH AND CASH EQUIVALENTS - End of period	99,114	203,517
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid for interest	2,174	1,720
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING INFORMATION:
Acquisition (disposal) of property and equipment financed under capital lease		(184)
Non-cash additions to property and equipment	138	380
Purchases of property and equipment in Accounts payable and Accrued expenses and other current liabilities	$ 250	$ 1,509

Organization and Description of

Organization and Description of Business	3 Months Ended
	Mar. 31, 2019
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 2018, the Company also introduced meal solutions that can be accessed in a retail environment or through on-demand delivery. 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, 2019
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, 2019 and December 31, 2018, results of operations for the three months ended March 31, 2019 and 2018, and cash flows for the three months ended March 31, 2019 and 2018 . 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, 2018 included in the Company’s Annual Report on Form 10-K filed with the SEC on February 25, 2019 (the “Annual Report”). The Company adopted Accounting Standards Update No. 2014-09 (“ASU 2014-09”), Revenue from Contracts with Customers (Topic 606) as of January 1, 2019 using a modified retrospective approach. See Revenue Recognition below for further discussion. There have been no other significant changes in the Company's significant accounting policies from those that were disclosed in Note 2, Summary of Significant Accounting Policies, included in the Annual Report. 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”). Revenue Recognition The Company adopted ASU 2014-09, Revenue from Contracts with Customers (Topic 606) , as of January 1, 2019. The Company primarily generates revenue from the sale of its products to customers, including meals, wine and kitchen tools. For the three months ended March 31, 2019 and 2018, the Company derived substantially all of its Net revenue from sales of its meals. The Company's revenue contracts represent a single performance obligation to sell its products to its customers. The Company recognizes revenue upon transfer of control, including passage of title to the customer and transfer of risk of loss related to the products, in an amount that reflects the consideration the Company expects to be entitled to. In general, the Company charges credit cards in advance of shipment. Transfer of control generally passes upon delivery to the customer. Sales taxes imposed on the Company’s sales are presented on a net basis in the Consolidated Statements of Operations, and therefore do not impact Net revenue or Cost of goods sold, excluding depreciation and amortization. The Company deducts promotional discounts, actual customer credits and refunds as well as credits and refunds expected to be issued to determine Net revenue. Customers who receive a damaged meal or wine order or are dissatisfied with an order and contact the Company within seven days of receipt of the order may receive a full or partial refund, full or partial credit against future purchase, or replacement, at the Company's sole discretion. Credits only remain available for customers who maintain a valid account with the Company. Customers who return an unused, undamaged Blue Apron Market product within 30 days of receipt receive a full refund. The Company estimates and records expected credits and refunds based on prior history, recent trends, and projections for credits and refunds on sales in the current period . Reserves for credits and refunds are included within Accrued expenses and other current liabilities on the Consolidated Balance Sheet. The Company periodically enters into agreements with third parties to market the Company’s products. The Company records revenue from such arrangements at the gross amount as the Company is the principal in these arrangements as it is primarily responsible for fulfilling the goods to customers, provides primary customer service for such products sold on its website, has latitude in establishing price and selecting such products sold on its website, and maintains inventory risk. The Company has two types of contractual liabilities: (i) cash collections from its customers prior to delivery of products purchased, which are included in Deferred revenue on the Consolidated Balance Sheet, and are recognized as revenue upon transfer of control of its products, and (ii) unredeemed gift cards and other prepaid orders, which are included in Deferred revenue on the Consolidated Balance Sheet, and are recognized as revenue when gift cards are redeemed and the products are delivered. Certain gift cards are not expected to be redeemed, also known as breakage, and are recognized as revenue over the expected redemption period, subject to requirements to remit balances to governmental agencies. Contractual liabilities included in Deferred revenue on the Consolidated Balance Sheets were $10.3 million as of March 31, 2019 and $12.4 million as of December 31, 2018, respectively. During the three months ended March 31, 2019, the Company recognized $10.2 million to Net revenue from the Deferred revenue at December 31, 2018. The Company adopted ASU 2014-09 using a modified retrospective approach and recognized $0.3 million cumulative-effect adjustment to reduce Accumulated deficit as of January 1, 2019. The cumulative-effect adjustment to Accumulated deficit was due to breakage of gift cards to the extent there is no requirement for remitting balances to governmental agencies. Under the modified retrospective approach, prior period balances are not retrospectively adjusted. 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 February 2016, the Financial Accounting Standards Board (“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. In July 2018, the FASB issued ASU No. 2018-10, Codification Improvements to Topic 842, Leases, and ASU No. 2018-11, Leases (Topic 842): Targeted Improvements, to improve and clarify certain aspects of ASU No. 2016-02. In January 2019, the FASB issued ASU No. 2019-01, Leases (Topic 842): Codification Improvements , to improve and clarify aspects of ASU No. 2016-02. 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 will 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 August 2018, the FASB issued Accounting Standards Update No. 2018-15 (“ASU 2018-15”), Intangibles — Goodwill and Other — Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. The standard is intended to clarify the accounting for implementation costs of a hosting arrangement that is a service contract. For the Company, the amendments in ASU 2018-15 are effective for annual periods beginning after December 15, 2020, with early adoption permitted. The Company is evaluating the impact this new guidance may have on its Consolidated Financial Statements. Recently Adopted Accounting Pronouncements In May 2014, the FASB issued Accounting Standards Update No. 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 supersedes 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. The Company adopted the new standard as of January 1, 2019, using a modified retrospective approach and recognized $0.3 million cumulative-effect adjustment to reduce Accumulated deficit as of January 1, 2019.

Inventories, Net

Inventories, Net	3 Months Ended
	Mar. 31, 2019
Inventories, Net
Inventories, Net	3. Inventories, Net Inventories, net consist of the following: March 31, December 31, 2019 2018 (In thousands) Fulfillment $ 2,640 $ 3,050 Product 30,396 30,584 Inventories, net $ 33,036 $ 33,634 Product inventory primarily consists of bulk and prepped food, containers, products available for resale, and wine products. Fulfillment inventory consists of packaging used for shipping and handling. Product and fulfillment inventories are recognized as components of Cost of goods sold, excluding depreciation and amortization in the accompanying Consolidated Statements of Operations when sold.

Prepaid Expenses and Other Curr

Prepaid Expenses and Other Current Assets	3 Months Ended
	Mar. 31, 2019
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, 2019 2018 (In thousands) Prepaid insurance $ 5,454 $ 6,374 Other current assets 2,319 4,742 Prepaid expenses and other current assets $ 7,773 $ 11,116

Property and Equipment, Net

Property and Equipment, Net	3 Months Ended
	Mar. 31, 2019
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, 2019 2018 (In thousands) Computer equipment $ 11,111 $ 10,969 Capitalized software 16,226 15,701 Fulfillment equipment 54,990 54,187 Furniture and fixtures 3,725 3,724 Leasehold improvements 41,397 41,408 Buildings (1) 148,507 148,507 Construction in process 2,231 2,207 Property and equipment, gross 278,187 276,703 Less: accumulated depreciation and amortization (75,861) (67,188) Property and equipment, net $ 202,326 $ 209,515 (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, 2019 and December 31, 2018. Costs incurred directly by the Company relating to these arrangements were $82.3 million as of March 31, 2019 and December 31, 2018. Capitalized interest for construction projects related to build-to-suit lease arrangements was $4.2 million as of March 31, 2019 and December 31, 2018. 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 and as a result, recorded an impairment charge of $3.2 million. The Company is pursuing potential alternatives for the leased Fairfield property. As of March 31, 2019, the Company had future non-cancelable minimum lease payments of $36.4 million through 2028 related to this facility.

Accrued Expenses and Other Curr

Accrued Expenses and Other Current Liabilities	3 Months Ended
	Mar. 31, 2019
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, 2019 2018 (In thousands) Accrued compensation $ 11,305 $ 12,909 Accrued credits and refunds reserve 1,127 1,180 Accrued marketing expenses 5,027 6,027 Accrued shipping expenses 4,749 1,910 Other current liabilities 9,026 10,568 Accrued expenses and other current liabilities $ 31,234 $ 32,594

Deferred Revenue

Deferred Revenue	3 Months Ended
	Mar. 31, 2019
Deferred Revenue
Deferred Revenue	7. Deferred Revenue Deferred revenue consists of the following: March 31, December 31, 2019 2018 (In thousands) Cash received prior to fulfillment $ 7,437 $ 7,029 Gift cards, prepaid orders, and other 2,868 5,343 Deferred revenue $ 10,305 $ 12,372

Debt

Debt	3 Months Ended
	Mar. 31, 2019
Debt
Debt	8. Debt Revolving Credit Facility In August 2016, the Company entered into a revolving credit and guaranty agreement (the “revolving credit facility”) with a maximum amount available to borrow of $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. In October 2018, the Company amended and refinanced the revolving credit facility to, among other things, reduce the maximum amount available to borrow to $85.0 million and extend the maturity date of the facility to February 2021. As of March 31, 2019 and December 31, 2018, the Company had $83.6 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, 2019 and December 31, 2018 was $0.0 million. The Company incurred and capitalized $0.5 million in deferred financing costs in long-term debt in connection with the revolving credit facility in August 2016. In conjunction with the refinancing in October 2018, the Company incurred and capitalized $0.9 million in deferred financing costs in long-term debt, which will be amortized over the new term. As of March 31, 2019 and December 31, 2018, the total unamortized deferred financing costs was $0.9 million and $1.0 million, respectively. As of March 31, 2019 and December 31, 2018, outstanding borrowings of long-term debt consisted of the following: March 31, December 31, Maturity Date 2019 2018 (In thousands) Revolving credit facility February 2021 $ 83,578 $ 83,578 Weighted average interest rate 6.80 % 6.41 % Prior to the credit facility refinancing, borrowings under the revolving credit facility bore 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% (“the base rate”), plus in each case a margin ranging from 0.50% to 1.00% or (2) an adjusted LIBOR rate (“the eurodollar 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. Subsequent to the credit facility refinancing, base rate loans bear interest at a rate equal to the base rate plus 3.00% and eurodollar rate loans bear interest at a rate equal to the eurodollar rate plus 4.00%. As of March 31, 2019 and December 31, 2018, the Company had outstanding borrowings of $83.6 million utilizing the eurodollar rate. As of March 31, 2019 and December 31, 2018, the Company had outstanding borrowings of $0.0 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, 2019 and March 31, 2018. The obligations under the revolving credit facility are guaranteed by the guarantor as defined in the revolving credit and guaranty agreement, Blue Apron Holdings, Inc. Obligations under the revolving credit facility are secured by substantially all of the assets of the guarantor and 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. The October 2018 amendment to the revolving credit facility made certain additional changes to affirmative and financial reporting covenants and various negative covenants restricting the activities of the Company and its subsidiaries. In addition, the revolving credit facility requires the Company to comply with certain additional financial covenants, including to maintain a minimum aggregate liquidity balance of $50.0 million and, in the event the Company has positive consolidated total net debt, maintain minimum quarterly consolidated adjusted EBITDA in excess of certain specified thresholds as defined in the revolving credit and guaranty agreement. As of March 31, 2019 and December 31, 2018, the Company was in compliance with all of the covenants under the revolving credit facility. Facility Financing Obligation As of March 31, 2019 and December 31, 2018, the Company had a facility financing obligation of $71.7 million 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, 2019
Commitments and Contingencies
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 stipulated schedule entered by the parties, defendants filed a motion to dismiss the amended complaint on May 21, 2018. Plaintiffs filed a response on July 12, 2018 and defendants filed a reply on August 13, 2018. The motion to dismiss remains pending before the Court. The Company is subject to a shareholder derivative action filed in the Delaware Court of Chancery. The plaintiff seeks a declaratory judgment challenging the validity of a provision of the Company’s restated certificate of incorporation that requires shareholders to bring claims under the Securities Act of 1933 solely in federal court. On December 19, 2018, the Court entered summary judgment in favor of the plaintiff. The Company currently intends to appeal the Court’s ruling at the appropriate time. The Company 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 lawsuit filed in California Superior Court under the Private Attorneys General Act (“PAGA”) 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. Plaintiffs’ counsel filed a separate class action lawsuit alleging largely the same claims, but covering a longer period, which is now pending in the United States District Court for the Northern District of California. The Company believes that it is likely that the two cases will be consolidated, and the parties are preparing for mediation in an attempt to resolve both cases. The Company is currently unable to provide any assurances as to the ultimate outcome of these lawsuits or that adverse resolution of these lawsuits would not have a material adverse effect on the Company’s consolidated financial position or results of operations. On July 20, 2018, one of the Company’s suppliers, West Liberty Foods, L.L.C., (i) made an arbitration demand against the Company with JAMS, and (ii) together with certain related entities, filed a lawsuit against the Company in Iowa state court. The arbitration demand alleges breach of contract, fraud, and other common law claims in connection with, among other things, a dispute under the supply agreement between the parties related to the purchase of certain beef and poultry inventory of the supplier. The lawsuit, which has been removed to the U.S. District Court for the Southern District of Iowa, alleges breach of oral contract and other common law claims in connection with a purported agreement between the Company and the supplier relating to the supplier’s acquisition of another company. On December 28, 2018, the Court denied the Company’s motion to dismiss the plaintiffs’ amended complaint. The parties are presently engaged in discovery in both the lawsuit and arbitration. The Company is currently unable to provide any assurances as to the ultimate outcome of this matter or that an adverse resolution of this matter 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. Sales Tax On June 21, 2018, the U.S. Supreme Court decided, in South Dakota v. Wayfair, Inc. , that state and local jurisdictions may, at least in certain circumstances, enforce a sales and use tax collection obligation on remote vendors that have no physical presence in the jurisdiction. A number of states have already begun, or have positioned themselves to begin, requiring sales and use tax collection by remote vendors and/or by online marketplaces. The details and effective dates of these collection requirements vary from state to state. The Company is in the process of determining how and when its collection practices will need to change in other jurisdictions. It is possible that one or more jurisdictions may assert that the Company has liability for periods for which it has not collected sales, use or other similar taxes, and if such an assertion or assertions were successful it could result in substantial tax liabilities, including for past sales as well as penalties and interest, which could materially adversely affect the Company’s business, financial condition and operating results.

Share-based Compensation

Share-based Compensation	3 Months Ended
	Mar. 31, 2019
Share-based Compensation
Share-based Compensation	10. Share-based Compensation The Company recognized share-based compensation for share-based awards of $2.8 million and $4.2 million during the three months ended March 31, 2019 and 2018, respectively. For the three months ended March 31, 2019 and 2018, the Company recognized $2.6 million and $3.7 million of share-based compensation in Product, technology, general, and administrative expenses and $0.2 million and $0.5 million in Cost of goods sold, excluding depreciation and amortization, respectively.

Earnings per Share

Earnings per Share	3 Months Ended
	Mar. 31, 2019
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. 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, 2019 and 2018, the Company did not have any outstanding shares of Class C common stock. Three Months Ended March 31, 2019 2018 Class A Class B Class C Class A Class B Class C (in thousands, except share and per-share data) Numerator: Net income (loss) $ (2,313) $ (2,962) $ — $ (7,777) $ (23,888) $ — Undistributed earnings reallocated to convertible preferred stock — — — — — — Net income (loss) attributable to common stockholders $ (2,313) $ (2,962) $ — $ (7,777) $ (23,888) $ — Denominator: Weighted-average shares used to compute net income (loss) per share attributable to common stockholders—basic 85,379,756 109,318,749 — 47,035,065 144,458,971 — Effect of dilutive securities — — — — — — Weighted-average shares used to compute net income (loss) per share attributable to common stockholders—diluted 85,379,756 109,318,749 — 47,035,065 144,458,971 — Net income (loss) per share attributable to common stockholders—basic (1) $ (0.03) $ (0.03) $ — $ (0.17) $ (0.17) $ — Net income (loss) per share attributable to common stockholders—diluted (1) $ (0.03) $ (0.03) $ — $ (0.17) $ (0.17) $ — (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, 2019 2018 Class A Class B Class C Class A Class B Class C Stock options 1,513,531 5,235,546 — — 8,544,099 — Restricted shares — 12,458 — — 27,458 — Restricted stock units 10,623,145 — — 9,478,025 — — Convertible preferred stock — — — — — — Total anti-dilutive securities 12,136,676 5,248,004 — 9,478,025 8,571,557 —

Fair Value of Financial Instrum

Fair Value of Financial Instruments	3 Months Ended
	Mar. 31, 2019
Fair Value Measurements
Fair Value of Financial Instruments	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, 2019 and December 31, 2018 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, 2019 Level 1 Level 2 Level 3 Total (In thousands) Financial Assets: Money market accounts $ 91,979 $ — $ — $ 91,979 Total financial assets $ 91,979 $ — $ — $ 91,979 December 31, 2018 Level 1 Level 2 Level 3 Total (In thousands) Financial Assets: Money market accounts $ 88,509 $ — $ — $ 88,509 Total financial assets $ 88,509 $ — $ — $ 88,509 As of March 31, 2019 and December 31, 2018, the Company had $92.0 million and $88.5 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, 2019 and 2018 , the Company did not have realized gains or losses related to its financial assets. As of March 31, 2019 and December 31, 2018, 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, 2019
Restructuring Costs
Restructuring Costs	13. Restructuring Costs In January 2019, the Company announced that it was transferring a substantial portion of the production volume from its Arlington, Texas fulfillment center to its Linden, New Jersey fulfillment center. The Arlington fulfillment center continues to serve customers in several geographic regions. As a result of the action the Company expects to incur approximately $1.0 million in total restructuring costs in the first half of 2019, consisting of employee-related and other exit costs, which will primarily result in cash expenditures. During the three months ended March 31, 2019, the Company recorded $0.2 million of employee-related expenses, primarily consisting of severance payments, in Other operating expense and $0.0 million of accelerated depreciation in Depreciation and amortization. In November 2018, the Company implemented a workforce reduction to support its strategic priorities, which resulted in a reduction of approximately 4% of the Company’s total workforce. As a result, the Company recorded $2.2 million in total restructuring costs in Other operating expense, including employee-related expenses, substantially all of which resulted in cash expenditures, and asset write offs related to abandoned capital projects, all of which were recorded during the three months ended December 31, 2018. The following table summarizes the activity for the restructuring charges discussed above and the related accruals recorded in Accrued expenses and other current liabilities: Employee-Related Costs Incremental Depreciation Total (In thousands) (In thousands) (In thousands) Balance — December 31, 2018 $ 715 $ — $ 715 Charges 230 38 268 Cash payments (540) — (540) Charges against assets — (38) (38) Other (35) — (35) Balance — March 31, 2019 $ 370 $ — $ 370

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2019
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, 2019 and December 31, 2018, results of operations for the three months ended March 31, 2019 and 2018, and cash flows for the three months ended March 31, 2019 and 2018 . 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, 2018 included in the Company’s Annual Report on Form 10-K filed with the SEC on February 25, 2019 (the “Annual Report”). The Company adopted Accounting Standards Update No. 2014-09 (“ASU 2014-09”), Revenue from Contracts with Customers (Topic 606) as of January 1, 2019 using a modified retrospective approach. See Revenue Recognition below for further discussion. There have been no other significant changes in the Company's significant accounting policies from those that were disclosed in Note 2, Summary of Significant Accounting Policies, included in the Annual Report. 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”).
Revenue Recognition	The Company adopted ASU 2014-09, Revenue from Contracts with Customers (Topic 606) , as of January 1, 2019. The Company primarily generates revenue from the sale of its products to customers, including meals, wine and kitchen tools. For the three months ended March 31, 2019 and 2018, the Company derived substantially all of its Net revenue from sales of its meals. The Company's revenue contracts represent a single performance obligation to sell its products to its customers. The Company recognizes revenue upon transfer of control, including passage of title to the customer and transfer of risk of loss related to the products, in an amount that reflects the consideration the Company expects to be entitled to. In general, the Company charges credit cards in advance of shipment. Transfer of control generally passes upon delivery to the customer. Sales taxes imposed on the Company’s sales are presented on a net basis in the Consolidated Statements of Operations, and therefore do not impact Net revenue or Cost of goods sold, excluding depreciation and amortization. The Company deducts promotional discounts, actual customer credits and refunds as well as credits and refunds expected to be issued to determine Net revenue. Customers who receive a damaged meal or wine order or are dissatisfied with an order and contact the Company within seven days of receipt of the order may receive a full or partial refund, full or partial credit against future purchase, or replacement, at the Company's sole discretion. Credits only remain available for customers who maintain a valid account with the Company. Customers who return an unused, undamaged Blue Apron Market product within 30 days of receipt receive a full refund. The Company estimates and records expected credits and refunds based on prior history, recent trends, and projections for credits and refunds on sales in the current period . Reserves for credits and refunds are included within Accrued expenses and other current liabilities on the Consolidated Balance Sheet. The Company periodically enters into agreements with third parties to market the Company’s products. The Company records revenue from such arrangements at the gross amount as the Company is the principal in these arrangements as it is primarily responsible for fulfilling the goods to customers, provides primary customer service for such products sold on its website, has latitude in establishing price and selecting such products sold on its website, and maintains inventory risk. The Company has two types of contractual liabilities: (i) cash collections from its customers prior to delivery of products purchased, which are included in Deferred revenue on the Consolidated Balance Sheet, and are recognized as revenue upon transfer of control of its products, and (ii) unredeemed gift cards and other prepaid orders, which are included in Deferred revenue on the Consolidated Balance Sheet, and are recognized as revenue when gift cards are redeemed and the products are delivered. Certain gift cards are not expected to be redeemed, also known as breakage, and are recognized as revenue over the expected redemption period, subject to requirements to remit balances to governmental agencies. Contractual liabilities included in Deferred revenue on the Consolidated Balance Sheets were $10.3 million as of March 31, 2019 and $12.4 million as of December 31, 2018, respectively. During the three months ended March 31, 2019, the Company recognized $10.2 million to Net revenue from the Deferred revenue at December 31, 2018. The Company adopted ASU 2014-09 using a modified retrospective approach and recognized $0.3 million cumulative-effect adjustment to reduce Accumulated deficit as of January 1, 2019. The cumulative-effect adjustment to Accumulated deficit was due to breakage of gift cards to the extent there is no requirement for remitting balances to governmental agencies. Under the modified retrospective approach, prior period balances are not retrospectively adjusted.
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 February 2016, the Financial Accounting Standards Board (“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. In July 2018, the FASB issued ASU No. 2018-10, Codification Improvements to Topic 842, Leases, and ASU No. 2018-11, Leases (Topic 842): Targeted Improvements, to improve and clarify certain aspects of ASU No. 2016-02. In January 2019, the FASB issued ASU No. 2019-01, Leases (Topic 842): Codification Improvements , to improve and clarify aspects of ASU No. 2016-02. 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 will 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 August 2018, the FASB issued Accounting Standards Update No. 2018-15 (“ASU 2018-15”), Intangibles — Goodwill and Other — Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. The standard is intended to clarify the accounting for implementation costs of a hosting arrangement that is a service contract. For the Company, the amendments in ASU 2018-15 are effective for annual periods beginning after December 15, 2020, with early adoption permitted. The Company is evaluating the impact this new guidance may have on its Consolidated Financial Statements. Recently Adopted Accounting Pronouncements In May 2014, the FASB issued Accounting Standards Update No. 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 supersedes 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. The Company adopted the new standard as of January 1, 2019, using a modified retrospective approach and recognized $0.3 million cumulative-effect adjustment to reduce Accumulated deficit as of January 1, 2019.

Inventories, Net (Tables)

Inventories, Net (Tables)	3 Months Ended
	Mar. 31, 2019
Inventories, Net
Summary of inventories, net	March 31, December 31, 2019 2018 (In thousands) Fulfillment $ 2,640 $ 3,050 Product 30,396 30,584 Inventories, net $ 33,036 $ 33,634

Prepaid Expenses and Other Cu_2

Prepaid Expenses and Other Current Assets (Tables)	3 Months Ended
	Mar. 31, 2019
Prepaid Expenses and Other Current Assets
Summary of prepaid expenses and other current assets	March 31, December 31, 2019 2018 (In thousands) Prepaid insurance $ 5,454 $ 6,374 Other current assets 2,319 4,742 Prepaid expenses and other current assets $ 7,773 $ 11,116

Property and Equipment, Net (Ta

Property and Equipment, Net (Tables)	3 Months Ended
	Mar. 31, 2019
Property and Equipment, Net
Summary of property and equipment	March 31, December 31, 2019 2018 (In thousands) Computer equipment $ 11,111 $ 10,969 Capitalized software 16,226 15,701 Fulfillment equipment 54,990 54,187 Furniture and fixtures 3,725 3,724 Leasehold improvements 41,397 41,408 Buildings (1) 148,507 148,507 Construction in process 2,231 2,207 Property and equipment, gross 278,187 276,703 Less: accumulated depreciation and amortization (75,861) (67,188) Property and equipment, net $ 202,326 $ 209,515 (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, 2019 and December 31, 2018. Costs incurred directly by the Company relating to these arrangements were $82.3 million as of March 31, 2019 and December 31, 2018. Capitalized interest for construction projects related to build-to-suit lease arrangements was $4.2 million as of March 31, 2019 and December 31, 2018.

Accrued Expenses and Other Cu_2

Accrued Expenses and Other Current Liabilities (Tables)	3 Months Ended
	Mar. 31, 2019
Accrued Expenses and Other Current Liabilities
Summary of accrued expenses and other current liabilities	March 31, December 31, 2019 2018 (In thousands) Accrued compensation $ 11,305 $ 12,909 Accrued credits and refunds reserve 1,127 1,180 Accrued marketing expenses 5,027 6,027 Accrued shipping expenses 4,749 1,910 Other current liabilities 9,026 10,568 Accrued expenses and other current liabilities $ 31,234 $ 32,594

Deferred Revenue (Tables)

Deferred Revenue (Tables)	3 Months Ended
	Mar. 31, 2019
Deferred Revenue
Summary of deferred revenue	March 31, December 31, 2019 2018 (In thousands) Cash received prior to fulfillment $ 7,437 $ 7,029 Gift cards, prepaid orders, and other 2,868 5,343 Deferred revenue $ 10,305 $ 12,372

Debt (Tables)

Debt (Tables)	3 Months Ended
	Mar. 31, 2019
Debt
Summary of outstanding borrowings in long-term debt	March 31, December 31, Maturity Date 2019 2018 (In thousands) Revolving credit facility February 2021 $ 83,578 $ 83,578 Weighted average interest rate 6.80 % 6.41 %

Earnings per Share (Tables)

Earnings per Share (Tables)	3 Months Ended
	Mar. 31, 2019
Earnings per Share
Schedule of earnings per share	Three Months Ended March 31, 2019 2018 Class A Class B Class C Class A Class B Class C (in thousands, except share and per-share data) Numerator: Net income (loss) $ (2,313) $ (2,962) $ — $ (7,777) $ (23,888) $ — Undistributed earnings reallocated to convertible preferred stock — — — — — — Net income (loss) attributable to common stockholders $ (2,313) $ (2,962) $ — $ (7,777) $ (23,888) $ — Denominator: Weighted-average shares used to compute net income (loss) per share attributable to common stockholders—basic 85,379,756 109,318,749 — 47,035,065 144,458,971 — Effect of dilutive securities — — — — — — Weighted-average shares used to compute net income (loss) per share attributable to common stockholders—diluted 85,379,756 109,318,749 — 47,035,065 144,458,971 — Net income (loss) per share attributable to common stockholders—basic (1) $ (0.03) $ (0.03) $ — $ (0.17) $ (0.17) $ — Net income (loss) per share attributable to common stockholders—diluted (1) $ (0.03) $ (0.03) $ — $ (0.17) $ (0.17) $ — (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, 2019 2018 Class A Class B Class C Class A Class B Class C Stock options 1,513,531 5,235,546 — — 8,544,099 — Restricted shares — 12,458 — — 27,458 — Restricted stock units 10,623,145 — — 9,478,025 — — Convertible preferred stock — — — — — — Total anti-dilutive securities 12,136,676 5,248,004 — 9,478,025 8,571,557 —

Fair Value of Financial Instr_2

Fair Value of Financial Instruments (Tables)	3 Months Ended
	Mar. 31, 2019
Fair Value Measurements
Schedule of assets measured on a recurring basis	March 31, 2019 Level 1 Level 2 Level 3 Total (In thousands) Financial Assets: Money market accounts $ 91,979 $ — $ — $ 91,979 Total financial assets $ 91,979 $ — $ — $ 91,979 December 31, 2018 Level 1 Level 2 Level 3 Total (In thousands) Financial Assets: Money market accounts $ 88,509 $ — $ — $ 88,509 Total financial assets $ 88,509 $ — $ — $ 88,509

Restructuring Costs (Tables)

Restructuring Costs (Tables)	3 Months Ended
	Mar. 31, 2019
Restructuring Costs
Schedule of restructuring costs	Employee-Related Costs Incremental Depreciation Total (In thousands) (In thousands) (In thousands) Balance — December 31, 2018 $ 715 $ — $ 715 Charges 230 38 268 Cash payments (540) — (540) Charges against assets — (38) (38) Other (35) — (35) Balance — March 31, 2019 $ 370 $ — $ 370

Summary of Significant Accoun_3

Summary of Significant Accounting Policies - Revenue Recognition (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2019USD ($)item	Jan. 01, 2019USD ($)	Dec. 31, 2018USD ($)
Revenue Recognition
Contract liabilities, number of types | item	2
Contract liability	$ 10,305		$ 12,372
Deferred revenue recognized during the period	10,200
Accumulated deficit	$ (476,173)		$ (471,238)
Difference between Revenue Guidance in Effect before and after Topic 606 [Member] | Accounting Standards Update 2014-09 [Member]
Revenue Recognition
Accumulated deficit		$ (300)

Inventories, Net (Details)

Inventories, Net (Details) - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
Inventories, Net
Fulfillment	$ 2,640	$ 3,050
Product	30,396	30,584
Inventories, net	$ 33,036	$ 33,634

Prepaid Expenses and Other Cu_3

Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
Prepaid Expenses and Other Current Assets
Prepaid insurance	$ 5,454	$ 6,374
Other current assets	2,319	4,742
Prepaid expenses and other current assets	$ 7,773	$ 11,116

Property and Equipment, Net (De

Property and Equipment, Net (Details) - USD ($) $ in Thousands	1 Months Ended
	Nov. 30, 2018	Oct. 31, 2017	Mar. 31, 2019	Dec. 31, 2018
Property and equipment, net
Computer equipment			$ 11,111	$ 10,969
Capitalized software			16,226	15,701
Fulfillment equipment			54,990	54,187
Furniture and fixtures			3,725	3,724
Leasehold improvements			41,397	41,408
Buildings			148,507	148,507
Construction in process			2,231	2,207
Property and equipment, gross			278,187	276,703
Less: accumulated depreciation and amortization			(75,861)	(67,188)
Property and equipment, net			202,326	209,515
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
Loss on impairment		$ 3,200
Workforce reduction, as a percent of total workforce	4.00%
Fairfield, California Fulfillment Center
Property and equipment, net
Total non-cancelable minimum lease payments			$ 36,400

Accrued Expenses and Other Cu_3

Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
Accrued expenses and other current liabilities
Accrued compensation	$ 11,305	$ 12,909
Accrued credits and refunds reserve	1,127	1,180
Accrued marketing expenses	5,027	6,027
Accrued shipping expenses	4,749	1,910
Other current liabilities	9,026	10,568
Accrued expenses and other current liabilities	$ 31,234	$ 32,594

Deferred Revenue (Details)

Deferred Revenue (Details) - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
Deferred Revenue
Cash received prior to fulfillment	$ 7,437	$ 7,029
Gift cards, prepaid orders, and other	2,868	5,343
Deferred revenue	$ 10,305	$ 12,372

Debt - Revolving Credit Facilit

Debt - Revolving Credit Facility (Details) - USD ($) $ in Thousands	1 Months Ended
	Oct. 31, 2018	Aug. 31, 2016	Mar. 31, 2019	Dec. 31, 2018	Sep. 30, 2018	Jun. 30, 2017	May 31, 2017
Debt instruments
Long-term debt			$ 82,693	$ 82,603
Revolving credit facility
Debt instruments
Maximum borrowing capacity	$ 85,000	$ 150,000			$ 200,000
Additional borrowing capacity						$ 25,000	$ 25,000
Outstanding borrowings in long term debt			83,578	83,578
Remaining amount available to borrow			0	0
Incurred deferred financing costs	$ 900	$ 500
Unamortized deferred financing costs			900	1,000
Letter of credit
Debt instruments
Outstanding borrowings in long term debt			$ 1,400	$ 1,400

Debt - Summary table (Details)

Debt - Summary table (Details) - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
Debt instruments
Weighted average interest rate	6.80%	6.41%
Revolving credit facility
Debt instruments
Outstanding borrowings in long term debt	$ 83,578	$ 83,578

Debt - Additional Information (

Debt - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Mar. 31, 2019	Mar. 31, 2018	Sep. 30, 2018	Dec. 31, 2018
Facility Financing Obligation
Facility financing obligation	$ 71,696			$ 71,696
Revolving credit facility
Debt instruments
Outstanding borrowings in long term debt	$ 83,578			83,578
Unused commitment fee on undrawn amounts (as a percent)	0.15%
Unused commitment fee incurred	$ 0	$ 0
Aggregate minimum liquidity balance	$ 50,000
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
Debt instruments
Margin added to variable rate (as a percent)	3.00%
Outstanding borrowings in long term debt	$ 0			0
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
Margin added to variable rate (as a percent)	4.00%
Leverage ratio period			1 year
Outstanding borrowings in long term debt	$ 83,600			$ 83,600
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 - Expe

Share-based Compensation - Expense and Assumptions (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation recognized	$ 2.8	$ 4.2
Product, technology, general and administrative
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation recognized	2.6	3.7
Cost of goods sold
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation recognized	$ 0.2	$ 0.5

Earnings per Share - Dilutive C

Earnings per Share - Dilutive Common Shares (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018	Dec. 31, 2018
Numerator:
Net income (loss)	$ (5,275)	$ (31,665)
Denominator:
Weighted-average shares used to compute net income (loss) per share attributable to common stockholders—basic	194,698,505	191,494,036
Weighted average diluted shares outstanding (in shares)	194,698,505	191,494,036
Net income (loss) per share attributable to common stockholders—basic	$ (0.03)	$ (0.17)
Net income (loss) per share attributable to common stockholders—diluted	$ (0.03)	$ (0.17)
Class A
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items]
Common stock, outstanding (in shares)	95,521,128		78,601,089
Numerator:
Net income (loss)	$ (2,313)	$ (7,777)
Net income (loss) attributable to common stockholders	$ (2,313)	$ (7,777)
Denominator:
Weighted-average shares used to compute net income (loss) per share attributable to common stockholders—basic	85,379,756	47,035,065
Weighted average diluted shares outstanding (in shares)	85,379,756	47,035,065
Net income (loss) per share attributable to common stockholders—basic	$ (0.03)	$ (0.17)
Net income (loss) per share attributable to common stockholders—diluted	$ (0.03)	$ (0.17)
Class B
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items]
Common stock, outstanding (in shares)	99,560,837		115,710,547
Numerator:
Net income (loss)	$ (2,962)	$ (23,888)
Net income (loss) attributable to common stockholders	$ (2,962)	$ (23,888)
Denominator:
Weighted-average shares used to compute net income (loss) per share attributable to common stockholders—basic	109,318,749	144,458,971
Weighted average diluted shares outstanding (in shares)	109,318,749	144,458,971
Net income (loss) per share attributable to common stockholders—basic	$ (0.03)	$ (0.17)
Net income (loss) per share attributable to common stockholders—diluted	$ (0.03)	$ (0.17)
Class C
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items]
Common stock, outstanding (in shares)	0	0	0

Earnings per Share - Antidiluti

Earnings per Share - Antidilutive Common Shares (Details) - shares	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
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	12,136,676	9,478,025
Class A | 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	1,513,531
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	10,623,145	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	5,248,004	8,571,557
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	5,235,546	8,544,099
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	12,458	27,458

Fair Value of Financial Instr_3

Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018	Dec. 31, 2018
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	91,979		$ 88,509
Fair Value, Measurements, Recurring | Level 1
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Assets, fair value	91,979		88,509
Fair Value, Measurements, Recurring | Money market accounts
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Assets, fair value	91,979		88,509
Fair Value, Measurements, Recurring | Money market accounts | Level 1
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Assets, fair value	$ 91,979		$ 88,509

Restructuring Costs (Details)

Restructuring Costs (Details) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended
	Nov. 30, 2018	Mar. 31, 2019	Dec. 31, 2018
Restructuring Cost and Reserve [Line Items]
Expected restructuring cost		$ 1,000
Restructuring, accelerated depreciation		0
Workforce reduction, as a percent of total workforce	4.00%
Restructuring and project abandonment charges			$ 2,200
Restructuring Reserve [Roll Forward]
Balance at beginning of period		715
Charges		268
Cash payments		(540)
Charges against assets		(38)
Other		(35)
Balance at end of period		370	715
Employee-Related Costs
Restructuring Reserve [Roll Forward]
Balance at beginning of period		715
Charges		230
Cash payments		(540)
Other		(35)
Balance at end of period		370	$ 715
Incremental Depreciation
Restructuring Reserve [Roll Forward]
Charges		38
Charges against assets		$ (38)

Subsequent Events (Details)

Subsequent Events (Details) $ in Millions	Mar. 31, 2019USD ($)
Subsequent Events
Expected restructuring cost	$ 1